**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 **April
      30, 2006**




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).




YES x NO 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 the latest practicable date:




Class
            Outstanding
                at June 8, 2006.Common
                Stock, $0.01 par value per share
            5,018,377
                shares.








**LAKELAND
      INDUSTRIES, INC.**


**AND
      SUBSIDIARIES**







**FORM
      10-Q**









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









**PART
                I - FINANCIAL INFORMATION:**Item
                1.
            Financial
                Statements (unaudited):
            PageIntroduction
            1Condensed
                Consolidated Balance Sheets April 30, 2006 and January 31,
                2006
            2Condensed
                Consolidated Statements of Income for theThree
                Months Ended April 30, 2006 and 2005
            3Condensed
                Consolidated Statement of Stockholders' Equity - Three Months Ended
                April
                30, 2006
            4Condensed
                Consolidated Statements of Cash Flows - Three Months Ended April
                30, 2006
                and 2005
            5Notes
                to Condensed Consolidated Financial Statements
            6Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of Operations
            14Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            18Item
                4.
            Controls
                and Procedures
            18**PART
                II - OTHER INFORMATION:**Item
                6.
            Exhibits
                and Reports on Form 8-K
            19Signature
                Page
            20
















**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 suppliers and manufacturers at
      competitive prices;


·  Risks
      associated with our international manufacturing 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 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.


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 1


**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**ASSETS**
            
            April
                30, 2006
              (Unaudited)
            
            January
                31, 2006Current
                assets:Cash
            
            $
            1,507,573
            
            $
            1,532,453Accounts
                receivable, net of allowance for doubtfulaccounts
                of $373,000 at April 30, 2006 and $323,000 at January 31,
                2006
            
            
            15,749,748
            
            
            14,221,281Inventories,
                net of reserves of $384,000 at April 30,2006
                and $365,000 at January 31, 2006
            
            
            44,181,504
            
            
            45,243,490Deferred
                income taxes
            
            
            917,684
            
            
            917,684Other
                current assets
            
            
            2,360,136
            
            
            1,804,552Total
                current assets
            
            
            64,716,645
            
            
            63,719,460Property
                and equipment, net of accumulated
              depreciation
                of $6,470,000 at April 30, 2006
              and
                $6,201,000 January 31, 2006
            
            
            7,649,111
            
            
            7,754,765Goodwill
            
            
            871,297
            
            
            871,297Other
                assets
            
            
            197,997
            
            
            118,330$
            73,435,050
            
            $
            72,463,852**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable
            
            $
            4,417,119
            
            $
            2,536,756Accrued
                expenses and other current liabilities
            
            
            1,439,438
            
            
            1,302,544Total
                current liabilities
            
            
            5,856,557
            
            
            3,839,300Pension
                liability
            
            
            473,700
            
            
            469,534Deferred
                income taxes
            
            
            86,982
            
            
            86,982Borrowings
                under revolving creditfacility
            
            
            4,760,000
            
            
            7,272,000Commitments
                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 5,017,046 shares at April 30, 2006 and at January
                31,
                2006
            
            
            50,170
            
            
            50,170Additional
                paid-in capital
            
            
            42,431,221
            
            
            42,431,221Retained
                earnings (1)
            
            
            19,776,420
            
            
            18,314,645Total
                stockholders' equity
            
            
            62,257,811
            
            
            60,796,036$
            73,435,050
            
            $
            72,463,852








(1)
      A
      cumulative total of $11,612,824 has been transferred from retained earnings
      to
      additional paid-in-capital and par value of common stock due to three separate
      stock dividends paid in 2002, 2003 and 2005. As reflected in the Condensed
      Consolidated Statement of Stockholders’ Equity, $6,162,735 was included in the
      quarter ended April 30, 2005.














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


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 2


**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME**


**(UNAUDITED)**








THREE
                MONTHS ENDEDApril
                30,2006
            
            2005Net
                sales
            
            $
            27,222,025
            
            $
            25,708,928Cost
                of goods sold
            
            
            20,689,295
            
            
            19,542,049Gross
                profit
            
            
            6,532,730
            
            
            6,166,879Operating
                expenses
            
            
            4,365,914
            
            
            3,620,845Operating
                profit4,752,383 4,264,519
            
            
            2,166,816
            
            
            2,546,034Interest
                and other income, net
            
            
            14,801
            
            
            23,462Interest
                expense
            
            
            (70,693
            )
            
            (430
            )Income
                before income taxes
            
            
            2,110,924
            
            
            2,569,066Provision
                for income taxes
            
            
            649,149
            
            
            856,089Net
                income
            
            $
            1,461,775
            
            $
            1,712,977Net
                income per common share*:Basic
            
            $
            .29
            
            $
            .34Diluted
            
            $
            .29
            
            $
            .34Weighted
                average common shares outstanding*:Basic
            
            
            5,017,046
            
            
            5,017,046Diluted
            
            
            5,023,388
            
            
            5,021,476




*Adjusted
      for the 10% stock dividend to shareholders of record on April 30, 2005.








