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

August 15, 1996
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(Date of Report) (Date of earliest event reported)

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

Delaware
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(State or other jurisdiction of incorporation)

1-8509 58-0962699
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(Commission File Number) (I.R.S. Employer
Identification No.)

105 Madison Avenue, New York, NY 10016
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(Address of principal executive offices) (Zip Code)

(212) 889-5656
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Registrant's telephone number, including area code

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(Former name or former address, if changed since last report)

Item 1
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On August 15, 1996 (the "Closing Date"), NAN Investors, Inc., a Delaware
limited partnership (the "Investor") purchased 250,000 shares of the common
stock, $.10 par value (the "Common Stock") of Nantucket Industries, Inc. (the
"Registrant") and two (2) Convertible Subordinated Debentures of the Registrant
in the principal amounts of $1,168,150 and $1,591,850, respectively, (the
"Debentures"), pursuant to a certain Common Stock and Convertible Subordinated
Debenture Purchase Agreement dated as of August 13, 1996 (the "Agreement"). The
aggregate cash consideration paid was $3,500,000, consisting of $2.96 per share
for the 250,000 shares of Common Stock and $2,760,000 aggregate face value for
the Debentures. The Investor reported by Schedule 13D dated August 22, 1996 that
funds for its acquisition came from the issuance of partnership interests. All
shares sold were (and those shares to be issued upon conversion of the
Debentures are) authorized and unissued shares of Common Stock of the Registrant
reserved for issuance pursuant to the Agreement.

The $1,168,150 Debenture is convertible at any time at the Investor's
election into 305,000 shares of Common Stock at a price of $3.83 per share. The
$1,591,850 Debenture is convertible at the Investor's election at any time after
June 15, 1997 into 318,370 shares of Common Stock at a price of $5.00 per share.
Each of the Debentures bears interest at the rate of 12.5%, matures on August
15, 2001 and is secured by a Second Mortgage on the Registrant's Cartersville,
Georgia manufacturing facility.

The Investor has designated Kenneth Klein, an attorney and investment
consultant, to serve as a director of the Registrant, and he has been so
elected. The Agreement requires the Registrant to exercise all authority under
applicable law to cause either Mr. Klein or a replacement designated by the
Investor to be elected a director of the Registrant at future annual meetings of
the Registrant, so long as the Investor or its affiliates beneficially own in
the aggregate at least the lesser of 250,000 shares of Common Stock or 7% of the
outstanding Common Stock. Mr. Klein is not an affiliate of the Investor.

For a period of ten months after the date of the Agreement, the Investor
will notify the Registrant of its intent to acquire, or solicit, seek offers to
effect, or make any public announcement or proposal or offer whatsoever to
acquire, directly or indirectly, any voting capital stock of the Registrant
whether by open market purchase, private transaction or otherwise.

The Agreement grants the Investor certain registration rights with
respect to the Shares and Conversion Shares acquired pursuant to the Agreement.

The above discussion is qualified in its entirety by reference to the
Agreement. A copy of the Agreement is attached hereto as Exhibit 4(d) and is
incorporated herein by this reference.

Except as set forth above, to the best knowledge of the Registrant,
neither the Investor, nor any of the partners, affiliates, associates, or
controlling persons of the Investor has any contract, arrangement,
understanding, or relationship (legal or otherwise) with any person with respect
to any securities of the Registrant.

The Investor and its general partner, NAN (GP) Investors, L.P. (each a
"Reporting Person") reported the following ownership of Common Stock on a
Schedule 13D dated August 22, 1996:

No. of Shares Percentage of
Beneficial Owned Outstanding Shares
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NAN Investors, L.P. 555,000(1) 15.66%(2)

NAN (GP) Investors, L.P. 555,000(3) 15.66%

(1) Consisting of 250,000 shares owned directly, plus 305,000 shares which
NAN Investors, L.P. currently has the right to acquire through the
conversion of the $1,168,150 Debenture.

(2) Calculated on a diluted basis assuming the conversion of the $1,168,150
Debenture into up to 305,000 shares of Common Stock.

(3) All shares owned indirectly by virtue of the Reporting Person's position
as General Partner of NAN Investors, L.P.

