SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended November 29, 2003

[_]   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 1-5901

                              FAB INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)



         Delaware                                       13-2581181
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

         200 Madison Avenue, New York, NY                10016
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: 212-592-2700

Securities registered pursuant to Section 12(b) of the Act:

                                            NAME OF EACH EXCHANGE ON
         TITLE OF EACH CLASS                    WHICH REGISTERED
         -------------------                ------------------------

         Common Stock, $.20 par value       American Stock Exchange, Inc.


Securities registered pursuant to Section 12(g) of the Act: Share Purchase
Rights

         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, and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes [X]                  No [_]

         Indicate by check mark if disclosure of delinquent filers pursuant to
item 405 of Regulation S-K 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 [ X ]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of The Act)

                        Yes [_]                  No [X]

         The aggregate market value at May 31, 2003 of shares of the
registrant's common stock, $.20 par value (based upon the closing price per
share of such stock on the Composite Tape for issues listed on the American
Stock Exchange), held by non-affiliates of the registrant was approximately
$33,000,000. Solely for the purposes of this calculation, shares held by
directors and executive officers of the registrant and members of their
respective immediate families sharing the same household have been excluded.
Such exclusion should not be deemed a determination or an admission by the
registrant that such individuals are, in fact, affiliates of the registrant.

         Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: At March 26, 2003,
there were outstanding 5,215,031 shares of common stock, $.20 par value.

         Documents Incorporated by Reference:  None.


<PAGE>

                                EXPLANATORY NOTE

         This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K
of Fab Industries, Inc. (the "Company") amends and restates in their entirety
Items 10, 11, 12, 13 and 14 of Part III.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

         DIRECTORS

         The Board of Directors of the Company is divided into three classes.
The directors of each class are elected by the holders of common stock, par
value $0.20 per share ("Common Stock"), at the annual meeting of stockholders in
the year in which the term of such class expires and will serve thereafter for
three years. The following table sets forth certain information with respect to
each director.



                                       PRINCIPAL OCCUPATION AND     DIRECTOR
NAME                      AGE          COMPANY OFFICE(1)            SINCE
------------------------  -----------  ---------------------------  -----------
Class I - Term will expire at the 2004 Annual Meeting of Stockholders:

Susan B. Lerner           48           Former Corporate Counsel     1997
                                       of the Company.(2)
Richard Marlin            70           Attorney, member of the      1995
                                       law firm of Kramer Levin
                                       Naftalis & Frankel LLP.(3)


Class II - Term expires at the 2005 Annual Meeting of Stockholders:

Lawrence H. Bober         79           Retired, Vice Chairman of    1979
                                       the Board, First New York
                                       Bank for Business and
                                       First New York Business
                                       Bank Corp.(4)

Martin B. Bernstein       70           Chairman of Bedford          1998
                                       Capital Corporation.(5)

Steven Myers              55           President, Chief Operating   2001
                                       Officer and Secretary of
                                       the Company.(6)


<PAGE>

                                       PRINCIPAL OCCUPATION AND     DIRECTOR
NAME                      AGE          COMPANY OFFICE(1)            SINCE
------------------------  -----------  ---------------------------  -----------
Class III - Term expires at the 2006 Annual Meeting of Stockholders:

Samson Bitensky           84           Chairman of the Board of     1966
                                       Directors and Chief
                                       Executive Officer of the
                                       Company.(7)

Frank S. Greenberg        73           Retired, Chairman of the     1998
                                       Board of Directors and
                                       Chief Executive Officer,
                                       Burlington Industries,
                                       Inc.(8)

------------------------------------

(1)  Unless otherwise indicated, the directors' principal occupations have been
     their respective principal occupation for at least five years.

(2)  Ms. Susan B. Lerner is former Corporate Counsel of the Company. She was
     Corporate Counsel from 1995 to 2002, Assistant Secretary of the Company
     from May 1997 until May 2001 and Secretary of the Company from May 2001
     until March 2002. From 1993 to 1995, she was president of the Company's
     Raval Lace Division. Ms. Lerner is the daughter of Mr. Bitensky, Chairman
     of the Board of Directors and Chief Executive Officer of the Company.

(3)  Since 1979, Mr. Richard Marlin has been a member of the law firm of Kramer
     Levin Naftalis & Frankel LLP ("Kramer Levin").

