SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended January 30, 1999      Commission file number 0-15934


                                JAY JACOBS, INC.
             (Exact name of registrant as specified in its charter)

              Washington                                 91-0698077
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation of organization)

    1530 Fifth Ave., Seattle, WA                          98101
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code     (206) 622-5400

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

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

Common  stock - par value  $0.01 per share  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.     []

Applicable  only to Registrants  involved in bankruptcy  proceedings  during the
preceding  five years:  Indicate by check mark whether the  Registrant has filed
all  documents  and reports  required to be filed by Section 12, 13, or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.                                YES  X  NO    
                                                                      ---    ---

As of April 26,  1999,  549,220  shares of Common Stock of the  Registrant  were
outstanding, and the aggregate market value of the share (based upon the closing
price of the  shares  traded on April 26,  1999) of Jay  Jacobs,  Inc.,  held by
non-affiliates  was  $1,455,433.  For  the  purposes  of such  calculation,  all
outstanding  shares of Common Stock have been considered held by non-affiliates,
other than the zero (0) shares  beneficially  owned by directors  and  executive
officers of the Registrant.

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.                                                        YES     NO    
                                                                      ---    ---

                                     Page 1
<PAGE>
                                     PART 1

                                ITEM 1. BUSINESS

General

Jay Jacobs,  Inc. ("Jay Jacobs" or the "Company")  operates a chain of specialty
apparel  stores  offering  fashion  conscious  young women and men  contemporary
clothing at reasonable  prices.  The Company  targets the 18 to 34 age group and
features  fashionable  merchandise  for all lifestyles of its target customer at
competitive  prices. The majority of the product offered to women and men in Jay
Jacobs  stores is  merchandise  developed  by the Company and sold under its own
label. At January 30, 1999 the Company operated a chain of 120 Jay Jacobs stores
in 22 states.  These  stores are  concentrated  in the  Northwest,  Midwest  and
Southwest and are located in regional enclosed shopping malls.

The Company was founded in 1941 in Seattle,  Washington  and grew to a 288-store
operation by 1992. By early 1994,  the Company had become  overextended  and, in
May 1994, it filed a voluntary petition under Chapter 11 of the Bankruptcy code.
New management was brought in and commenced a  restructuring  of operations that
involved  the  closing  of over 100 stores by January  1997.  In June 1997,  the
Bankruptcy  Court  approved a final decree and the case was closed.  The Company
then focused its efforts on raising operating capital and paying its debt to its
unsecured creditors.  In December 1997, the company raised a total of $7,100,000
through the sale of two series of  preferred  stock to  institutional  investors
permitting  the  payment  in  full  of  the  unsecured  creditors  (following  a
modification  of the  original  decree to permit  partial  payment in stock) and
providing additional operating capital. Since December 1997, the investor group,
which  includes  affiliates of Cahill,  Warnock & Company,  L.L.C.,  and T. Rowe
Price  Recovery  Fund  II,  L.P.,  has  provided  approximately   $6,000,000  of
additional  financing.  The  equity  securities  owned  by  the  investor  group
represent a controlling interest in the Company.

DESCRIPTION OF BUSINESS

The principal aspects of the Company's business are summarized below.

Retail Merchandising

Jay Jacobs'  merchandising  strategy is targeted at the 18 to 34 age group.  The
Company  offers  both  women's  and men's  clothing,  and  features  fashionable
merchandise  for all  lifestyles  of its target  customer.  The  majority of the
product offered to women and men in Jay Jacobs stores is merchandise  sold under
the private labels of Jay Jacobs, Private Edition,  Bainbridge,  Bahia and Tank.
Management  believes  that focusing on private  label  designs  provides  unique
positioning for the Company's merchandise. The Company also understands that its
customer  wants quality as well as value.  Through the use of in-store  displays
and  promotional  signage,  the  Company and its trained  store  personnel  show
customers how the merchandise  works together to create a variety of outfits and
looks.  Value  is  demonstrated  in  regular  promotions   emphasizing  multiple
purchases. The target age group has a built-in need for apparel as they make the
transition from school to career.  Management  believes that the Company is well
positioned  to meet these needs.  Finally,  this market  segment will be growing
over the next ten years.  This growth will be primarily in the 18 to 25 year age
group,  which  represents  the "Baby Echo Boom"  generation  coming of age (i.e.
children of the Baby Boom Generation).

