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                                                       EXHIBIT 10(O)


                                  JACLYN, INC.

                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1.    PURPOSE OF THE PLAN

      The purpose of this 1996 Non-Employee Director Stock Option Plan (the
                                                                           
"Plan") of JACLYN, INC., a Delaware corporation (the "Company"), is to make
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available shares of the Common Stock, $1.00 par value per share, of the Company
(the "Common Stock") for purchase by directors who are not employees of the
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Company (the "Non-Employee Directors") and thus to attract and retain the
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services of experienced and knowledgeable Non-Employee Directors for the benefit
of the Company and its stockholders and to provide additional incentive for such
Non-Employee Directors to continue to work for the best interests of the Company
and its stockholders through continuing ownership of its Common Stock.

2.    STOCK SUBJECT TO THE PLAN

      Subject to the provisions of Article 10, the total number of shares of
Common Stock for which options may be granted under the Plan shall be 100,000.
Shares issued under the Plan may be either authorized but unissued shares or
shares which shall have been purchased or acquired by the Company for this or
any other purpose.  Such shares are from time to time to be allotted for option
and sale to Non-Employee Directors in accordance with the Plan.  In the event
any option granted under the Plan shall expire, be canceled or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased shares subject thereto shall
again be available for grant under the Plan.

3.    ADMINISTRATION OF THE PLAN

      The Plan shall be administered by the Board of Directors of the Company
(the "Board"). The Board shall, subject to the express provisions of the Plan,
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(a) grant options pursuant to the terms of the Plan; (b) have the power to
interpret the Plan; (c) correct any defect, supply any omission or reconcile any
inconsistency in the Plan; (d) prescribe, amend and rescind rules and
regulations relating to, but not inconsistent with, the Plan; (e) determine the
terms and provisions of the respective option agreements (which need not be
identical); and (f) make determinations necessary or advisable for the
administration of the Plan.  The determination of the Board on the matters
referred to in this Article 3 shall be conclusive.  No member of the Board shall
be liable for any action or determination made in good faith with respect to the
Plan or any options granted hereunder.

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4.    OPTION GRANTS

      Each individual who is a Non-Employee Director immediately following the
conclusion of the Company's 1996 Annual Meeting of Stockholders at which
directors are elected shall, effective as of such date, be granted an option to
purchase 2,000 shares of Common Stock.  Each individual who subsequent thereto
becomes a Non-Employee Director shall, effective as of the date such person
becomes a Non-Employee Director, be granted an option to purchase 2,000 shares
of Common Stock.  In addition, immediately following each annual meeting of
stockholders at which directors are elected which is held subsequent to the
Company's 1996 Annual Meeting of Stockholders, each Non-Employee Director in
office immediately following the conclusion of such meeting (whether or not
elected at such meeting) shall, effective as of the date such meeting is held,
be granted an option to purchase 2,000 shares of Common Stock; provided that an
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individual who becomes a Non-Employee Director for the first time at such a
meeting of stockholders shall be granted only one option to purchase an
aggregate of 2,000 shares of Common Stock under this sentence and the preceding
sentence.  A director who is an employee of the Company who ceases such
relationship but remains a director shall not be deemed to become a Non-Employee
Director unless and until he or she is serving as a Non-Employee Director
immediately following the conclusion of the next annual meeting of stockholders
at which directors are elected (whether or not such person is elected as a
director at such meeting).  In the event the remaining shares available for
grant under the Plan are not sufficient to grant options to each such Non-
Employee Director at any time, the number of shares subject to the options to be
granted at such time shall be reduced proportionately.

5.    EXERCISE PRICE

      The exercise price per share at which shares of the Common Stock may be
purchased pursuant to options granted under the Plan shall be equal to the fair
market value of the Common Stock on the date an option is granted, but not less
than the par value of the Common Stock.  The fair market value of a share of the
Common Stock on any day shall be (a) if actual sales price information is
generally reported for the Common Stock on its principal market, the closing
price, regular way, per share of the Common Stock on such day (or the last day
of trade prior to such day if not traded on such day) as reported by such market
or on a consolidated tape reflecting transactions on such market, (b) if actual
sales price information is not generally reported for the Common Stock on its
principal market, the mean between the highest bid and lowest asked prices per
share for the Common Stock on such day (or the last day quoted prior to such day
if not quoted on such day) as reported by on the National Association of
Securities Dealers (including under its OTC Bulletin Board Service), National
Quotation Bureau Incorporated or a similar organization, or (c) if neither of
the above are applicable, the fair market value of the Common Stock shall be
determined by the Board by any method not inconsistent with applicable
regulations adopted by the Treasury Department relating to stock options.