(4)  Mr. Lawrence H. Bober is a retired Vice Chairman of the Board of First New
     York Business Bank Corp. ("FNYBBC") and of First New York Bank for Business
     (formerly, The First Women's Bank), a commercial bank and wholly-owned
     subsidiary of FNYBBC, where he served from January 1988 until January 1991.
     Prior to 1988 and for more than five years, Mr. Bober was a Senior Vice
     President of Manufacturers Hanover Trust Company, a commercial bank.

(5)  Mr. Martin B. Bernstein has been Chairman of Bedford Capital Corporation
     ("BCC") since July 31, 2001. BCC is a private equity company, engaged in
     the acquisition of a variety of businesses. Mr. Bernstein was also the
     Chief Executive Officer of Ponderosa Fibres of America, Inc. ("PFAI") from
     1979 to 2001. PFAI is a member of a limited liability company or a
     stockholder of a corporation that are partners of two partnerships which
     have been reorganized under Chapter XI in fiscal 1999. PFAI filed a Chapter
     XI proceeding in May of 2001. Thereafter, its assets were sold and it has
     ceased operations. Mr. Bernstein is a member of the Board of Directors of
     Empire Insurance Company and Allcity Insurance Company.

(6)  Mr. Steven Myers served as Co-President and Chief Operating Officer of the
     Company from May 1997 through July 2001. In August 2001, Mr. Myers became
     President of the Company and also maintained the position of Chief
     Operating Officer. In March 2002, Mr. Myers became Secretary of the
     Company. Mr. Myers served as Vice President of the Company from May 1988 to
     May 1997. He served as Vice President of Sales of the Company for more than
     five years prior to May 1988. Mr. Myers is the son-in-law of Mr. Bitensky,
     Chairman of the Board of Directors and Chief Executive Officer of the
     Company.

(7)  Mr. Samson Bitensky was one of the Company's founders in 1966 and has
     served as Chairman of the Board of Directors and Chief Executive Officer of
     the Company since such time. Mr. Bitensky also served as President of the
     Company from 1970 until May 1, 1997.

(8)  Mr. Frank S. Greenberg is a retired Chairman of the Board and Chief
     Executive Officer of Burlington Industries, Inc., where he served from
     October 1986 until February 1998.


<PAGE>

         EXECUTIVE OFFICERS

         The following table sets forth certain information concerning the
executive officers of the Company as of the date hereof.


NAME                                    AGE      POSITIONS AND OFFICES
----                                    ---      ---------------------


Samson Bitensky....................     84      Chairman of the Board of
                                                Directors and Chief Executive
                                                Officer


Steven Myers.......................     55      President, Chief Operating
                                                Officer and Director


David A. Miller....................     66      Vice President-Finance,
                                                Treasurer and Chief Financial
                                                Officer


Jerry Deese........................     52      Vice President-Controller of
                                                Plant Operations


Sam Hiatt..........................     56      Vice President-Sales


         Each of our executive officers serves at the pleasure of the Board of
Directors and until his or her successor is duly elected and qualified.

         Samson Bitensky was one of the Company's founders in 1966 and has
served as Chairman of the Board of Directors and Chief Executive Officer of the
Company since such time. Mr. Bitensky also served as President of the Company
from 1970 until May 1, 1997.

         Steven Myers, an attorney, has been employed by the Company in various
senior administrative and managerial capacities since 1979. He served as Vice
President - Sales for more than five years prior to May 1988 and as Vice
President from May 1988 to May 1, 1997 and Co-President, Chief Operating Officer
from May 1, 1997 to November 27, 2001. On November 27, 2001, he became
President, Chief Operating Officer. He has been a director since 2001. Mr. Myers
is the son-in-law of Mr. Bitensky.

         David A. Miller has been employed by the Company since 1966 and served
as Controller from 1973 until December 7, 1995, as Vice President - Finance and
Treasurer since December 7, 1995, and as Chief Financial Officer since May 1,
1997.

         Jerry Deese has been employed by the Company in various senior
administrative and managerial capacities since 1978. Mr. Deese served as
Divisional Controller from 1994 until 1998 and has served as Vice
President-Controller of Plant Operations since May 12, 1998.

         Sam Hiatt has been employed by the Company since 1978 and previously
had various management responsibilities in the warp knit area. He has served as
Vice President-Sales since May 12, 1998.


<PAGE>

         AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT.

