SELECTED FINANCIAL DATA

               (In thousands, except per share and share amounts)




                                                     For the Years Ended January 31,

                                             2002           2001           2000          1999            1998
                                             ----           ----           ----          ----            ----

                                                                                    
INCOME STATEMENT DATA:
Net sales                               $   76,431     $   76,108     $   58,644     $   54,655     $   47,263
Gross profit                                13,137         11,310         10,488         10,374          9,195
Operating expenses                           9,549          8,619          7,191          6,451          6,157
Operating profit                             3,589          2,691          3,297          3,923          3,038
Income before income taxes                   2,816          1,485          2,509          3,222          2,590
Net income                                   1,970          1,123          1,748          2,080          1,600


Earnings per share - Basic              $      .74     $      .42     $      .66     $      .79     $      .63
                                        ==========     ==========     ==========     ==========     ==========

Earnings per share - Diluted            $      .73     $      .42     $      .65     $      .77     $      .61
                                        ==========     ==========     ==========     ==========     ==========
Weighted average common
 shares outstanding:
  Basic                                  2,663,600      2,645,446      2,653,950      2,642,170      2,558,541
  Diluted                                2,683,711      2,667,161      2,673,449      2,690,920      2,627,425


BALANCE SHEET DATA(at end of year):
Working capital                         $   16,766     $   16,047     $   15,909     $   12,403     $   18,903
Total assets                                42,417         38,628         34,770         27,160         25,812
Current liabilities                         22,778         20,052         16,551         12,915          5,007
Long-term liabilities                          609          1,981          2,759            465          9,217
Stockholders' equity                    $   18,727     $   16,537     $   15,405     $   13,725     $   11,518




                                       1




                              AUTIONARY STATEMENTS
- --------------------------------------------------------------------------------

     This report  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934.  Forward-looking  statements are all statements other than
statements  of  historical  fact  included in this  report,  including,  without
limitation, the statements under the headings "Business",  "Properties",  "Legal
Proceedings",  "Market for  Registrant's  Common  Stock and Related  Stockholder
Matters",  and "Management's  Discussion and Analysis of Financial Condition and
Results of Operations"  regarding the Company's financial  position,  liquidity,
capital  resources  and the Company's  strategic  alternatives,  future  capital
needs,  development  and capital  expenditures  (including the amount and nature
thereof),  future net  revenues,  business  strategies,  competitive  and supply
relationships  between  the  Company and its  primary  supplier,  new  products,
government  purchasing  patterns and contracts and other plans and objectives of
management of the Company for future operations and activities.

     We may  use  words  such  as  "believe",  "anticipate",  "expect",  "will",
"intend",  "estimate"  and  similar  expressions  to  identify  forward  looking
statements.  Forward-looking  statements  are based on certain  assumptions  and
analyses made by the Company in light of its  experience  and its  perception of
historical trends,  current  conditions,  expected future developments and other
factors it believes are appropriate  under the  circumstances.  These statements
are subject to a number of assumptions, risks and uncertainties,  and factors in
the Company's  other filings with the  Securities and Exchange  Commission  (the
"Commission"),   general   economic  and  business   conditions,   the  business
opportunities  that may be presented  to and pursued by the Company,  changes in
law or regulations  and other  factors,  many of which are beyond the control of
the Company.  Readers are cautioned that these  statements are not guarantees of
future  performance,   and  that  actual  results  or  developments  may  differ
materially  from  those  projected  in  the  forward-looking   statements.   All
subsequent  written  and oral  forward-looking  statements  attributable  to the
Company  or  persons  acting on its  behalf  are  expressly  qualified  in their
entirety by these cautionary statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

     The following  Management's  Discussion and Analysis of Financial Condition
and Results of Operations may include forward-looking statements with respect to
the Company's future financial performance. These forward-looking statements are
subject to various  risks and  uncertainties,  including  the factors  described
elsewhere in this Report,  that could cause actual results to differ  materially
from historical results or those currently anticipated.

Overview
- --------

     The Company  derives  the  majority  of its  revenues  from the sale of its
TyvekTM  disposable  limited/use  garments and secondarily from the sales of its
cut and heat resistant gloves, woven reusable garments, heat and fire protective
clothing, and chemical suits all to safety and mill supply distributors.

     The Company generally  recognizes revenues when it ships its product to its
customers.  Cost of goods sold  includes  all direct  costs to  manufacture  the
finished product,  plus related costs associated with inland or ocean freight on
incoming raw materials, customs duty and warehousing, and manufacturing overhead
expenses.  Selling  expenses include all salaries for sales and marketing staffs
together with other related  expenses such as sales  commissions,  travel costs,
trade shows,  advertising  and  delivery  expenses.  General and  administrative
expenses  include  salaries for  executives  and  administrative  and MIS staff,
together  with  related   expenses  such  as  travel  costs,   non-manufacturing
facilities costs and consulting and professional fees.

Result of Operations
- --------------------

     The  following  table  sets  forth  items  in  the  Company's  consolidated
statement of operations as a percentage of revenues for the periods indicated.


                                       2





                                                      Years Ended January 31,
                                                    2002        2001       2000
                                                    ----        ----       ----

   Revenues                                        100.0%      100.0%     100.0%
   Cost of Goods Sold                               82.8        85.1       82.1
   Selling, general and administrative expenses     12.5        11.3       12.3
   Depreciation and amortization expense              .8          .9        1.0
   Operating profit                                  4.7         3.5        5.6
   Interest expense, net                             1.1         1.6        1.4
   Income tax expense                                1.1          .48       1.3
   Net income                                        2.6         1.5        3.0
   EBITDA margin (1)                                 5.7         4.5        6.7

- -------------
(1)  EBITDA  (earnings before interest,  taxes,  depreciation and  amortization)
     margin represents EBITDA expressed as a percentage of revenues.

