Exhibit 99(a)

                                  JACLYN, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS


INTRODUCTION

         This Code of Business Conduct and Ethics (this "Code") has been adopted
by Jaclyn, Inc. (the "Company") to promote honest and ethical conduct, proper
disclosure of appropriate information in the Company's filings with the
Securities and Exchange Commission and in the Company's other public
communications, and to promote compliance with the laws, rules and regulations
of federal, state and local governments applicable to the business and
operations of the Company. It is important to remember that this Code is only
one aspect of our commitment. We expect each of you to be familiar and to comply
with all Company policies, including those contained in the Jaclyn, Inc.
Employee Handbook.

         This Code outlines the basic standards of business conduct and ethics
to which our directors and employees are held. These standards are designed to
deter wrongdoing and promote honest and ethical conduct, but will not cover all
situations. As noted below, if you have any doubts about the propriety of a
situation, you should submit it in writing to our Company's President or Chief
Financial Officer, who will review the situation and take appropriate action in
keeping with this Code, our other corporate policies and the law. Contact
information for these individuals is shown below.

APPLICABILITY AND SCOPE

         You are subject to this Code if you are a director or an employee of
the Company or any of its subsidiaries.

HONEST AND ETHICAL CONDUCT

         We as a Company require that, to the best of your knowledge and
ability, you will act in an honest and truthful manner in all dealings with our
customers, vendors, fellow employees and with other persons and entities with
whom you come into contact. Each of you has a responsibility to act responsibly,
diligently and in good faith.

COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

         We expect that, to the best of your knowledge and ability, you will
comply with the laws, rules and regulations of federal state and local
governments applicable to or governing the conduct of the Company's business. We
understand that you may not know the details of all of these laws, rules and
regulations. However, if you have a question about any of these applicable laws,
rules and regulations, or if you are unsure whether certain conduct is illegal
or unethical, we expect and urge you to contact your supervisor or manager, or
the Company's President or Chief Financial Officer, to seek further guidance.
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CONFLICTS OF INTEREST

         Business decisions must be based on the best interests of the Company
and its stockholders. You are expected to handle any actual or apparent conflict
of interest between your personal and business relationships in an ethical
manner. A "conflict of interest" exists when a person's private interest
interferes in any way with the interest of our Company. For example, a conflict
situation arises if you take actions or have interests that interfere with your
ability to perform your duties and responsibilities to the Company fairly and in
the best interests of the Company. Conflicts of interest may also arise if you
receive, or a member of your family receives, an improper personal benefit as a
result of your position with the Company.

         If you become aware of any transaction or relationship that reasonably
could be expected to give rise to a conflict of interest, or if you have a
question regarding a situation that may give rise to a conflict of interest, you
should consult with the Company's President or Chief Financial Officer.

         Certain kinds of relationships and transactions may raise conflict of
interest issues, but are not necessarily improper. The following standards apply
to certain common situations where potential conflicts of interest may arise.

         Gifts and Entertainment

         Personal gifts and entertainment offered by persons doing business with
our Company may be accepted only when offered in the ordinary and normal course
of the business relationship, but never, for example, when offered to receive
preferential treatment. However, the frequency and cost of any gifts or
entertainment may not be so excessive that your ability to exercise independent
judgment on behalf of our Company is or may appear to be compromised. Cash in
any form is inappropriate and should not be accepted.

         Financial Interests in Other Organizations

         The determination whether any outside investment, financial arrangement
or other interest in another organization is improper depends on the facts and
circumstances of each case. Your ownership of an interest in another
organization may be inappropriate if the other organization has a material
business relationship with, or is direct competitor of, our Company and your
financial interest is of such a size that your ability to exercise independent
judgment on behalf of our Company is or may appear to be compromised. As a
general rule, a passive investment would not likely be considered improper if
it: (1) is in publicly traded shares; (2) represents less than 1% of the
outstanding equity of the organization in question; and (3) represents less than
5% of your net worth. Other interests also may not be improper, depending on the
circumstances. Directors and officers must disclose to the Company's Board of
Directors any transaction or relationship that may create an actual or perceived
conflict of interest.

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         Outside Business Activities

         The determination of whether any outside position an employee may hold
is improper will depend on the facts and circumstances of each case. Your
involvement in trade associations, professional societies, and charitable and
similar organizations will not normally be viewed as improper. However, if those
activities are likely to take substantial time from or otherwise substantially
conflict with your responsibilities to our Company, you should obtain prior
approval from your supervisor or manager, or the Company's President or Chief
Financial Officer. Other outside associations or activities in which you may be
involved are likely to be viewed improper if they would interfere with your
ability to devote proper time and attention to your responsibilities to our
Company or if your involvement is with another Company with which our Company
does business or competes. The Company's Board of Directors continues to review
all applicable interests between directors and our Company as required from time
to time by applicable stock exchange rules and applicable law, and each director
and officer must disclose to the Board of Directors each employment or
affiliation with a Company with which our Company does business or competes.

