**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C.  20549**





**FORM
      10-Q**


(Mark
      one)


x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


For
      the
      quarterly period ended******October
      31,
      2007**


OR


o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      transition period from _______________ to _______________





**Commission
      File Number:  0-15535**





**LAKELAND
      INDUSTRIES, INC.**





(Exact
      name of Registrant as specified in its charter)





Delaware
            
            13-3115216(State
                of incorporation)
            
            (IRS
                Employer Identification Number)**701
                Koehler Avenue, Suite 7, Ronkonkoma, New York**
            
            **11779.**(Address
                of principal executive offices)
            
            (Zip
                Code)


**(631)
      981-9700**


(Registrant's
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


YES
x  NO
o





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act).


Large
                Accelerated Filer  o
            Accelerated
                Filer  x
            Non-Accelerated
                Filer o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES
o  NO
x





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of December 6, 2007




Common
      Stock, $0.01 par value per share 5,523,288 shares














**LAKELAND
      INDUSTRIES, INC.**


**AND
      SUBSIDIARIES**





**Table
      ofContents**





The
      following information of the Registrant and its subsidiaries is submitted
      herewith:





**PART
                I - FINANCIAL INFORMATION:**Item
                1.
            Financial
                Statements (unaudited):
            PageIntroduction
            3Condensed
                Consolidated Balance Sheets October 31, 2007 and
                January 31, 2007
            4Condensed
                Consolidated Statements of Income for the Three and Nine Months EndedOctober
                31, 2007 and 2006
            5Condensed
                Consolidated Statement of Stockholders' Equity – Nine Months EndedOctober
                31, 2007
            6Condensed
                Consolidated Statements of Cash Flows –Nine Months EndedOctober
                31, 2007 and 2006
            7Notes
                to Condensed Consolidated Financial
                Statements
            8Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and
                Results of Operations
            15Item
                3.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            23Item
                4.
            Controls
                and Procedures
            23**PART
                II - OTHER INFORMATION:**Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            24Item
                6.
            Exhibits
                and Reports on Form 8-K
            24Signatures
            26

















**LAKELAND
      INDUSTRIES, INC.**


**AND
      SUBSIDIARIES**




**PART
      I
      -             FINANCIAL
      INFORMATION**




Item
      1.                 Financial
      Statements:




Introduction


**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      10-Q
      may contain certain forward-looking statements.  When used in this
      10-Q or in any other presentation, statements which are not historical in
      nature, including the words “anticipate,” “estimate,” “should,” “expect,”
“believe,” “intend,” “project” and similar expressions are intended to identify
      forward-looking statements.  They also include statements containing a
      projection of sales, earnings or losses, capital expenditures, dividends,
      capital structure or other financial terms.




The
      forward-looking statements in
      this 10-Q are based upon our management’s beliefs, assumptions and expectations
      of our future operations and economic performance, taking into account the
      information currently available to us.  These statements are not
      statements of historical fact.  Forward-looking statements involve
      risks and uncertainties, some of which are not currently known to us, that
      may
      cause our actual results, performance or financial condition to be materially
      different from the expectations of future results, performance or financial
      condition we express or imply in any forward-looking statements.  Some
      of the important factors that could cause our actual results, performance or
      financial condition to differ materially from expectations are:


·
            Our
                ability to obtain fabrics and components from key suppliers such
                as DuPont
                and other manufacturers at competitive prices or prices that vary
                from
                quarter to quarter;


·
            Risks
                associated with our international manufacturing and start up sales
                operations;


·
            Potential
                fluctuations in foreign currency exchange
                rates;


·
            Our
                ability to respond to rapid technological
                change;


·
            Our
                ability to identify and complete acquisitions or future
                expansion;


·
            Our
                ability to manage our growth;


·
            Our
                ability to recruit and retain skilled employees, including our senior
                management;


·
            Our
                ability to accurately estimate customer
                demand;


·
            Competition
                from other companies, including some with much greater
                resources;


·
            Risks
                associated with sales to foreign
                buyers;


·
            Restrictions
                on our financial and operating flexibility as a result of covenants
                in our
                credit facilitates;


·
            Our
                ability to obtain additional funding to expand or operate our business
                as
                planned;


·
            The
                impact of a decline in federal funding for preparations for terrorist
                incidents;


·
            The
                impact of potential product liability
                claims;


·
            Liabilities
                under environmental laws and
                regulations;


·
            Fluctuations
                in the price of our common stock;


·
            Variations
                in our quarterly results of
                operations;


·
            The
                cost of compliance with the Sarbanes-Oxley Act of 2002 and rules
                and
                regulations relating to corporate governance and public
                disclosure;


·
            The
                significant influence of our directors and executive officer on our
                company and on matters subject to a vote of our
                stockholders;


·
            The
                limited liquidity of our common
                stock;


·
            The
                other factors referenced in this 10-Q, including, without limitation,
                in
                the sections entitled “Management’s Discussion and Analysis of Financial
                Condition and Results of Operations,” and
                “Business.”


We
      believe these forward-looking statements are reasonable; however, you should
      not
      place undue reliance on any forward-looking statements, which are based on
      current expectations.  Furthermore, forward-looking statements speak
      only as of the date they are made.  We undertake no obligation to
      publicly update or revise any forward-looking statements after the date of
      this
      10-Q, whether as a result of new information, future events or
      otherwise.  In light of these risks, uncertainties and assumptions,
      the forward-looking events discussed in this Form 10-Q might not
      occur.  We qualify any and all of our forward-looking statements
      entirely by these cautionary factors.





3





**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**ASSETS**
            
            October
                31, 2007
              (Unaudited)
            
            
            January
                31, 2007Current
                assets:Cash
            
            $
            2,671,296
            
            
            $
            1,906,557Accounts
                receivable, net of allowance for doubtful accounts of  $90,000
                at  October 31, 2007 and $103,000 at January 31,
                2007
            
            
            14,759,522
            
            
            
            14,780,266Inventories,
                net of reserves of  $596,000 at  October 31, 2007 and
                $306,000 at January 31, 2007
            
            
            46,475,504
            
            
            
            40,955,739Deferred
                income taxes
            
            
            1,512,955
            
            
            
            1,355,364Other
                current assets
            
            
            1,768,617
            
            
            
            3,115,722Total
                current assets
            
            
            67,187,894
            
            
            
            62,113,648Property
                and equipment, net of accumulated depreciation of
              $6,711,000
                at  October 31, 2007 and $6,707,000 at
              January
                31, 2007
            
            
            12,317,153
            
            
            
            11,084,030Goodwill
            
            
            871,297
            
            
            
            871,297Other
                assets
            
            
            106,954
            
            
            
            129,385$
            80,483,298
            
            
            $
            74,198,360**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable
            
            $
            2,845,455
            
            
            $
            3,055,339Accrued
                expenses and other current liabilities
            
            
            1,579,553
            
            
            
            1,270,623Total
                current liabilities
            
            
            4,425,008
            
            
            
            4,325,962Deferred
                income taxes
            
            
            27,227
            
            
            
            27,227Construction
                loan payable (net of current maturity of $94,000)
            
            
            992,887
            
            
            
            -----Borrowings
                under revolving credit facility
            
            
            7,236,000
            
            
            
            3,786,000Commitments
                and contingenciesStockholders'
                equity:Preferred
                stock, $.01 par; authorized 1,500,000 shares(none
                issued)Common
                stock, $.01 par; authorized 10,000,000 shares;issued
                and outstanding 5,523,288 shares at  October 31, 2007 and
                5,521,824 at January 31, 2007
            
            
            55,233
            
            
            
            55,218Additional
                paid-in capital
            
            
            49,149,472
            
            
            
            48,972,025Other
                comprehensive loss
            
            
            (115,512
            )
            
            
            -----Retained
                earnings (1)
            
            
            18,712,983
            
            
            
            17,031,928Stockholders'
                equity
            
            
            67,802,176
            
            
            
            66,059,171$
            80,483,298
            
            
            $
            74,198,360








(1)
      A cumulative total of $17,999,739 has been transferred from retained earnings
      to
      additional paid-in-capital and par value of common stock due to four separate
      stock dividends paid in 2002, 2003, 2005 and 2006, with $6,386,916 included
      in
      the year ended January 31, 2007.





The
      accompanying notes are an integral part of these financial
      statements.





