As filed with the Securities and Exchange Commission on August 11, 1997
                                                       Registration No. 333-___

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

        DELAWARE                                             13-2581181
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                          Identification Number)

                               200 MADISON AVENUE
                            NEW YORK, NEW YORK 10016
                    (Address of Principal Executive Offices)

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

                              FAB INDUSTRIES, INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                         DAVID A. MILLER, VICE PRESIDENT
                            C/O FAB INDUSTRIES, INC.
                               200 MADISON AVENUE
                            NEW YORK, NEW YORK 10016
                     (Name and Address of Agent for Service)

                                 (212) 592-2700
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   COPIES TO:

                              Richard Marlin, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                             Proposed                      Proposed
Title of                                                     Maximum                       Maximum                      Amount of
Securities to be                Amount to be                 Offering Price                Aggregate                    Registration
Registered                      Registered                   Per Share(1)                  Offering Price               Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                           <C>                          <C>

Common Stock,                   175,000 shares               $32.3125                       $5,654,687.50                $1,720
par value $.20
per share
====================================================================================================================================
</TABLE>


(1)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant  to  Rule  457(c)  under  the  Securities  Act  of  1933  (the
         "Securities  Act"), as amended,  based upon the average of the high and
         low sales  prices for the Common Stock  reported on the American  Stock
         Exchange on August 8, 1997.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended  November 30, 1996 (File No.  1-5901),  filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

         (b) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter  ended March 1, 1997,  filed  pursuant to Section  13(a) of the Exchange
Act;

         (c) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended May 31, 1997, filed pursuant to Section 13(a) of the Exchange Act;
and

         (d) The Registrant's Registration Statement on Form S-8 (Registration
No.  33-29219)  ,  filed  pursuant  to the  Securities  Act,  which  contains  a
description of the Registrant's Common Stock,  including any amendment or report
filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest of Named Experts and Counsel.

         The  Consolidated  Financial  Statements and schedule of the Registrant
for each of the three  fiscal  years in the  period  ended  November  30,  1996,
incorporated  by  reference  herein,  have been  audited  by BDO  Seidman,  LLP,
independent  certified  public  accountants,  as  indicated in their report with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority  of said firm as experts in  accounting  and  auditing  in giving such
report.

         The  validity  of the shares of Common  Stock  offered  hereby has been
passed upon for the  Registrant by Kramer,  Levin,  Naftalis & Frankel.  Richard
Marlin, a director of the Registrant,  is a member of Kramer,  Levin, Naftalis &
Frankel and owns 500 shares of Common Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders  (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL (providing

                                       -2-


<PAGE>



for liability of directors for unlawful  payment of dividends or unlawful  stock
purchases or  redemptions),  or (iv) for any transaction from which the director
derived an improper personal benefit.  The Registrant's  Restated Certificate of
Incorporation, as amended, contains provisions permitted by Section 102(b)(7) of
the DGCL.

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware  corporation  may indemnify  directors  and/or officers in an action or
suit by or in the right of the  corporation  under the same  conditions,  except
that no  indemnification  is permitted without judicial approval if the director
or officer is  adjudged  to be liable to the  corporation.  Where a director  or
officer is  successful  on the merits or  otherwise in the defense of any action
referred  to above,  the  corporation  must  indemnify  him or her  against  the
expenses which such director or officer actually and reasonably incurred.

         The Registrant's  Restated  Certificate of  Incorporation,  as amended,
provides for  indemnification of directors and officers of the Registrant to the
fullest extent  permitted by the DGCL. The Registrant  also maintains  liability
insurance for each director and officer for certain  losses  arising from claims
or charges made against  them while acting in their  capacities  as directors or
officers of the Registrant.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

             Exhibit Number  Description
             --------------  -----------

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

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

                    4.3  Amended  and   Restated   By-laws  of  the   Registrant
                         (incorporated by reference to Exhibit 3.2 filed as part
                         filed as part of the Registrant's Annual Report on Form
                         10-K for the fiscal year ended November 27, 1993).

