As filed with the Securities and Exchange Commission on May 15, 2001

                                                           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.
                            2001 STOCK INCENTIVE PLAN

                            (Full Title of the Plan)

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


                                 David A. Miller
        Vice President of Finance, Treasurer and Chief Financial Officer
                              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)

                                    Copy to:

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

<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
 -----------------------------------------------------------------------------------------------------
 Title of                                Proposed Maximum       Proposed Maximum
 Securities to be        Amount to be    Offering Price Per     Aggregate Offering   Amount of
 Registered              Registered      Share(1)               Price                Registration Fee
 -----------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                   <C>                  <C>
 Common Stock (par         200,000           $13.58                $2,716,000           $679
 value $0.20 per share)
 -----------------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated, solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
      "Securities Act"). The Proposed Maximum Offering Price Per Share is based
      on the average of the high and low prices for the Common Stock reported on
      the American Stock Exchange on May 8, 2001, which is within five (5)
      business days prior to the date of this Registration Statement.

<PAGE>

                              FAB INDUSTRIES, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     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
December 2, 2000 (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 3, 2001, filed pursuant to Section 13(a) of the Exchange Act;

      (c) 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 fiscal years ended December 2, 2000 and November 27, 1999,
incorporated by reference herein, have been audited by Ernst & Young LLP,
independent auditors, as indicated in their report with respect thereto
appearing in the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 2, 2000, and are incorporated herein in reliance upon such
report, given on the authority of such firm as experts in accounting and
auditing.

      The Consolidated Financial Statements and schedule of the Registrant for
the fiscal year ended November 28, 1998, incorporated by reference herein, have
been audited by BDO Seidman, LLP, independent certified public accountants, as
indicated in their report with respect thereto appearing in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 2, 2000, 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 LLP. Richard Marlin,
a director of the Registrant, is a member of Kramer Levin Naftalis & Frankel LLP
and owns 500 shares of Common Stock of the Registrant and owns options to
purchase 4,000 shares of Common Stock of the Registrant.

                                       1
<PAGE>

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 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 or her 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, incorporated by
                          reference to Exhibit 3.1 to the Registrant's Annual
                          Report on Form 10-K for the fiscal year ended November
                          27, 1993 (the "1993 10-K").

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

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

                                       2
<PAGE>

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

      4.5                 Amendment to the Amended and Restated By-laws,
                          incorporated by reference to Exhibit 3.5 of the
                          Registrant's Annual Report on Form 10-K for the fiscal
                          year ended November 27, 1999.

      5                   Opinion of Kramer Levin Naftalis & Frankel LLP.

      23.1                Consent of Ernst & Young LLP.

      23.2                Consent of BDO Seidman, LLP.

      23.2                Consent of Kramer Levin Naftalis & Frankel LLP
                          (included in Exhibit 5 above).

      24.1                Power of Attorney (contained in Signature Page
                          hereto).


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.

                                       3
<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 day 14th of May,
2001.
                                      FAB INDUSTRIES, INC.


                                      By: /s/ Samson Bitensky
                                         -----------------------------------
                                         Name:  Samson Bitensky
                                         Title: Chairman of the Board of
                                                Directors 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 or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and 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 or she 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 May 14, 2001
in the capacities indicated.

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

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

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

________________________        Secretary and Director
Susan B. Lerner

________________________        Director
Martin B. Bernstein

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

/s/ Frank S. Greenberg
-------------------------       Director
Frank S. Greenberg

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


                                       4
<PAGE>

                                  EXHIBIT INDEX


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

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

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

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

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

      4.5                   Amendment to the Amended and Restated By-laws,
                            incorporated by reference to Exhibit 3.5 of the
                            Registrant's Annual Report on Form 10-K for the
                            fiscal year ended November 27, 1999.

      5                     Opinion of Kramer Levin Naftalis & Frankel LLP.

      23.1                  Consent of Ernst & Young LLP.

      23.2                  Consent of BDO Seidman, LLP.

      23.2                  Consent of Kramer Levin Naftalis & Frankel LLP
                            (included in Exhibit 5 above).