Fiscal Year Ended  January 31,  2002  Compared to Fiscal Year Ended  January 31,
2001
- --------------------------------------------------------------------------------

     Net Sales.Net sales for the year ended January 31,2002  increased  $323,000
or .42% to $76,431,000 from $76,108,000 for the year ended January 31, 2001. The
small increase in sales was principally  attributable  to recessionary  economic
conditions,  partially  offset by a  February  1,  2001  price  increase  in the
Company's TyvekTM line of products.

     Gross Profit. Gross profit for the year ended January 31, 2002 increased by
$1,827,000, or 16.2% to $13,137,000, or 17.2% of net sales, from $11,310,000, or
14.9% of net sales,  for the year ended  January  31,  2001.  Gross  profit as a
percentage of sales increased by 2.3% due to increased selling prices, offset by
an increase in the cost of raw materials  (from a major supplier and competitor,
DuPont) in February  2001,  and a $150,000  reserve for a customs  duty  dispute
related  to the  Company's  Canadian  subsidiary.  It is  anticipated  that  the
reserve,  set up in October  2001,  will be adequate to cover future  consulting
charges and duty payments, if any.

     Operating Expenses.  Operating expenses for the year ended January 31, 2002
increased  by  $929,000  or 10.8% to  $9,548,000,  or 12.5% of net  sales,  from
$8,619,000,  or 11.3% of net sales,  for the year ended  January 31, 2001.  This
increase was mainly due to higher freight costs, salaries and sales commissions,
accrued bonus,  insurance  expense,  and research and development  expense.  The
Company paid $60,000 (during fiscal 2002) in consulting fees for  representation
to Canadian officials regarding the customs duty dispute mentioned above.

     Interest  Expense.  Interest  expense  for the year ended  January 31, 2002
decreased by $366,000,  or 29.5% to $882,000 from  $1,248,000 for the year ended
January 31, 2001.  This  decrease was  principally  due to a decrease in average
borrowings under the Company's credit facility and to decreasing interest rates.

     Other  Income,  Net.  Other  income,  net  increased  due to the receipt of
$73,400 relating to the partial collection of an outstanding judgment.

     Income Tax Expense.  The  effective tax rate for the year ended January 31,
2002  and  2001  of 30 % and  24.4%  respectively,  deviates  from  the  Federal
statutory rate of 34%, mainly  attributable  to differing  foreign tax rates and
exemptions as well as to state income taxes.

     Net  Income.  As a result of the  foregoing,  net income for the year ended
January 31, 2002,  increased by $847,000 to $1,970,000  from  $1,123,000 for the
year ended January 31, 2001.


                                       3





Fiscal Year Ended  January 31,  2001  Compared to Fiscal Year Ended  January 31,
2000
- --------------------------------------------------------------------------------

     Net  Sales.  Net  sales  for the year  ended  January  31,  2001  increased
$17,464,000 or 29.8% to $76,108,000  from $58,644,000 for the year ended January
31, 2000. The increase in sales was  principally  attributable  to the Company's
ability to increase its production capacity, maintain adequate inventory levels,
and to the withdrawal of a major competitor from the TyvekTM  markets,  in which
the  Company  secured  certain  business.  The  Company  initiated a sales price
increase  effective with the commencement of fiscal 2002, which stimulated sales
during the last month of fiscal 2001.

     Gross Profit. Gross profit for the year ended January 31, 2001 increased by
$822,000,  or 7.8% to $11,310,000,  or 14.9% of net sales, from $10,488,000,  or
17.9% of net sales,  for the year  ended  January  31,  2000.  The gross  profit
percentage  decreased  as a result of an increase  in the cost of raw  materials
(from a major  supplier  [and  now  competitor]  in  February  2000)  without  a
corresponding   increase  in  selling  prices.  This  was  partially  offset  by
manufacturing efficiencies (due to the use of automated equipment) and to higher
sales  volume.  Competition  increased  during the second half of the year ended
January 31, 2001,  most severely in the fourth quarter as the industry's  newest
competitor  lowered prices to gain market share. In most cases,  the Company was
forced  to meet  the  competition.  The  second  half of  fiscal  2001  was also
negatively  affected by the  relocation  of  manufacturing  from an  independent
contractor to the company's facility in Missouri.

     Operating Expenses.  Operating expenses for the year ended January 31, 2001
increased by $1,428,000 or 19.9%,  to  $8,619,000,  or 11.3% of net sales,  from
$7,191,000,  or 12.3% of net sales,  for the year ended  January 31,  2000.  The
increase  in  operating  expenses is  principally  as a result of higher cost of
freight,  sales commissions,  travel and show participation and use of temporary
help due to higher sales volume, and also to increased medical expense, research
and development expense.

     Interest  Expense.  Interest  expense  for the year ended  January 31, 2001
increased by $426,000,  or 52% to  $1,248,000  from  $821,000 for the year ended
January 31,  2000.  Interest  expense  increase  was  principally  due to higher
interest costs reflecting an increase in average  borrowings under the Company's
credit  facility and to  increasing  interest  rates.

     Income Tax Expense.  The  effective tax rate for the year ended January 31,
2001  and  2000 of 24.4%  and  30.3%  respectively,  deviates  from the  Federal
statutory rate of 34%, mainly  attributable  to differing  foreign tax rates and
exemptions  as well as to state  income  taxes.

     Net  Income.  As a result of the  foregoing,  net income for the year ended
January 31, 2001  decreased by $625,000 to $1,123,000  from  $1,748,000  for the
year ended January 31, 2000.

- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES

     Liquidity and Capital Resources.  The Company's working capital is equal to
$16,766,000  at January 31, 2002.  The  Company's  primary  sources of funds for
conducting  its  business  activities  have  been from  cash  flow  provided  by
operations  and borrowings  under its credit  facilities.  The Company  requires
liquidity and working  capital  primarily to fund increases in  inventories  and
accounts  receivable  associated with sales growth and, to a lesser extent,  for
capital expenditures.

     Net cash used in  operating  activities  was  $970,000  for the year  ended
January  31,  2002  and was due  primarily  to an  increase  in  inventories  of
$3,819,000  and a decrease in accounts  payable of  $1,731,000  and offset by an
increase in accounts  receivable of $1,174,000 and net income from operations of
$1,970,000.

     Net cash  provided by financing  activities  of  $2,778,000  was  primarily
attributable  to net borrowings  during the year in connection  with a term loan
and revolving credit facility. The revolving credit facility permits the Company
to borrow up to a maximum of $18 million.

     The revolving credit agreement  expires on July 31, 2002, and has therefore
been classified as a short-term  liability in the accompanying  balance sheet at
January 31, 2002.  Borrowings  under the revolving  credit facility  amounted to
approximately  $15,953,000  at January 31, 2002.  The maturity  date on the five
year $3 million  term-loan  agreement  entered  into in  November  1999 has been
accelerated  to expire on March 31, 2003.

     The  Company  believes  that  cash flow from  operations  and the  expected
renewal  of the  revolving  credit  facility  will be  sufficient  to  meet  its
currently   anticipated   operating,   capital  expenditures  and  debt  service
requirements for at least the next 12 months.

Foreign Currency Activity
- -------------------------

     The  Company's  foreign  exchange  exposure is  principally  limited to the
relationship  of the U.S.  Dollar to the Mexican Peso,  Canadian  Dollar and the
Chinese RMB.


                                        4





QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market Risk
- -----------

     The Company is exposed to market risk,  including changes in interest rates
and  currency  exchange  rates.  To  manage  the  volatility  relating  to these
exposures,  the Company  seeks to limit,  to the extent  possible  its  non-U.S.
dollar denominated purchases and sales. Foreign exchange risk occurs principally
with regard to Canadian subsidiary sales.

Foreign Exchange Risk Management
- --------------------------------

     As a  multinational  corporation,  the  Company  is  exposed  to changes in
foreign   exchange   rates.  As  the  Company's   non-denominated   U.S.  dollar
international sales grow, exposure to volatility in exchange rates could have an
adverse  impact on the Company's  financial  results.  The  Company's  risk from
exchange rate changes is presently  related to non-dollar  denominated  sales in
Canada.

Interest Rate Risk
- ------------------

     The Company is exposed to interest  rate change market risk with respect to
its credit  facility  with a financial  institution  which is priced  based upon
LIBOR  or  30  day  commercial  paper  interest  rates.  At  January  31,  2002,
$17,207,000 was outstanding under the term-loan and revolving credit facilities.
Changes in the above  described  interest  rates during  fiscal 2002 will have a
positive  or  negative  effect  on  the  Company's  interest  expense.  Each  1%
fluctuation in one or both of the above rates will increase or decrease interest
expense  for the  Company by  approximately  $172,000.  Each 1%  fluctuation  in
interest  rates earned would not increase or decrease  interest  income on these
deposits by a significant amount.

Unaudited  Quarterly  Results of Operations (In thousands,  except for per share
amounts):






                                                                            
Fiscal Year Ended January 31, 2002:        1/31/02        10/31/01        7/31/01        4/30/01

Net Sales                                 $ 19,858        $ 19,206       $ 17,932       $ 19,435
Cost of Sales                               16,335          16,202         14,719         16,038
                                          --------        --------       --------       --------

Gross Profit                            $  3,523        $  3,004       $  3,213       $  3,397
                                          ========        ========       ========       ========

Net Income                                $    367        $    384       $    530       $    689
                                          ========        ========       ========       ========

Basic and Diluted income per
common share:

Basic                                     $   0.14        $   0.14       $   0.20       $   0.26
                                          ========        ========       ========       ========

Diluted                                   $   0.13        $   0.14       $   0.20       $   0.26
                                          ========        ========       ========       ========


Fiscal Year Ended January 31, 2001:        1/31/01        10/31/00        7/31/00        4/30/00

Net Sales                                 $ 20,130        $ 15,762       $ 18,109       $ 22,107
Cost of Sales                               17,802          13,353         14,890         18,753
                                          --------        --------       --------       --------

Gross Profit                              $  2,328        $  2,409       $  3,219       $  3,354
                                          ========        ========       ========       ========

Net Income (loss)                         $    (64)       $    150       $    376       $    661
                                          ========        ========       ========       ========

Basic and Diluted income (loss) per
common share:

Basic                                     $   (.03)       $   0.06       $   0.14       $   0.25
                                          ========        ========       ========       ========

Diluted                                   $   (.03)       $   0.06       $   0.14       $   0.25
                                          ========        ========       ========       ========





                                        5





MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS

     The Common Stock is listed on the Nasdaq  National  Market under the symbol
"LAKE".  The following  table sets forth for the periods  indicated the high and
low sales prices for the Common Stock as reported by the Nasdaq National Market.
The Company has a January 31, fiscal year end.



