JACLYN INC
DEF 14A, EX-99.B, 2000-10-27
LEATHER & LEATHER PRODUCTS
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JACLYN, INC.                                                             Proxy
--------------------------------------------------------------------------------

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned stockholder hereby appoints JACLYN HARTSTEIN and LLOYD
FRANK, and any one of them, the proxies of the undersigned, with power of
substitution, hereby revoking any proxy heretofore given, to vote all shares
which the undersigned is entitled to vote at the 2000 Annual Meeting of
Stockholders of JACLYN, INC. (the "Company") to be held at the Company's
offices, 635 59th Street, West New York, New Jersey 07093, on November 28, 2000
at 9:30 a.m., and at any adjournments thereof, with all powers the undersigned
would possess if personally present, and the undersigned authorizes and
instructs said proxies to vote as follows:

Item 1 - Election of the following nominees as directors:

         Abe Ginsburg, Allan Ginsburg, Robert Chestnov, Howard Ginsburg, Martin
         Brody, Richard Chestnov, Albert Safer and Norman Axelrod.

         (To withhold authority to vote for any individual nominee, strike a
         line through the nominee's name.)

                                FOR [_]      WITHHOLD [_]


                                  (Continued and to be signed on the other side)
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Item 2 - Ratification of Deloitte & Touche LLP as independent auditors.

                 FOR [_]             AGAINST [_]                ABSTAIN [_]

Item 3 - Approval of the Company's 2000 Stock Option Plan.

                 FOR [_]             AGAINST [_]                ABSTAIN [_]

Item 4 - In their discretion, upon any other matters as may properly come
         before the meeting.


                                     Date____________________________________

                                     Signature_______________________________

                                     Signature_______________________________

                                     Note: Please date and sign exactly as your
                                     name appears hereon. If acting as an
                                     executor, administrator, trustee, guardian,
                                     etc., you should so indicate. If the signer
                                     is a corporation, please sign the full
                                     corporate name by a duly authorized
                                     officer. If shares are held jointly, each
                                     stockholder should sign.

The shares represented by this proxy will be voted as directed by the
stockholder(s). If no direction is given, such shares will be voted FOR the
election of all listed nominees for director, FOR Items 2 and 3, and in the
discretion of the proxies on any other matters that may properly come before the
meeting.



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