      24.1                  Power of Attorney (contained in Signature Page
                            hereto).


                                       5
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{"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": "333-60926", "film-number": "1637205"}, "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 May 15, 2001

                                                           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.
                            2001 STOCK INCENTIVE PLAN

                            (Full Title of the Plan)

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

                                 David A. Miller
        Vice President of Finance, Treasurer and Chief Financial Officer
                              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)

                                    Copy to:

                              Richard Marlin, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
CALCULATION OF REGISTRATION FEE
 -----------------------------------------------------------------------------------------------------
 Title of                                Proposed Maximum       Proposed Maximum
 Securities to be        Amount to be    Offering Price Per     Aggregate Offering   Amount of
 Registered              Registered      Share(1)               Price                Registration Fee
 -----------------------------------------------------------------------------------------------------
Common Stock (par         200,000           $13.58                $2,716,000           $679
 value $0.20 per share)
 -----------------------------------------------------------------------------------------------------
(1)   Estimated, solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
      "Securities Act"). The Proposed Maximum Offering Price Per Share is based
      on the average of the high and low prices for the Common Stock reported on
      the American Stock Exchange on May 8, 2001, which is within five (5)
      business days prior to the date of this Registration Statement.
FAB INDUSTRIES, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     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
December 2, 2000 (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 3, 2001, filed pursuant to Section 13(a) of the Exchange Act;

      (c) 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 fiscal years ended December 2, 2000 and November 27, 1999,
incorporated by reference herein, have been audited by Ernst & Young LLP,
independent auditors, as indicated in their report with respect thereto
appearing in the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 2, 2000, and are incorporated herein in reliance upon such
report, given on the authority of such firm as experts in accounting and
auditing.

      The Consolidated Financial Statements and schedule of the Registrant for
the fiscal year ended November 28, 1998, incorporated by reference herein, have
been audited by BDO Seidman, LLP, independent certified public accountants, as
indicated in their report with respect thereto appearing in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 2, 2000, 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 LLP. Richard Marlin,
a director of the Registrant, is a member of Kramer Levin Naftalis & Frankel LLP
and owns 500 shares of Common Stock of the Registrant and owns options to
purchase 4,000 shares of Common Stock of the Registrant.

                                       1
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 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 or her 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, incorporated by
                          reference to Exhibit 3.1 to the Registrant's Annual
                          Report on Form 10-K for the fiscal year ended November
                          27, 1993 (the "1993 10-K").

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

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

                                       2
4.4                 Amendments to the Amended and Restated By-laws,
                          incorporated by reference to Exhibit 3.4 of the
                          Registrant's Annual Report on Form 10-K for the fiscal
                          year ended November 29, 1997.

      4.5                 Amendment to the Amended and Restated By-laws,
                          incorporated by reference to Exhibit 3.5 of the
                          Registrant's Annual Report on Form 10-K for the fiscal
                          year ended November 27, 1999.

      5                   Opinion of Kramer Levin Naftalis & Frankel LLP.

      23.1                Consent of Ernst & Young LLP.

      23.2                Consent of BDO Seidman, LLP.

      23.2                Consent of Kramer Levin Naftalis & Frankel LLP
                          (included in Exhibit 5 above).

      24.1                Power of Attorney (contained in Signature Page
                          hereto).

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.

                                       3
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 day 14th of May,
2001.
                                      FAB INDUSTRIES, INC.

                                      By: /s/ Samson Bitensky
                                         -----------------------------------
                                         Name:  Samson Bitensky
                                         Title: Chairman of the Board of
                                                Directors 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 or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and 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 or she 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 May 14, 2001
in the capacities indicated.

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

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

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

________________________        Secretary and Director
Susan B. Lerner

________________________        Director
Martin B. Bernstein

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

/s/ Frank S. Greenberg
-------------------------       Director
Frank S. Greenberg

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

                                       4
EXHIBIT INDEX

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

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

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

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

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

      4.5                   Amendment to the Amended and Restated By-laws,
                            incorporated by reference to Exhibit 3.5 of the
                            Registrant's Annual Report on Form 10-K for the
                            fiscal year ended November 27, 1999.

      5                     Opinion of Kramer Levin Naftalis & Frankel LLP.

      23.1                  Consent of Ernst & Young LLP.

      23.2                  Consent of BDO Seidman, LLP.

      23.2                  Consent of Kramer Levin Naftalis & Frankel LLP
                            (included in Exhibit 5 above).

      24.1                  Power of Attorney (contained in Signature Page
                            hereto).

                                       5