         The Company has an audit committee (the "Audit Committee") composed of
Messrs. Bober, Greenberg and Marlin. The Board of Directors has determined that
Mr. Bober is an "audit committee financial expert" (as defined by the rules and
regulations of the Securities and Exchange Commission). Mr. Bober qualifies as
an audit committee financial expert as a result of his business experience
described under the heading "Directors and Executive Officers - Directors." The
Board of Directors has determined that Mr. Bober is independent pursuant to the
American Stock Exchange's (the "AMEX") listing standards as they relate to audit
committee members.


         SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than ten percent of the Common Stock
to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with
the SEC. Directors, executive officers and greater than ten percent stockholders
are required by SEC regulations to furnish the Company with copies of all Forms
3, 4 and 5 that they file.

         The Company believes that all of its directors, executive officers, and
greater than ten percent beneficial owners complied with all filing requirements
applicable to them in the fiscal year 2003.

         CODE OF CONDUCT AND ETHICS

         The Company has not yet adopted a code of conduct and ethics that
applies to the Company's principal executive officer, principal financial
officer and principal accounting officer. It is not yet required to have a code
of conduct and ethics under the AMEX listing standards. The Company intends to
adopt a code of conduct and ethics that complies with the AMEX listing standards
prior to the date required under the AMEX listing standards.


ITEM 11. EXECUTIVE COMPENSATION.

         The Summary Compensation Table shown below sets forth certain
information concerning the annual and long-term compensation for services in all
capacities to the Company for the 2003, 2002 and 2001 fiscal years of those
persons (the "named executive officers") who were (i) the Chief Executive
Officer during fiscal 2003 and (ii) the other four most highly-compensated
executive officers of the Company who were serving as executive officers at the
end of the fiscal year ended November 29, 2003.


<PAGE>

Summary Compensation Table

<TABLE>
<CAPTION>
                                              ANNUAL COMPENSATION
                                              -------------------
NAME AND PRINCIPAL                                                      ALL OTHER
    POSITION                    YEAR       SALARY($)(1)   BONUS ($)   COMPENSATION ($)(2)
-----------------------------   ----       ------------   ---------   -------------------
<S>                             <C>         <C>             <C>             <C>
Samson Bitensky                 2003        350,000         --              5,100
Chairman of the Board of        2002        350,000         --              5,100
Directors and Chief Executive   2001        320,832         --              6,145
Officer
Steven Myers                    2003        225,750         --              5,100
President and Chief Operating   2002        212,000         5,000           5,100
Officer                         2001        222,500         --              7,435

Sam Hiatt                       2003        209,750         --              5,100
Vice President-Sales            2002        196,000         5,000           5,100
                                2001        204,167         --              7,409
David A. Miller                 2003        142,583         --              4,290
Vice President,                 2002        138,000         5,000           4,140
Finance, Treasurer and Chief    2001        145,000         --              6,307
Financial Officer
Jerry Deese                     2003        148,750         5,000           4,500
Vice President,                 2002        135,000         5,000           4,050
Controller of Plant Operations  2001        134,167         20,000          5,714
</TABLE>

------------------------------------

(1)  Includes compensation deferred pursuant to the Company's qualified 401K
     Money Option Savings Plan.

(2)  Represents the amount of the Company's contribution under its Executive
     Retirement Plan for Messrs. Bitensky, Myers and Hiatt and the Fab
     Industries, Inc. Profit Sharing Plan for Messrs. Miller and Deese.

         OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The Company did not make any individual grants of stock options or
stock appreciation rights during fiscal 2003 to any of the named executive
officers.

         AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
         OPTION VALUES

         No named executive officer exercised options during fiscal 2003 nor
held any options to purchase shares of Common Stock as of November 29, 2003.

         COMPENSATION OF DIRECTORS

         During fiscal 2003, the directors who were not employees of the Company
earned the following annual directors fees: $20,000 to Mr. Bober; $15,000 each
to Messrs. Bernstein, Greenberg, Marlin and Ms. Lerner. In addition, each
non-employee director earned a fee of $1,000 for each Board of Director or
committee meeting that they attended (other than Executive Committee meetings).
No additional fee was paid for service on committees of the Board of Directors.