                                                                  Price Range
                                                                of Common Stock
                                                                ---------------
                                                             High               Low
                                                             ----               ---


                                                                         
Fiscal 2002
  First Quarter ended April 30, 2001. . . . . . . . . . . . . $   5            $3.99
  Second Quarter ended July 31, 2001 . . . . . . . . . . . .   6.95            3.937
  Third Quarter ended October 31, 2001 . . . . . . . . . . .  13.74             5.75
  Fourth Quarter ended January 31, 2002. . . . . . . . . . .  13.10             8.11
  First Quarter Fiscal 2003 (through April 19, 2002) . . . .  10.45             8.55



Fiscal 2001
  First Quarter ended April 30, 2000. . . . . . . . . . . . . $4.75            $3.75
  Second Quarter ended July 31, 2000 . . . . . . . . . . . .   7.50            5.375
  Third Quarter ended Oct. 31, 2000 . . . . . . . . . . . . .  6.50             4.75
  Fourth Quarter ended January 31, 2001. . . . . . . . . . .   5.25            3.375





     As of April 17, 2002, there were  approximately 77 record holders of shares
of  Common  Stock.  There  are  believed  to  be in  excess  of  500  beneficial
shareholders  in addition to those of record,  since over 1.0 million shares are
held in "street" name by Cede & Co., a large financial clearing house.

     The Company,  on March 5, 2002 announced that it plans to issue a 10% Stock
Dividend  payable  to  holders of record as at July 31,  2002.  This  policy may
continue  on an annual  basis,  subject to approval  by the  Company's  Board of
Directors. The Company feels that over time that this dividend will increase the
share float and trading  activity in the Company's stock. The Company intends to
retain any future earnings, for the operation and expansion of its business. The
payment  and  rate of  future  cash  dividends,  if any,  will  depend  upon the
Company's  earnings,  financial  condition,  capital  requirements,  contractual
restrictions  under  its  agreement  with its  institutional  lender  and  other
factors.


                                        6





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
  Lakeland Industries, Inc. and Subsidiaries

     We have audited the  accompanying  consolidated  balance sheets of Lakeland
Industries,  Inc. and  Subsidiaries  (the  "Company") as of January 31, 2002 and
2001, and the related  consolidated  statements of income,  stockholders' equity
and cash flows for each of the three years in the period ended January 31, 2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
the  Company as of January 31, 2002 and 2001,  and the  consolidated  results of
their operations and their  consolidated  cash flows for each of the three years
in the period ended January 31, 2002, in conformity with  accounting  principles
generally accepted in the United States of America.

     We have also audited  Schedule II - Valuation and  Qualifying  Accounts for
each of the three years in the period ended  January 31,  2002.  In our opinion,
this schedule,  when  considered in relation to the basic  financial  statements
taken as a whole,  presents fairly,  in all material  respects,  the information
therein.


GRANT THORNTON LLP


Melville, New York April 15, 2002


                                        7





                            Lakeland Industries, Inc.
                                and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS



                                                                         January 31,
                                                                     2002           2001
                                                                     ----           ----


                                                                               
ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                            $ 1,760,635    $   784,578
 Accounts receivable, net of allowance for doubtful accounts of
   $221,000 at January 31, 2002 and 2001                                9,600,738     10,858,288
 Inventories                                                           26,529,150     22,710,083
 Prepaid income taxes                                                     242,029        461,113
 Deferred income taxes                                                    888,000        624,000
 Other current assets                                                     524,274        660,777
                                                                      -----------    -----------

    Total current assets                                               39,544,826     36,098,839
PROPERTY AND EQUIPMENT, NET                                             2,218,459      1,978,070
OTHER ASSETS, NET                                                         654,200        551,057
                                                                      -----------    -----------
                                                                      $42,417,485    $38,627,966
                                                                      ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                                                     $ 4,759,373    $ 6,490,447
 Accrued compensation and benefits                                        782,168        418,320
 Other accrued expenses                                                   208,853        207,795
 Current portion of long-term debt                                     17,028,032     12,935,416
                                                                      -----------    -----------
    Total current liabilities                                          22,778,426     20,051,978
LONG-TERM DEBT                                                            179,104      1,499,207
PENSION LIABILITY                                                         430,001        482,269
DEFERRED INCOME TAXES                                                     303,000         58,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
 Preferred stock, $.01 par; 1,500,000 shares
  authorized; none issued
 Common stock, $.01 par; 10,000,000 shares authorized;
  2,684,600 and 2,646,000 shares issued and outstanding
  at January 31, 2002 and 2001, respectively                               26,846         26,460
 Additional paid-in capital                                             6,360,741      6,140,221
 Retained earnings                                                     12,339,367     10,369,831
                                                                      -----------    -----------
                                                                       18,726,954     16,536,512
                                                                      -----------    -----------
                                                                      $42,417,485    $38,627,966
                                                                      ===========    ===========





The accompanying notes are an integral part of these statements.


                                        8





                                                 Lakeland Industries, Inc.
                                                      and Subsidiaries

                                               CONSOLIDATED STATEMENTS OF INCOME



                                                Fiscal year ended January 31,

                                               2002            2001             2000
                                               ----            ----             ----

                                                                    
Net sales                                  $ 76,431,245     $ 76,108,038     $ 58,644,181
Cost of goods sold                           63,293,922       64,797,943       48,155,753
                                           ------------     ------------     ------------

    Gross profit                             13,137,323       11,310,095       10,488,428
                                           ------------     ------------     ------------


Operating expenses
 Selling and shipping                         5,414,400        4,825,331        4,177,171
 General and administrative                   4,133,790        3,793,745        3,013,780
                                           ------------     ------------     ------------


    Total operating expenses                  9,548,190        8,619,076        7,190,951
                                           ------------     ------------     ------------


    Operating profit                          3,589,133        2,691,019        3,297,477
                                           ------------     ------------     ------------


Other income(expense)
 Interest expense                              (881,948)      (1,247,708)        (821,333)
 Interest income                                 17,311           26,595           25,716
 Other income - net                              91,040           15,472            7,346
                                           ------------     ------------     ------------


    Total other expense                        (773,597)      (1,205,641)        (788,271)
                                           ------------     ------------     ------------


    Income before income taxes                2,815,536        1,485,378        2,509,206

Income tax expense                             (846,000)        (362,000)        (761,000)
                                           ------------     ------------     ------------


    NET INCOME                             $  1,969,536     $  1,123,378     $  1,748,206
                                           ============     ============     ============


Net income per common share
 Basic                                     $        .74     $        .42     $        .66
                                           ============     ============     ============

 Diluted                                   $        .73     $        .42     $        .65
                                           ============     ============     ============


Weighted average common shares
outstanding
 Basic                                        2,663,600        2,645,446        2,653,950
                                           ============     ============     ============

 Diluted                                      2,683,711        2,667,161        2,673,449
                                           ============     ============     ============





The accompanying notes are an integral part of these statements.


