**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10-K/A**


(Mark
      one)


x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      fiscal year ended **** **January
      31, 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)
            (I.R.S.
                Employer Identification Number)





**701
      Koehler Ave., Suite 7, Ronkonkoma, NY 11779**


(Address
      of Principal Executive Offices)





**(631)
      981-9700**


(Registrant's
      telephone number, including area code)





**711
      Koehler Ave., Suite 2, Ronkonkoma, NY 11779**


(Former
      name, former address and former fiscal year, if changed since last
      report)





Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to Section 12 (g) of the Act


Title
      of
      Class - Common Stock $0.01 Par Value


Name
      of
      Exchange on which listed - NASDAQ





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.    Yes o No x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange Act.   Yes o No x




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 if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this Chapter) is not contained herein, and will not
      be contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K.


Yes x No o




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


Large
      accelerated filer o  Accelerated
      Filer ý Non-Accelerated
      Filer o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12-b-2 of the Exchange Act).    Yes o No x




As
      of
      July 29, 2005, the aggregate market value of the registrant’s common stock held
      by non-affiliates of the registrant was $65,777,000 based on the closing price
      of the common stock as reported on the National Association of Securities
      Dealers Automated Quotation System National Market System.




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 April 17, 2006Common
                Stock, $0.01 par value per share
            5,017,046