<PAGE>

         EMPLOYMENT AGREEMENT

         The Company has only one employment agreement with a named executive
officer. Mr. Bitensky entered into an employment agreement with the Company
effective April 1, 1993, pursuant to which he is to perform the duties of its
Chief Executive Officer. The agreement provided it would expire on March 31,
1998, subject to automatic successive one year renewals unless either party
terminates on notice given not less than six months prior to the then expiration
date. The current expiration date is March 31, 2005. The agreement provides for
an annual base salary of $350,000, or such greater amount as the Board of
Directors may from time to time determine, and incentive compensation if the
Company's annual pre-tax income exceeds $10,000,000 equal to 3% of the Company's
annual pre-tax income up to $11,000,000 and 4% of such pre-tax income in excess
of $11,000,000. In the event of disability (as defined in the employment
agreement), compensation at the above rate is payable for the first year, and at
one-half such rate for the second year of such disability. Upon termination of
full-time employment other than by the Company for cause, Mr. Bitensky will be
retained to provide advisory and consulting services for a period of five years
for a fee of $250,000 per annum. In the event of the death of Mr. Bitensky while
employed or providing such consulting services, an amount equal to the average
one year total annual compensation paid to Mr. Bitensky, based upon the three
most recent full-time employment years, is payable to his beneficiaries over a
five-year period.

         The Company and Mr. Bitensky amended the Employment Agreement between
the Company and Mr. Bitensky to provide that at such time as the Company is sold
or liquidated pursuant to the Plan of Liquidation and Dissolution, in lieu of
the annual consulting fees due under such agreement over the five year
consulting period provided therein, Mr. Bitensky will receive a lump sum payment
equal to the aggregate net present value of each payment due under such an
agreement, such present value to be determined utilizing the prevailing prime
rate at the time of the payment as determined by the Board of Directors. The
Employment Agreement was further amended to eliminate Mr. Bitensky's right under
the terms of the original agreement to require the Company to purchase upon his
death approximately $10,000,000 of shares of common stock from his estate. In
consideration of Mr. Bitensky relinquishing such right, the Company agreed to
transfer to Mr. Bitensky ownership of the three life insurance policies on Mr.
Bitensky's life owned by the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain information as of March 25, 2004
(except as noted below) as to the shares of Common Stock beneficially owned by
each person known by the Company to be the beneficial owner of more than five
percent (5%) of the outstanding Common Stock.


<PAGE>

                                                                  PERCENT OF
       NAME AND ADDRESS                  NUMBER OF SHARES     OUTSTANDING COMMON
     OF BENEFICIAL OWNER               BENEFICIALLY OWNED(1)        STOCK
------------------------------------   ---------------------  ------------------
Samson Bitensky(2)                          1,488,276(3)             28.5%
c/o Fab Industries, Inc.
200 Madison Avenue
New York, New York  10016

Private Capital Management, L.P.,              948,469               18.1%
Bruce S. Sherman
Gregg J. Powers(4)
8889 Pelican Bay Blvd.
Naples, Florida  34108

Dimensional Fund Advisors Inc.(5)              306,781                5.9%
1299 Ocean Avenue, 11th Floor
Santa Monica, California  90401

Esopus Creek Capital, LLC(6)                   266,200                5.1%
Andrew Sole
Joseph Criscione
Ann Lauridsen
500 Fifth Avenue, Suite 2620
New York, NY 10110

------------------------------

(1)  Except as otherwise indicated below, each of the persons listed in the
     table owns the shares of Common Stock opposite his or its name and has sole
     voting and dispositive power with respect to such shares of Common Stock.

(2)  Under the rules and regulations of the SEC, Mr. Bitensky may be deemed a
     "control person" of the Company.

(3)  Includes 74,000 shares of Common Stock owned by the Halina and Samson
     Bitensky Foundation, Inc. and 89,996 shares of Common Stock owned by Mr.
     Bitensky's spouse. Mr. Bitensky disclaims beneficial ownership of the
     shares owned by his spouse and by the Halina and Samson Bitensky
     Foundation, Inc.

(4)  Bruce S. Sherman is Chief Executive Officer of Private Capital Management,
     L.P., a Florida limited partnership ("PCM"), and exercises shared voting
     and dispositive power with respect to 948,469 shares of Common Stock held
     by PCM on behalf of its clients. Gregg J. Powers is President of PCM and
     exercises shared voting and dispositive power with respect to 919,169
     shares of Common Stock held by PCM on behalf of its clients. Messrs.
     Sherman and Powers disclaim beneficial ownership for the shares held by
     PCM's clients and disclaim the existence of a group. This information is
     derived solely from PCM's Schedule 13G, as amended, filed with the
     Commission on February 13, 2004.