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










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 3


**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY**


**(UNAUDITED)**


Three
      months ended April 30, 2006


Common
                  Stock
              
              Additional
                Paid-in
              
              RetainedShares
              
              Amount
              
              Capital
              
              Earnings
              
              TotalBalance,
                  January 31, 2006
              
              
              5,017,046
              
              $
              50,170
              
              $
              42,431,221
              
              $
              18,314,645
              
              $
              60,796,036Net
                  Income
              
              
              
              
              
              
              
              
              
              
              
              1,461,775
              
              
              1,461,775Balance
                  April 30, 2006
              
              
              5,017,046
              
              $
              50,170
              
              $
              42,431,221
              
              $
              19,776,420
              
              $
              62,257,811





(Reflects
      the three separate 10% stock dividends issued on July 31, 2002, 2003 and April
      30, 2005 which resulted in a cumulative transfer of $11,612,824 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.





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 4


**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


(UNAUDITED)





THREE
                MONTHS ENDEDApril
                30,2006
            
            2005Cash
                Flows from Operating ActivitiesNet
                income
            
            $
            1,461,775
            
            $
            1,712,977Adjustments
                to reconcile net income to net cash providedby
                operating activities:Reserve
                for doubtful accounts
            
            
            50,000
            
            
            -Reserve
                for inventory obsolescence
            
            
            19,000
            
            
            (82,240
            )Depreciation
                and amortization
            
            
            269,110
            
            
            214,350Increase
                in accounts receivable
            
            
            (1,578,467
            )
            
            (1,879,905
            )Decrease(increase)
                in inventories
            
            
            1,042,986
            
            
            (113,505
            )Increase
                in other assets
            
            
            (635,251
            )
            
            (266,416
            )Increase
                in accounts payable, accrued
              expenses
                and other liabilities
            
            
            2,021,423
            
            
            2,253,690Net
                cash provided by operating
              activities
            
            
            2,650,576
            
            
            1,838,951Cash
                Flows from Investing Activities:Purchases
                of property and equipment
            
            
            (163,456
            )
            
            (2,344,273
            )Net
                cash used in investing activities
            
            
            (163,456
            )
            
            (2,344,273
            )Cash
                Flows from Financing Activities:Repayments
                under loan agreements
            
            
            (2,512,000
            )
            
            -Net
                cash financing activities
            
            
            (2,512,000
            )
            
            -Net
                used in decrease in cash
            
            
            (24,880
            )
            
            (505,322
            )Cash
                and cash equivalents at beginning of period
            
            
            1,532,453
            
            
            9,185,382Cash
                and cash equivalents at end of period
            
            $
            1,507,573
            
            $
            8,680,060


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














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 5


**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


(Unaudited)





***1.***
            ***Business***




Lakeland
      Industries, Inc. and Subsidiaries (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.
      No
      customer accounted for more than 10% of net sales during the three month periods
      ended April 30, 2006 and 2005, 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 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, 2006.









Certain
      reclassifications between cost of goods sold and operating expenses were made
      to
      the first quarter of fiscal year 2006, in order to be consistent with the second
      quarter and year to date of fiscal 2006 classifications for the Mexico and
      China
      subsidiaries.









The
      results of operations for the three month period ended April 30, 2006 is 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, Laidlaw Adams & Peck, Inc., a
      Delaware Corporation and its Subsidiary MeiYang Protective Products Co., Ltd.,
      (a Chinese corporation), Lakeland Protective Wear, Inc. (a Canadian
      corporation), Weifang Lakeland Safety Products Co. Ltd. (a Chinese corporation),
      Qing Dao Maytung Healthcare Co., Ltd. (a Chinese corporation), Lakeland
      Industries Europe Ltd. (a British corporation), Lakeland de Mexico S.A. de
      C.V
      (a Mexican corporation), Mifflin Valley, Inc. (a Delaware corporation) Lakeland
      Industries, Inc. Agencia en Chile (A Chilean corporation), and RFB Lakeland
      Private Ltd. (an Indian corporation). All significant inter-company accounts
      and
      transactions have been eliminated.









