SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 2)

[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 November 29, 2003        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 June 7, 2004,
there were outstanding 5,215,031 shares of common stock, $.20 par value.

         Documents Incorporated by Reference:  None.


<PAGE>


                                EXPLANATORY NOTE

          The Registrant is filing this Amendment No. 2 on Form 10-K/A to its
Annual Report on Form 10-K solely to file the chief executive officer and chief
financial officer certifications pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002. The certifications were executed by the Registrant's
chief executive officer and chief financial officer on February 27, 2004, the
date on which the Registrant filed its Form 10-K, however, due to an
administrative error during the final preparation for filing the Form 10-K, the
dates were mistakenly omitted from the Form 10-K filing.

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: June 8, 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.