Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):       OCTOBER 23, 2003

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

     DELAWARE                       1-5901                      13-2581181
(State or other                   (Commission                 (IRS Employer
jurisdiction of incorporation     File Number)              Identification No.)
or organization)

NEW YORK, NEW YORK                                                10016
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:     (212) 592-2700

                                 NOT APPLICABLE
          (Former name or former address if changed since last report)


         On October 23, 2003, Fab Industries, Inc. issued a press release
announcing that it had received a preliminary offer from a management-led buyout
group to acquire the business, as a going concern, for $19,556,366 (or $3.75 per
share), subject to certain terms and conditions. The press release announcing
the foregoing is attached as Exhibit 99.1 to this report and is incorporated by
reference into this item. The letter containing the management-led buyout
group's offer is attached as Exhibit 99.2 to this report and is incorporated by
reference into this item.


                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                   FAB INDUSTRIES, INC.

Dated:  October 23, 2003           By:  /s/ Samson Bitensky
                                        Samson Bitensky
                                        Chairman of the Board and Chief
                                        Executive Officer

                                INDEX TO EXHIBITS

99.1     Press Release, dated October 23, 2003.

99.2     Offer Letter, dated October 23, 2003.