In
      January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable
      Interest Entities”. This interpretation provides guidance with respect to the
      consolidation of certain entities, referred to as variable interest entities,
      in
      which an investor is subject to a majority of the risk of loss from the variable
      interest entity’s activities, or is entitled to receive a majority of the
      variable interest entity’s residual returns. This interpretation also provides
      guidance with respect to the disclosure of




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 6


variable
      interest entities in which an investor maintains an interest but is not required
      to consolidate. The provisions of the interpretation were effective immediately
      for all variable interest entities created after January 31, 2003, or in which
      we obtained an interest after that date. In December 2003, the FASB issued
      a
      revision to this pronouncement, FIN 46R, which clarified certain provisions
      and
      modified the effective date from October 1, 2003 to March 15, 2004 for variable
      interest entities created before February 1, 2003. The two entities which leased
      property and buildings to the Company and were owned by related parties, were
      consolidated in our financial statements for the year ended January 31, 2005
      are
      River Group Holding Co., L.L.P. and POMS Holding Co. Several of the owners
      of
      these entities were directors and officers of Lakeland. Under FIN 46, it is
      likely that leases between an entity and its related parties would be considered
      a variable interest, even if there is no residual value guarantee or purchase
      option. The FASB staff’s view is that these elements are implied in a
      related-party lease even though they may not be explicitly stated in the lease
      agreement.









Effective
      February 1, 2004 we adopted this pronouncement. As a result, certain entities
      which leased property to the Company and were owned by related parties were
      determined to be Variable Interest Entities and have been consolidated since
      the
      Company’s April 30, 2004 quarterly financial statements. Creditors, or
      beneficial interest holders, of the consolidated variable interest entities
      have
      no recourse to the general credit of the Company.









On
      April
      25, 2005, the Company purchased property and buildings from POMS Holding Co.
      for
      a net purchase price of $2,067,584. Reference is made to the Company’s filing on
      Form 8-K dated April 25, 2005.





In
      April
      2005, the Company entered into a real estate purchase contract with River Group
      Holding Co. to purchase a warehouse and the real property underlying it for
      $928,686. The Company recorded the purchase on its April 30, 2005 financial
      statements. The purchase of this property was completed on May 25, 2005. Thus,
      the Company deemed the impact of FIN 46R to be de minimis for the October 31,
      2005 financial statements.




There
      are
      no variable interest entities in which the “Company” is not the primary
      beneficiary.









***4.***  ***Business
      Combinations***




On
      August
      1, 2005, the Company acquired the assets and operations and assumed certain
      liabilities of Mifflin Valley, Inc., (“Mifflin”) of Shillington, PA for an
      initial purchase price of $1.58 million, subject to certain adjustments. 
Final payment was made in November 2005 following the audit of a closing date
      balance sheet. The final price amounted to $1.86 million and included
      adjustments for the payoff of a revolving loan of $.186 million and adjustments
      for inventory, fixed asset values and allowance for doubtful accounts. Mifflin
      did approximately $2.6 million of sales in 2004, and $1.5 million for the six
      months ended June 30, 2005.  Mifflin is a manufacturer of protective
      clothing specializing in safety and visibility, largely for the Emergency
      Services market, and also for the entire public safety and traffic control
      market.  Mifflin specializes in customized garments to suit customers’
needs, coupled with quality, service, price and delivery.  Mifflin’s
      products include flame retardant garments for the Fire Industry, Nomex clothing
      for utilities, and high visibility reflective outerwear for Departments of
      Transportation. The purchase was effective as of July 1, 2005 and the
      results of Mifflin’s operations have been included since July 1 in the Company’s
      reported results.




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 7


***5.***  ***Inventories:***




Inventories
      consist of the following:




April
                30,
            
            January
                31,2006
            
            2006Raw
                materials
            
            $
            21,276,008
            
            $
            18,656,894Work-in-process
            
            
            2,562,994
            
            
            1,996,027Finished
                Goods
            
            
            20,342,502
            
            
            24,590,569$
            44,181,504
            
            $
            45,243,490




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.









***6.***  ***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 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 April 30, 2006 and 2005, adjusted, retroactively, for the 10% Stock
      dividends to Shareholders on April 30, 2005.