                                        9





                            Lakeland Industries, Inc.
                                and Subsidiaries

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

               Fiscal years ended January 31, 2002, 2001 and 2000





                                             Common stock
                                             ------------
                                                                      Additional
                                                                        paid-in         Retained
                                       Shares            Amount         capital         earnings           Total
                                       ------            ------         -------         --------           -----

                                                                                        
Balance, January 31, 1999             2,660,500     $     26,605     $  6,199,656     $  7,498,247     $ 13,724,508
Net income                                                                               1,748,206        1,748,206
Purchase and retirement
 of common stock                        (16,500)            (165)         (67,165)                          (67,330)
                                      ---------     ------------     ------------     ------------     ------------

Balance, January 31, 2000             2,644,000           26,440        6,132,491        9,246,453       15,405,384
Net income                                                                               1,123,378        1,123,378
Exercise of stock options                 2,000               20            7,730                             7,750
                                      ---------     ------------     ------------     ------------     ------------

Balance, January 31, 2001             2,646,000           26,460        6,140,221       10,369,831       16,536,512
Net income                                                                               1,969,536        1,969,536
Exercise of stock options                38,600              386          125,864                           126,250
Stock option income tax benefit                                            94,656                            94,656
                                      ---------     ------------     ------------     ------------     ------------

Balance, January 31, 2002             2,684,600     $     26,846     $  6,360,741     $ 12,339,367     $ 18,726,954
                                      =========     ============     ============     ============     ============




The accompanying notes are an integral part of this statement.


                                       10





                           Lakeland Industries, Inc.
                                and Subsidiaries

                     CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                   Fiscal year ended January 31,
                                                                               2002            2001            2000
                                                                               ----            ----            ----

                                                                                                  
Cash flows from operating activities
 Net income                                                                $ 1,969,536     $ 1,123,378     $ 1,748,206
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities
    Deferred income taxes                                                      (19,000)         40,000         (95,000)
    Depreciation and amortization                                              689,969         699,304         598,095
    Provision for bad debts                                                     83,965          30,176          20,700
    Stock option income tax benefit                                             94,656
    (Increase) decrease in operating assets
      Accounts receivable                                                    1,173,585      (2,508,987)     (1,656,836)
      Inventories                                                           (3,819,067)       (242,688)     (6,356,485)
      Prepaid income taxes and other
       current assets                                                          355,587        (799,556)        159,533
      Other assets                                                             (80,832)       (187,882)        (20,823)
    Increase (decrease) in operating liabilities
      Accounts payable                                                      (1,731,074)      2,247,573       2,787,684
      Accrued expenses and other liabilities                                   312,638          11,073         (43,480)
                                                                           -----------     -----------     -----------

    Net cash provided by (used in)
     operating activities                                                     (970,037)        412,391      (2,858,406)
                                                                           -----------     -----------     -----------

Cash flows from investing activities
 Purchases of property and equipment                                          (831,919)       (751,046)     (1,049,124)
                                                                           -----------     -----------     -----------

    Net cash used in investing activities                                     (831,919)       (751,046)     (1,049,124)
                                                                           -----------     -----------     -----------

Cash flows from financing activities
 Net borrowings under credit agreements                                      2,772,513         464,942       3,241,818
 Proceeds from exercise of stock options                                       126,250           7,750
 Purchase and retirement of common stock                                                                       (67,330)
 Deferred financing costs                                                     (120,750)                        (52,500)
                                                                           -----------     -----------     -----------

    Net cash provided by financing activities                                2,778,013         472,692       3,121,988
                                                                           -----------     -----------     -----------

    NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                                                     976,057         134,037        (785,542)

Cash and cash equivalents at beginning of year                                 784,578         650,541       1,436,083
                                                                           -----------     -----------     -----------

Cash and cash equivalents at end of year                                   $ 1,760,635     $   784,578     $   650,541
                                                                           ===========     ===========     ===========





The accompanying notes are an integral part of these statements


                                       11





                   Lakeland Industries, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         January 31, 2002, 2001 and 2000

NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

1. Business
- -----------

     Lakeland  Industries,  Inc. and Subsidiaries  (the  "Company"),  a Delaware
corporation, organized in April 1982, is engaged primarily in the manufacture of
personal safety protective work clothing. The principal market for the Company's
products is in the United States. No customer accounted for more than 10% of net
sales during the fiscal years ended January 31, 2002, 2001 and 2000.

2. Principles of Consolidation
- ------------------------------

     The accompanying  consolidated financial statements include the accounts of
the Company and its wholly-owned  subsidiaries,  Laidlaw, Adams & Peck, Inc. and
Subsidiary  (MeiYang  Protective  Products Co.,  Ltd. (a Chinese  corporation)),
Lakeland Protective Wear, Inc. (a Canadian corporation), Weifang Lakeland Safety
Products Co. Ltd. (a Chinese corporation) and Lakeland de Mexico S.A. de C.V. (a
Mexican  corporation).  All significant  intercompany  accounts and transactions
have been eliminated.