4








**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME**


**(UNAUDITED)**





THREE
                MONTHS ENDED
            
            
            NINE
                MONTHS ENDEDOctober
                31,
            
            
            October
                312007
            
            
            2006
            
            
            2007
            
            
            2006Net
                sales
            
            $
            23,452,983
            
            
            $
            23,262,933
            
            
            $
            70,781,406
            
            
            $
            74,571,820Cost
                of goods sold
            
            
            17,748,865
            
            
            
            17,626,698
            
            
            
            54,593,816
            
            
            
            55,937,033Gross
                profit
            
            
            5,704,118
            
            
            
            5,636,235
            
            
            
            16,187,590
            
            
            
            18,634,787Operating
                expenses
            
            
            4,355,330
            
            
            
            4,579,291
            
            
            
            12,928,909
            
            
            
            13,330,136Operating
                profit
            
            
            1,348,788
            
            
            
            1,056,944
            
            
            
            3,258,681
            
            
            
            5,304,651Interest
                and other income, net
            
            
            51,249
            
            
            
            123,737
            
            
            
            176,387
            
            
            
            156,722Interest
                expense
            
            
            (94,344
            )
            
            
            (79,696
            )
            
            
            (205,470
            )
            
            
            (266,469
            )Income
                before income taxes
            
            
            1,305,693
            
            
            
            1,100,985
            
            
            
            3,229,598
            
            
            
            5,194,904Provision
                for income taxes
            
            
            375,536
            
            
            
            120,935
            
            
            
            936,543
            
            
            
            1,398,560Net
                income
            
            $
            930,157
            
            
            $
            980,050
            
            
            $
            2,293,055
            
            
            $
            3,796,344Net
                income per common share*:Basic
            
            $
            .17
            
            
            $
            .18
            
            
            $
            .42
            
            
            $
            .69Diluted
            
            $
            .17
            
            
            $
            .18
            
            
            $
            .41
            
            
            $
            .69Weighted
                average common shares outstanding*:Basic
            
            
            5,523,288
            
            
            
            5,521,824
            
            
            
            5,522,572
            
            
            
            5,520,567Diluted
            
            
            5,544,619
            
            
            
            5,531,497
            
            
            
            5,542,144
            
            
            
            5,526,561


*Adjusted
      for the 10% stock dividend to shareholders of record on August 1,
      2006.








The
      accompanying notes are an integral part of these financial
      statements.














5





**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS'
      EQUITY**


**(UNAUDITED)**


Nine
      months ended October 31, 2007


Common
                Stock
            
            
            Additional
              Paid-in
            
            
            Retained
            
            
            Other
              ComprehensiveShares
            
            
            Amount
            
            
            Capital
            
            
            Earnings
            
            
            Loss
            
            
            TotalBalance
                February 1, 2007
            
            
            5,521,824
            
            
            $
            55,218
            
            
            $
            48,972,025
            
            
            $
            17,031,928
            
            
            $
            -----
            
            
            $
            66,059,171Net
                Income
            
            
            -----
            
            
            
            -----
            
            
            
            -----
            
            
            
            2,293,055
            
            
            
            -----
            
            
            
            2,293,055Exercise
                of Stock Option
            
            
            1,464
            
            
            
            15
            
            
            
            6,675
            
            
            
            -----
            
            
            
            -----
            
            
            
            6,690Effect
                of Adoption of FIN 48
              (Note
                10)
            
            
            -----
            
            
            
            -----
            
            
            
            -----
            
            
            
            (350,000
            )
            
            
            -----
            
            
            
            (350,000
            )Effect
                of Adoption of SAB No. 108
              (Note
                16)
            
            
            -----
            
            
            
            -----
            
            
            
            -----
            
            
            
            (262,000
            )
            
            
            -----
            
            
            
            (262,000
            )Other
                Comprehensive Loss
            
            
            -----
            
            
            
            -----
            
            
            
            -----
            
            
            
            -----
            
            
            
            (115,512
            )
            
            
            (115,512
            )Stock
                Based Compensation
            
            
            -----
            
            
            
            -----
            
            
            
            170,772
            
            
            
            -----
            
            
            
            -----
            
            
            
            170,772Balance
                October 31, 2007
            
            
            5,523,288
            
            
            $
            55,233
            
            
            $
            49,149,472
            
            
            $
            18,712,983
            
            
            $
            (115,512
            )
            
            $
            67,802,176





(Reflects
      four separate 10% stock dividends issued on July 31, 2002, 2003, April 30,
      2005
      and August 1, 2006, which resulted in a cumulative transfer of $17,999,739
      from
      retained earnings to additional paid-in capital and par value of common
      stock).











The
      accompanying notes are an integral part of these financial
      statements.








6





**LAKELAND
      INDUSTRIES, INC.  AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


(UNAUDITED)





NINE
                MONTHS ENDEDOctober
                31,2007
            
            
            2006Cash
                Flows from Operating Activities:Net
                income
            
            $
            2,293,055
            
            
            $
            3,796,344Adjustments
                to reconcile net income to net cash (used in) providedby
                operating activities:Stock
                based compensation
            
            
            170,772
            
            
            
            93,947Allowance
                for doubtful accounts
            
            
            13,000
            
            
            
            (197,000
            )Reserve
                for inventory obsolescence
            
            
            289,601
            
            
            
            (40
            )Depreciation
                and amortization
            
            
            816,441
            
            
            
            798,484Deferred
                income tax
            
            
            (157,591
            )
            
            
            (338,000
            )Changes
                in operating assets and liabilities:Decrease
                in accounts receivable
            
            
            33,744
            
            
            
            1,316,873(Increase)
                decrease in inventories
            
            
            (5,809,366
            )
            
            
            65,097Decrease
                (Increase) decrease in other assets
            
            
            1,369,535
            
            
            
            (3,854,674
            )(Decrease)
                Increase in accounts payable, accrued expenses
              and
                other liabilities
            
            
            (628,465
            )
            
            
            241,720Net
                cash (used in) provided by operating activities
            
            
            (1,635,274
            )
            
            
            1,922,751Cash
                Flows from Investing Activities:Purchases
                of property and equipment
            
            
            (2,049,565
            )
            
            
            (631,045
            )Net
                cash used in investing activities
            
            
            (2,049,565
            )
            
            
            (631,045
            )Cash
                Flows from Financing Activities:Proceeds
                from exercise of stock option
            
            
            6,690
            
            
            
            11,876Construction
                loan proceeds
            
            
            992,888
            
            
            
            -----Net
                borrowings under loan agreements
            
            
            3,450,000
            
            
            
            606,000Net
                cash provided by financing activities
            
            
            4,449,578
            
            
            
            617,876Net
                increase in cash
            
            
            764,739
            
            
            
            1,909,582Cash
                and cash equivalents at beginning of period
            
            
            1,906,557
            
            
            
            1,532,453Cash
                and cash equivalents at end of period
            
            $
            2,671,296
            
            
            $
            3,442,035





The
      accompanying notes are an integral part of these financial
      statements.








7





**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


(Unaudited)





***1.     Business***




Lakeland
      Industries, Inc. and Subsidiaries (collectively referred to as “we,” “us,” “our”
or “the Company"), a Delaware corporation, organized in April 1982, manufactures
      and sells a comprehensive line of safety garments and accessories for the
      industrial protective clothing and homeland security markets. The principal
      market for our products is the United States. In FY2007, the Company expanded
      its operations by opening sales offices and/or warehousing facilities in Chile,
      Japan, China and continued expanding its operations in Canada and the United
      Kingdom. The Company also purchased the Industrial Glove Assets of RFB Latex
      in
      New Delhi, India in November 2006. No customer accounted for more than 10%
      of
      net sales during the three and nine month periods ended October 31, 2007 and
      2006, respectively.




***2.    Basis
      of Presentation***


The
                condensed consolidated financial statements included herein have
                been
                prepared by us, without audit, pursuant to the rules and regulations
                of
                the Securities and Exchange Commission and reflect all adjustments
                (consisting of only normal and recurring adjustments) which are, in the
                opinion of management, necessary to present fairly the consolidated
                financial information required therein.  Certain information and
                note disclosures normally included in financial statements prepared
                in
                accordance with accounting principles generally accepted in the United
                States of America (“GAAP”) have been condensed or omitted pursuant to such
                rules and regulations. While we believe that the disclosures are
                adequate
                to make the information presented not misleading, it is suggested
                that
                these condensed consolidated financial statements be read in conjunction
                with the consolidated financial statements and the notes thereto
                included
                in our Annual Report on Form 10-K filed with the Securities and Exchange
                Commission for the year ended January 31,
                2007.





The
      results of operations for the three and nine month periods ended October 31,
      2007 are not necessarily indicative of the results to be expected for the full
      year.




***3.    Principles
      of Consolidation***




The
                accompanying condensed consolidated financial statements include
                the
                accounts of the Company and its wholly-owned subsidiaries.  All
                significant inter-company accounts and transactions have been
                eliminated.





***4.***
            ***Inventories:***


Inventories
      consist of the
      following:


October
                31,
            
            
            January
                31,2007
            
            
            2007Raw
                materials
            
            $
            24,328,065
            
            
            $
            19,051,284Work-in-process
            
            
            3,026,003
            
            
            
            2,760,196Finished
                Goods
            
            
            19,121,436
            
            
            
            19,144,259$
            46,475,504
            
            
            $
            40,955,739


Inventories
                include freight-in, materials, labor and overhead costs and are stated
                at
                the lower of cost (on a first-in-first-out basis) or
                market.





***5.***
            ***Earnings
                Per Share**:*


Basic
      earnings per share are based on the weighted average number of common shares
      outstanding without consideration of common stock equivalents. Diluted earnings
      per share are based on the





8





weighted
      average number of common and common stock equivalents. The diluted earnings
      per
      share calculation takes into account the shares that may be issued upon exercise
      of stock options, reduced by the shares that may be repurchased with the funds
      received from the exercise, based on the average price during the
      period.