**Three
                Months Ended****April
                30,****2006**
            
            **2005**NumeratorNet
                income
            
            $
            1,461,775
            
            $
            1,712,977DenominatorDenominator
                for basic earnings per share
            
            
            5,017,046
            
            
            5,017,046(Weighted-average
                shares)Effect
                of dilutive securities
            
            
            6,342
            
            
            4,430Denominator
                for diluted earnings per share
            
            
            5,023,388
            
            
            5,021,476(adjusted
                weighted average shares)Basic
                earnings per share
            
            $
            .29
            
            $
            .34Diluted
                earnings per share
            
            $
            .29
            
            $
            .34Options
                to purchase 11,000 shares of the Company’s common stock have been excluded
                for the three months ended April 30, 2005 as their inclusion would
                be
                anti-dilutive.







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 8


***7.***  ***Revolving
      Credit Facility***




At
      April
      30, 2006, the balance outstanding under our $25 million five year revolving
      credit facility amounted to $4.76 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 April 30, 2006
      and
      for the period then ended. The weighted average interest rate for the three
      month period ended April 30, 2006 was 5.22%.





***8.   
       Major Supplier***




We
      purchased 64.2% of our raw materials from one supplier during the three-month
      period ended April 30, 2006. 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 could be
      adversely affected.






***9.***  ***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 out Company
      By-Laws. Directors stock options vest ratably over a 6 month period and
      generally expire 6 years from the grant date.




Effective
      February 1, 2006, the Company’s Plan is accounted for in accordance with the
      recognition and measurement provisions of Statement of Financial Accounting
      Standards (“FAS” No. 123 (R)”), which replaces FAS No. 123, Accounting for
      Stock-Based Compensation, and supersedes Accounting Principles Board Opinion
      (“APB”) No. 25, Accounting for Stock Issued to Employees, and related
      interpretations. FAS 123 (R) requires compensation costs related to share-based
      payment transactions including employee stock options, to be recognized in
      the
      financial statements. In addition, the Company adheres to the guidance set
      forth
      within Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin
      (“SAB”) No. 107, which provides the Staff’s views regarding the interaction
      between SFAS No. 123(R) and certain SEC rules and regulations and provides
      interpretations with respect to the valuation of share-based payments for public
      companies.




Prior
      to
      February 1, 2006, the Company accounted for similar transactions in accordance
      with APB No. 25 which employed this intrinsic value method of measuring
      compensation cost. Accordingly, compensation expense was not recognized for
      fixed stock options if the exercise price of the option equaled or exceeded
      the
      fair value of the underlying stock at the grant date.




While
      FAS
      No. 123 encouraged recognition of the fair value of all stock-based awards
      on
      the date of grant as expense over the vesting period, companies were permitted
      to continue to apply the intrinsic value-based method of accounting prescribed
      by APB No. 25 and disclose certain pro-forma amounts as if the fair value
      approach of SFAS No. 123 had been applied. In December 2002, FAS No. 148,
      Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment
      of SFAS No. 123, was issued, which, in addition to providing alternative methods
      of transition for a voluntary change to the fair value method of accounting
      for
      stock-based employee compensation, required more prominent pro-forma disclosures
      in both the annual and interim financial statements. The Company complied with
      these disclosure requirements for all applicable periods prior to February
      1,
      2006.




In
      adopting FAS 123(R), the Company applied the modified prospective approach
      to
      transition. Under the modified prospective approach, the provisions of FAS
      123(R) are to be applied to new awards and to awards modified, repurchased,
      or
      cancelled after the required effective date. Additionally, compensation cost
      for
      the portion of awards for which the requisite service has not been rendered
      that
      are outstanding as of the required effective date shall be recognized as the
      requisite service is rendered on or




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 9


after
      the
      required effective date. The compensation cost for that portion of awards shall
      be based on the grant-date fair value of those awards as calculated for either
      recognition or pro-forma disclosures under FAS 123.




As
      a
      result of the adoption of FAS 123 (R), the Company’s results for the three month
      period ended April 30, 2006 include share-based compensation expense equaling
      $0. Stock compensation expense recorded under APB No. 25 in the Consolidated
      Statements of Operations for the three months ended April 30, 2005 was $0.







The
      following table represents our stock options granted, exercised, and forfeited
      during the first quarter of 2007.