Item 5.
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In connection with the transaction reported in Item 1 hereof, the Board
of Directors of the Registrant approved an amendment to the Registrant's By-Laws
which would permit stockholders holding the number of shares necessary to
approve any corporate action duly adopted by a majority of the Registrant's
Continuing Directors to approve such action by written consent. In addition, the
Board of Directors approved for recommendation to the Shareholders, amendments
to the Registrant's Certificate of Incorporation increasing the authorized
Common Stock to 20,000,000 shares and providing for a reduction in certain
voting requirements of the Board of Directors necessary for approval of a
business transaction with a Related Person and for a change in the definition of
the term "Continuing Director." Such amendments will be voted upon at the
Special Meeting of Stockholders in Lieu of Annual Meeting scheduled for October
1, 1996.

Also, in connection with the transaction reported in Item 1 hereof,
certain agreements to which the Registrant is a party have been amended. That
certain Rights Agreement, dated as of September 6, 1988 by and between the
Registrant and the State Street Bank and Trust Company has been amended to
provide that (a) the percentage of ownership used to define an "Acquiring
Person" therein shall be 35% and (b) the percentage of ownership upon which
certain events are conditional pursuant to Section 11(a)(ii)(B) thereof shall be
35%. That certain Loan Agreement dated March 21, 1994 between Congress Financial
Corporation and the Registrant has been amended by Amendment No. 2 dated July
31, 1996, and Amendment No. 3 dated as of August 15,

1996. Amendment No. 2 reduced the amount of the adjusted net worth covenant
which the Registrant is required to maintain and Amendment No. 3 related to the
transaction reported in Item 1.

Certain executive officers of the Registrant are employed under written
employment agreements which provide for certain benefits which are conditional
upon a change in control of the Registrant in conjunction with other events.
Said officers are Stephen M. Samberg (Chairman of the Board and Chief Executive
Officer), Stephen P. Sussman (Vice President - Operations), Ronald S. Hoffman
(Vice President Finance and Chief Financial Officer) and Joseph Visconti
(President). In addition, two former officers, George J. Gold and Donald D.
Gold, are parties to a Severance Agreement with the Registrant with such
conditional benefits. Each of those agreements were amended to exclude the
acquisition of less than 35% of the outstanding Common Stock by the Investor and
its affiliates from the definition of "change in control" therein. The term of
Mr. Hoffman's employment agreement also was extended through June 30, 1997.

Further, that certain Amended and Restated Credit Agreement, dated as of
March 21, 1994 by and among the Registrant, Chemical Bank and the Registrant's
subsidiaries was terminated and the outstanding balance of the loan made
thereunder was paid in full from the proceeds of the transaction described in
Item 1.

The above discussion is qualified in its entirety by reference to those
agreements and amendments discussed, copies of each of which are attached hereto
as Exhibits and incorporated herein by this reference.

Item 7
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Exhibits which, in their entirety, are incorporated by reference to any
report, exhibit or other filing previously made with the Securities and Exchange
Commission are designated by an asterisk (*) and the location of such material
is included in its description.

Exhibit No. Description Page No.
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(3)(a) Certificate of Incorporation as currently *
in effect (filed as Exhibit 3(a) to Form 10-K Report for the
fiscal year ended February 27, 1988 (the "1988 10-K").

(3)(b) By-Laws as currently in effect. Filed Herewith

(4)(a) Specimen Stock Certificate (filed as Exhibit *
4(b) to Registration Statement on Form S-1, No. 2-87229
filed October 17, 1983 (the "1983 Form S-1").

(4)(b) Share Purchase Rights Agreement, dated *
as of September 6, 1988, between the Company and State Street Bank and
Trust Company (filed as Exhibit 4(a) to Form 8-K Report dated as of
September 6, 1988), as amended by the following: Amendment No. 1 dated
October 3, 1988 (filed as Exhibit 9 to Schedule 14D-9 Amendment No. 1
dated October 4, 1988), Amendment No. 2 dated October 18, 1988 (filed as
Exhibit 14 to Schedule 14D-9 Amendment No. 2 dated October 19, 1988) and
Amendment No. 3 dated November 1, 1988 (filed as Exhibit 4(c) to Form
10-K Report for the fiscal year ended February 25, 1989 (the "1989
10-K"), Amendment No. 4 dated as of November 17, 1988 (filed as Exhibit
1 to Amendment No. 1 to Form 8-A, dated November 18, 1988), and
Amendment dated as of August 15, 1994 (filed as Exhibit 4(e) to Form 8-K
dated August 19, 1994).