                                     Page 2
<PAGE>
Retail Store Locations

The  Company's  stores are  located,  principally,  in major  enclosed  regional
shopping malls. In addition to lease terms, site selection is influenced by mall
location,  store  location  within  the  mall,  the  demographics  of  the  area
surrounding the mall, and expected mall traffic.

The following  table shows the number of stores by type and by state operated by
the Company as of January 30, 1999:

<TABLE>
<CAPTION>
                                   STORE TYPE

                      Women's &      Women's        Men's
          State        Men's          Only           Only      Total

          <S>          <C>            <C>            <C>        <C> 
          Alaska         8              2             1         11
          California     6              6             1         13
          Colorado       6              1             0          7
          Florida        0              1             0          1
          Georgia        2              1             0          3
          Idaho          4              1             0          5
          Illinois       5              3             1          9
          Indiana        3              2             1          6
          Kentucky       1              0             0          1
          Louisiana      3              1             0          4
          Montana        2              3             0          5
          Nevada         2              0             0          2
          New Mexico     1              0             0          1
          No. Carolina   1              4             0          5
          Oklahoma       1              1             0          2
          Oregon         6              2             0          8
          Tennessee      2              2             0          4
          Texas          3              1             0          4
          Utah           2              0             0          2
          Washington     16             4             0         20
          Wisconsin      4              2             0          6
          Wyoming        1              0             0          1
                       ----------------------------------------------
          Total          79             37            4        120

</TABLE>


Store Expansion and Relocation

The Company's  strategy is to capitalize on the  combination  store format where
both  women's and men's  merchandise  is  displayed  within the same store.  The
combination  store  format,  which ranges in size between 4,000 and 6,000 square
feet,  achieves  greater  productivity  than either  women's  only or men's only
stores.

The  Company  plans to  reformat  a portion of its  women's  only and men's only
stores into the  combination  store formats by  relocating  those stores to more
productive  locations  within the mall in which the store is currently  located.
This process will be completed  over the next five years as store leases expire.
During the fiscal  year ended  January  30,  1999,  the  Company  relocated  and
reformatted 8 stores in existing malls into the combination store formats.

During the fiscal year ended January 30, 1999,  the Company  opened 28 stores in
the combination format and closed 16 stores, each of which was at the end of its
lease term.  The Company did not incur any  material  expense as a result of the
store closings. As of January 30, 1999, the Company operated 120 stores.

                                     Page 3
<PAGE>

The Company new-store  opening strategy is to open combination  format stores in
regional  enclosed  malls.  During the fiscal year ending  January 29, 2000, the
Company plans to focus on its store  relocation  strategy,  with fewer new store
openings than during the preceding year.

Merchandise Inventory, Replenishment and Distribution

Merchandise  planning,  purchasing and marketing are directed from the Company's
headquarters  in Seattle,  Washington and are overseen by the Company's  General
Merchandise Managers and their team of 24 associates.

The  Company  utilizes a  computerized  point-of-sale  merchandise  system  that
provides  detailed  information on sales and inventory levels, on a daily basis,
to the merchandise staff. The system provides detailed  information on inventory
by department,  merchandise  classification,  style, color and size to the staff
via computer terminal or printed reports. Information regarding fast selling and
slow-moving  merchandise  is  monitored  closely in order to  identify  consumer
buying trends,  allowing the Company to quickly and  appropriately  respond when
making  purchasing  and pricing  decisions.  Emphasis is placed on ensuring that
each  merchandise  category  achieves the planned  turnover  level.  The Company
generally uses price changes to clear this merchandise.  Price changes may occur
when  inventory   exceeds  customer  demand  for  reasons  of  style,   seasonal
adaptation,  changes in  customer  preference,  lack of consumer  acceptance  of
fashion items,  competition,  or if it is determined that the inventory in stock
will not sell at its currently ticketed price.