                    5    Opinion of Kramer, Levin, Naftalis & Frankel.

                    23.1 Consent of BDO Seidman, LLP.

                    23.3 Consent of Kramer, Levin, Naftalis & Frankel (contained
                         in the opinion filed as Exhibit 5 hereto).


                                       -3-



<PAGE>



                    24   Power of Attorney  (included on the  signature  page of
                         this Registration Statement).

Item 9.    Undertakings.

             The undersigned Registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

             The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       -4-


<PAGE>



                                   SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State  of New  York on this  11 day of
August, 1997.


                                                 FAB INDUSTRIES, INC.


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


                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  each of Samson  Bitensky and David A.
Miller  his true and  lawful  attorney-in-fact  and  agent,  with full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  registration
statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

             Pursuant  to  the   requirements  of  the  Securities  Act of 1933,
this  Registration  Statement has been signed by the following persons on August
11, 1997 in the capacities indicated.


            Signature                   Title(s)
            ---------                   --------

/s/ Samson Bitensky 
-------------------------
Samson Bitensky                         Chairman of the Board, Chief Executive 
                                        Officer, and Director (Principal 
                                        Executive Officer)

/s/ David A. Miller
-------------------------
David A. Miller                         Vice President - Finance and Treasurer
                                        (Principal Financial and Accounting 
                                        Officer)

/s/ Sherman S. Lawrence
-------------------------
Sherman S. Lawrence                     Secretary and Director


/s/ Lawrence Bober
-------------------------
Lawrence Bober                          Director


/s/ Richard Marlin
-------------------------
Richard Marlin                          Director


/s/ Louis Feil
-------------------------
Louis Feil                              Director



-------------------------
Oscar Kunreuther                        Director


/s/ Susan B. Lerner
-------------------------
Susan B. Lerner                         Director
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17513}]
{"company-data": {"conformed-name": "FAB INDUSTRIES INC", "cik": "0000034136", "assigned-sic": "2250", "irs-number": "132581181", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33349", "film-number": "97655771"}, "business-address": {"street1": "200 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2122799000"}, "mail-address": {"street1": "200 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10016"}}
As filed with the Securities and Exchange Commission on August 11, 1997
                                                       Registration No. 333-___

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

        DELAWARE                                             13-2581181
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                          Identification Number)

                               200 MADISON AVENUE
                            NEW YORK, NEW YORK 10016
                    (Address of Principal Executive Offices)

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

                              FAB INDUSTRIES, INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                         DAVID A. MILLER, VICE PRESIDENT
                            C/O FAB INDUSTRIES, INC.
                               200 MADISON AVENUE
                            NEW YORK, NEW YORK 10016
                     (Name and Address of Agent for Service)

                                 (212) 592-2700
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   COPIES TO:

                              Richard Marlin, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                             Proposed                      Proposed
Title of                                                     Maximum                       Maximum                      Amount of
Securities to be                Amount to be                 Offering Price                Aggregate                    Registration
Registered                      Registered                   Per Share(1)                  Offering Price               Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                   175,000 shares               $32.3125                       $5,654,687.50                $1,720
par value $.20
per share
====================================================================================================================================
(1)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant  to  Rule  457(c)  under  the  Securities  Act  of  1933  (the
         "Securities  Act"), as amended,  based upon the average of the high and
         low sales  prices for the Common Stock  reported on the American  Stock
         Exchange on August 8, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended  November 30, 1996 (File No.  1-5901),  filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

         (b) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter  ended March 1, 1997,  filed  pursuant to Section  13(a) of the Exchange
Act;

         (c) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended May 31, 1997, filed pursuant to Section 13(a) of the Exchange Act;
and

         (d) The Registrant's Registration Statement on Form S-8 (Registration
No.  33-29219)  ,  filed  pursuant  to the  Securities  Act,  which  contains  a
description of the Registrant's Common Stock,  including any amendment or report
filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest of Named Experts and Counsel.