(4)(c) Note Acquisition Rights Agreement dated as of *
September 6, 1988 between the Company and State Street Bank and Trust
Company, as amended on September 19, 1988 (filed as Exhibit 4(b) to Form
8-K Report dated September 6, 1988) as amended by the following:
Amendment No. 2 dated October 3, 1988 (filed as Exhibit 10 to Schedule
14D-9 Amendment No. 2 dated October 4, 1988), Amendment No. 3 dated
October 18, 1988 (filed as Exhibit 15 to Schedule 14D- 9 Amendment No. 2
dated October 19, 1988), Amendment No. 4 dated November 1, 1988, (filed
as Exhibit 4(d) to the 1989 10-K) and Amendment No. 5 dated as of
November 17, 1988 (filed as Exhibit 2 to Amendment No. 1 to Form 8-A,
dated November 18, 1988).

(4)(d) Certificate of Designation, Preferences and Rights of Non- *
Voting Convertible Preferred Stock of Nantucket Industries, Inc.
(filed as Exhibit 4 to Form 8-K Current Report dated
March 22, 1994 (the "1994 8-K").

(4)(e) Common Stock Purchase Agreement dated as of August 18, *
1994 by and among Registrant, Guess ?, Inc., the Maurice Marciano 1990
Children's Trust, the Paul Marciano Trust u/t/d 2/20/86, the Armand
Marciano Trust u/t/d 2/20/86 and The Samberg Group, L.L.C. (filed as
Exhibit 4(d) to Form 8-K dated August 19, 1994).

(4)(f) Common Stock and Convertible Subordinated Debenture Filed
Purchase Agreement dated as of August 13, 1996 by and among Herewith
Nantucket Industries, Inc. and NAN Investors, L.P.

(4)(g) Sixth Amendment dated as of August 15, 1996 to Filed
that certain Rights Agreement dated as of September 6, 1988 Herewith
between Nantucket Industries, Inc., and State Street Bank & Trust
Company.

(99) (a) Amendment No. 2 dated August 9, 1996 to that certain Filed
Employment Agreement dated as of May 26, 1992 by and Herewith
between Nantucket Industries, Inc. and Stephen P. Sussman.

(99)(b) Third Amendment dated August 9, 1996 Filed
to that certain Severance Agreement Herewith
dated as of March 18, 1994 by and among Nantucket Industries, Inc.
George J. Gold and Donald D. Gold.

(99)(c) Amendment No. 2 dated August 9, 1996 to that certain Filed
Employment Agreement dated as of March 18, 1994 by Herewith
and between Nantucket Industries, Inc. and Stephen M. Samberg.

(99)(d) Amendment dated August 9, 1996 to that certain Employment Filed
Agreement dated as of January 1, 1996 by and between Herewith
Nantucket Industries, Inc. and Joseph Visconti.

(99)(e) Letter Agreement dated August 9, 1996 between Filed
Registrant and Ronald S. Hoffman amending the change Herewith
of control provision in his employment agreement.

(99)(f) Employment Agreement dated May 26, 1992 by and *
between the Registrant and Stephen P. Sussman (filed as
Exhibit 10(x) to the Form 10Q Report for November 28, 1992)
as amended by the Amendment dated August 8, 1994 (filed as
Exhibit (99)(a) to Form 8-K dated August 19, 1994).

(99)(g) Amended and Restated Employment Agreement dated as of *
March 18, 1994 by and between Nantucket Industries, Inc.
and Stephen M. Samberg (filed as Exhibit 10(z)(ii) to the 1994
Form 10-K) as amended by the Amendment dated August 8, 1994
(filed as Exhibit (99)(c) to Form 8-K dated August 19, 1994).

(99)(h) Severance Agreement dated as of March 18, 1994 by and among *
Nantucket Industries, Inc., George J. Gold and Donald Gold (filed
as Exhibit 10(gg)(i) to the Form 10K Report for the fiscal year
ended February 25, 1995). (Filed as Exhibit 10(gg) to the 1994
Form 10-K) as amended by Amendment dated August 17, 1994
(filed as Exhibit (99)(b) to Form 8-K dated August 19, 1994),
and further amended letter agreement dated February 28, 1995.