The specialty retail business fluctuates according to changes in the economy and
customer  preferences,  dictated  by  fashion  and  season.  These  fluctuations
especially  affect the inventory owned by apparel  retailers,  since merchandise
usually must be ordered well in advance of its selling season. While the Company
endeavors to test many merchandise items before ordering large quantities, it is
still  vulnerable  to  changing  fashion  trends and  fluctuations  in  customer
demands.

The  Company is in the  process of  implementing  a new  management  information
system that will  improve the ability to track  merchandise  selling  trends and
improve  control over  merchandise  flow.  The new system should be  operational
during the summer of fiscal 2000.

Purchasing

The  Company  works  with  established  sources  of  fashion  apparel  and seeks
suppliers  and  manufacturers  that will assist the  Company in its  merchandise
strategy.  The Company works  closely with its  suppliers to design  merchandise
that meets the needs of its target customers. Substantially all of the Company's
merchandise is sold under its own label.

The  Company  believes  that it has good  relationships  with its  vendors.  The
Company  purchases  merchandise from both domestic and foreign  suppliers either
directly  from a factory or through a domestic  agent.  The  Company's  domestic
vendors  include  suppliers  who produce  merchandise  that meets the  Company's
specifications. During the fiscal year ended January 30, 1999, approximately 88%
of the Company's merchandise was acquired from domestic contractors and 12% from
foreign sources, either directly or through domestic agents.

During the fiscal year ended January 30, 1999,  merchandise  was purchased  from
over  180  suppliers.  No  single  vendor  accounted  for  more  than 10% of the
Company's purchases.

Retail Advertising

The Company's advertising  expenditures during the fiscal year ended January 30,
1999 were  approximately 0.2% of net sales. Like many specialty  retailers,  the
Company  relies  heavily on its locations in malls and on in-store  graphics and
displays to attract customers to its stores. In addition,  the Company maintains
a list of preferred  customers and  periodically  advises them of special offers

                                     Page 4
<PAGE>

and advance  notice of sale  events.  The Company also  advertises,  during peak
selling  periods,  in mall tabloids that are  distributed  by mall  landlords to
customers.

Retail Store Operations

The  Company's  focus is on  attentive,  personalized  customer  service.  Sales
associates are selected for their knowledge and interest in fashion,  as well as
for  friendliness  and eagerness to satisfy the customer.  Sales  associates are
compensated  with an hourly wage based on experience  and past  performance  and
with sales contests and performance awards for meeting established goals.

The management of a retail store is overseen by a District  Manager,  a Regional
Manager, and ultimately,  the Vice President of Store Operations.  Each of these
individuals  make regular visits to the stores to ensure  adherence to corporate
policies  and  merchandising  strategies  and to  oversee  store  operations.  A
District  Manager  typically  oversees nine to fifteen stores,  each of which is
staffed by a Store  Manager  and one or more  Assistant  Store  Managers.  These
managers are eligible to receive incentive compensation based on the performance
of the store or stores under their  supervision.  Accounting  functions  for all
stores are centralized at corporate headquarters.

Distribution

The Company  leases a 60,000 square foot facility in a warehousing  complex near
Seattle for use as its  Distribution  Center.  The  facility  is  equipped  with
sophisticated  systems that allow for the  efficient  receipt,  processing,  and
distribution of merchandise.  The Company estimates that the Distribution Center
has the capacity to process merchandise for approximately 300 stores and has the
potential  to  process   approximately  500  stores  with  the  installation  of
additional equipment within the existing space.

All merchandise is shipped directly from the vendors to the Distribution  Center
where it is  received,  inspected,  and priced  before  being  shipped by common
carrier  to  stores.  Emphasis  is  placed  on  having  goods  in and out of the
Distribution  Center  quickly  to ensure  frequent  shipments  to the  Company's
stores.  The Company has  increased,  and intends to continue to  increase,  the
percentage of receipts that are pre-ticketed during the upcoming fiscal year, to
bring about greater efficiency in its Distribution Center.

The  Company is in the  process of  implementing  a new  management  information
system that will improve the ability to track  merchandise  and improve  control
within the Distribution  Center. The new system should be operational during the
summer of fiscal 2000.