Stock
                Options
            
            Number
                of Shares
            
            Weighted
                Average
              Exercise
                Price per
              Share
            
            Weighted
                Average
              Remaining
              Contractual
                Term
            
            Aggregate
                Intrinsic
              ValueOutstanding
                at
              January
                31, 2006
            
            17,963
            
            $12.61
            
            3.7
                yearsGranted
                Exercised
              Forfeited/expired
            
            -
              -
            
            -
              -Outstanding
                at
              April
                30, 2006
            
            17,963
            
            $12.61
            
            3.4
                yearsExercisable
                at
              April
                30, 2006
            
            17,963
            
            $12.61
            
            3.4
                years









***10. 
       Manufacturing Segment Data***




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









Three
                Months EndedApril
                30,**2006**
            
            **2005**Domestic
            
            $
            24.2
            
            
            89.1
            %
            $
            22.9
            
            
            89.1
            %International
            
            
            3.0
            
            
            10.9
            %
            
            2.8
            
            
            10.9
            %Total
            
            $
            27.2
            
            
            100
            %
            $
            25.7
            
            
            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), Celaya, 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 facilities in New Delhi, India. Our China
      facilities and our Decatur, Alabama facility produce the  majority
      of the Company’s products. The accounting policies of these operating entities
      are the same as those described in Note 1 to the Company’s Annual Report on Form
      10-K for the year ended January 31, 2006. We evaluate the performance of
      these




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 10


entities
      based on operating profit which is defined as income before income taxes,
      interest expense and other income and expenses. We have small sales forces
      in
      Canada, Europe 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 months noted therein:




Three
                  Months Ended
                April
                  30,
                (in
                  millions of dollars)2006
              
              2005Net
                  Sales:North
                  America
              
              $
              28.5
              
              $
              27.3China
              
              
              2.6
              
              
              2.0Less
                  inter-segment sales
              
              
              (3.9
              )
              
              (3.6
              )Consolidated
                  sales
              
              $
              27.2
              
              $
              25.7Operating
                  Profit:North
                  America
              
              $
              1.9
              
              $
              2.1China
              
              
              .4
              
              
              .4Less
                  inter-segment profit (loss)
              
              
              (.1
              )
              
              (.0
              )Consolidated
                  profit
              
              $
              2.2
              
              $
              2.5Identifiable
                  Assets (at Balance Sheet date or change during quarter):North
                  America
              
              $
              66.7
              
              $
              55.1China
              
              
              6.7
              
              
              8.9Consolidated
                  assets
              
              $
              73.4
              
              $
              64.0Depreciation
                  and Amortization Expense:North
                  America
              
              $
              .16
              
              $
              .11China
              
              $
              .11
              
              
              .10Consolidated
                  depreciation expense
              
              $
              .27
              
              $
              .21





***11.  
      Effects of Recent Accounting Pronouncements***




In
      2005,
      the Financial Accounting Standards Board (FASB) issued Statements of Financial
      Accounting Standards (SFAS) No 155, *Accounting
      for Certain Hybrid Instruments* amending
      the guidance in SFAS 133, *Accounting
      for Derivative Instruments and Hedging Activities,* and
      No.
      140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities. SFAS* 155
      allows financial instruments that have embedded derivatives to be accounted
      for
      the whole instrument on a fair value basis. SFAS 155 will be effective for
      financial instruments acquired or issued during our fiscal year that begins
      after September 15, 2006. We presently do not expect SFAS 155 to be applicable
      to any instruments likely to be acquired or issued by us.




In
      2005,
      the FASB also issued SFAS 156, *Accounting
      for Servicing of Financial Assets - An Amendment of FASB Statement No. 140.* SFAS
      156
      further amends the guidance in SFAS 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* and,
      among other things, requires recognition of a servicing asset or servicing
      liability each time it undertakes an obligation to service a financial asset
      by
      entering into a servicing contract in certain situations. Statement 156 will
      be
      effective as of the beginning of an entity’s first fiscal year that begins after
      September 15, 2006. We presently do not expect SFAS 156 to be applicable to
      any
      of our activities.


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 11


***12. 
       Real Estate Purchases***





In
      April
      2005, the Company entered into two separate real estate purchase contracts,
      one
      with POMS and one with River Group, both related parties. The Company has
      purchased the land and buildings in Decatur, Alabama that it had leased from
      these related parties since their inception, POMS (1984) and River Group (1999).
      The purchase price was $2,056,000 for the POMS property and $925,000 for the
      River Group property determined by averaging three separate and independent
      real
      estate appraisals. The partnerships were accounted for in accordance with FIN46R
      and were reflected in the financial statements for the fiscal year ended January
      31, 2005.




