8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             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):    AUGUST 11, 2004


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


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


200 Madison Avenue
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)





Item 5.  OTHER EVENTS.

         On August 11, 2004, Fab Industries, Inc. (the "Company") issued a press
release announcing that it has suspended its formal auction process because it
failed to receive a binding offer to purchase the Company's business as a going
concern.

         The press release is attached as Exhibit 99.1 to this report.



Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits:

                  99.1      Press Release, dated August 11, 2004.





                                   SIGNATURES

         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:  August 11, 2004                  By: /s/ Samson Bitensky
                                             --------------------------------
                                             Samson Bitensky
                                             Chairman of the Board and
                                             Chief Executive Officer





                                INDEX TO EXHIBITS


99.1     Press Release, dated August 11, 2004

EX-99

                                                                    EXHIBIT 99.1
                                                                    ------------



                              FAB INDUSTRIES, INC.

200 MADISON AVENUE * NEW YORK, N.Y. 10016 * (212) 592-2700 * FAX (212) 689-6929

          FOR IMMEDIATE RELEASE:                 FAB INDUSTRIES, INC.
                               200 MADISON AVENUE
                              NEW YORK, N.Y. 10016

                           FAB INDUSTRIES, INC. (ASE)
REPORTS THAT IT HAS SUSPENDED ITS FORMAL AUCTION  PROCESS  BECAUSE IT FAILED TO
RECEIVE A BINDING OFFER TO SELL THE BUSINESS AS A GOING CONCERN

NEW YORK, N.Y. - August 11, 2004 - Fab Industries, Inc., a major manufacturer of
knitted textile fabrics, laces, related finished home products and laminated
fabrics, today announced that it has suspended its formal auction process
because it failed to receive a binding offer to purchase the Company's business
as a going concern. The Company engaged the investment banking firm of McFarland
Dewey & Co., LLC in November 2002 to assist it with the sale of the Company's
business. McFarland Dewey contacted over 80 potential acquirors during the
course of this eighteen-month process. On October 14, 2003, the Company
announced that it had yet to receive any bona-fide offers to acquire the
business as a going concern. Following that announcement, on October 23, 2003,
the Company 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).
The Company subsequently announced on November 14, 2003, that a stockholder
filed a lawsuit, naming as defendants, the Company and each of its directors,
seeking class-action certification, preliminary and permanent injunctions
against the proposed management-led buyout, and unspecified damages. The
preliminary offer from the management-led buyout group was subsequently
withdrawn.

         The Company continued the auction process following the withdrawal of
the management-led buyout group's preliminary offer. On March 10, 2004, the
Company paid a $3.00 per share liquidating distribution (the "Liquidating
Distribution"). Following the Liquidating Distribution, the auction process
resulted in the Company receiving three non-binding initial indications of
interest from unaffiliated third parties, at prices ranging from $7,822,547
($1.50 per share) to $11,733,820 ($2.25 per share) and a non-binding initial
indication of interest from SSJJJ Manufacturing Co., Inc., an acquisition
vehicle owned by Steven Myers, the Company's President and Chief Operating
Officer ("SSJJJ"), at a price of $14,758,537 (or $2.83 per share). A Special
Committee of the Company's Board of Directors, comprised solely of independent
directors, was formed to evaluate SSJJJ's preliminary indication of interest.
After further discussions between the Special Committee and SSJJJ, SSJJJ
indicated that it may be willing make a binding offer of $14,602,086 ($2.80 per
share) to purchase the Company's business as a going concern. SSJJJ informed the
Special Committee on August 9, 2004, that it would not be making a binding offer
at this time to purchase the Company's business.

         There where three preliminary liquidation analyses prepared for the
Company and/or the Special Committee in 2004 which showed a per share
liquidation value range of $3.16 to $4.36. The preliminary liquidation analysis
showing a $4.36 per share liquidation value assumed that an orderly liquidation
of the Company's assets would be completed within 6 months, while the other two
preliminary liquidation analyses assumed that an orderly liquidation of the
Company's assets would be completed within 6 to 12 months. Each of the
preliminary liquidation analyses valued the Company's real property and
equipment based on asset appraisals that were performed more than twelve months
ago. Each of the liquidation analyses assumes, among other things, that all of
the Company's real property and fixed assets can be sold at their appraised
value and estimates certain of the Company's contingent liabilities. The
Company's management believes that each of the liquidation analyses are
overstated, that the assumptions used in each of the liquidation analyses are
not reasonable in light of the current conditions in the textile industry, that
it would take




approximately 12 months to complete an orderly liquidation of the Company's
assets, and that the actual per share liquidation value could be materially less
than the range in the liquidation analyses.

         While the Company reviews its alternatives to maximize shareholder
value, the Company will continue to operate its business in its current fashion
to preserve the value of its assets in accordance with the Company's Plan of
Liquidation and Dissolution (the "Plan") that was adopted by the Company's
stockholders on May 30, 2002. The Plan provides that if it is not feasible to
make a final distribution to the stockholders prior to May 30, 2005, the Company
will be required to transfer its remaining assets and liabilities to a
liquidating trust for the benefit of the Company's stockholders.

         There can be no assurance that the Company will be able to sell its
business as a going concern, that the Company will be able to liquidate all of
its assets prior to May 30, 2005, or that the sale of its business and assets
will generate proceeds to the stockholders in an amount equal to or greater than
the market price of its stock or the liquidation analysis price range indicated
above.

         Except for historical information, the matters discussed in this press
release are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially,
including, but not limited to, the following: whether a final offer to purchase
the business as a going concern will be received in the future; the aggregate
liquidating distribution(s) made to the stockholders; whether the Company's
business will be sold as a going concern; overall economic and business
conditions; our continuing ability to support the demand for our goods and
services; competitive factors in the industries in which we compete; changes in
government regulation; changes in tax requirements (including tax rate changes,
new tax laws and revised tax interpretations); interest rate fluctuations and
other capital market conditions, including foreign currency rate fluctuations;
material contingencies provided for in a sale of our assets; de-listing of our
common stock from the American Stock Exchange; our ability to retain key
employees during any wind down period; and any litigation arising as a result of
our plan to wind down our operations or sell the Company's business. Additional
risks are discussed in the Company's filings with the Securities and Exchange
Commission, including the Company's annual report on form 10-K for the year
ended November 30, 2003. These risks and uncertainties should be considered in
evaluating any forward-looking statements contained in this press release.

                     WEBSITE: HTTP://WWW.FAB-INDUSTRIES.COM

CONTACT INFORMATION:

David Miller
Vice President - Chief Financial Officer
Fab Industries, Inc.
(212) 592-2865
david.miller@fab-industries.com


James M. Dubin
Partner
Paul, Weiss, Rifkind, Wharton &Garrison LLP
(212) 373-3026
jdubin@paulweiss.com