Competition

The retail sale of women's and men's apparel is a highly  competitive  business.
The Company's  competition  strategy is to focus on key  competitive  factors of
price, quality, fashion and merchandise selection. The Company also concentrates
on other competitive  factors  including brand name recognition,  store location
and layout,  and customer  service.  In the broadest sense, the Company competes
with all retailers  that sell  fashionable  apparel to young women and men. More
specifically,  the Company competes with a wide variety of national and regional
women's and men's apparel retailers such as the Limited Express,  Structure,  J.
Riggins,  The Gap,  Banana  Republic,  The Buckle and others.  The Company  also
competes with chain stores such as Nordstrom, The Bon Marche, Lamonts, Mervyn's,
Federated and Dayton Hudson. Many of the Company's  competitors are considerably
larger with greater financial and other resources.

Trademarks

The Company has registered "Jay Jacobs",  "American Sportswear Exchange",  "D.D.
Sloane",  "Private  Edition" and several other  trademarks of lesser  importance
with the U.S. Patent and Trademark Office.

                                     Page 5
<PAGE>
Seasonality

Historically,  the Company's  operations have been seasonal,  with highest sales
and net income  occurring in the fourth  fiscal  quarter,  reflecting  increased
demand during the year-end  holiday selling season and, to a lesser extent,  the
third quarter,  reflecting  increased demand during the Fall selling season. The
Company has generally  recognized  net losses during its first and second fiscal
quarters.

Employees

As of January  30,  1999 the Company had  approximately  347  full-time  and 535
part-time  store  employees.   Additionally,  the  Company  had  97  management,
distribution  and  clerical   associates  at  its  corporate   headquarters  and
Distribution  Center.   During  peak  seasons,  the  Company  typically  employs
additional store and distribution personnel.  Each store employs approximately 3
to 24  sales  associates,  including  store  management.  None of the  Company's
employees  are  covered  by  a  collective  bargaining  agreement.  The  Company
considers its relations with its employees to be satisfactory.


                               ITEM 2. PROPERTIES

Leases

Jay Jacobs  leases all of its stores.  In general,  store leases have an initial
term of two to  fifteen  years,  and  some  have  one or more  renewal  options.
Additionally,   the  Company  has  11  month-to-month   leases  with  no  stated
expiration.  The  following  table shows the years in which store leases  expire
that were effective at January 30, 1999:

<TABLE>
<CAPTION>
                                  Number of           Number of Leases
                                   Leases           Expiring with Renewal
       Year Ending                Expiring               Options

       <S>                          <C>                    <C> 
       January 2000                  30                     5
       January 2001                  19                     6
       January 2002                  17                     4
       January 2003                  10                     1
       January 2004                  13                     1
       January 2005                   1                     0
       January 2006                   7                     0
       January 2007                   5                     1
       January 2008                   2                     0
       January 2009                   4                     2
       January 2010                   1                     1

</TABLE>

The  Company's  leases  generally  provide for a base rental rate and  typically
require the payment of a percentage of sales as additional rent when sales reach
specified  levels.  Aggregate  rental expenses for the fiscal year ended January
30, 1999,  were  $5,783,648  and aggregate  minimum  rentals for the year ending
January 29, 2000 are  projected to be  $5,760,575.  In addition,  the Company is
generally  responsible  for all mall  merchant  dues and common area  charges in
shopping center locations and, in certain  instances,  for real estate taxes and
other expenses.

The Company currently leases 60,000 square feet for its Distribution Center in a
warehousing  complex near  Seattle.  The  Company's  lease for the  Distribution
Center extends  through January 2000. The Company expects to renew the lease for
the existing Distribution Center on a long-term basis during fiscal 2000.

The Company leases 36,000 square feet for its corporate headquarters in downtown
Seattle. The lease extends through January 2000. The company expects to relocate
its  Corporate  Headquarters  and is  

                                     Page 6
<PAGE>

exploring alternatives to its existing location. The final decision with regards
to the relocation will be made during the summer of fiscal 2000.

The lease on the Company's downtown Seattle, Washington store expires on January
29, 2000. The Company is currently looking for alternatives in the downtown
Seattle area for a replacement store to its existing location and expects to
make this decision during the summer of 1999.


                            ITEM 3. LEGAL PROCEEDINGS

The Company is not involved in any material legal proceedings.