The
      following table sets forth the computation of basic and diluted earnings per
      share at October 31, 2007 and 2006, adjusted, retroactively, for the 10% Stock
      dividends to Shareholders on August 1, 2006.


**Three
                Months Ended**
            
            
            **Nine
                Months Ended****October
                31,**
            
            
            **October
                31,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**NumeratorNet
                Income
            
            $
            930,157
            
            
            $
            980,050
            
            
            $
            2,293,055
            
            
            $
            3,796,344DenominatorDenominator
                for basic earnings per share
            
            
            5,523,288
            
            
            
            5,521,824
            
            
            
            5,522,572
            
            
            
            5,520,567(Weighted-average
                shares)Effect
                of dilutive securities
            
            
            21,331
            
            
            
            9,673
            
            
            
            19,572
            
            
            
            5,994Denominator
                for diluted earnings per share
            
            
            5,544,619
            
            
            
            5,531,497
            
            
            
            5,542,144
            
            
            
            5,526,561(adjusted
                weighted average shares)Basic
                earnings per share
            
            $
            .17
            
            
            $
            .18
            
            
            $
            .42
            
            
            $
            .69Diluted
                earnings per share
            
            $
            .17
            
            
            $
            .18
            
            
            $
            .41
            
            
            $
            .69





***6.***
            ***Revolving
                Credit Facility***


At
      October 31, 2007, the balance outstanding under our $25 million five year
      revolving credit facility amounted to $7.236 million. The credit facility is
      collateralized by substantially all of the assets of the Company. The credit
      facility contains financial covenants, including, but not limited to, fixed
      charge ratio, funded debt to EBIDTA ratio, inventory and accounts receivable
      collateral coverage ratio, with respect to which the Company was in compliance
      at October 31, 2007 and for the period then ended. The weighted average interest
      rate for the three and nine month periods ended October 31, 2007 was 5.79%
      and
      5.75%, respectively.








***7.***
            ***Major
                Supplier***


We
      purchased 64.42% of our raw materials from one supplier during the nine month
      period ended October 31, 2007. We expect this relationship to continue for
      the
      foreseeable future. If required, similar raw materials could be purchased from
      other sources; however, our competitive position in the marketplace would be
      adversely affected.





***8.***
            ***Employee
                Stock Compensation***


The
                Company’s Director’s Plan permits the grant of share options and shares to
                its Directors for up to 60,000 shares of common stock as stock
                compensation.  All stock options under this Plan are granted at
                the fair market value of the common stock at the grant
                date.  This date is fixed only once a year upon a Board Member’s
                re-election to the Board at the Annual Shareholders’ meeting which is the
                third Wednesday in June pursuant to the Director’s Plan and our Company
                By-Laws.  Directors’ stock options vest ratably over a 6 month
                period and generally expire 6 years from the grant
                date.








9





The
                following table represents our stock options granted, exercised,
                and
                forfeited during the first quarter of fiscal
                2008.





Stock
                Options
            
            Number
              of
                Shares
            
            
            Weighted
                Average
              Exercise
                Price per
              Share
            
            
            Weighted
                Average
              Remaining
              Contractual
                Term
            
            
            Aggregate
              Intrinsic
              ValueOutstanding
                at January 31, 2007
            
            
            19,031
            
            
            $
            12.79
            
            
            3.5
                years
            
            
            $
            35,778Exercised
                Stock Option
            
            
            1,464
            
            
            $
            4.57
            
            
            
            -----
            
            
            
            -----Outstanding
                at October 31, 2007
            
            
            17,567
            
            
            $
            13.48
            
            
            2.8
                years
            
            
            $
            0Exercisable
                at  October 31, 2007
            
            
            17,567
            
            
            $
            13.48
            
            
            2.8
                years
            
            
            $
            0





***Restricted
      Stock Plan and Performance
      Equity Plan***




On
      June
      21, 2006, the shareholders of the Company approved a restricted stock plan.
      A
      total of 253,000 shares of restricted stock were authorized under this plan.
      Under the restricted stock plan, eligible employees and directors are awarded
      performance-based restricted shares of the Corporation’s common stock. The
      amount recorded as expense for the performance-based grants of restricted stock
      is based upon an estimate made at the end of each reporting period as to the
      most probable outcome of this plan at the end of the three year performance
      period. (e.g., baseline, minimum, maximum or zero). In addition to the grants
      vesting based solely on performance, certain awards pursuant to the plan have
      a
      time-based vesting requirement, under which awards vest from three to four
      years
      after issuance, subject to continuous employment and certain other conditions.
      Restricted stock has the same voting rights as other common stock. Restricted
      stock awards do not have voting rights, and the underlying shares are not
      considered to be issued and outstanding until vested.





The
      Company has granted up to a maximum of 141,559 restricted stock awards as of
      October 31, 2007. All of these restricted stock awards are non-vested at October
      31, 2007 (97,449 shares at “baseline” and 54,329 shares at “minimum”) and have a
      weighted average grant date fair value of $13.09. The Company recognizes expense
      related to performance-based awards over the requisite service period using
      the
      straight-line attribution method based on the outcome that is
      probable.





As
      of
      October 31, 2007, unrecognized stock-based compensation expense related to
      restricted stock awards totaled $1,039,868, before income taxes, based on the
      maximum performance award level.  Such unrecognized stock-based
      compensation expense related to restricted stock awards totaled $723,521 and
      $414,270 at the baseline and minimum performance levels, respectively. The
      cost
      of these non-vested awards is expected to be recognized over a weighted-average
      period of three years.  The board has estimated the Company’s current
      performance level to be at the minimum level and expenses have been recorded
      accordingly.  The performance based awards are not considered stock
      equivalents for EPS purposes





***Stock-Based Compensation***




The
                Company recognized total stock-based compensation costs of $170,772,
                of
                which $170,772 results from the 2006 Equity Incentive Plan, and $0
                results
                from the Non-Employee Directors Option Plan for the nine months ended
                October 31, 2007 and $72,597 and $21,350 for the nine months ended
                October
                31, 2006, respectively.  These amounts are reflected in selling,
                general and administrative expenses.  The total income tax
                benefit recognized for stock-based compensation arrangements was
                $61,500
                and $33,821 for the nine months ended October 31, 2007 and 2006,
                respectively.








10





***9.      Manufacturing
      Segment Data***




Domestic
      and international sales are as follows in millions of dollars:




Three
                Months Ended
            
            
            Nine
                Months EndedOctober
                31,
            
            
            October
                31,**2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**Domestic
            
            $
            19.8
            
            
            
            84.3
            %
            
            $
            20.6
            
            
            
            88.4
            %
            
            $
            59.7
            
            
            
            84.3
            %
            
            $
            66.3
            
            
            
            88.9
            %International
            
            
            3.7
            
            
            
            15.7
            %
            
            
            2.7
            
            
            
            11.6
            %
            
            
            11.1
            
            
            
            15.7
            %
            
            
            8.3
            
            
            
            11.1
            %Total
            
            $
            23.5
            
            
            
            100
            %
            
            $
            23.3
            
            
            
            100
            %
            
            $
            70.8
            
            
            
            100
            %
            
            $
            74.6
            
            
            
            100
            %





We
      manage
      our operations by evaluating each of our geographic locations. Our North
      American operations include our facilities in Decatur, Alabama (primarily the
      distribution to customers of the bulk of our products and the manufacture of
      our
      chemical, glove and disposable products), Jerez, Mexico (primarily disposable,
      glove and chemical suit production), St. Joseph, Missouri and Shillington,
      Pennsylvania (primarily woven products production). We also maintain three
      manufacturing facilities in China (primarily disposable and chemical suit
      production) and a glove manufacturing facility in New Delhi, India. Our China
      facilities and our Decatur, Alabama facility produce themajority of the Company’s
      products. The accounting policies of these operating entities are the same
      as
      those described in Note 1 to our  Annual Report on Form 10-K for the
      year ended January 31, 2007. We evaluate the performance of these entities
      based
      on operating profit which is defined as income before income taxes, interest
      expense and other income and expenses. We have sales forces in Canada, Europe,
      Chile and China which sell and distribute products shipped from the United
      States, Mexico or China.