3. Revenue Recognition
- ----------------------

     Revenue is  recognized  when title passes to the customer  upon shipment of
goods.

4. Inventories
- --------------

     Inventories  are stated at the lower of cost or market.  Cost is determined
on the first-in, first-out method.

5. Property and Equipment
- -------------------------

     Property and equipment are stated at cost.  Depreciation  and  amortization
are provided for in amounts  sufficient to relate the cost of depreciable assets
to operations  over their estimated  service lives,  on a  straight-line  basis.
Leasehold  improvements  and leasehold  costs are amortized over the term of the
lease or service lives of the improvements,  whichever is shorter.  The costs of
additions  and  improvements  which  substantially  extend the useful  life of a
particular  asset are capitalized.  Repair and maintenance  costs are charged to
expense.

6. Excess of Cost Over the Fair Value of Net Assets Acquired
- ------------------------------------------------------------

     The excess of cost over the fair value of net assets acquired (goodwill) is
amortized on a straight-line  basis over a 30-year period.  On an ongoing basis,
management  reviews the  valuation  and  amortization  of goodwill to  determine
possible  impairment by considering  current operating results and comparing the
carrying value to the anticipated  undiscounted future cash flows of the related
assets. Included in other assets in the accompanying consolidated balance sheets
is goodwill aggregating $249,000 and $269,000,  net of accumulated  amortization
of $296,000 and $276,000 at January 31, 2002 and 2001, respectively.

7. Shipping and Handling Costs
- ------------------------------

     The Company includes  shipping and handling fees billed to customers in net
sales.  Shipping and handling costs associated with inbound freight are included
in cost of sales.  Shipping and handling costs  associated with outbound freight
are  included in selling and  shipping  expenses  and  aggregated  approximately
$1,532,000,  $1,381,000  and  $1,182,000  in the fiscal years ended  January 31,
2002, 2001 and 2000, respectively.


                                       12





                   Lakeland Industries, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                         January 31, 2002, 2001 and 2000
NOTE A(continued)
- -----------------
8. Research and Development Costs
- ---------------------------------

     Research  and  development  costs are  expensed as incurred and included in
general  and  administrative   expenses.   Research  and  development   expenses
aggregated  approximately  $378,000,  $160,000  and $22,000 in the fiscal  years
ended January 31, 2002, 2001 and 2000, respectively.

9. Income Taxes
- ---------------

     Deferred  income taxes are  recognized  for temporary  differences  between
financial  statement  and income tax bases of assets  and  liabilities  and loss
carryforwards  and tax credit  carryforwards  for which  income tax benefits are
expected  to be  realized  in  future  years.  A  valuation  allowance  would be
established  to reduce  deferred  tax assets if it is more  likely than not that
all, or some  portion of, such  deferred  tax assets will not be  realized.  The
effect on deferred taxes of a change in tax rates is recognized in income in the
period that includes the enactment date.

10. Earnings Per Share
- ----------------------

     Basic earnings per share are based on the weighted average number of common
shares  outstanding  without  consideration of potential common shares.  Diluted
earnings  per share  are  based on the  weighted  average  number of common  and
potential common shares  outstanding.  The potential common shares for the years
ended  January  31,  2002,  2001 and  2000  were  20,111,  21,715,  and  19,499,
respectively,  representing  the dilutive  effect of stock options.  The diluted
earnings per share  calculation takes into account the shares that may be issued
upon exercise of stock  options,  reduced by the shares that may be  repurchased
with the funds received from the exercise, based on the average price during the
fiscal year. Options to purchase 1,000, 5,000, and 3,000 shares of the Company's
common stock have been excluded  from the  computation  of diluted  earnings per
share in 2002, 2001 and 2000,  respectively,  as their inclusion would have been
antidilutive.

11. Statement of Cash Flows
- ---------------------------

     The Company  considers  highly liquid  temporary cash  investments  with an
original  maturity  of  three  months  or  less  to be  cash  equivalents.  Cash
equivalents  consist  of  money  market  funds.  The  market  value  of the cash
equivalents  approximates  cost.  Foreign  denominated cash and cash equivalents
were  approximately  $1,371,000  and  $334,000  at  January  31,  2002 and 2001,
respectively.

     Supplemental cash flow information for the fiscal years ended January 31 is
as follows:
                            2002           2001              2000
                            ----           ----              ----

Interest paid             $881,934      $1,238,448         $783,664
Income taxes paid          606,700         688,412          693,456

12. Concentration of Credit Risk
- --------------------------------

     Financial   instruments,   which   potentially   subject   the  Company  to
concentration  of  credit  risk,  consist   principally  of  trade  receivables.
Concentration  of credit risk with  respect to these  receivables  is  generally
diversified  due to the  large  number  of  entities  comprising  the  Company's
customer base and their dispersion across  geographic areas  principally  within
the United States. The Company routinely addresses the financial strength of its
customers  and, as a  consequence,  believes  that it's  receivable  credit risk
exposure is limited.


                                       13






                   Lakeland Industries, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                         January 31, 2002, 2001 and 2000
NOTE A(continued)
- -----------------
13. Foreign Operations and Foreign Currency Translation
- -------------------------------------------------------

     The  Company  maintains  manufacturing   operations  and  uses  independent
contractors  in Mexico and the People's  Republic of China.  It also maintains a
sales and  distribution  entity located in Canada.  The Company is vulnerable to
currency risks in these countries.