In
      contemplation of the real estate purchases, the Company entered into an
      agreement, dated March 4, 2005, with an officer of Lakeland (who is a partner
      in
      POMS & River Group) to acquire his interest for $565,367 ($411,200 for POMS
      and $154,167 for River Group), at the same proportional valuation as the overall
      property.








On
      April
      25, 2005 the Company closed on the real estate purchase contract with POMS
      paying a net amount of $1,656,384 ($2,056,000-$411,200 already paid +$11,584
      in
      closing costs). The Company paid rent from February 1, 2005 until April 25,
      2005
      of $86,157, which is charged to rent expense.





On
      May
      25, 2005 the Company closed on the real estate purchase contract with River
      Group paying a net amount of $774,519 ($925,000-$154,167 already paid +$3,686
      in
      closing costs). The Company paid River Group rent from February 1, 2005 until
      May 25, 2005 amounting to $63,157, which is charged to rent
      expense.





At
      April
      30, 2005, the Company recorded the asset land value of $230,000, the asset
      building value of $2,751,000, closing costs of $11,584 and a payable to River
      Group in the amount of $770,833. The Company recorded the purchase of the land
      and building from River Group as of April 30, 2005, since the contract of sale
      was finalized and the closing was deferred only until the release of an easement
      on the property. Total rent expense for the two properties for the nine months
      ended October 31, 2005 amounted to $146,577. The Company recorded depreciation
      on each of the two properties from the closing date forward.





Upon
      conclusion of these two real estate purchase contracts, the Company no longer
      had related party transactions requiring the recording of variable interest
      entities under FIN46R. Other than the above entries, the Company has not
      recorded the effects of FIN46R in the current fiscal year. The Company deems
      any
      such impact to be immaterial.




**** *Building
      purchase in New York:*





On
      May
      10, 2005 the Company purchased a 6,250 square foot office condominium to serve
      as its Corporate Headquarters. The purchase price was $640,000 plus $9,161
      in
      closing costs. The lease on its previous location amounted to $51,202 annually
      and expired on June 30, 2005. The new address is 701 Koehler Avenue, Suite
      7,
      Ronkonkoma, NY 11779.





***13.
      Related Party Transactions***





In
      connection with the asset purchase agreement, dated July 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 an annual rental of $55,560, or
      a per
      square foot rental of $3.00. This amount was obtained prior to the acquisition
      from an independent appraisal of the fair market rental value per square feet.
      In addition the Company has, starting January 1, 2006 rented 12,000 sq ft of
      warehouse space in PA from this employee, on a month by month basis, for the
      monthly amount of $3.35 per square foot.





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 12


***14. 
       Formation of New Subsidiaries***




During
      the quarter ended October 31, 2005, a new subsidiary RFB Lakeland Private LTD.
      (an Indian corporation) was formed to execute the supply agreement with RFB
      Latex Private LTD. dated October 25, 2005, and to exercise the option to buy
      its
      industrial glove business for $2.7 million after one year, if certain conditions
      are met and approved by the Company’s Board of Directors. The Company’s minimum
      commitment is approximately $250,000. On March 13, 2006 Lakeland Industries,
      Inc. Agencia en Chile was formed to facilitate the opening of a new sales and
      warehousing operation in Santiago, Chile to service South American markets.




***15. 
       Contingencies - Tax Audit***




The
      Company’s Federal Income Tax returns for the fiscal years ended January 31, 2003
      and 2004 are currently under audit by the Internal Revenue Service. The final
      results of these audits cannot be estimated by management. It is anticipated
      that the audits will be concluded by mid Fiscal 2007.






***16.  
      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, based on exchange rate on June 7, 2006) in December
      2002 alleging that it was not proven that Lakeland’s imports into Mexico were
      re-exported and therefore no tariffs or taxes were due. In June 2002 Hacienda’s
      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. Lakeland
      has from inception, re-exported all its production to Lakeland USA or its
      affiliates. Based on legal opinions from two outside Mexican counsels we believe
      our nullity proceeding should be successful in the Mexican judicial
      system.

















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 13







**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 Form 10-K and Annual Report and in the documents that were
      incorporated by reference into Form 10-K for the year ended January 31, 2006.
      This document 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.*




**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 800 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, Central Intelligence Agency, Federal
      Bureau of Investigation and the Centers for Disease Control.