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6.    TERM OF EACH OPTION

      The term of each option shall be ten years (the "Scheduled Expiration
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Date"), subject to earlier termination as provided in the Plan.

7.    EXERCISE OF OPTIONS

      (a) Subject to the provisions of Article 9, each option granted under the
Plan shall be fully exercisable at any time or times during its term.  A Non-
Employee Director purchasing less than the number of shares available to him or
her in any period under the option may purchase any such unpurchased shares in
any subsequent period of the option term.

      (b) The option shall not be exercisable at any time in an amount less than
100 shares (or the remaining shares then covered by and purchasable under the
option if less than 100 shares).  In no case may a fraction of a share be
exercised, purchased or issued under the Plan.

      (c) The purchase price of the shares as to which an option shall be
exercised shall be paid in full at the time of exercise (i) in cash or by
certified check or (ii) with previously acquired shares of Common Stock having
an aggregate fair market value on the date of exercise (determined in accordance
with Article 5) equal to the aggregate exercise price of all options being
exercised, or (iii) any combination of cash, certified check or shares of Common
Stock.  In addition, the Non-Employee Director shall pay to the Company in cash,
upon demand, the amount, if any, which the Company determines is necessary to
satisfy its obligation to withhold federal, state and local income and other
taxes or other amounts incurred by reason of the grant or exercise of the
option.

      (d) An option (or any part thereof), to the extent then exercisable, shall
be exercised by giving written notice to the Company at its principal office,
Attention: Chief Financial Officer, specifying the number of shares of Common
Stock as to which such option is being exercised and accompanied by payment in
full of the aggregate exercise price therefor.

      (e) A Non-Employee Director entitled to receive shares of Common Stock
upon the exercise of an option shall not have the rights of a stockholder with
respect to such shares of Common Stock until the date of issuance of a stock
certificate to him or her for such shares; provided, that until such stock
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certificate is issued, any Non-Employee Director using previously acquired
shares of Common Stock in payment of an option exercise price shall continue to
have the rights of stockholder with respect to such previously acquired shares.

      (f) Nothing in the Plan or in any option granted under the Plan shall
confer on any Non-Employee Director any right to continue as a director of the
Company.

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8.    NON-TRANSFERABILITY OF OPTIONS

      No option granted under the Plan shall be transferable other than by will
or the laws of descent and distribution by the Non-Employee Director or his or
her legal representatives, and may be exercised during the Non-Employee
Director's lifetime only by him or her.  Except to such extent, options may not
be assigned, transferred, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process.

9.    TERMINATION OF SERVICES ON THE BOARD OF DIRECTORS

      (a) In the event that a Non-Employee Director to whom an option has been
granted under the Plan shall cease to serve on the Board for any reason
(including as a result of not being re-elected to the Board), other than by
reason of his or her death or disability (as that term is defined in paragraph
(d) of this Article 9), such option may be exercised in whole or in part by the
Non-Employee Director, at any time within three months after such cessation of
service but not thereafter, and in no event after the Scheduled Expiration Date;
provided, that if his or her service on the Board shall have been terminated for
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cause or if he or she resigns without the consent of a majority of the remaining
members of the Board, his or her options shall terminate immediately.

      (b) If a Non-Employee Director to whom an option has been granted under
the Plan shall cease to serve on the Board by reason of disability, the option
may be exercised in whole or in part by the Non-Employee Director at any time
within one year after such cessation of service but not thereafter, and in no
event after the Scheduled Expiration Date.

      (c) If a Non-Employee Director to whom an option has been granted under
the Plan shall die while he or she is serving on the Board, such option may be
exercised in whole or in part by the legatee or legatees of such option under
the Non-Employee Director's last will, or by his or her personal representatives
or distributees, within one year after the date of his or her death, but not
thereafter, and in no event after the Scheduled Expiration Date.

      (d) For the purpose of this Article 9, "disability" shall mean permanent
and total disability within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), as reasonably determined by the
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Board.  The Non-Employee Director as to whom such determination is being made
shall not participate in the Board's deliberation or vote in making such
determination.

