SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                                (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 November 27, 1999        Commission file number 1-5901

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                              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
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(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 February 16, 2000 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
$43,000,000. 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 February 16,
2000, there were outstanding 5,353,516 shares of Common Stock, $.20 par value.

Documents Incorporated by Reference: Certain portions of the Registrant's
definitive proxy statement to be filed not later than March 27, 2000 pursuant to
Regulation 14A are incorporated by reference in Items 10 through 13 of Part III
of this Annual Report on Form 10-K.

<PAGE>


Explanatory Note:

         The purpose of this Amendment is to file corrected disclosure in Item
14, which is restated in its entirety as follows:

Item 14.          Exhibits, Financial Statement Schedules, and Reports on Form
                  8-K.

         (a)(1)   Financial Statements: See the Index to Consolidated Financial
                  Statements at page F-2.

         (2)      Financial Statement Schedules: See the Index to Financial
                  Statements Schedules at page S-2.

         (3)      Exhibits.

         Exhibit        Description of Exhibit
         -------        ----------------------

         3.1             -  Restated Certificate of Incorporation, incorporated
                            by reference to Exhibit 3.1 to the Company's Annual
                            Report on Form 10-K for the fiscal year ended
                            November 27, 1993 (the "1993 10-K").

         3.2             -  Amended and Restated By-laws, incorporated by
                            reference to Exhibit 3.2 to the 1993 10-K.

         3.3             -  Certificate of Amendment of Restated Certificate of
                            Incorporation, incorporated by reference to Exhibit
                            3.3 to the Company's Annual Report on Form 10-K for
                            the fiscal year ended December 3, 1994 (the "1994
                            10-K").

         3.4             -  Amendments to the Amended and Restated By-laws,
                            incorporated by reference to Exhibit 3.4 of the
                            Company's Annual Report on Form 10-K for the fiscal
                            year ended November 29, 1997.

         *3.5            -  Amendment to the Amended and Restated By-laws.

         4.1             -  Specimen of Common Stock Certificate, incorporated
                            by reference to Exhibit 4-A to Registration
                            Statement No. 2-30163, filed on November 4, 1968.

         4.2             -  Rights Agreement dated as of June 6, 1990 between
                            the Company and Manufacturers Hanover Trust Company,
                            as Rights Agent, which includes as Exhibit A the
                            form of Rights Certificate and as Exhibit B the
                            Summary of Rights to purchase Common Stock,
                            incorporated by reference to Exhibit 4.2 to the 1993
                            10-K.

         4.3             -  Amendment to the Rights Agreement between the
                            Company and Manufacturers Hanover Trust Company
                            dated as of May 24, 1991, incorporated by reference
                            to Exhibit 4.3 to the 1993 10-K.

                                       2

<PAGE>

         10.1            -  1987 Stock Option Plan of the Company, incorporated
                            by reference to Exhibit 10.1 to the 1993 10-K.

         10.2            -  Employment Agreement dated as of March 1, 1993,
                            between the Company and Samson Bitensky,
                            incorporated by reference to Exhibit 10.2 to the
                            1993 10 -K.

         10.3            -  Fab Industries, Inc. Hourly Employees Retirement
                            Plan (the "Retirement Plan"), incorporated by
                            reference to Exhibit 10.3 to the 1993 10-K.

         10.4            -  Amendment to the Retirement Plan effective December
                            11, 1978, incorporated by reference to Exhibit 10.4
                            to the 1993 10-K.

         10.5            -  Amendment to the Retirement Plan effective December
                            1, 1981, incorporated by reference to Exhibit 10.5
                            to the 1993 10-K.

         10.6            -  Amendment to the Retirement Plan dated November 21,
                            1983, incorporated by reference to Exhibit 10.6 to
                            the 1993 10-K.

         10.7            -  Amendment to the Retirement Plan dated August 29,
                            1986, incorporated by reference to Exhibit 10.7 to
                            the 1993 10-K.

         10.8            -  Amendment to the Retirement Plan effective as of
                            December 1, 1989, incorporated by reference to
                            Exhibit 10.8 to the 1993 10-K.

         10.9            -  Amendment to the Retirement Plan dated September 21,
                            1995, incorporated by reference to Exhibit 10.9 to
                            the Company's Annual Report on Form 10-K for the
                            fiscal year ended December 2, 1995 (the "1995
                            10-K").

         10.10           -  Fab Lace, Inc. Employees Profit Sharing Plan (the
                            "Profit Sharing Plan"), incorporated by reference to
                            Exhibit 10.9 to the 1993 10-K.