     The monetary assets and liabilities of the Company's foreign operations are
translated into U.S. dollars at current exchange rates,  while nonmonetary items
are  translated  at  historical  rates.  Revenues  and  expenses  are  generally
translated at average exchange rates for the year.  Transaction gains and losses
that arise from exchange rate  fluctuations  on  transactions  denominated  in a
currency  other than the  functional  currency  are  included  in the results of
operations  as incurred  and  aggregated  approximately  $129,000,  $107,000 and
$60,000  for  the  fiscal  years  ended   January  31,  2002,   2001  and  2000,
respectively.

14. Use of Estimates
- --------------------

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and disclosures of contingent  assets and liabilities at
year-end and the reported  amounts of revenues and expenses during the reporting
period.  Actual  results  could  differ from those  estimates.  The  significant
estimates include the allowance for doubtful accounts and inventory reserves. It
is  reasonably  possible  that events could occur during the upcoming  year that
could change such estimates.

15.Reclassifications
- --------------------

     Certain prior year amounts have been  reclassified to conform with the 2002
presentation.

16. Effects of Recent Accounting Pronouncements
- -----------------------------------------------

     On July 20, 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible  Assets." The new
standards require that all business  combinations  initiated after June 30, 2001
be accounted for under the purchase method.  In addition,  all intangible assets
acquired that are obtained through contractual or legal right, or are capable of
being  separately  sold,  transferred,  licensed,  rented or exchanged  shall be
recognized  as an asset  apart from  goodwill.  Goodwill  and  intangibles  with
indefinite lives will no longer be subject to amortization,  but will be subject
to at least an annual  assessment  for impairment by applying a fair value based
test. The impact of adopting these  statements is not expected to be material to
the Company's financial position or results of operations.

     In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived  Assets." This statement is effective for fiscal years
beginning  after  December  15,  2001.  SFAS No. 144  clarifies  accounting  and
reporting for assets held for sale,  scheduled for abandonment or other disposal
and  recognition of impairment  loss related to the carrying value of long-lived
assets.  The impact of adopting this statement is not expected to be material to
the Company's financial position or results of operations.

NOTE B - INVENTORIES
- --------------------

Inventories consist of the following at January 31:

                                                  2002                 2001
                                                  ----                 ----
Raw materials                                 $ 6,248,990         $ 4,088,498
Work-in-process                                 3,997,470           6,467,779
Finished goods                                 16,282,690          12,153,806
                                              -----------         -----------
                                              $26,529,150         $22,710,083
                                              ===========         ===========


                                       14





                           Lakeland Industries, Inc.
                                and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                        January 31, 2002, 2001 and 2000

NOTE C - PROPERTY AND EQUIPMENT
- -------------------------------

Property and equipment consist of the following at January 31:



                                                    Useful life
                                                      in years             2002           2001
                                                      --------             ----           ----

                                                                              
Machinery and equipment                                3 - 10          $4,484,416      $4,701,148
Furniture and fixtures                                 3 - 10             175,016         261,737
Leasehold improvements                               Lease term           671,694         703,958
                                                                          -------         -------
                                                                        5,331,126       5,666,843
Less accumulated depreciation and amortization                         (3,112,667)     (3,688,773)
                                                                       ----------      ----------
                                                                       $2,218,459      $1,978,070
                                                                       ==========      ==========




NOTE D - FAIR VALUE OF FINANCIAL INSTRUMENTS
- --------------------------------------------

     The Company's  principal  financial  instrument consists of its outstanding
revolving  credit facility and term loan. The Company believes that the carrying
amount of such debt  approximates the fair value as the variable  interest rates
approximate the current prevailing interest rate.

NOTE E - LONG-TERM DEBT
- -----------------------

Long-term debt consist of the following at January 31:

                                             2002                        2001
                                             ----                        ----

Revolving credit facility                 $15,953,432                $12,335,416
Term loan                                   1,253,704                  2,099,207
                                          -----------                 ----------
                                           17,207,136                 14,434,623
Less current portion                       17,028,032                 12,935,416
                                          -----------                 ----------

Long-term debt                            $   179,104                 $1,499,207
                                          ===========                 ==========
Revolving Credit Facility

     The Company's agreement with its lending institution,  as amended, provides
the Company with a revolving line of credit facility of $18 million. This credit
facility,  which is based on a percentage of eligible  accounts  receivable  and
inventory  as  defined,  bears  interest  at LIBOR plus 2% (3.83% at January 31,
2002).  The  agreement  was amended on March 9, 2001 to (i) extend the  maturity
date to October  31,  2001,  (ii) modify the  interest  rate,  and (iii)  modify
certain financial  covenants.  The agreement was amended on July 12, 2001 to (i)
extend the maturity date to July 31, 2002,  (ii)  increase the amount  available
under the revolving  line of credit from $14 million to a percentage of eligible
accounts  receivable  and inventory as defined,  up to a maximum of $18 million,
(iii) modify the interest  rate, and (iv) modify a certain  financial  covenant.
The  agreement  was amended on December  31, 2001 to modify a certain  financial
covenant.

     The maximum  amounts  borrowed under the credit  facility during the fiscal
years  ended  January  31,  2002  and 2001  were  $17,700,000  and  $14,000,000,
respectively,  and the average  interest rates during the periods were 5.93% and
8.1%,  respectively.   At  January  31,  2002,  the  Company  had  approximately
$2,047,000 in availability under the agreement.


                                       15





                   Lakeland Industries, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                         January 31, 2002, 2001 and 2000
NOTE E(continued)
- -----------------
Term Loan

     In November  1999,  the Company  entered into a $3,000,000,  five-year term
loan. On March 9, 2001, the Company accelerated the term loan to expire on March
31,  2003.  The term loan is payable in monthly  installments  of $89,550,  plus
interest  payable at the  30-day  commercial  paper  rate plus  2.45%  (4.18% at
January 31, 2002).