(5)  Dimensional Fund Advisors Inc., a Delaware corporation ("Dimensional") and
     an investment advisor registered under Section 203 of the Investment
     Advisers Act of 1940, furnishes investment advice to four investment
     companies registered under the Investment Advisers Act of 1940 and serves
     as investment manager to certain other investment vehicles, including
     commingled group trusts and separate accounts. In its role as investment
     advisor or manager, Dimensional possesses voting and/or investment power
     over the shares of Common Stock that are owned by these investment
     companies and investment vehicles. Dimensional disclaims beneficial
     ownership of all such shares. This information is derived solely from
     Dimensional's Schedule 13G, as amended, filed with the Commission on
     February 6, 2004.

(6)  Esopus Creek Capital, LLC ("Esopus") is a New York limited liability
     company formed to engage in the business of acquiring, holding and
     disposing of investments in various companies. The address of the principal
     offices of Esopus is 500 Fifth Avenue, Suite 2620, New York, NY 10110.
     Esopus beneficially owns an aggregate of 226,200 shares of Common Stock.


<PAGE>

     Andrew Sole has a business address c/o Esopus Creek Capital, LLC, 500 Fifth
     Avenue, Suite 2620, New York, NY 10110. Mr. Sole is a managing member of
     Esopus. Mr. Sole beneficially owns an aggregate of 22,500 shares of Common
     Stock.

     Each of Joseph Criscione and Ann Lauridsen has a business address c/o
     Esopus Creek Capital, LLC, 500 Fifth Avenue, Suite 2620, New York, NY
     10110. Mr. Criscione and Ms. Lauridsen are husband and wife, and Mr.
     Criscione is a managing member of Esopus. Mr. Criscione and Ms. Lauridsen
     each report beneficial ownership of 17,500 shares of Common Stock
     calculated as follows: 5,000 shares held jointly, 10,000 shares held by Mr.
     Criscione in a self-directed IRA and 2,500 shares held by Ms. Lauridsen in
     a self-directed IRA. Mr. Criscione disclaims beneficial ownership of 5,000
     shares of Common Stock jointly owned by his mother and father. Ms.
     Lauridsen disclaims beneficial ownership of 2,500 shares of Common Stock
     owned by her mother.

     This information is derived solely from the Schedule 13D filed with the
     Commission by the reporting persons on March 5, 2004.

         SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

         The following table sets forth certain information as of March 25, 2004
as to the shares of Common Stock beneficially owned by the Company's directors,
the named executive officers and the directors and executive officers of the
Company as a group.

<TABLE>
<CAPTION>
                                          SHARES OF COMMON STOCK
                                      BENEFICIALLY OWNED ON THE RECORD     PERCENT OF OUTSTANDING COMMON
  NAME OF BENEFICIAL OWNER                      DATE (1)                             STOCK
-----------------------------------   --------------------------------    ------------------------------
<S>                                           <C>                                    <C>
Samson Bitensky                               1,488,276(2)                           28.5%
Martin B. Bernstein                               3,744                                *
Lawrence H. Bober                                 3,076                                *
Frank S. Greenberg                                  500                                *
Susan B. Lerner                                  64,514                               1.2%
Richard Marlin                                    1,744                                *
Steven Myers                                     92,556(3)                            1.8%
Sam Hiatt                                         4,243                                *
Jerry Deese                                       9,579                                *
David A. Miller                                   9,536                                *
All directors and executive
officers as a group (10 persons)              1,677,768                              32.2%
</TABLE>

------------------------------------

*    Less than 1%

(1)  Except as otherwise indicated below, each of the persons listed in the
     table owns the shares of Common Stock opposite his or her name and has sole
     voting and dispositive power with respect to the shares of Common Stock
     indicated as being beneficially owned by him or her.

(2)  See note 3 to the table set forth above under the heading "Security
     Ownership of Certain Beneficial Owners" with respect to beneficial
     ownership of these shares.