         10.11           -  Amendment to the Profit Sharing Plan effective
                            December 1, 1978, incorporated by reference to
                            Exhibit 10.10 to the 1993 10-K.

         10.12           -  Amendment dated December 1, 1985 to the Profit
                            Sharing Plan, incorporated by reference to Exhibit
                            10.11 to the 1993 10-K.

         10.13           -  Amendment dated February 5, 1987 to the Profit
                            Sharing Plan, incorporated by reference to Exhibit
                            10.12 to the 1993 10-K.

                                       3

<PAGE>

         10.14           -  Amendment dated December 24, 1987 to the Profit
                            Sharing Plan, incorporated by reference to Exhibit
                            10.13 to the 1993 10-K.

         10.15           -  Amendment dated June 30, 1989 to the Profit Sharing
                            Plan, incorporated by reference to Exhibit 10.14 to
                            the 1993 10-K.

         10.16           -  Amendment dated February 1, 1991 to the Profit
                            Sharing Plan, incorporated by reference to Exhibit
                            10.15 to the 1993 10-K.

         10.17           -  Amendment dated September 1, 1995 to the Profit
                            Sharing Plan, incorporated by reference to Exhibit
                            10.17 to the 1995 10-K.

         10.18           -  Lease dated as of December 8, 1988 between
                            Glockhurst Corporation, N.V. and the Company,
                            incorporated by reference to Exhibit 10.16 to the
                            1993 10-K.

         10.19           -  Lease Modification Agreement dated April 2, 1991
                            between Glockhurst Corporation, N.V. and the
                            Company, incorporated by reference to Exhibit 10.17
                            to the 1993 10-K.

         10.20           -  Second Lease Modification Agreement dated May 23,
                            1996 between 200 Madison Associates, L.P., and the
                            Company, incorporated by reference to Exhibit 10.20
                            to the Company's Annual Report on Form 10-K for the
                            fiscal year ended November 30, 1996.

         10.21           -  Lease dated as of March 1, 1979 between City of
                            Amsterdam Industrial Development Agency and Gem
                            Urethane Corp., incorporated by reference to Exhibit
                            10.18 to the 1993 10-K.

         10.22           -  Lease dated as of January 1, 1977 between City of
                            Amsterdam Industrial Development Agency and
                            Lamatronics Industries, Inc., incorporated by
                            reference to Exhibit 10.19 to the 1993 10-K.

         10.23           -  Form of indemnification agreement between the
                            Company and its officers and directors, incorporated
                            by reference to Exhibit 10.20 to the 1993 10-K.

         10.24           -  Fab Industries, Inc. Employee Stock Ownership Plan
                            effective as of Nov. 25, 1991, incorporated by
                            reference to Exhibit 10.24 to the 1993 10-K.

         10.25           -  Amendment dated September 21, 1995 to the Employee
                            Stock Ownership Plan, incorporated by reference to
                            Exhibit 10.27 to the 1995 10-K.

         10.26           -  Fab Industries, Inc. Non-Qualified Executive
                            Retirement Plan dated as of November 30, 1990,
                            incorporated by reference to Exhibit 10.25 to the
                            1993 10-K.

                                       4

<PAGE>

         10.27           -  Fab Industries, Inc. 1997 Stock Incentive Plan,
                            incorporated by reference to Exhibit A to the Proxy
                            Statement dated May 6, 1999, File No. 1-5901.

         21              -  Subsidiaries of the Company incorporated by
                            reference to Exhibit 21 to the 1994 10-K.

         *23.1           -  Consent of Ernst & Young, LLP.

         *23.2           -  Consent of BDO Seidman, LLP.

         **27            -  Financial Data Schedule pursuant to Article 5 of
                            Regulation S-X.

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

*    Filed herewith.
**   Filed with EDGAR version only.

     (b)  Reports on Form 8-K

      During the quarter ended November 27, 1999, the Company filed a Current
      Report on Form 8-K on November 23, 1999, announcing the dismissal of BDO
      Seidman, LLP and the appointment of Ernst & Young LLP as the Company's
      independent auditors.


                                       5

<PAGE>

                                    SIGNATURE

         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 Amendment No.
1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                FAB INDUSTRIES, INC.
                                                (Company)

                                                By: /s/ David A. Miller
                                                -----------------------
                                                David A. Miller
                                                Vice President - Finance,
                                                Treasurer and Chief
                                                Financial Officer


                                                Date:    March 2, 2000