UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549








FORM
8-K








CURRENT
REPORT


Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934








Date
of Report (Date of Earliest Event Reported):  October 25,
2007





Lakeland
Industries, Inc.


(Exact
name of Registrant as Specified in Charter)








Delaware
            
            000-15535
            
            13-3115216(State
      or Other Jurisdiction
              of
      Incorporation)
            
            (Commission
      File Number)
            
            (IRS
      Employer
              Identification
      No.)





701 Koehler Avenue, Suite 7,
Ronkonkoma, New York  11779-7410


(Address
of Principal Executive Offices)








Registrant’s
telephone number, including area code:  (631)
981-9700





Not
Applicable


(Former
Name or Former Address, if Changed Since Last Report)








Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:








o
            Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)


ý
            Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)


o
            Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))


o
            Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))








Item
      5.03
            Amendments to Articles
      of Incorporation or Bylaws; Change in Fiscal
  Year.




On
October 25, 2007, the Board of Directors of Lakeland Industries, Inc.
(the “Company”) voted to amend Article I, Section 1, and Article I, Section
3 of the Company’s Bylaws, effective as of October 25, 2007, to allow for
the issuance of uncertificated shares.  As a result of the amendments,
the Company will become eligible to participate in the Direct Registration
System administered by the Depository Trust & Clearing
Corporation.  The Direct Registration System allows investors to have
securities registered in their names without the issuance of physical
certificates and allows investors to electronically transfer securities to
broker-dealers in order to effect transactions without the risks and delays
associated with transferring physical certificates.




On April
10, 2008, the Board of Directors of the Company voted to amend Article I,
Section 6 of the Company’s Bylaws, effective as of April 10, 2008, to repeal
subsection (k) thereof relating to stockholder proposals and
nominations.  Such Section 6(k) entitled “Stockholder Proposals and
Nominations” is believed to have been adopted by the Company’s Board of
Directors in April 1987 and was recently discovered during a review of the
Company’s corporate minute books in connection with the preparation of a
restated version of the Company’s Bylaws.  Because such Bylaw
provisions, and the restrictions contained therein with respect to stockholder
proposals and nominations, including that all stockholder proposals must be
received by January 31 of the calendar year, have not previously been publicly
disclosed in the Company’s SEC filings, or otherwise made public, and given the
current pendency of a proxy contest against the Company, the Company believes
that the assertion of such advance notice and advance nomination bylaw
provisions against any notice of nomination and/or stockholder proposal received
from a stockholder, including, but not limited to, the notice of nomination
received from Seymour Holtzman on or about March 17, 2008, would be difficult to
enforce and any attempt to enforce it would only subject the Company to costly
and protracted litigation.  Accordingly, the Company’s Board of
Directors has determined to repeal such advance notice and advance nomination
Bylaw provisions.




The
foregoing brief summary of the amendments to the Company’s Bylaws does not
purport to be complete and is qualified by reference to the Amended and Restated
Bylaws attached to this Current Report on Form 8-K as Exhibit 3.2 and which
are incorporated herein by reference in their entirety.




Item
      8.01
            Other
      Events.




On
February 14, 2008, the Board of Directors of the Company, acting by unanimous
written consent, adopted resolutions approving the restatement of the Company’s
Bylaws to integrate into a single instrument the amendments described above and
all prior amendments to the Bylaws previously approved and adopted by the Board
of Directors which are currently in effect and operative (as amended and
restated on such date, and as subsequently amended on April 10, 2008 as
discussed above, the “Amended and Restated Bylaws”).  Except for the
amendments to the Company’s Bylaws described above, the Amended and Restated
Bylaws only restate and integrate, and do not further amend, the provisions of
the Company’s Bylaws as previously amended and supplemented.




2


On
February 14, 2008, the Board of Directors of the Company, acting by unanimous
written consent, adopted resolutions approving the further restatement of the
Certificate of Incorporation of the Company to integrate into a single
instrument all of the provisions of its Certificate of Incorporation which are
currently in effect and operative as a result of an amendment to the Certificate
of Incorporation being heretofore filed with the Secretary of State of the State
of Delaware.  Such Restated Certificate of Incorporation only restates
and integrates, and does not further amend, the provisions of the Company’s
Certificate of Incorporation as previously amended and
supplemented.  No amendments to the Certificate of Incorporation have
been proposed and declared advisable by the Board of Directors, or approved by
the stockholders, of the Company since 1989.  The Restated Certificate
of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.1 and is
incorporated herein by reference in its entirety.




Item
      9.01
            Financial Statements
      and Exhibits.




(d)
            The
      following have been filed as exhibits to this Form
  8-K:




3.1
            Lakeland
      Industries, Inc. Restated Certificate of
  Incorporation.




3.2
            Lakeland
      Industries, Inc. Amended and Restated
Bylaws.




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SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.




LAKELAND
      INDUSTRIES, INC.Date:  April
      15, 2008
            By:
            /s/
      Christopher J. RyanName:Christopher J. RyanTitle:President and Chief Executive Officer









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INDEX TO
EXHIBITS








Exhibit
      Number
            Description3.1
            Lakeland
      Industries, Inc. Restated Certificate of Incorporation.3.2
            Lakeland
      Industries, Inc. Amended and Restated Bylaws.













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