The
      table
      below represents information about reported manufacturing segments for the
      three
      and nine month periods noted therein:




Three
                Months Ended
              October
                31,
              (in
                millions of dollars)
            
            
            Nine
                Months Ended
              October
                31,
              (in
                millions of dollars)2007
            
            
            2006
            
            
            2007
            
            
            2006Net
                Sales:North
                America and other foreign
            
            $
            23.62
            
            
            $
            24.39
            
            
            $
            72.67
            
            
            $
            77.87China
            
            
            4.14
            
            
            
            3.0
            
            
            
            10.6
            
            
            
            8.6India
            
            
            .04
            
            
            
            .11
            
            
            
            .13
            
            
            
            .43Less
                inter-segment sales
            
            
            (4.30
            )
            
            
            (4.20
            )
            
            
            (12.60
            )
            
            
            (12.30
            )Consolidated
                sales
            
            $
            23.50
            
            
            $
            23.30
            
            
            $
            70.80
            
            
            $
            74.60Operating
                Profit:North
                America and other foreign
            
            $
            .62
            
            
            $
            1.25
            
            
            $
            1.87
            
            
            $
            4.9China
            
            
            1.02
            
            
            
            .50
            
            
            
            2.0
            
            
            
            1.4India
            
            
            (.22
            )
            
            
            (.68
            )
            
            
            (.46
            )
            
            
            (.90
            )Less
                inter-segment profit (loss)
            
            
            (.07
            )
            
            
            (.07
            )
            
            
            (.11
            )
            
            
            (.10
            )Consolidated
                profit
            
            $
            1.35
            
            
            $
            1.0
            
            
            $
            3.3
            
            
            $
            5.3Identifiable
                Assets (at Balance Sheet date or change during quarter):North
                America and other foreign
            
            $
            2.5
            
            
            $
            2.33
            
            
            $
            65.8
            
            
            $
            65.4China
            
            
            2.0
            
            
            
            .50
            
            
            
            10.4
            
            
            
            7.5India
            
            
            -----
            
            
            
            .57
            
            
            
            4.3
            
            
            
            4.3Consolidated
                assets
            
            $
            4.5
            
            
            $
            3.4
            
            
            $
            80.5
            
            
            $
            77.2Depreciation  and
                Amortization Expense:North
                America and other foreign
            
            $
            .16
            
            
            $
            .20
            
            
            $
            .47
            
            
            $
            .50China
            
            
            .07
            
            
            
            .10
            
            
            
            .27
            
            
            
            .30India
            
            
            .08
            
            
            
            -----
            
            
            
            .08
            
            
            
            -----Consolidated
                depreciation expense
            
            $
            .31
            
            
            $
            .30
            
            
            $
            .82
            
            
            $
            .80








11





***10.*** ***Adoption
      of FIN 48***





*UNCERTAIN
      TAX POSITIONS.*Effective February 1, 2007, the first day of fiscal 2008,
      the Company adopted the provisions of Financial Accounting Standards Board
      (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”
(“FIN 48”). FIN 48 prescribes recognition thresholds that must be met before a
      tax position is recognized in the financial statements and provides guidance
      on
      de-recognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. Under FIN 48, an entity may only recognize
      or continue to recognize tax positions that meet a "more likely than not"
      threshold. The Company recorded the cumulative effect of applying FIN 48 as
      a
      $350,000 decrease to the opening balance of retained earnings as of February
      1,
      2007, the date of adoption.





The
      Company’s policy is to recognize interest and penalties related to income tax
      issues as components of income tax expense. The Company had approximately
      $60,000 of accrued interest as of February 1, 2007, which was included in the
      above $350,000 charge pursuant to FIN 48, and has accrued $10,000
      additional interest to date.





The
      Company is subject to U.S. federal income tax, as well as income tax in multiple
      U.S. state and local jurisdictions and a limited number of foreign
      jurisdictions.   The Company’s Federal Income Tax returns for the
      fiscal years ended January 31, 2003, 2004 and 2005 have been audited by the
      Internal Revenue Service. Such audits are complete with one issue in dispute
      relating to deductions taken by the Company for charitable contributions of
      its
      stock in trade, and one other issue in dispute which would result in a timing
      difference. Such issues are in the Appellate Division of the Internal Revenue
      Service. An initial meeting was held in May 2007 and a second meeting was held
      on October 16, 2007.  Since the final result of these issues cannot be
      estimated by management at this time, in the first quarter of FY08, management
      has recorded a charge of $350,000 representing the government’s position plus
      interest.





***11.*** ***Real
      Estate Purchases***


In
                June 2006, the Company entered into an agreement to construct a
                distribution facility in Brantford, Ontario at a cost of approximately
                $2,200,000 (Canadian) ($2,324,353) US at the exchange rate at October
                31, 2007. In order to finance the acquisition, the Company has arranged
                a
                term loan in the amount of $2,000,000 (Canadian) bearing interest
                at the
                Business Development Bank of Canada’s floating base rate minus 1.25%
                (currently equal to 6.75%) and is repayable in 240 monthly principal
                installments of $8,350 (Canadian) plus interest. The Company has
                drawn
                down $992,887 USD against this loan to fund construction in progress
                at
                October 31, 2007, and has included $16,182 CAD as capitalized interest
                reflected in the asset cost.





***12.*** ***Related
      Party Transactions***




In
      connection with the asset purchase agreement, dated August 1, 2005, between
      the
      Company and Mifflin Valley, Inc., the Company entered into a five year lease
      agreement with the seller (now an employee of the Company) to rent the
      manufacturing facility owned by the seller at an annual rental
      of  $57,504, or a per square foot rental of $3.10.  This
      amount was obtained, prior to the acquisition from an independent appraisal
      of
      the fair market rental value per square foot.  In addition the Company
      has been renting since January 1, 2006, 12,000 sq ft of warehouse space in
      PA
      from this employee, on a month by month basis, for the annual amount of $3.00
      per square foot.





On
      March
      1, 1999, we entered into a one year (renewable for four additional one year
      terms) lease agreement with Harvey Pride, Jr., our Vice President of
      Manufacturing, for a 2,400 sq. ft. customer service office located next to
      our
      existing Decatur, Alabama facilityat an annual rent of $18,000. This lease
      was
      renewed on March 1, 2004 through March 31, 2009 at the same rental
      rate.





***13.***  ***Formation
      of New Subsidiaries******and
      Restructuring***




On
      February 23, 2007, Lakeland Gloves and Safety Apparel Private Limited was formed
      to hold the assets of the Company’s recently purchased Indian business. On March
      27, 2007, Industrias Lakeland de S.A. de C.V. was formed to operate the new
      facilities in Jerez, Mexico.





12








The
      Company is closing its Celaya, Mexico manufacturing facility and opening a
      new
      and larger facility in Jerez, Mexico. Lakeland is making this change in
      facilities primarily to reduce the unit cost of its production. Jerez presents
      better labor, rental and transportation values than does our current Celaya
      plant and the Company believes it can realize savings of close to $500,000
      annually once the production move is fully implemented in December 2007. The
      new
      Jerez facility will also double our capacity in Mexico and will be used for
      specialty woven items that are not made in China due to high tariffs and/or
      quotas imposed by most customs departments in North and South America on such
      goods, but not dutiable if made in Mexico under the NAFTA and other Latin
      American Trade Treaties. The Company has taken a $506,000 pretax write-off
      in
      its first quarter ended April 30, 2007, primarily attributable to $275,000
      in
      legally mandated severance costs to its Celaya employees, $134,000 in other
      termination costs and $97,000 in moving and start-up costs.





***14.*** ***Mexican
      Tax Situation***




In
      August
      2001, Guanajuato Mexico, Secretaria de Hacienda Credito Publico (“Hacienda”)
      began an audit of our wholly-owned subsidiary Lakeland de Mexico de SA de
      CV.  The audit resulted in a claim by Hacienda for 9,195,254 Mexican
      Pesos (approximately $800,000 USD), in December 2002.  In June 2003
      Hacienda’s own Legal Department, in an administrative opinion, dismissed this
      deficiency in total.  In December 2003 the Hacienda Audit Department
      changed tactics and reinstated the deficiency based on new legal
      theories.  In response to this second claim, in March 2004 Lakeland de
      Mexico filed a Nullity Proceeding against Hacienda at the Tribunal Federal
      de
      Justica Fiscal Administrativa, Celaya, Guanajuato to nullify Hacienda’s tax
      liens and deficiencies.  On August 4, 2006 we were officially notified
      that the above described legal proceedings were decided in Lakeland’s favor by a
      three judge panel. The Hacienda tax authority then asked for a review from
      a
      higher court of the lower court’s holding. The higher Mexican court upheld the
      lower court’s holding on May 4, 2007 and this tax deficiency issue has been
      closed in Lakeland’s favor.





***15.*** ***Derivative
      Instruments and Foreign Currency Exposure***




The
      Company has foreign currency exposure, principally through sales in Canada
      and
      the UK and production in Mexico and China.  Management has commenced a
      hedging program to partially offset this risk by purchasing forward contracts
      to
      sell the Canadian Dollar, Euro and Great Britain Pound.  Such
      contracts for the Euro and Pound are largely timed to expire with the last
      day
      of the fiscal quarter, with a new contract purchased on the first day of the
      following quarter, to match the operating cycle of the
      Company.  Management has decided not to hedge its long position in the
      Chinese Yuan.





The
      Company accounts for its foreign exchange derivative instruments under Statement
      of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative
      Instruments and Hedging Activities,” as amended.  This standard requires
      recognition of all derivatives as either assets or liabilities at fair value
      and
      may result in additional volatility in both current period earnings and other
      comprehensive income as a result of recording recognized and unrecognized gains
      and losses from changes in the fair value of derivative
      instruments.