         The  Consolidated  Financial  Statements and schedule of the Registrant
for each of the three  fiscal  years in the  period  ended  November  30,  1996,
incorporated  by  reference  herein,  have been  audited  by BDO  Seidman,  LLP,
independent  certified  public  accountants,  as  indicated in their report with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority  of said firm as experts in  accounting  and  auditing  in giving such
report.

         The  validity  of the shares of Common  Stock  offered  hereby has been
passed upon for the  Registrant by Kramer,  Levin,  Naftalis & Frankel.  Richard
Marlin, a director of the Registrant,  is a member of Kramer,  Levin, Naftalis &
Frankel and owns 500 shares of Common Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders  (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL (providing

                                       -2-
for liability of directors for unlawful  payment of dividends or unlawful  stock
purchases or  redemptions),  or (iv) for any transaction from which the director
derived an improper personal benefit.  The Registrant's  Restated Certificate of
Incorporation, as amended, contains provisions permitted by Section 102(b)(7) of
the DGCL.

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware  corporation  may indemnify  directors  and/or officers in an action or
suit by or in the right of the  corporation  under the same  conditions,  except
that no  indemnification  is permitted without judicial approval if the director
or officer is  adjudged  to be liable to the  corporation.  Where a director  or
officer is  successful  on the merits or  otherwise in the defense of any action
referred  to above,  the  corporation  must  indemnify  him or her  against  the
expenses which such director or officer actually and reasonably incurred.

         The Registrant's  Restated  Certificate of  Incorporation,  as amended,
provides for  indemnification of directors and officers of the Registrant to the
fullest extent  permitted by the DGCL. The Registrant  also maintains  liability
insurance for each director and officer for certain  losses  arising from claims
or charges made against  them while acting in their  capacities  as directors or
officers of the Registrant.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

             Exhibit Number  Description
             --------------  -----------

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

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

                    4.3  Amended  and   Restated   By-laws  of  the   Registrant
                         (incorporated by reference to Exhibit 3.2 filed as part
                         filed as part of the Registrant's Annual Report on Form
                         10-K for the fiscal year ended November 27, 1993).

                    5    Opinion of Kramer, Levin, Naftalis & Frankel.

                    23.1 Consent of BDO Seidman, LLP.

                    23.3 Consent of Kramer, Levin, Naftalis & Frankel (contained
                         in the opinion filed as Exhibit 5 hereto).

                                       -3-
24   Power of Attorney  (included on the  signature  page of
                         this Registration Statement).

Item 9.    Undertakings.

             The undersigned Registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

             The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       -4-
SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State  of New  York on this  11 day of
August, 1997.

                                                 FAB INDUSTRIES, INC.

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

                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  each of Samson  Bitensky and David A.
Miller  his true and  lawful  attorney-in-fact  and  agent,  with full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  registration
statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as fully  for all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

             Pursuant  to  the   requirements  of  the  Securities  Act of 1933,
this  Registration  Statement has been signed by the following persons on August
11, 1997 in the capacities indicated.

            Signature                   Title(s)
            ---------                   --------

/s/ Samson Bitensky 
-------------------------
Samson Bitensky                         Chairman of the Board, Chief Executive 
                                        Officer, and Director (Principal 
                                        Executive Officer)

/s/ David A. Miller
-------------------------
David A. Miller                         Vice President - Finance and Treasurer
                                        (Principal Financial and Accounting 
                                        Officer)

/s/ Sherman S. Lawrence
-------------------------
Sherman S. Lawrence                     Secretary and Director

/s/ Lawrence Bober
-------------------------
Lawrence Bober                          Director

/s/ Richard Marlin
-------------------------
Richard Marlin                          Director

/s/ Louis Feil
-------------------------
Louis Feil                              Director

-------------------------
Oscar Kunreuther                        Director

/s/ Susan B. Lerner
-------------------------
Susan B. Lerner                         Director