10.   ADJUSTMENT OF AND CHANGES IN COMMON STOCK

      In the event of any change in the outstanding Common Stock by reason of a
stock dividend, stock split, stock combination, recapitalization, spin-off,
merger in which the Company is the surviving corporation, reorganization or the
like, the aggregate number and kind of shares subject to the Plan, the number
and kind of shares to be granted annually, and the aggregate number and kind of
shares subject to each outstanding option and the exercise price thereof shall
be appropriately

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adjusted by the Board in a manner similar to the antidilution adjustments made
under the Company's employee stock option plans.  The Board's determination
under this Article 10 shall be conclusive and binding on all parties.

11.   COMPLIANCE WITH SECURITIES LAWS

      (a) It is a condition to the exercise of any option that either (i) a
Registration Statement under the Securities Act of 1933, as amended, or any
succeeding act (collectively, the "Securities Act"), with respect to its
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underlying shares shall be effective and current at the time of exercise of the
option or (ii) in the opinion of counsel to the Company, there shall be an
exemption from registration under the Securities Act for the issuance of shares
of Common Stock upon such exercise.  Nothing herein shall be construed as
requiring the Company to register shares subject to the Plan for issuance or for
resale.

      (b) In connection with fulfilling the condition set forth in clause
(a)(ii) of this Article 11, the Company may require a Non-Employee Director, as
a condition to the exercise of an option, to execute and deliver to the Company
representations and warranties, in form and substance satisfactory to counsel to
the Company, that (i) the shares of Common Stock to be issued upon the exercise
of the option are being acquired by the Non-Employee Director for his or her own
account, for investment only and not with a view to the resale or distribution
thereof, all within the meaning of the Securities Act, and (ii) any subsequent
resale or distribution of shares of Common Stock by such Non-Employee Director
will be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the shares of Common Stock
being sold at the time of sale or (y) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption, the Non-
Employee Director shall, prior to any offer or sale or distri bution of such
shares of Common Stock, provide the Company with a favorable written opinion of
counsel, in form and substance satisfactory to counsel to the Company, as to the
applicability of such exemption to the proposed sale or distribution.  The
Company may endorse such legend or legends upon the certificates for shares of
Common Stock issued upon exercise of an option under the Plan, and may issue
such "stop transfer" instructions to its transfer agent in respect of such
shares, as it determines, in its discretion, to be necessary or appropriate to
prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act.

      (c) The Company may also require, as a further condition to the exercise
of an option, in whole or in part, that the shares of Common Stock underlying
such option or the Plan be specifically listed on the securities markets on
which the Company's Common Stock is traded and be registered or qualified under
any applicable state securities laws, and that the consent or approval of any
governmental regulatory body, which the Company deems necessary or desirable as
a condition to the exercise of such option or the issue of shares thereunder,
shall have been effected or obtained free of any conditions requiring the
Company to qualify as a foreign corporation or to execute a general consent to
service of process in any jurisdiction wherein it has not already done so and
free of any other conditions not customarily imposed by a securities exchange,
law or governmental regulatory body in connection with such listing,
qualification, consent or approval.

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12.   AMENDMENT AND TERMINATION

      The Board may amend, suspend or terminate the Plan or any portion thereof
at any time except that, to the extent required by applicable law, the Board may
not, without the approval of the Company's stockholders, make any alteration or
amendment which changes the class of eligible participants as determined in
accordance with Articles 1 and 4 hereof, or increases the total number of shares
of Common Stock for which options may be granted under the Plan except as
provided in Article 10 hereof.  No amendment shall adversely affect the rights
under any then outstanding option without the consent of the holder thereof.

13.   STOCK OPTION CONTRACTS

      Each option shall be evidenced by an appropriate contract which shall be
duly executed by the Company and the Non-Employee Director, and shall contain
such terms and conditions not inconsistent with the Plan as may be determined by
the Board.

14.   DUTIES OF THE COMPANY

      The Company shall, at all times during the term of each option, reserve
and keep available for issuance or delivery such number of shares of Common
Stock as will be sufficient to satisfy the requirements of all options at the
time outstanding, shall pay all original issue taxes with respect to the
issuance or delivery of shares pursuant to the exercise of such options and all
other fees and expenses necessarily incurred by the Company in connection
therewith.

15.   EFFECTIVE PERIOD

      The Plan shall become effective on May 14, 1996, the date of its adoption
by the Board of Directors; provided, that if the Plan is not approved within 12
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months thereof by the favorable vote then required for such action under the
Delaware General Corporation Law at a meeting to be held to consider such
approval, the Plan will be null and void ab initio and of no further effect.  No
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options may be granted under the Plan after May 13, 2006.  Options outstanding
on or prior to such date shall, however, in all respects continue subject to the
Plan.

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