The
                Company had one derivative instrument outstanding at October 31,
                2007
                which was treated as a cash flow hedge intended for forecasted purchases
                of merchandise by the Company’s Canadian subsidiary.  The Company had
                no derivative instruments outstanding at October 31, 2006.  The
                change in the fair market value of the effective hedge portion of
                the
                foreign currency forward exchange contracts was an unrealized loss
                of
                $115,512, for the nine month period ended October 31, 2007 and was
                recorded in other comprehensive income (loss). It will be released
                into
                operations over 18 months based on the timing of the sales of the
                underlying inventory.  The release to operations will be reflected in
                cost of products sold.During the period ended October 31, 2007, the Company recorded
                an
                immaterial loss in cost of goods sold for the remaining portion of
                the
                foreign currency forward exchange contract that did not qualify for
                hedge
                accounting treatment.  The derivative instrument was in the form
                of a foreign currency “participating forward” exchange contract. The
                “participating forward” feature affords the Company full protection on the
                downside and the ability to retain 50% of any gains, in exchange
                for a
                premium at inception.  Such premium is built into the contract
                in the form of a different contract rate in the amount of
                $0.0160.





13








***16.*** ***Adoption
      of SAB No. 108***




In
      September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements.”  The transition provisions of SAB 108 permit the Company to
      adjust for the cumulative effect on retained earnings of immaterial errors
      relating to prior years. SAB 108 also requires the adjustment of any prior
      quarterly financial statements within the fiscal year of adoption for the
      effects of such errors on the quarters when the information is next presented.
      Such adjustments do not require previously filed reports with the SEC to be
      amended. The Company adopted SAB 108 at the end of fiscal 2007. In accordance
      with SAB 108, the Company has adjusted beginning retained earnings for fiscal
      2008 in the accompanying consolidated financial statements for the items
      described under “Elimination of Intercompany Profit in Inventory” below. The
      Company considers these adjustments to be immaterial to prior
      periods.




*Elimination
      of Intercompany Profit in Inventory*




As
      part
      of the Company’s routine testing for Sarbanes-Oxley compliance, it was
      determined that a report used for the calculation of the elimination of
      intercompany profit in inventory did not include finished goods inbound in
      transit, thereby serving to understate the amount of intercompany profit to
      be eliminated.




The
      Company analyzed the effect of this adjustment on prior years to fiscal 2005
      and
      has quantified an adjustment of $262,000, net of taxes, over the effected period
      through fiscal 2007.  In accordance with the provisions of SAB 108, the
      Company decreased beginning retained earnings for fiscal year 2008 by $262,000
      within the accompanying Condensed Consolidated Financial
      Statements.




The
      Company does not believe that the net effect of this adjustment was material,
      either quantitatively or qualitatively, in any of the years covered by the
      review. In reaching that determination, the following quantitative measures
      were
      considered:




*(in thousands)*
            
            
            
            
            
            
            
            **Net Adjustment, After****Net
                Decrease to**
            
            
            **Net Income**
            
            
            **Tax as a
                % of Net****Fiscal Year**
            
            **Net
                Income**
            
            
            **As Reported**
            
            
            **Income As Reported**2007
            
            $
            154
            
            
            $
            5,104
            
            
            
            3.02
            %2006
            
            
            20
            
            
            
            6,329
            
            
            
            0.32
            %2005
            
            
            88
            
            
            
            5,016
            
            
            
            1.75
            %Total
            
            $
            262
            
            
            
            16,449
            
            
            
            1.59
            %





*Impact
      of Adjustments*




The
      impact of each of the items noted above, net of tax, on fiscal 2008 beginning
      balances are presented below:





*(in thousands)*
            
            
            **Total**Inventory
            
            
            $
            (262)Retained
                Earnings
            
            
            (262)Total
            
            
            $
            —








14





**Item
                2.**
            **Management’s
                Discussion and Analysis of Financial Condition and
                Results of Operations**





*You
      should read the following summary together with the more detailed business
      information and consolidated financial statements and related notes that
      appeared in our Form 10-K and Annual Report and in the documents that were
      incorporated by reference into our Form 10-K for the year ended January 31,
      2007.  This Form 10-Q may contain certain “forward-looking”
information within the meaning of the Private Securities Litigation Reform
      Act
      of 1995.  This information involves risks and
      uncertainties.  Our actual results may differ materially from the
      results discussed in the forward-looking statements. See page 3 of this
      10-Q.*




**Overview**




We
      manufacture and sell a comprehensive line of safety garments and accessories
      for
      the industrial protective clothing and homeland security markets. Our products
      are sold by our in-house sales force and independent sales representatives
      to a
      network of over 1,000 safety and mill supply distributors. These distributors
      in
      turn supply end user industrial customers such as chemical/petrochemical,
      automobile, steel, glass, construction, smelting, janitorial, pharmaceutical
      and
      high technology electronics manufacturers, as well as hospitals and
      laboratories. In addition, we supply federal, state and local governmental
      agencies and departments such as fire and police departments, airport crash
      rescue units, the Department of Defense, the Centers for Disease Control, and
      numerous other agencies of the federal and state governments.





We
      have
      operated manufacturing facilities in Mexico since 1995 and in China since 1996.
      Beginning in 1995, we moved the labor intensive sewing operation for our limited
      use/disposable protective clothing lines to these facilities. In late 2006
      we
      acquired an Indian glove manufacturing operation to complement our existing
      string knit glove lines. Our facilities and capabilities in China, India and
      Mexico allow access to a less expensive labor pool than is available in the
      United States and permit us to purchase certain raw materials at a lower cost
      than they are available domestically. As we have increasingly moved production
      of our products to our facilities in Mexico and China, we have seen improvements
      in the profit margins for these products. We continue to move production of
      our
      reusable woven garments and gloves to these facilities and expect to continue
      this process through fiscal 2008. As a result, we expect to see continuing
      profit margin improvements for these product lines over time.





**Critical
      Accounting Policies and Estimates**




The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities, net sales
      and
      expenses, and disclosure of contingent assets and liabilities. We base estimates
      on our past experience and on various other assumptions that we believe to
      be
      reasonable under the circumstances and we periodically evaluate these
      estimates.





We
      believe the following critical accounting policies affect our more significant
      judgments and estimates used in the preparation of our consolidated financial
      statements.





*Revenue
      Recognition.*We derive our sales primarily from our limited use/disposable
      protective clothing and secondarily from our sales of high-end chemical
      protective suits, reusable woven garments, fire fighting and heat protective
      apparel, gloves, arm guards and high visibility clothing. Sales are recognized
      when goods are shipped to our distributors at which time title and the risk
      of
      loss passes. Sales are reduced for sales returns and allowances. Payment terms
      are generally net 30 days for United States sales and net 90 days for
      international sales.





*Inventories.*Inventories include freight-in, materials, labor and overhead costs and
      are
      stated at the lower of cost (on a first-in, first-out basis) or market.
      Provision is made for slow-moving, obsolete or unusable inventory.





*Allowance
      for Doubtful Accounts.*We establish an allowance for doubtful accounts to provide for





15





accounts
      receivable that may not be collectible. In establishing the allowance for
      doubtful accounts, we analyze the collectibility of individual large or past
      due
      accounts customer-by-customer.





*Income
      Taxes and Valuation Reserves.*We are required to estimate our income taxes
      in each of the jurisdictions in which we operate as part of preparing our
      consolidated financial statements. This involves estimating the actual current
      tax in addition to assessing temporary differences resulting from differing
      treatments for tax and financial accounting purposes. These differences,
      together with net operating loss carry forwards and tax credits, are recorded
      as
      deferred tax assets or liabilities on our balance sheet. A judgment must then
      be
      made of the likelihood that any deferred tax assets will be realized from future
      taxable income. A valuation allowance may be required to reduce deferred tax
      assets to the amount that is more likely than not to be realized. In the event
      we determine that we may not be able to realize all or part of our deferred
      tax
      asset in the future, or that new estimates indicate that a previously recorded
      valuation allowance is no longer required, an adjustment to the deferred tax
      asset is charged or credited to net income in the period of such
      determination.





*Valuation
      of Goodwill and Other Intangible Assets.*On February 1, 2002, we adopted
      Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other
      Intangible Assets,” which provides that goodwill and other intangible assets are
      no longer amortized, but are assessed for impairment annually and upon
      occurrence of an event that indicates impairment may have occurred. Goodwill
      impairment is evaluated utilizing a two-step process as required by SFAS No.
      142. Factors that we consider important that could identify a potential
      impairment include:  significant underperformance relative to expected
      historical or projected future operating results; significant changes in the
      overall business strategy; and significant negative industry or economic trends.
      When we determine that the carrying value of intangibles and goodwill may not
      be
      recoverable based upon one or more of these indicators of impairment, we measure
      any potential impairment based on a projected discounted cash flow
      method.  Estimating future cash flows requires our management to make
      projections that can differ materially from actual results.





*Self-Insured
      Liabilities.*We have a self-insurance program for certain employee health
      benefits. The cost of such benefits is recognized as expense based on claims
      filed in each reporting period, and an estimate of claims incurred but not
      reported during such period. Our estimate of claims incurred but not reported
      is
      based upon historical trends. If more claims are made than were estimated or
      if
      the costs of actual claims increases beyond what was anticipated, reserves
      recorded may not be sufficient and additional accruals may be required in future
      periods. We maintain separate insurance to cover the excess liability over
      set
      single claim amounts and aggregate annual claim amounts.