(99)(i) Employment Agreement dated July 1, 1994 by and between *
Registrant and Ronald S. Hoffman (filed as Exhibit 10(uu) to Form
10-K Report for the fiscal year ended February 25, 1995), as
amended by letter agreement dated June 12, 1995 (filed as Exhibit
10(uu)(i) to Form 10-K Report for the fiscal year ended March 2,
1996.

(99)(j) Letter Agreement dated as of June 30, 1996 between Filed
Registrant and Ronald S. Hoffman, extending the term Herewith
of his employment to June 30, 1997.

(99)(k) Employment Agreement dated as of January 1, 1996 by *
and between Registrant and Joseph Visconti (filed as Exhibit
10(vv) to Form 10-K Report for the fiscal year ended March
2, 1996).

(99)(l) Amended and Restated Credit Agreement by and among *
Chemical Bank, Nantucket Industries, Inc., Nantucket Mills,
Inc. and Nantucket Management Corporation dated as of
March 21, 1994 (filed as Exhibit (99)(g) to 1994 8-K) and
amended by the Amendment dated as of August 18, 1994
(filed as Exhibit (99)(e) to the Form 8-K dated August 19, 1994).

(99)(m) First Amendment, dated as of December 15, 1995, to Amended *
and Restated Credit Agreement dated as of March 21, 1994,
among Nantucket Industries, Inc. and its subsidiaries and
Chemical Bank (filed as Exhibit 10(vv) to Form 10-Q
Report for the quarter ended November 25, 1995).

(99)(n) Loan and Security Agreement by and between *
Nantucket Industries, Inc. and Congress Financial Corp. dated
as of March 21, 1994 (filed as Exhibit (99)(b) to 1994 8-K).

(99)(o) Amendment No. 2 dated July 31, 1996, to Loan and Filed
Security Agreement dated as of March 21, 1994, Herewith
among Nantucket Industries, Inc. and Congress
Financial Corp.

(99)(p) Amendment No. 3 dated August 15, 1996, to Loan and Filed
Security Agreement dated as of March 21, 1994, Herewith
among Nantucket Industries, Inc. and Congress
Financial Corp.

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.

NANTUCKET INDUSTRIES, INC.

By:/s/ Ronald S. Hoffman
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Ronald S. Hoffman
Chief Financial Officer

Dated: August 29, 1996

INDEX TO EXHIBITS FILED HEREWITH
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Exhibit No. Description
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(3)(b) By-Laws as currently in effect.

(4)(f) Common Stock and Convertible Subordinated Debenture
Purchase Agreement dated as of August 13, 1996 by and
among Nantucket Industries, Inc. and NAN Investors, L.P.

(4)(g) Sixth Amendment dated as of August 15, 1996 to that
certain Rights Agreement dated as of September 6, 1988
between Nantucket Industries, Inc., and State Street Bank
& Trust Company.

99 (a) Amendment No. 2 dated August 9, 1996 to that certain
Employment Agreement dated as of May 26, 1992 by and
between Nantucket Industries, Inc. and Stephen P.
Sussman.

99(b) Amendment dated August 17, 1994 to that certain Severance
Agreement dated as of March 18, 1994 by and among
Nantucket Industries, Inc. George J. Gold and Donald D.
Gold.

99(c) Amendment No. 2 dated August 9, 1996 to that certain
Employment Agreement dated as of March 18, 1994 by and
between Nantucket Industries, Inc. and Stephen M.
Samberg.

99(d) Amendment dated August 9, 1996 to that certain Employment
Agreement dated as of January 1, 1996 by and between
Nantucket Industries, Inc. and Joseph Visconti.

99(e) Letter Agreement dated August 9, 1996 between Registrant
and Ronald S. Hoffman amending the change of control
provision in his employment agreement.

99(j) Letter Agreement dated as of June 30, 1996 between
Registrant and Ronald S. Hoffman, extending the term of
his employment to June 30, 1997.

99(o) Amendment No. 2 dated July 31, 1996, to Loan and Security
Agreement dated as of March 21, 1994, among Nantucket
Industries, Inc. and Congress Financial Corp.

99(p) Amendment No. 3 dated August 15, 1996, to Loan and
Security Agreement dated as of March 21, 1994, among
Nantucket Industries, Inc. and Congress Financial Corp.