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. Our facilities
      and
      capabilities in China 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
      are at the half way point of moving production of our reusable woven garments
      and gloves to these facilities and expect to complete this process by the third
      quarter of fiscal 2007. As a result, we expect to see profit margin improvements
      for these product lines as well.




**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, fire fighting
      and heat protective apparel, gloves and arm guards, and reusable woven garments.
      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 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. We establish reserves for accounts that we determine
      to be
      doubtful of collection.




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 14


*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. The Company’s Federal Income Tax returns for
      the fiscal years ended January 31, 2003 and 2004 are currently under audit
      by
      the Internal Revenue Service. The final results of these audits cannot be
      estimated by management at this time, but management does not believe the
      results of the audit will have a material effect on the financial condition
      of
      the Company.






*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.






In
      July
      2005 (in a transaction which closed August 1, 2005) the Company purchased
      Mifflin Valley, Inc. As a result of this purchase Goodwill was recorded in
      the
      amount of $840,777, after reflecting certain adjustments per the contract,
      resulting in a total purchase price of $1,907,680.




*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.




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 15







**LAKELAND
      INDUSTRIES, INC. AND SUBSIDIARIES**


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Significant
      Balance Sheet Fluctuation April 30, 2006 as compared to January 31,
      2006**





Accounts
      receivable increased by $1.5 million as sales for the three months ended April
      30, 2006 increased by 10.79% over the three months ended January 31, 2006.
      Inventory decreased $1.1 million as the Company reduced the rate of purchases
      made on raw materials during the three months ended April 30, 2006.




Accounts
      payable increased as the purchase of raw materials was significantly higher
      in
      the latter part of April 2006 primarily as compared to January 2006. At April
      30, 2006 the Company had an outstanding loan balance of $4.76 million under
      its
      facility with Wachovia Bank, N.A. down from $7.272 million at January 31, 2006
      as a result of the decrease in raw materials purchasing. Total stockholder’s
      equity increased by the net income for the period of $1.46 million





**Three
      months ended April 30, 2006 as compared to the three months ended April 30,
      2005**





*Net
      Sales* .
      Net
      sales increased $1.5 million, or 5.9% to $27.2 million for the three months
      ended April 30, 2006 from $25.7 million for the three months ended April 30,
      2005. The increase was primarily due to growth in sales by our wovens division
      and the India and UK subsidiaries and the acquired Mifflin Valley, Inc., offset
      partially by decreased sales in disposable and chemical protection garments
      to
      meet competitive conditions.





*Gross
      Profit* .
      Gross
      profit increased $0.37 million or 5.9% to $6.5 million for the three months
      ended April 30, 2006 from $6.2 million for the three months ended April 30,
      2005. Gross profit as a percentage of net sales increased to 24% for the three
      months ended April 30, 2006 from 23.9% for the three months ended April 30,
      2005, primarily due to the continuation of cost reduction programs shifting
      production from the US to China and Mexico, and the inclusion of Mifflin Valley,
      Inc. results which has higher profit margins than most of Lakeland’s other
      product lines have a higher margin than Lakeland overall, partially offset
      by
      rising raw material costs.





*Operating
      Expenses* .
      Operating expenses increased $0.75 million, or 20.6% to $4.4 million for the
      three months ended April 30, 2006 from $3.6 million for the three months ended
      April 30, 2005. As a percent of sales, operating expenses increased to 16.0%
      for
      the three months ended April 30, 2006 from 14.1% for the three months ended
      April 30, 2005. The $0.75 million increase in operating expenses in the three
      months ended April 30, 2006 as compared to the three months ended April 30,
      2005
      was principally due to increases (decreases) in expenses (which includes Mifflin
      Valley, Chile, and India subsidiaries and the Japanese division all of which
      were not included in operations at April 30, 2005):





Salaries
            $0.382
                million *Sales
                commissions
            $0.176
                millionSales
                related expenses
            $0.025
                millionInsurance
            $.011
                millionPension
                reversal
            $0.040
                millionConsulting
            $(0.047
                million)Bad
                debt expenses
            $0.030
                millionPayroll
                taxes
            $0.048
                millionEmployee
                benefits
            $0.023
                millionBank
                fees
            $0.032
                millionAll
                other G&A
            $0.045
                millionCurrency
                conversion
            $(0.015
                million)




*
      Largely
      results from department reassignments of company personnel in Q2 of fiscal
      2006.