**Significant
      Balance Sheet Fluctuation October 31, 2007 as compared to January 31,
      2007**




Cash
      increased by $.765 million as a result of normal fluctuations
      in  uncollected funds deposited. Accounts receivable decreased by
      $.021 million. Inventory increased by $5.52 million due to an increase in raw
      materials of $5.28 million. A decrease in finished goods of $.22 million was
      offset by an increase in inventory reserves of $.29 million and intercompany
      profit elimination of $.109 million. Overall inventories increased by $5.5
      million from their January 2007 levels resulting from lower sales of Tyvek
      products in Q3 FY08 compared with purchasing commitments to vendors and
      approximately a $1 million increase in wovens to support a new customer. The
      Company has started to realize the benefits of its recent discounted purchases.
      Raw material purchasing continued at higher levels than normal in order to
      take
      advantage of discounts offered by suppliers.  Such discounts
      positively impacted our third quarter earnings and should positively impact
      our
      fourth quarter earning as these discounted raw materials roll through our
      international pipelines. Deferred income taxes increased by a $.158 million
      tax
      benefit for the India and Mexican operations.  Other current assets
      decreased principally due to receipt of $1.94 million rebates related to the
      purchase of raw material. Accounts payable decreased by $.21
      million.





At
      October 31, 2007 the Company had an outstanding loan balance of $7.236 million
      under its facility with Wachovia Bank, N.A. compared with $3.786 million at
      January 31, 2007 largely to finance the purchase of increase in inventory
      referred to above.  Total stockholder’s equity increased principally
      by the net income for the period of $2.29 million, offset by adoption of FIN
      48
      and SAB 108, stock based compensation and other comprehensive loss.





16











For
                  the Nine
                  Months
              For
                  the Three
                  MonthsEnded
                  October
                  31,
              Ended
                  October
                  31,2007
              2006
              
              2007
              2006Sales
              
              
              100.00
              %
              
              
              100.00
              %
              
              
              100.00
              %
              
              
              100.00
              %Gross
                  Profit
              
              
              24.30
              %
              
              
              24.20
              %
              
              
              22.90
              %
              
              
              25.00
              %Selling,
                  general and
                  administrative
              
              
              18.60
              %
              
              
              19.70
              %
              
              
              18.30
              %
              
              
              17.90
              %Income
                  from
                  operations
              
              
              5.80
              %
              
              
              4.50
              %
              
              
              4.60
              %
              
              
              7.10
              %Income
                  before provision for
                  income taxes
              
              
              5.60
              %
              
              
              4.70
              %
              
              
              4.60
              %
              
              
              7.00
              %Net
                  income
              
              
              4.00
              %
              
              
              4.20
              %
              
              
              3.30
              %
              
              
              5.10
              %





**Nine
      months ended October 31, 2007 as compared to the nine months ended October
      31,
      2006**




*Net
      Sales.*Net sales decreased $3.79 million, or 5.1% to $70.8 million for the
      nine months ended October 31, 2007 from $74.6 million for the nine months ended
      October 31, 2006.  The net decrease was comprised of decreased sales
      in Tyvek disposable garments of $5.2 million in the U.S. and $1.03 million
      in
      Canada primarily due to competitive market conditions, competitors rebate
      programs, lower government spending in the Company’s Chemical Protective
      garments by $21,000 and less revenue from India of $295,000 as a result of
      its
      shutdown for retooling during this fiscal year to date, counter balanced by
      growth in sales in Chile, Japan and United Kingdom subsidiaries of $1,103,000
      and by increased external sales from China of $1,681,000.  The Company
      expects to reopen its Indian facility in December 2007, so the resumption of
      glove sales should take full effect in the first quarter of fiscal
      2009.  Sales of wovens and gloves increased by $270,000 compared to
      the same period last year. The increase in fire gear sales was due to all new
      NFPA standards and Underwriter’s Laboratory (UL) certifications regarding the
      construction of fire gear, which negatively impacted the entire industry in
      the
      first two quarters. The decline in glove sales was due to the loss of two
      customers, one of whom went out of business. Wovens sales benefited from the
      introduction of a new line of aseptic anti-static garments.





*Gross
      Profit.*Gross profit decreased $2.4 million or 13.1% to $16.2 million for
      the nine months ended October 31, 2007 from $18.6 million for the nine months
      ended October 31, 2006.  Gross profit as a percentage of net sales
      decreased to 22.9% for the nine months ended October 31, 2007 from 24.9% for
      the
      nine months ended October 31, 2006, primarily due to a sales rebate program
      to
      meet competitive conditions resulting in a $777,000 reduction in sales and
      higher Tyvek fabric costs. Such higher Tyvek costs resulted from Tyvek purchased
      earlier at no rebate charged to costs of goods sold for the months of April,
      May
      and into early June resulting in higher costs of approximately $510,000. The
      supply of this higher cost raw material has now been exhausted, so gross margin
      improvement is anticipated relative to the lower cost of materials for new
      sales
      as compared to sales in the prior periods. Start-up costs related to the new
      foreign subsidiaries of approximately $714,000 were partially offset by ongoing
      cost reduction programs in component and service-purchasing, shifting production
      from the U.S. to China and Mexico, and a continuation of the plant restructuring
      in Mexico, rework expenses on a chemical suit contract, and reduced volumes
      in
      lower margin fire gear and gloves.








*Operating
      Expenses.*Operating expenses decreased $.40 million, or 3.0% to $12.9
      million for the nine months ended October 31, 2007 from $13.3 million for the
      nine months ended October 31, 2006. As a percentage of sales, operating expenses
      increased to 18.3% for the nine months ended October 31, 2007 from 17.9% for
      the
      nine months ended October 31, 2006.  This increase as a





17





percent
      of sales is largely due to reduced volume. The decrease in operating expenses
      in
      the nine months ended October 31, 2007 as compared to the nine months ended
      October 31, 2006 included:





·
            $0.27
                increase in R & D costs relating to UL certifications of fire gear and
                other non-related certifications and for new product
                lines.


·
            $0.23
                million in higher professional and consulting fees, largely resulting
                from
                audit fees and engineering fees related to
                India.


·
            $0.08
                million in share-based
                compensation.


·
            ($0.03)
                million lower freight out costs resulting from slight relief in prevailing
                carrier rates and lower volume.


·
            ($0.05)
                million in reduced bank charges resulting from reduced use of credit
                cards
                and a re-negotiation of the fee
                structure.


·
            ($0.07)
                million lower insurance costs.


·
            ($0.08)
                million decreased sales commissions and selling expenses due to decreased
                volume.


·
            ($0.11)
                million lower currency fluctuation costs resulting from our hedging
                program.


·
            ($0.28)
                million miscellaneous decreases.


·
            ($0.36)
                million lower start up expenses in
                India.








*Operating
      Profit*. Operating profit decreased 38.6% to $3.3 million for the nine
      months ended October 31, 2007 from $5.3 million for the nine months ended
      October 31, 2006.  Operating margins were 4.6% for the nine months
      ended October 31, 2007 compared to 7.1% for the nine months ended October 31,
      2006.





*Interest
      Expenses*.  Interest expenses decreased by $.061 million for the
      nine months ended October 31, 2007 as compared to the nine months ended October
      31, 2006 because of lower amounts borrowed and steady to lower interest rates
      under the Company’s credit facility.





*Income
      Tax Expense*.  Income tax expenses consist of federal, state, and
      foreign income taxes.  Income tax expenses decreased $.462 million, or
      33%, to $.937 million for the nine months October 31, 2007 from $1.399 million
      for the nine months ended October 31, 2006.  Lakeland’s effective tax
      rates were 28.9% and 26.9% for the nine months ended October 31, 2007 and 2006,
      respectively.  The Company’s effective tax rate varied from the
      federal statutory rate of 34% due primarily to the Mexican restructuring costs
      charged to the first quarter largely not eligible for tax benefits, which was
      offset by reduced domestic profits in the second quarter, and otherwise lower
      foreign tax rates, primarily resulting from greater profits resulting from
      outsourced production, reduced domestic profits in the second quarter, partially
      offset by state taxes and by start up losses in Chile and Japan which are not
      eligible for tax credits and for India in which a U.S. tax benefit of $158,000
      was recorded at October 31, 2007 and further offset by some foreign exchange
      items not eligible for foreign tax benefits.  The Indian losses became
      eligible for the tax benefit as a result of the planned liquidation of the
      existing Indian subsidiary which will result in a bad debt deduction for the
      U.S. parent company on its taxes for the uncollected portion of its loans and
      advances from the Indian subsidiary.





*Net
      Income*.  Net income decreased
      $1.50
      million, or 39.6% to $2.29 million for the nine months ended October 31, 2007
      from $3.80 million for the nine months ended October 31, 2006. The decrease
      in
      net income primarily resulted from lower sales and meeting competitive
      conditions in the disposable garment division both in the U.S. and Canada,
      offset by the decreased operating expenses described above, and the combined
      operating losses of $561,000 of the new foreign operations and the Mexican
      plant
      closing of $500,000.