           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

In a unanimous  consent dated January 29, 1999, the holders of all of the shares
of the Company's Series A and Series B Preferred Stock approved the creation and
issuance of the Company's Series D Preferred Stock.


                                     PART II

  ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

Market Prices of Common Stock

The common  stock of Jay Jacobs,  Inc.  is  currently  listed on the  Electronic
Bulletin Board under the symbol "JAYJ". Prior to April 6, 1998 the company stock
symbol was "JAYJ". The symbol was changed on April 6 to "JAYJD" to reflect trade
after the reverse split.  The Company's  stock symbol reverted back to "JAYJ" on
May 11, 1998 and continues to be traded under that symbol.  The common stock was
previously  listed for trading on the NASDAQ  National  Market  under the symbol
"JAYJ".  On June 28,  1996 the  Company was  delisted  from the NASDAQ  National
Market due to not meeting their Net Tangible Asset Requirement.

The table below sets forth the high and low closing prices as reported by NASDAQ
and the OTC Bulletin Board for the last eight fiscal quarters.

<TABLE>
<CAPTION>

                                                 Closing Prices
               Quarter Ended                   High          Low 
              ---------------------------------------------------
             <S>                              <C>           <C>
              January 30, 1999                $1.50         $0.75
              October 31, 1998                 2.99          0.75
              August 1, 1998                   3.75          2.25
              May 2, 1998                      8.10          4.50

              January 31, 1998               $14.06         $5.63
              November 1, 1997                24.38          1.95
              August 2, 1997                   4.50          1.65
              May 3, 1997                      6.56          3.15

</TABLE>

On April 26, 1999 the closing price for the Company's stock was $2.65. All stock
prices have been adjusted to reflect the 1-for-15  reverse split effective April
3, 1998.

Number of Record Holders

The number of record holders of the Company's common stock as of April 26, 1999
was 777.

                                     Page 7
<PAGE>

Dividend Policy

The Company has never paid cash dividends on its common stock.


                         ITEM 6. SELECTED FINANCIAL DATA

Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K and will
be filed by subsequent  amendment.  In preparing its  financial  statements  for
fiscal 1999,  management  discovered  certain errors in its accounts payable and
cost of goods sold for fiscal 1998. The Company is in the process of determining
which elements of accounts payable and purchases had not been properly  recorded
in fiscal 1998,  resulting,  among other things, in an understatement of the net
loss for fiscal 1998 of approximately $3,500,000. The Company expects to restate
its financial statements for fiscal 1998 to reflect the appropriate adjustments.
Because of the  substantial  resources that the Company's  accounting  staff has
devoted to the  identification  and resolution of this matter,  it was unable to
present finalized  financial  statements for fiscal 1999 to its auditors in time
to permit the audit to be conducted as scheduled. The Company expects to file an
amendment on Form 10-KA containing audited financial statements and Management's
Discussion with respect thereto on or before May 17, 1999.


       ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K and will
be filed by subsequent amendment.


               ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K and will
be filed by subsequent amendment.


               ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                                    PART III

          ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS

The current executive officers of the company are as follows:

            Name                    Age                     Position

     Rex Loren Steffey              49     President and Chief Executive Officer

     William L. Lawrence, Jr.       48     Exectuive Vice President and Chief 
                                           Financial Officer

Rex Loren Steffey came to Jay Jacobs in September  1994 from Paul Harris Stores,
Inc., an Indiana-based  fashion retail enterprise similar to that of Jay Jacobs.
He has 20 years of experience in the retail

                                     Page 8
<PAGE>

industry.  Mr. Steffey served in various  executive  merchandising  positions at
Paul  Harris  from  1975 to 1986.  From  1987 to 1991 Mr.  Steffey  held  senior
positions with the Cato  Corporation and Montgomery  Ward. Mr. Steffey  rejoined
Paul Harris as Vice President of  Merchandising  in June 1991,  shortly after it
filed for  Chapter 11  protection,  to revamp  its  merchandising  strategy  and
control. He directed Paul Harris' merchandise planning, distribution, marketing,
and management information services during and through its successful Chapter 11
reorganization that was concluded in September 1992.

