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

[_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934


For the fiscal year ended December 1, 2001         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 [_]

         The aggregate market value at March 20, 2002 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
$65,500,000. 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 20, 2002,
there were outstanding 5,206,980 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 and 13 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.

<TABLE>
<CAPTION>
                                                      PRINCIPAL OCCUPATION AND     DIRECTOR
NAME                         AGE                      COMPANY OFFICE(1)            SINCE
----                         ---                      -----------------            -----
<S>                          <C>                      <C>                          <C>
Class II - Term will expire at the 2002 Annual Meeting of Stockholders:

Lawrence H. Bober            77                       Retired, Vice Chairman of    1979
                                                      the Board, First New York
                                                      Bank for Business and
                                                      First New York Business
                                                      Bank Corp.(2)

Martin B. Bernstein          68                       Chief Executive Officer of   1998
                                                      Ponderosa Fibres of
                                                      America, Inc.(3)

Steven Myers                 53                       President, Chief Operating   2001
                                                      Officer and Secretary of
                                                      the Company.(4)


Class III - Term expires at the 2003 Annual Meeting of Stockholders:

Samson Bitensky              82                       Chairman of the Board of     1966
                                                      Directors and Chief
                                                      Executive Officer of the
                                                      Company.(5)

Frank S. Greenberg           71                       Retired, Chairman of the     1998
                                                      Board of Directors and
                                                      Chief Executive Officer,
                                                      Burlington Industries,
                                                      Inc.(6)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                      PRINCIPAL OCCUPATION AND     DIRECTOR
NAME                         AGE                      COMPANY OFFICE(1)            SINCE
----                         ---                      -----------------            -----
<S>                          <C>                      <C>                          <C>
Class I - Term expires at the 2004 Annual Meeting of Stockholders:

Susan B. Lerner              46                       Corporate Counsel of the     1997
                                                      Company.(7)

Richard Marlin               68                       Attorney, member of the      1995
                                                      law firm of Kramer Levin
                                                      Naftalis & Frankel LLP.(8)
</TABLE>
------------------------
(1)  Unless otherwise indicated, the directors' principal occupations have been
     their respective principal occupation for at least five years.

(2)  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.

(3)  Mr. Martin B. Bernstein is Chief Executive Officer of Ponderosa Fibres of
     America, Inc. ("PFAI"). 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. Proceedings are still pending. Mr. Bernstein is a member
     of the Board of Directors of Empire Insurance Company and Allcity Insurance
     Company.

(4)  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 upon the retirement of Stanley August 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.

(5)  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.

(6)  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.

(7)  Ms. Susan B. Lerner has served as Corporate Counsel of the Company since
     1995, as Assistant Secretary of the Company from May 1997 until May 2001
     and as 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.

(8)  Since 1979, Mr. Richard Marlin has been a member of the law firm of Kramer
     Levin Naftalis & Frankel LLP ("Kramer Levin"). The Company retained Kramer
     Levin to render legal services from 1995 to 2001.

<PAGE>

         EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
         NAME                AGE                                POSITIONS AND OFFICES
         ----                ---                      --------------------------------------
<S>                          <C>                      <C>
Samson Bitensky              82                       Chairman of the Board of Directors and
                                                      Chief Executive Officer.

Steven Myers                 53                       President and Chief Operating Officer.

David A. Miller              64                       Vice President-Finance, Treasurer and Chief
                                                      Financial Officer.(1)

Jerry Deese                  50                       Vice President-Controller of Plant
                                                      Operations.(2)

Sam Hiatt                    54                       Vice President-Sales.(3)

Mark J. Goldberg             53                       Vice President.(4)

Bruce Chroback               40                       Assistant Treasurer and Controller.(5)
</TABLE>

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

------------------------
(1)  Mr. David A. Miller has been employed by the Company since 1966 and has
     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.

(2)  Mr. 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.

(3)  Mr. 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.

(4)  Mr. Mark J. Goldberg has been employed by the Company in various financing
     and operational capacities since 1983. He was the Director of Corporate
     Planning from 1999 until 2001 and he has served as Vice President since May
     3, 2001.