**Three
      months ended October 31, 2007 as compared to the three months ended October
      31,
      2006**




*Net
      Sales.*Net sales increased $.19 million, or .82% to $23.5 million for the
      three months ended





18





October
      31, 2007 from $23.3 million for the three months ended October 31,
      2006.  The net increase on a year-over-year basis reflects decreased
      sales in disposable garments of $2.12 million in the U.S. and $59,000 in Canada,
      primarily due to competitive market conditions, increased government spending
      for Chemical Protective garments by $305,000, and a $68,000 reduction of revenue
      from India as a result of its shutdown for retooling during the quarter,
      partially offset by growth in sales in subsidiaries in Chile and United Kingdom
      of $320,000 and increased sales from China of $1,014,000.  The Company
      expects to reopen its Indian facility in December 2007, so the resumption of
      glove sales should take full effect in the first quarter of fiscal
      2009.  Sales of fire gear and wovens increased by $900,000 compared to
      the same period last year. The increase in fire gear sales was due to all new
      NFPA standards and Underwriter’s Laboratory (UL) certifications regarding the
      construction of fire gear, which negatively impacted the entire industry in
      the
      first half of the year. Wovens sales improvement reflects sales of Lakeland’s
      new line of aseptic anti-static garments. An increase in glove sales of $44,000
      was due to the addition of two new customers and increased
      capacity.





*Gross
      Profit.*Gross profit increased $.068 million or 1.2% to $5.7 million for
      the three months ended October 31, 2007 from $5.6 million for the three months
      ended October 31, 2006.  Gross profit as a percentage of net sales
      increased to 24.3% for the three months ended October 31, 2007 from 24.2% for
      the three months ended October 31, 2006, primarily due to the higher volume
      in
      wovens, offset by the implementation of a sales rebate program to meet
      competitive conditions resulting in a $179,000 reduction in sales. Other
      contributing factors were start-up costs related to the new foreign subsidiaries
      of approximately $100,000, partially offset by ongoing cost reduction programs
      in component and service-purchasing, shifting production from the US to China
      and Mexico, and continuation of the plant restructuring in Mexico that lowered
      the unit’s production costs.





*Operating
      Expenses.*Operating expenses decreased $.224 million, or 4.9% to $4.4
      million for the three months ended October 31, 2007 from $4.6 million for the
      three months ended October 31, 2006. As a percentage of sales, operating
      expenses decreased to 18.6% for the three months ended October 31, 2007 from
      19.7% for the three months ended October 31, 2006. This decrease as a percent
      of
      sales is largely due to the large write offs in India in the previous year.
      Operating expenses in the three months ended October 31, 2007 decreased by
      $.224
      million as compared to the three months ended October 31, 2006.  The
      changes in operating expenses included:





·
            $0.15
                million increased sales commissions and selling expenses due to increased
                volume.


·
            $0.13
                million miscellaneous net
                decreases.


·
            $0.11
                million higher freight out costs resulting from prevailing carrier
                rates
                and higher volume.


·
            $0.10
                increase in research and development costs relating to UL certifications
                of fire gear and other non-related certifications and for other new
                product lines.


·
            ($0.40)
                million reduced operating expenses in
                India.


·
            ($0.04)
                million reduced insurance costs.


·
            ($0.01)
                reduced currency fluctuation, largely resulting from hedging
                activities.





*Operating
      profit*. Operating profit increased 27.6% to $1.349 million for the three
      months ended October 31, 2007 from $1.057 million for the three months ended
      October 31, 2006 and increased 47.4% from the second quarter of fiscal 2008.
      Operating margins were 5.7% for the three months ended October 31, 2007 compared
      to 4.5% for the three months ended October 31, 2006 and 4.2% on a sequential
      quarter basis over Q2 FY08.





*Interest
      Expenses*.  Interest expenses increased by $.015 million for the
      three months ended October 31, 2007 as compared to the three months ended
      October 31, 2006 because of higher amounts borrowed and steady to lower interest
      rates under the Company’s credit facility.








*Income
      Tax Expense*.  Income tax expenses consist of federal, state, and
      foreign income taxes.





19





Income
      tax expenses increased $.255 million, or 210.5%, to $.376 million for the three
      months ended October 31, 2007 from $.121 million for the three months ended
      October 31, 2006. Lakeland’s effective tax rates were 28.8% and 10.9% for the
      three months ended October 31, 2007 and 2006, respectively. The effective tax
      rate varied from the federal statutory rate of 34% due primarily to reduced
      domestic profits in the third quarter, and otherwise lower foreign tax rates,
      primarily resulting from greater profits resulting from outsourced production,
      partially offset by state taxes and by start up losses in Chile and Japan which
      are not eligible for tax credits and for India in which a U.S. tax benefit
      of
      $74,000 was recorded at October 31, 2007 and further offset by foreign exchange
      items not eligible for foreign tax benefits.  These Indian losses
      became eligible for the tax benefit as a result of the planned liquidation
      of
      the existing Indian subsidiary which will result in a bad debt deduction for
      the
      U.S. parent company on its taxes for the uncollected portion of its loans and
      advances from the Indian subsidiary.





*Net
      Income*.  Net income decreased $.050 million, or 5.1% to $.930
      million for the three months ended October 31, 2007 from $.980 million for
      the
      three months ended October 31, 2006. The decrease in net income primarily
      resulted from meeting competitive pricing conditions in our disposable garment
      division both in the U.S. and Canada, the operating expenses described above,
      and the combined operating losses of $255,000 of the new foreign operations
      and
      the ongoing Mexican plant restructuring, in addition to the cumulative tax
      benefit of $277,000 taken in the third quarter of fiscal 2007due to the Indian
      subsidiary losses.





During
      the third quarter of fiscal 2007 it was determined to restructure the Indian
      operations which would allow a tax benefit on the accumulated
      losses.  A tax benefit of $89,000 was taken in that quarter relating
      to losses incurred in previous periods, resulting in a lower effective tax
      rate
      in the prior year.





Earnings
      per share were $0.17 for the three months ended October 31, 2007, compared
      to
      $0.18 for the three months ended October 31, 2006 (after reflecting adjustments
      resulting from the 10% stock dividend payable to holders of record on August
      1,
      2006).  Earnings per share in the third quarter of fiscal 2008
      increased 21.4% as compared to $0.14 in the second quarter, reflecting the
      Company’s increase in sales and improvements in international operating
      performance.





**Liquidity
      and Capital Resources**


*Cash
                Flows.*As of October 31, 2007 we had cash and cash equivalents of
                $2.7 million and working capital of $62.8 million, increases of $.8
                million and $5 million, respectively, from January 31, 2007. Our
                primary
                sources of funds for conducting our business activities have been
                cash
                flow provided by operations and borrowings under our credit facilities
                described below.  We require liquidity and working capital
                primarily to fund increases in inventories and accounts receivable
                associated with our net sales and, to a lesser extent, for capital
                expenditures.





Net
                cash (used in) operating activities of $1.64 million for the nine
                months
                ended  October 31, 2007 was due primarily to net income from
                operations of $2.3 million, a decrease in accounts payable accrued
                expenses and other liabilities of $.63 million, an increase in inventories
                of $5.8 million and a decrease in accounts receivable of $.034
                million.  Net cash used in investing activities of $2.1 million
                in the nine months ended October 31, 2007, was due to purchases of
                property and equipment.





Net
                cash provided by operating activities of $1.9 million for the nine
                months
                ended October 31, 2006 was due primarily to net income from operations
                of
                $3.8 million, an increase in accounts payable of $.24 million, a
                decrease
                in inventories of $.06 million, a decrease in accounts receivable
                of $1.3
                million and a decrease in other current assets of $1.4
                million.  Net cash used in investing activities of $.63 million
                in the nine months ended October 31, 2006, was due to purchases of
                property and equipment.





We
                currently have one credit facility - a $25 million revolving credit,
                of
                which $7.236 million of borrowings were outstanding as of October
                31,
                2007.  Our credit facility requires that we comply with
                specified financial covenants relating to fixed charge ratio, debt
                to
                EBIDTA coverage, and inventory





20





and
      accounts receivable collateral coverage ratios.  These restrictive
      covenants could affect our financial and operational flexibility or impede
      our
      ability to operate or expand our business.  Default under our credit
      facility would allow the lender to declare all amounts outstanding to be
      immediately due and payable.  Our lender has a security interest in
      substantially all of our assets to secure the debt under our credit
      facility.  As of October 31, 2007, we were in compliance with all
      covenants contained in our credit facility.





We
      believe that our current cash position of $2.7 million, our cash flow from
      operations along with borrowing availability under our $25 million revolving
      credit facility will be sufficient to meet our currently anticipated operating,
      capital expenditures and debt service requirements for at least the next 12
      months.