Mr.  Steffey was the Senior Vice  President  of  Operations  at Paul Harris from
March 1993 until August 1993.  Thereafter,  he served as its President and Chief
Operating Officer until he was hired by Jay Jacobs.

William L.  Lawrence,  Jr.  came to Jay Jacobs in January  1995.  He has over 20
years of retail  experience.  Prior to joining the  Company,  Mr.  Lawrence  was
Senior Vice President and Chief Financial  Officer for Paul Harris Stores,  Inc.
from March 1994 until January 1995. From March 1993 to March 1994, he was Senior
Vice  President  - Finance of Paul  Harris.  From 1990  until  March  1993,  Mr.
Lawrence  also served as Paul Harris'  Vice  President -  Controller,  Corporate
Secretary, and Assistant Treasurer.

CURRENT DIRECTORS

                                                             Director
              Name                       Age                  Since

      William L. Lawrence, Jr.           48                   1997

      Rex Loren Steffey                  49                   1994

      Michael D. Sullivan                58                   1997

      Edward L. Cahill                   45                   1997

      Kim Z. Golden                      43                   1997

Set forth below is certain  information  concerning those persons serving on the
Board of Directors that are not otherwise  serving as executive  officers of the
Company.

Michael D. Sullivan has been Chairman of the Board of Golf America Stores, Inc.,
a golf apparel retailing company, from October 1996 to the present. Mr. Sullivan
has also been Chairman of the Board of Pro Axon International,  LLC, a hair care
products  company since  December  1994.  From August 1974 to November 1994, Mr.
Sullivan  was  President   and  Chief   Executive   Officer  of   Merry-Go-Round
Enterprises,  Inc., a fashion  retailer.  Merry-Go-Round  filed a reorganization
petition  under Chapter 11 of the Federal  Bankruptcy  law in January 1994,  and
subsequently announced a bankruptcy liquidation. Mr. Sullivan is also a director
of Baltimore Gas and Electric Company.

Edward L.  Cahill is a founding  partner of Cahill,  Warnock & Company,  LLC, an
asset management firm established to invest in small public companies.  Prior to
founding  Cahill,  Warnock & Company  in July  1995,  Mr.  Cahill was a Managing
Director at BT Alex. Brown Incorporated where, from 1986 through 1995, he headed
the firm's Health Care Investment  Banking Group.  Mr. Cahill is also a director
of  Occupational  Health +  Rehabilitation  Inc,  Prism Health Group,  Inc., The
Maryland Bioprocessing Center, and Centene Corporation.

Kim Z.  Golden is a Managing  Director of T. Rowe Price  Recovery  Fund II, L.P.
From May 1991 to the present,  Mr.  Golden has been a Vice  President of T. Rowe
Price  Associates  ("TRPA"),  a mutual fund  company.  Prior to joining TRPA Mr.
Golden  held  various  positions  at  Chemical  Banking  Corporation  (now Chase
Manhattan)  where he was a Vice  President of Corporate  Finance.  Mr. Golden is
also a Director of Seaman Furniture Company.

                                     Page 9
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
executive  officers,  directors and persons who own more than ten percent of the
Company's  stock to file reports of ownership and changes in ownership  with the
Securities and Exchange  Commission ("SEC").  Executive officers,  directors and
beneficial  owners of more than ten percent of the Company's  stock are required
by SEC  regulation to furnish the Company with copies of all Section 16(a) forms
they file.  Based solely on a review of the copies of such forms received by the
Company and on written  representations from certain reporting persons that they
have complied with the relevant filing requirements,  the Company believes that,
during fiscal 1999, its officers and directors have complied with all applicable
Section 16(a) filing requirements.


                         ITEM 11. EXECUTIVE COMPENSATION

The  information  required  by Part III (Item 11) is set forth in the  Company's
definitive proxy statement which will be filed pursuant to Regulation 14A within
120 days of  January  30,  1999.  Such  information  is  incorporated  herein by
reference and made a part hereof.


                     ITEM 12. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

The  information  required  by Part III (Item 12) is set forth in the  Company's
definitive proxy statement which will be filed pursuant to Regulation 14A within
120 days of  January  30,  1999.  Such  information  is  incorporated  herein by
reference and made a part hereof.