         Indirect Violations

         You may not, through a spouse, family member, affiliate, friend,
partner or associate, have any interest or engage in an activity that would
violate this Code if you directly had the interest or engaged in the activity.
Any such relationship should be disclosed to the Company's President or Chief
Financial Officer, who will consider the appropriateness of the interest or
activity consistent with this Code and applicable law.

CORPORATE OPPORTUNITIES AND PROPER USE OF COMPANY PROPERTY

         You may not take for yourself, personally, opportunities that are
discovered through use of corporate property, information or position unless the
Board of Directors has affirmatively declined to pursue the opportunity, or make
inappropriate use of corporate property, information or position for personal
gain.

PUBLIC DISCLOSURES

         Our Company's policy is to provide full, fair, accurate, timely and
understandable disclosure in the reports and documents that we file with, or
submit to, the Securities and Exchange Commission and in all other public
communications made by our Company.

INSIDER TRADING

         If you have access to material, non-public information, concerning our
Company or its subsidiaries, you may not use or share that information for stock
trading or any other purpose other than the conduct of the Company's business.
This prohibition applies not only to the Company's securities, but also to
securities of other companies if you learn of material, non-public information
about these companies in the course of your employment with the Company.

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Please be aware that violations of the foregoing may subject you to criminal or
civil liability, in addition to disciplinary action by the Company.

CONFIDENTIALITY

         You should maintain the confidentiality of all confidential or
proprietary information entrusted to you by our Company or by persons with whom
the Company does business, except when disclosure is legally required to be
disclosed. You should generally consider all information provided to you, or of
which you gain knowledge, in the course of the performance or your duties and
responsibilities at the Company as confidential and proprietary. If you have any
question as to whether information is confidential or proprietary, please
consult with the Company's President or Chief Financial Officer.

INTERPRETATIONS AND WAIVERS OF THIS CODE

         As mentioned above, if you are unsure whether a particular activity or
relationship is improper under this Code or requires a waiver of this Code, you
should disclose it to the Company's President or Chief Financial Officer, who
will first determine whether a waiver of this Code is required and, if so,
whether a waiver will be granted. You may be required to agree to conditions
before a waiver or a continuing waiver is granted. However, any waiver of this
Code for an executive officer or director may only be made by the Company's
Board of Directors and will promptly be publicly disclosed to the extent
required by applicable stock exchange rules and applicable law.

REPORTING OF VIOLATIONS OF THE CODE

         Our Company wants to promote ethical behavior. Employees are encouraged
to talk to supervisors, managers, and the Company's officers when in doubt about
the best course of action in a particular situation. Additionally, employees
should promptly report violations of this Code by any person to the Company's
President or Chief Financial Officer. Any report or allegation of a violation
need not be signed and may be sent anonymously. All reports of violations of
this Code, including those sent anonymously, will be promptly investigated and,
if appropriate, acted upon in a timely manner. It is the Company's policy not to
allow actual or threatened retaliation, harassment or discrimination due to
reports of violations of this Code made in good faith. Employees are expected to
cooperate in the Company's investigations.

COMPLIANCE STANDARDS AND PROCEDURES

         This Code is intended as a statement of basic principles and standards
and does not include specific rules that apply to every situation. Its contents
have to be viewed within the framework of our Company's other policies,
practices, instructions, and requirements of applicable law, which also must be
observed.

         In some situations, it is difficult to know right from wrong. Because
this Code does not anticipate every situation that will arise, it is important
that each of you approach a new question or problem in a deliberate fashion. For
example, we suggest that you determine whether you

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know all the facts; identify exactly what it is that concerns you; discuss the
problem with a supervisor or the Company's President or Chief Financial Officer;
and seek guidance before taking any action that you believe may be unethical or
dishonest. Each of you are personally responsible for your own conduct, for
complying with the Code and for properly reporting violations of the Code.

         Violation of this Code, or any other policy, practice or instruction of
our Company, can result in disciplinary actions, including dismissal and civil
or criminal action against the violator. This Code should not be construed as a
contract of employment and does not change any person's status as an at-will
employee. This Code is for the benefit of our Company, and no other person is
entitled to enforce this Code. This Code does not, and should not be construed
to, create any private cause of action or remedy in any other person for a
violation of the Code.

                                     * * * *

         The names, addresses, telephone numbers, facsimile numbers and e-mail
addresses of the Company's President and Chief Financial Officer are as follows:

Robert Chestnov                         Anthony Christon
President                               Chief Financial Officer
Jaclyn, Inc.                            Jaclyn, Inc.
635 59th Street                         635 59th Street
West New York, NJ 07093                 West New York, NJ 07093
(201) 868-9400                          (201) 868-9400
bob.chestnov@jaclyninc.com              tony.christon@jaclyninc.com
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