*Capital
      Expenditures*. Our capital expenditures principally relate to purchases of
      manufacturing equipment, computer equipment, and leasehold improvements, as
      well
      as payments related to the construction of our new facilities in China. Our
      facilities in China are not encumbered by commercial bank mortgages and thus
      Chinese commercial mortgage loans may be available with respect to these real
      estate assets if we need additional liquidity. Our capital expenditures are
      expected to be approximately $1.2 million for capital equipment, primarily
      computer equipment and apparel manufacturing equipment in fiscal 2008, and
      approximately $2 million (Canadian) (approximately $1.8 US) for a new Canadian
      facility (some of which may be incurred in FY09).





*Foreign
      Currency Exposure.*The Company has foreign currency exposure,
      principally through sales in Canada and the UK and production in Mexico and
      China.  Management has commenced a hedging program to offset this risk
      by purchasing forward contracts to sell the Canadian Dollar, Euro and Great
      Britain Pound.  Such contracts for the Euro and Pound are largely
      timed to expire with the last day of the fiscal quarter, with a new contract
      purchased on the first day of the following quarter, to match the operating
      cycle of the company.  Management has decided not to hedge its long
      position in the Chinese Yuan.





The
      Company accounts for its foreign exchange derivative instruments under Statement
      of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative
      Instruments and Hedging Activities,” as amended.  This standard requires
      recognition of all derivatives as either assets or liabilities at fair value
      and
      may result in additional volatility in both current period earnings and other
      comprehensive income as a result of recording recognized and unrecognized gains
      and losses from changes in the fair value of derivative
      instruments.





The
      Company had one derivative instrument outstanding at October 31, 2007 which
      was
      treated as a cash flow hedge intended for forecasted purchases of merchandise
      by
      the Company’s Canadian subsidiary.  The Company had no
      derivative instruments outstanding at October 31, 2006.  The change in the
      fair market value of the effective hedge portion of the foreign currency forward
      exchange contracts was a loss of  $115,512, for the nine month period
      ended  October 31, 2007 and was recorded in other comprehensive
      (income) loss (see Note 16).  It will be released into operations over 18
      months based on the timing of the sales of the underlying inventory.  The
      release to operations will be reflected in cost of products sold. During the
      period ended October 31, 2007, the Company recorded an immaterial loss in cost
      of goods sold for the remaining portion of the foreign currency forward exchange
      contract that did not qualify for hedge accounting treatment.  The
      derivative instrument was in the form of a foreign currency “participating
      forward” exchange contract. The “participating forward” feature affords the
      Company full protection on the downside and the ability to retain 50% of any
      gains, in exchange for a premium at inception.  Such premium is built
      into the contract in the form of a different contract rate in the amount of
      $0.0160.








21




**STAFF
        ACCOUNTING BULLETIN NO. 108, CONSIDERING THE EFFECTS OF PRIOR YEAR MISSTATEMENTS
        WHEN QUANTIFYING MISSTATEMENTS IN CURRENT YEAR FINANCIAL
        STATEMENTS**


As
      discussed under Recent Accounting Pronouncements in Note 16, in September 2006,
      the SEC issued SAB 108. The transition provisions of SAB 108 permit the Company
      to adjust for the cumulative effect on retained earnings of immaterial errors
      relating to prior years. SAB 108 also requires the adjustment of any prior
      quarterly financial statements within the fiscal year of adoption for the
      effects of such errors on the quarters when the information is next presented.
      Such adjustments do not require previously filed reports with the SEC to be
      amended. The Company adopted SAB 108 at the end of fiscal 2007. In accordance
      with SAB 108, the Company has adjusted beginning retained earnings for fiscal
      2008 in the accompanying consolidated financial statements for the items
      described below. The Company considers these adjustments to be immaterial to
      prior periods.








*Elimination
      of Intercompany Profit in Inventory*




As
      part
      of the Company’s routine testing for Sarbanes-Oxley compliance, it was
      determined that a report used for the calculation of the elimination of
      intercompany profit in inventory has not included finished goods inbound in
      transit.  The quantities of cases on hand to calculate this adjustment has
      been consistently based on the same report for many years, thus understating
      the
      amount of intercompany profit to be eliminated.




The
      Company analyzed the effect of this adjustment on prior years to fiscal 2005
      and
      has derived an adjustment of $262,000, net of taxes, over the effected period
      through fiscal 2007.  In accordance with the provisions of SAB 108, the
      Company decreased beginning retained earnings for fiscal year 2008 by $262,000
      within the accompanying Consolidated Financial Statements.




The
      Company does not believe that the net effect of this adjustment was material,
      either quantitatively or qualitatively, in any of the years covered by the
      review. In reaching that determination, the following quantitative measures
      were
      considered:




*(in thousands)*
            
            
            
            
            
            
            
            **Net Adjustment, After****Net Decrease
                to**
            
            
            **Net Income**
            
            
            **Tax as a
                % of Net****Fiscal Year**
            
            **Net
                Income**
            
            
            **As Reported**
            
            
            **Income As Reported**2007
            
            $
            154
            
            
            $
            5,104
            
            
            
            3.02
            %2006
            
            
            20
            
            
            
            6,329
            
            
            
            0.32
            %2005
            
            
            88
            
            
            
            5,016
            
            
            
            1.75
            %Total
            
            $
            262
            
            
            
            16,449
            
            
            
            1.59
            %


*Impact
      of Adjustments*


The
      impact of each of the items noted above, net of tax, on fiscal 2008 beginning
      balances are presented below:


*(in thousands)*
            
            
            **Total**Inventory
            
            
            $
            (262)Retained
                Earnings
            
            
            (262)Total
            
            
            $
            —








**Item
                3.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk**





There
      have been no significant changes in market risk from that disclosed in our
      Annual Report on Form 10-K for the fiscal year ended January 31,
      2007.







22








**Item
4.**
            **Controls and
                Procedures**




*Evaluation
      of Disclosure Controls and Procedures* - Lakeland Industries, Inc.’s Chief
      Executive Officer and Chief Financial Officer, after evaluating the
      effectiveness of Lakeland Industries, Inc.’s disclosure controls and procedures
      (as defined in Rule 13a-15(e) or 15d-15(c) under the Securities Exchange Act)
      as
      of the end of the period covered by this report, have concluded that, based
      on
      the evaluation of these controls and procedures, the Company’s disclosure
      controls and procedures were effective.





*Changes
      in Internal Control Over Financial Reporting* - Lakeland Industries, Inc.’s
      management, with the participation of Lakeland Industries, Inc.’s Chief
      Executive Officer and Chief Financial Officer, has evaluated whether any change
      in the Company’s internal control over financial reporting occurred during the
      third quarter of fiscal 2008.  Based on that evaluation, management
      concluded that there has been no change in Lakeland Industries, Inc.’s internal
      control over financial reporting during the third quarter of fiscal 2008 that
      has materially affected, or is reasonably likely to materially affect, Lakeland
      Industries, Inc.’s internal control over financial reporting.





Through
      the forty five months ended October 31, 2007 additional expense has been
      incurred relating to documenting and testing the systems of internal
      controls.  The Company hired internal auditors in 2004 and 2005 and
      has contracted with an independent consultant for services related to overall
      Sarbanes-Oxley Act compliance and more specifically Section 404, in February
      2004.  The total cumulative amount expensed so far is approximately
      $1,667,000 including $315,000 in additional director fees.





**PART
      II. OTHERINFORMATION**




Items
      1,
      2, 3, 4 and 5 are not applicable





Item
                6.
            **Exhibits*
                and Reports on
                Form 8-K**:





**Exhibits:**a.
            31.1
                Certification Pursuant to Rule 13a-14(b) and
                Rule 15d-14(b) of the Exchange Act, Signed by Chief Executive Officer
                (filed herewith)b.
            31.2
                Certification Pursuant to Rule 13a-14(b) and
                Rule 15d-14(b) of the Exchange Act, Signed by Chief Financial Officer
                (filed herewith)c.
            32.1
                Certification Pursuant to 18 U.S.C. Section
                1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002, Signed by Chief Executive Officer (filed
                herewith)d.
            32.2 
Certification
                Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002, Signed by Chief Financial Officer (filed
                herewith)








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**Reports
      on Form 8-K:**





a
                -
            On
                September 6, 2007, the Company filed a Form 8-K under Item 2.02,
                relating
                to the results of operations and financial condition for the purpose
                of
                furnishing a press release announcing results of operations for the
                three
                months ended July 31, 2007.





*
            Incorporated
                by reference herein are two Registration Statements on Form S-8 filed
                by
                the Company on January 9, 1987 registering the common stock underlying
                the
                options in the Employee Incentive Stock Option Plan and the Directors
                Stock Option Plan and on July 26, 2007, registering the common stock
                awardable to employees and directors pursuant to the 2006 Equity
                Incentive
                Plan





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**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.





**LAKELAND
                INDUSTRIES, INC.**(Registrant)Date:  December
                6, 2007
            /s/
                Christopher J. RyanChristopher
                J. Ryan,Chief
                Executive Officer, President,Secretary
                and General Counsel(Principal
                Executive Officer and AuthorizedSignatory)Date:
                December 6, 2007
            /s/Gary
                PokrassaGary
                Pokrassa,Chief
                Financial Officer(Principal
                Accounting Officer and AuthorizedSignatory)







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