             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required  by Part III (Item 13) is set forth in the  Company's
definitive proxy statement which will be filed pursuant to Regulation 14A within
120 days of  January  30,  1999.  Such  information  is  incorporated  herein by
reference and made a part hereof.


                                     PART IV
                ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                             AND REPORTS ON FORM 8-K

ITEM 14. (a) (1)

Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K and will
be filed by subsequent amendment.

ITEM 14. (a) (2)

Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K and will
be filed by subsequent amendment.

                                    Page 10
<PAGE>

ITEM 14. (a)(3) LIST OF EXHIBITS

   Exhibits
     3.1      Restated Articles of Incorporation (Incorporated by reference
              to Exhibit 3.1 to the Company's Registration Statement on Form
              S-1, Registration No. 33-13112, declared effective May 19,
              1987 (the "Form S-1"))
     3.2      Articles of Amendment to the Registrant's Restated Articles of
              Incorporation (Incorporated by reference to Exhibit 3.2 to the
              Company's Form 10-Q filed June 16, 1998 (the "Form 10-Q"))
     3.3      Articles of Amendment of Articles of Incorporation containing
              the Statement of Rights and Preferences of the Series D
              Preferred Stock (Incorporated by reference to the Company's
              Form 8-K filed February 21, 1999 (the "Form 8-K"))
     3.4      Bylaws (Incorporated by reference to Exhibit 3.3 to the Form S-1)
     4.1      Form of specimen certificate for the Series D Preferred Stock
              (Incorporated by reference to Exhibit 4.1 to the Form 8-K)
     4.2      Form of Warrant (Incorporated by reference to Exhibit 4.2 to the 
              Form 8-K)
     4.3      Form of Debenture (Incorporated by reference to Exhibit 4.2 to the
              Form 10-Q)
     4.4      Amended and Restated Registration Rights Agreement (Incorporated 
              by reference to Exhibit 4.3 to the Form 8-K)
     4.5      Voting Agreement between Investors and Messrs. Steffey and
              Lawrence (Incorporated by reference to Exhibit 4.2 to the
              Company's Form 8-K filed on December 15, 1997 (the "1997 Form
              8-K"))
     4.6      Agreement between T Rowe Price Recovery Fund II, L.P. and
              remaining Investors (Incorporated by reference to Exhibit 4.3
              to the 1997 Form 8-K)
    10.1      Preferred Stock Purchase Agreement (Incorporated by reference to
              Exhibit 2.1 to the 1997 Form 8-K)
    10.2      Subordinated Debenture Agreement (Incorporated by reference to
              Exhibit 4.4 to the 1997 Form 8-K) 
    10.3      Securities Purchase Agreement (Incorporated by reference to 
              Exhibit 10.1 of the Form 8-K)
    10.4      FINOVA Line of Credit (Incorporated by reference to Exhibit 10.2
              to the Company's Form 10-Q filed on September 15, 1998)
    10.5      Amendment No. 2 to Loan and Security Agreement and Limited Waiver
              and Consent (Incorporated by reference to Exhibit 10.2 of the Form
              8-K)
    10.6      1998 Stock Incentive Plan (Incorporated by reference to Exhibit
              3.1 to the 1997 Form 8-K) 
    10.7      Employment Agreement with Rex L. Steffey (Incorporated by 
              reference to Exhibit 10.2 to the 1997 Form 8-K)
    10.8      Employment Agreement with William L. Lawrence, Jr. (Incorporated
              by reference to Exhibit 10.3 to the 1997 Form 8-K)
    11        Statement re computation of per share earnings (to be filed by
              amendment) 
    21        Schedule of Subsidiaries 
    23        Consent of Independent Accountants (to be filed by amendment)
    27        Financial Data Schedule (to be filed by amendment)


ITEM 14. (b) REPORTS ON FORM 8-K

Form 8-K dated February 1, 1999 reporting under Item 5 the creation and issuance
of the Company's  Series D Preferred  Stock and certain  warrants to acquire the
Company's Common Stock.

                                    Page 11
<PAGE>

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 29, 1999.

                                       Jay Jacobs, Inc.