(5)  Mr. Bruce Chroback, a C.P.A., has been employed by the Company since 1996
     and has held various senior financial positions with the Company. He has
     served as Assistant Treasurer and Controller since May 3, 2001.


         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 Securities and Exchange Commission ("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.

<PAGE>

         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 2001.

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 2001, 2000 and 1999 fiscal years of those
persons (the "named executive officers") who were (i) the Chief Executive
Officer during fiscal 2001 and (ii) the other four most highly-compensated
executive officers of the Company at the fiscal year ended December 1, 2001.

         SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION
                               -------------------
<TABLE>
<CAPTION>
           NAME AND                                                          ALL OTHER COMPENSATION
      PRINCIPAL POSITION        YEAR       SALARY($)(1)      BONUS ($)              ($)(2)
      ------------------        ----       ------------      ------------    ----------------------
<S>                             <C>        <C>               <C>                <C>
Samson Bitensky                 2001       320,832           --                 6,145
Chairman of the Board of        2000       350,000           --                 6,425
Directors and Chief Executive   1999       350,000           --                 4,483
Officer

Stanley August                  2001       152,000           --                 2,412
Retired Co-President and        2000       230,000           --                 7,049
Chief Operating Officer         1999       230,000           --                 4,483

Steven Myers                    2001       222,500           --                 7,435
President and Chief Operating   2000       230,000           --                 6,919
Officer                         1999       227,500           --                 4,483

Sam Hiatt                       2001       204,167           --                 7,409
Vice President-Sales            2000       210,000           --                 6,841
                                1999       206,667           --                 4,483

Jerry Deese                     2001       134,167           20,000             5,714
Vice President,                 2000       124,500           25,000             5,063
Controller of Plant Operations  1999       118,250           20,000             3,259
</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 Mr. Deese and the amount
     contributed by the Company to its Employee Stock Ownership Plan for shares
     allocated during each year to the account of the applicable officer.

         OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The Company did not make any individual grants of stock options or
stock appreciation rights during fiscal 2001 to the named executive officers.

<PAGE>

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

         The table below sets forth certain information at December 1, 2001 with
respect to unexercised options to purchase shares of Common Stock held by the
named executive officers of the Company.

<TABLE>
<CAPTION>
                        SHARES                             NUMBER OF SECURITIES        VALUE OF UNEXERCISED IN THE
                     ACQUIRED ON     VALUE REALIZED   UNDERLYING UNEXERCISED OPTIONS     MONEY OPTIONS AT FISCAL
       NAME          EXERCISE (#)         ($)             AT FISCAL YEAR-END (#)             YEAR-END ($) (1)
       ----          ------------    --------------   ------------------------------   ---------------------------
                                                       Exercisable    Unexercisable    Exercisable   Unexercisable
<S>                       <C>              <C>            <C>             <C>             <C>            <C>
Stanley August            --               --              --               --              --             --
Steven Myers              --               --             4,000           16,000          7,350          29,400
Sam Hiatt                 --               --             1,600            2,400             --              --
Jerry Deese               --               --             4,400            7,600            735           2,940
</TABLE>
------------------------
(1)  Based on the closing sale price on the AMEX of the Company's Common Stock
     on November 29, 2001 of $12.90 per share.

         COMPENSATION OF DIRECTORS

         During fiscal 2001, the Company paid fees to the following directors
who were not employees of the Company: $15,000 to Mr. Bober; and $10,000 each to
Messrs. Bernstein, Greenberg and Marlin. No additional fee was paid for service
on committees of the Board of Directors. Additionally, during fiscal 2001,
non-employee directors were granted options to purchase Common Stock under the
Company's 1997 Stock Incentive Plan. These options will expire ten years after
the date of grant. The table below summarizes the options granted to
non-employee directors to date.