(3)  Includes 48,370 shares of Common Stock owned by Beth B. Myers; 3,332 shares
     owned by Jessica C. Myers in a custodial account under control of Beth B.
     Myers; and 2,000 shares owned by Allison R. Myers in a custodial account
     under the control of Beth B. Myers. Beth B. Myers is the daughter of Mr.
     Bitensky, Chief Executive Officer of the Company, and the spouse of Steven
     Myers, President and Chief Operating Officer of the Company. Jessica C.
     Myers and Allison R. Myers are the minor daughters of Mr. and Mrs. Myers.
     Mr. Myers disclaims beneficial ownership of the shares owned by his spouse
     and minor daughters.


<PAGE>

         EQUITY COMPENSATION PLAN INFORMATION

         As of November 29, 2003, there were no options to purchase common stock
outstanding or available for grant under any Company stock option plans. All
Company stock option plans have been terminated.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Pursuant to resolutions adopted by the Company's Board of Directors,
effective immediately following stockholder approval of the Company's Plan of
Liquidation and Dissolution, all outstanding options under the Company's 1997
Stock Incentive Plan became vested, and all options with respect to which
optionees (including employees and directors) had returned to the Company the
appropriate forms were exercised through the issuance of loans from the Company
to the optionees. Each loan was evidenced by a full recourse promissory note
with a term of one year and an interest rate equal to 3.5% per annum. Each note
for a loan was secured by the Common Stock received by the optionee borrower
upon exercise of the options. The amount of the loans to the Company's executive
officers and directors were as follows: Bruce S. Chroback ($12,000), Jerry Deese
($32,125), Mark Goldberg ($21,000), Sam Hiatt ($12,000), David A. Miller
($32,125), Steven Myers ($30,860), Martin Bernstein ($11,500), Lawrence Bober
($11,500), Frank Greenberg ($11,500) and Richard Marlin ($11,500). Mr. Greenberg
repaid his loan obligations to the Company during fiscal 2002. The remaining
loans outstanding were retired when the Company retained an aggregate of 22,984
shares of Common Stock at an average fair market value of $9.48 per share from
employees and directors with outstanding loans, and offset the payment of the
purchase price of such Common Stock against the loans outstanding from such
employees and directors.

         Kramer Levin, a law firm of which the Company's director Richard Marlin
is a member, was retained by a special committee of the Board of Directors in
October 2003 to provide legal services to the special committee in connection
with an offer to purchase the Company by members of management. The
representation ended December 2, 2003.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         AUDIT FEES

         For the fiscal years ended November 30, 2002 and November 29, 2003, BDO
Seidman, LLP ("BDO"), the Company's principal accountant, billed the Company
$100,000 and $90,000, respectively, for professional services rendered in
connection with the audit of the Company's financial statements included in the
Company's Annual Report on Form 10-K for such fiscal years. The amount of fees
that BDO billed for the review of the financial statements included in the
Company's Forms 10-Q for the fiscal years ended November 30, 2002 and November
29, 2003 was $12,000.

         AUDIT-RELATED FEES


----------------------
(1)  To be confirmed.


<PAGE>

         BDO did not bill the Company during fiscal 2002 or 2003 for any
assurance and related services reasonably related to their performance of the
audit or review of the Company that are not reported under "Audit Fees."

         TAX FEES

         In addition to the audit fees, the Company was billed by BDO $8,500 in
fiscal 2003 and expects to be billed by BDO in fiscal 2004 for professional
services rendered for tax compliance, tax advice and tax planning in connection
with the review of the Company's 2002 and 2003 tax returns, respectively.

         ALL OTHER FEES

         BDO did not bill the Company for any other fees in fiscal 2002 and 2003
other than those set for above.

         PRE-APPROVAL POLICIES AND PROCEDURES

         The Audit Committee pre-approves all audit and permissible non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

         (a)3.    Exhibits. See Exhibit Index.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be
signed on our behalf by the undersigned, thereunto duly authorized.

                                             FAB INDUSTRIES, INC.

                                             By: /s/ Samson Bitensky
                                                 ------------------------------
                                                     Samson Bitensky,
                                                     Chairman of the Board and
                                                     Chief Executive Officer

                                             Date:   March 29, 2004


<PAGE>

                                  EXHIBIT INDEX

EXHIBIT           DESCRIPTION OF EXHIBIT
-------           ----------------------

31.1         -    Certification of Samson Bitensky pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

31.2         -    Certification of David A. Miller pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

32.1         -    Certification of Samson Bitensky pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

32.2         -    Certification of David A. Miller pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.