                                       /s/  REX LOREN STEFFEY
                                       ---------------------------------
                                       Rex Loren Steffey
                                       President and Chief Executive Officer and
                                       Director (Principal Executive Officer)

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

Signature                        Title                          Date


/S/ MICHAEL D. SULLIVAN
------------------------
Michael D. Sullivan          Chairman of the Board         April 29, 1999
                             and Director


/S/ EDWARD L. CAHILL
------------------------
Edward L. Cahill             Director                      April 29, 1999


/S/ KIM Z. GOLDEN
------------------------
Kim Z. Golden                Director                      April 29, 1999


/S/ REX LOREN STEFFEY
------------------------
Rex Loren Steffey            President, Chief Executive    April 29, 1999
                             Officer and Director


/S/ WILLIAM L. LAWRENCE, JR.
----------------------------
William L. Lawrence, Jr.     Executive Vice President,     April 29, 1999
                             Chief Financial Officer
                             and Director

                                    Page 12
<PAGE>

                                 EXHIBIT INDEX

    ITEM      DESCRIPTION
     3.1      Restated Articles of Incorporation (Incorporated by reference
              to Exhibit 3.1 to the Company's Registration Statement on Form
              S-1, Registration No. 33-13112, declared effective May 19,
              1987 (the "Form S-1"))
     3.2      Articles of Amendment to the Registrant's Restated Articles of
              Incorporation (Incorporated by reference to Exhibit 3.2 to the
              Company's Form 10-Q filed June 16, 1998 (the "Form 10-Q"))
     3.3      Articles of Amendment of Articles of Incorporation containing
              the Statement of Rights and Preferences of the Series D
              Preferred Stock (Incorporated by reference to the Company's
              Form 8-K filed February 21, 1999 (the "Form 8-K"))
     3.4      Bylaws (Incorporated by reference to Exhibit 3.3 to the Form S-1)
     4.1      Form of specimen certificate for the Series D Preferred Stock
              (Incorporated by reference to Exhibit 4.1 to the Form 8-K)
     4.2      Form of Warrant (Incorporated by reference to Exhibit 4.2 to the 
              Form 8-K)
     4.3      Form of Debenture (Incorporated by reference to Exhibit 4.2 to the
              Form 10-Q)
     4.4      Amended and Restated Registration Rights Agreement (Incorporated 
              by reference to Exhibit 4.3 to the Form 8-K)
     4.5      Voting Agreement between Investors and Messrs. Steffey and
              Lawrence (Incorporated by reference to Exhibit 4.2 to the
              Company's Form 8-K filed on December 15, 1997 (the "1997 Form
              8-K"))
     4.6      Agreement between T Rowe Price Recovery Fund II, L.P. and
              remaining Investors (Incorporated by reference to Exhibit 4.3
              to the 1997 Form 8-K)
    10.1      Preferred Stock Purchase Agreement (Incorporated by reference to
              Exhibit 2.1 to the 1997 Form 8-K)
    10.2      Subordinated Debenture Agreement (Incorporated by reference to
              Exhibit 4.4 to the 1997 Form 8-K) 
    10.3      Securities Purchase Agreement (Incorporated by reference to 
              Exhibit 10.1 of the Form 8-K)
    10.4      FINOVA Line of Credit (Incorporated by reference to Exhibit 10.2
              to the Company's Form 10-Q filed on September 15, 1998)
    10.5      Amendment No. 2 to Loan and Security Agreement and Limited Waiver
              and Consent (Incorporated by reference to Exhibit 10.2 of the Form
              8-K)
    10.6      1998 Stock Incentive Plan (Incorporated by reference to Exhibit
              3.1 to the 1997 Form 8-K) 
    10.7      Employment Agreement with Rex L. Steffey (Incorporated by 
              reference to Exhibit 10.2 to the 1997 Form 8-K)
    10.8      Employment Agreement with William L. Lawrence, Jr. (Incorporated
              by reference to Exhibit 10.3 to the 1997 Form 8-K)
    11        Statement re computation of per share earnings (to be filed by
              amendment) 
    21        Schedule of Subsidiaries 
    23        Consent of Independent Accountants (to be filed by amendment)
    27        Financial Data Schedule (to be filed by amendment)

                                    Page 13