*Interest
      Expenses* .
      Interest expenses increased by $0.07 million for the three months ended April
      30, 2006 as compared to the three months ended April 30, 2005 because of higher
      amounts borrowed under our


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 16


credit
      facility and increased rates of interest borrowings under our credit
      facility.





*Income
      Tax Expense* .
      Income
      tax expenses consist of federal, state, and foreign income taxes. Income tax
      expenses decreased $0.207 million, or 31.9%, to $0.65 million for the three
      months April 30, 2006 from $0.86 million for the three months ended April 30,
      2005. Our effective tax rates were 30.8% and 33.3% for the three months ended
      April 30, 2006 and 2005, respectively. Our effective tax rate varied from the
      federal statutory rate of 34% due primarily to lower foreign taxes, partially
      offset by state taxes. Our effective tax rate declined due to an increase in
      production in China.





*Net
      Income* .
      Net
      income decreased $0.25 million, or 14.7% to $1.5 million for the three months
      ended April 30, 2006 from $1.7 million for the three months ended April 30,
      2005. The decrease in net income primarily resulted from costs associated with
      the new Chile, India, and Japan subsidiaries and to meeting competitive
      conditions in our disposable garment division.





**Liquidity
      and Capital Resources**




**Cash******Flows**




As
      of
      April 30, 2006 we had cash and cash equivalents of $1.5 million and working
      capital of $58.9 million, decreases of $0.024 million and $1.0 million,
      respectively, from January 31, 2006. 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
      provided by operating activities of $2.7 million for the three months ended
      April 30, 2006 was due primarily to net income from operations of $1.4 million,
      an increase in accounts payable of $2.0 million, a decrease in inventories
      of
      $1.0 million and an increase in accounts receivable of $1.6 million. Net cash
      used in investing activities of $0.16 million in the three months ended April
      30, 2006, was due to purchases of property and equipment.




Net
      cash
      provided by operating activities of $1.8 million for the three months ended
      April 30, 2005 was due primarily to net income from operations of $1.7 million,
      an increase in accounts receivable of $1.9 million, an increase in accounts
      payable of $2.3 million. Net cash used in investing activities of $2.3 million
      in the three months ended April 30, 2005, was due to purchases of property
      and
      equipment.




We
      currently have one credit facility - a $25 million revolving credit, of which
      $4.76 million of borrowings were outstanding as of April 30, 2006. On July
      10,
      2005 the Company entered into a $25 million five year secured revolving loan
      agreement to replace the former two facilities, one of which was to expire
      on
      July 31, 2005. Our credit facility requires that we comply with specified
      financial covenants relating to fixed charge ratio, debt to EBIDTA coverage,
      and
      inventory 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 April 30, 2006,
      we
      were in compliance with all covenants contained in our credit
      facility.




We
      believe that our current cash position of $1.5 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 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
      and $1.2 million for capital equipment, primarily computer equipment and apparel
      manufacturing equipment in fiscal 2007, and approximately $2




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million
      for a new Canadian facility (some of which will be incurred in FY 08).




**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,
      2006.




**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 first quarter of fiscal 2007. Based on that
      evaluation, management concluded that there has been no change in Lakeland
      Industries, Inc.’s internal control over financial reporting during the first
      quarter of fiscal 2007 that has materially affected, or is reasonably likely
      to
      materially affect, Lakeland Industries, Inc.’s internal control over financial
      reporting.




Through
      the twenty seven months ended April 30, 2006 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 $760,000.













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 18


**PART
      II. OTHER INFORMATION**




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







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




a
                -
            On
                April 10, 2006, the Company filed a Form 8-K under Item 2.02, relating
                to
                a Notice of Teleconference call for 9:00 AM April 17, 2006.




On
                April 17, 2006, the Company filed a Form 8-K for the purpose of furnishing
                under Items 2.02 and 9.01 a press release announcing results of operations
                for the year ended January 31,
                2006.




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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:
                June 8, 2006
            /s/
                Christopher J. RyanChristopher
                J. Ryan,Chief
                Executive Officer, President,Secretary
                and General Counsel(Principal
                Executive Officer andAuthorized
                Signatory)Date:
                June 8, 2006
            /s/Gary
                PokrassaGary
                Pokrassa,Chief
                Financial Officer(Principal
                Accounting Officer andAuthorized
                Signatory)







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