<TABLE>
<CAPTION>
         DIRECTOR           DATE OF GRANT       NUMBER OF SHARES      EXERCISE PRICE
         --------           -------------       ----------------      --------------
<S>                           <C>                     <C>                  <C>
Martin B. Bernstein           10/27/99                2,000                $ 13.00
                              05/03/01                2,000                $ 12.75

Lawrence H. Bober             10/27/99                2,000                $ 13.00
                              05/03/01                2,000                $ 12.75

Frank S. Greenberg            10/27/99                2,000                $ 13.00
                              05/03/01                2,000                $ 12.75

Richard Marlin                10/27/99                2,000                $ 13.00
                              05/03/01                2,000                $ 12.75
</TABLE>

         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 2003. 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.

<PAGE>

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 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.

         In the event of Mr. Bitensky's death while employed or within two years
after termination of employment, the agreement provides an option to Mr.
Bitensky's estate, exercisable during the period of six months after the
appointment of Mr. Bitensky's personal representative, to sell to the Company
such number of shares of Common Stock as may be purchased with an amount equal
to (i) the lesser of (A) $7,000,000 or (B) 10% of the Company's net worth at the
end of the fiscal year immediately prior to Mr. Bitensky's death, plus (ii) such
amount as may be purchased with the proceeds of life insurance which the Company
may purchase from time to time on Mr. Bitensky's life. Currently, the Company
maintains several life insurance policies on Mr. Bitensky's life providing for
the payment of an aggregate of $3,000,000 for such purpose. The purchase price
of shares purchased pursuant to the option is the market price per share
increased by an amount, if any, equal to one-half of the difference between the
average market price per share and the book value per share.

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 20, 2002
(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.

<TABLE>
<CAPTION>
         NAME AND ADDRESS               NUMBER OF SHARES BENEFICIALLY
        OF BENEFICIAL OWNER                       OWNED(1)                  PERCENT OF CLASS
        -------------------                       --------                  ----------------
<S>                                              <C>                            <C>
Samson Bitensky(2)                               1,488,242(3)                   28.58%
c/o Fab Industries, Inc.
200 Madison Avenue
New York, New York  10016

Private Capital Management, L.P.,                1,011,004(4)                   19.42%
Bruce S. Sherman and
Gregg J. Powers(4)
8889 Pelican Bay Blvd.
Naples, Florida  34108

Royce & Associates, Inc.,                          525,032(5)                   10.08%
Royce Management Company and
Charles M. Royce(5)
1414 Avenue of the Americas
New York, New York  10019
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
         NAME AND ADDRESS               NUMBER OF SHARES BENEFICIALLY
        OF BENEFICIAL OWNER                       OWNED(1)                  PERCENT OF CLASS
        -------------------                       --------                  ----------------
<S>                                              <C>                            <C>
Dimensional Fund Advisors Inc.(6)                  349,081(6)                   6.70%
1299 Ocean Avenue, 11th Floor
Santa Monica, California  90401

Grace & White, Inc.(7)                             284,300(7)                   5.46%
515 Madison Ave
New York, New York  10016
</TABLE>
------------------------
(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., 89,996 shares of Common Stock owned by Mr.
     Bitensky's spouse and 921 shares allocated to Mr. Bitensky pursuant to the
     Fab Industries, Inc. Employee Stock Ownership Plan (the "ESOP"). Mr.
     Bitensky disclaims beneficial ownership of the shares owned by his spouse
     and by the Halina and Samson Bitensky Foundation, Inc. and does not have
     dispositive power with respect to the ESOP shares.

(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 1,011,004 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 1,013,004
     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 from PCM's Schedule 13G, as amended, filed with the Commission on
     February 15, 2002.

(5)  Royce & Associates, Inc., a New York corporation ("Royce"), beneficially
     owns and has sole voting power and sole dispositive power with respect to
     525,032 shares of Common Stock. This information is derived from Royce's
     Schedule 13G, as amended, filed with the Commission on February 8, 2002.

(6)  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 from
     Dimensional's Schedule 13G, as amended, filed with the Commission on
     January 30, 2002.

(7)  Grace & White, Inc., a New York corporation ("Grace") and an investment
     advisor registered under Section 203 of the Investment Advisers Act of
     1940, beneficially owns and has sole dispositive power with respect to
     284,300 shares of Common Stock shown in the table above. Grace has sole
     voting power with respect to 62,000 shares of Common Stock shown in the
     table above. This information is derived from Grace's Schedule 13G, as
     amended, filed with the Commission on January 21, 2002.

         SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

         The following table sets forth certain information as of March 20, 2002
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                                     1,488,242(2)                           28.58%
Martin B. Bernstein                                     3,000(3)                             *
Lawrence H. Bober                                       2,332(3)                             *
Frank S. Greenberg                                      2,500(3)                             *
Susan B. Lerner                                        64,514(3)                           1.24%
</TABLE>

<PAGE>

<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>
Richard Marlin                                          2,500(3)                             *
Steven Myers                                           80,888(4)                           1.55%
Stanley August                                           32,620                              *
Sam Hiatt                                               3,155(5)                             *
Jerry Deese                                             5,488(6)                             *
All directors and executive officers
as a group (13 persons)                             1,696,292(7)                           32.40%
</TABLE>
------------------------
*    Less than 1%

(1)  Except as otherwise indicated below, and except for 921 shares allocated to
     Mr. Bitensky, 1,555 shares allocated to Mr. Hiatt, 888 shares allocated to
     Mr. Deese, 1,654 shares allocated to Mr. Myers and 810 shares allocated to
     Ms. Lerner pursuant to the Company's Employee Stock Ownership Plan, 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 2,000 shares of Common Stock deemed to be beneficially owned by
     reason of the right to acquire such shares within 60 days of March 20,
     2002.

(4)  Includes (a) 4,000 shares of Common Stock deemed to be beneficially owned
     by reason of the right to acquire such shares within 60 days of March 20,
     2002 and (b) 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.

(5)  Includes 1,600 shares of Common Stock deemed to be beneficially owned by
     reason of the right to acquire such shares within 60 days of March 20,
     2002.

(6)  Includes 4,400 shares of Common Stock deemed to be beneficially owned by
     reason of the right to acquire such shares within 60 days of March 20,
     2002.

(7)  Includes 28,800 shares of Common Stock deemed to be beneficially owned by
     directors and executive officers of the Company by reason of their right to
     acquire such shares within 60 days of March 20, 2002. See also notes 1
     through 6 above.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.

<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 27, 2002


         We, the undersigned officers and directors of Fab Industries, Inc.,
hereby severally constitute Samson Bitensky and Steven E. Myers and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, any
and all amendments to this Amendment No. 1 on Form 10-K/A to the Annual Report
on Form 10-K, and generally do all such things in our name and behalf in such
capacities to enable Fab Industries, Inc. to comply with the applicable
provisions of the Securities Exchange Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or either of
them, to any and all such amendments.

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         SIGNATURE                      DATE                      CAPACITY IN WHICH SIGNED
         ---------                      ----                      ------------------------
<S>                                  <C>                     <C>
/s/ Samson Bitensky                  March 27, 2002          Chairman of the Board, Chief Executive Officer, and
-----------------------------
Samson Bitensky                                              Director (Principal Executive Officer)


/s/ David A. Miller                  March 27, 2002          Vice President - Finance, Treasurer and Chief Financial
-----------------------------
David A. Miller                                              Officer (Principal Financial and Accounting Officer)


/s/ Martin B. Bernstein              March 27, 2002          Director
-----------------------------
Martin B. Bernstein
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
         SIGNATURE                      DATE                      CAPACITY IN WHICH SIGNED
         ---------                      ----                      ------------------------
<S>                                  <C>                     <C>
/s/ Lawrence H. Bober                March 27, 2002          Director
-----------------------------
Lawrence H. Bober


/s/ Frank S. Greenberg               March 27, 2002          Director
-----------------------------
Frank S. Greenberg


/s/ Susan B. Lerner                  March 27, 2002          Director
-----------------------------
Susan B. Lerner


/s/ Richard Marlin                   March 27, 2002          Director
-----------------------------
Richard Marlin

/s/ Steven E. Myers                  March 27, 2002          Director, President and Chief Operating
-----------------------------                                Officer
Steven E. Myers
</TABLE>