     The credit facility and term loan are  collateralized  by substantially all
of the  assets  of the  Company  and  guaranteed  by  certain  of the  Company's
subsidiaries.  The credit  facility and term loan contain  financial  covenants,
including,  but not limited to,  minimum  levels of earnings and  maintenance of
minimum tangible net worth and other certain ratios at all times.

NOTE F - STOCKHOLDERS' EQUITY AND STOCK OPTIONS
- -----------------------------------------------

     The Nonemployee Directors' Option Plan (the "Directors' Plan") provides for
an automatic  one-time grant of options to purchase 5,000 shares of common stock
to each  nonemployee  director  elected or appointed to the Board of  Directors.
Under the Directors'  Plan,  60,000 shares of common stock have been  authorized
for  issuance.  Options are granted at not less than fair market  value,  become
exercisable  commencing  six months  from the date of grant and expire six years
from the date of grant. In addition, all nonemployee directors re-elected to the
Company's  Board of Directors  at any annual  meeting of the  stockholders  will
automatically be granted  additional  options to purchase 1,000 shares of common
stock on each of such dates.  In April 1997,  the Company  extended  the term on
5,000 expiring options for an additional six years.

     The  Company's  1986  Incentive  and  Nonstatutory  Stock  Option Plan (the
"Plan")  provides for the granting of incentive  stock options and  nonstatutory
options.  The Plan  provides  for the  grant of  options  to key  employees  and
independent  sales  representatives  to  purchase  up to  400,000  shares of the
Company's common stock,  upon terms and conditions  determined by a committee of
the Board of Directors,  which administers the plan.  Options are granted at not
less than fair market  value (110  percent of fair market  value as to incentive
stock options granted to ten percent  stockholders)  and are exercisable  over a
period not to exceed ten years (five years as to incentive stock options granted
to ten percent stockholders).

     The  Company  has  adopted  the  disclosure  provisions  of SFAS  No.  123,
"Accounting for Stock-Based  Compensation" ("SFAS 123"). The Company applies APB
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees,"  and  related
interpretations in accounting for its plans and does not recognize  compensation
expense for its  employee  stock-based  compensation  plans.  If the Company had
elected to recognize  compensation expense based upon the fair value at the date
of  grant  for  awards  under  these  plans,  consistent  with  the  methodology
prescribed  by SFAS 123, the effect on the Company's net income and earnings per
share as reported would be reduced for the years ended January 31, 2002 and 2001
to the pro forma amounts indicated below:


                                                 2002                 2001
                                                 ----                 ----
Net income
  As reported                                 $1,969,536          $1,123,378
  Pro forma                                    1,965,606           1,116,338
Basic earnings per common share
  As reported                                       $.74                $.42
  Pro forma                                          .74                 .42
Diluted earnings per common share
  As reported                                       $.73                $.42
  Pro forma                                          .73                 .42


                                       16





                   Lakeland Industries, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                         January 31, 2002, 2001 and 2000
NOTE F(continued)
- -----------------

     The fair value of these  options was  estimated  at the date of grant using
the Black-Scholes  option-pricing  model with the following  assumptions for the
years  ended  January  31, 2002 and 2001:  expected  volatility  of 57% and 55%,
respectively;  risk-free interest rate of 5.0% and 6.3%, respectively;  expected
dividend yield of 0.0%; and expected life of six years.  No options were granted
or vested during the year ended January 31, 2000.

     Additional  information  with respect to the Company's plans for the fiscal
years ended January 31, 2002, 2001 and 2000 is summarized as follows:



                                                                        2002
                                                 --------------------------------------------------
                                                    Directors' Plan                 Plan
                                                 -----------------------      ---------------------
                                                               Weighted-                  Weighted-
                                                 Number         average       Number       average
                                                   of          exercise         of         exercise
                                                 shares          price        shares        price
                                                 -----------------------      ---------------------
                                                                              
Shares under option
 Outstanding at beginning of year                 8,000       $   5.53        52,500      $   3.06
  Granted                                         1,000           6.69
  Exercised                                                                  (38,600)         3.27
                                                  -----                      -------
 Outstanding and exercisable at end of year       9,000           5.48        13,900          2.70
                                                  =====                      =======
Weighted-average remaining contractual
 life of options outstanding                     2.7 years                   2.5 years

Weighted-average fair value per shares of
 options granted during 2002                                   $   6.69





                                                                        2001
                                                  --------------------------------------------------
                                                     Directors' Plan                 Plan
                                                  ----------------------      ----------------------
                                                               Weighted-                   Weighted-
                                                  Number       average        Number        average
                                                    of         exercise         of         exercise
                                                  shares         price        shares         price
                                                  ----------------------      ----------------------
                                                                                 
Shares under option
 Outstanding at beginning of year                 8,000          $4.81        52,500         $3.06
  Granted                                         2,000           5.94
  Exercised                                      (2,000)          3.88
                                                  -----                      -------

 Outstanding and exercisable at end of year       8,000           5.33        52,500          3.06
                                                  =====                       ======

Weighted-average remaining contractual
 life of options outstanding                     3.3 years                    4 years

Weighted-average fair value per shares of
 options granted during 2001                                      $5.94



                                       17





                           Lakeland Industries, Inc.
                                and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                         January 31,2002, 2001 and 2000

NOTE F(continued)
- -----------------


                                                                               2000
                                                       -------------------------------------------------------
                                                           Directors' Plan                    Plan
                                                       ------------------------        -----------------------
                                                                      Weighted-                      Weighted-
                                                       Number          average         Number         average
                                                         of            exercise          of           exercise
                                                       shares           price          shares          price
                                                       ------           -----          ------          -----
                                                                                           
Shares under option
 Outstanding at beginning of year                       8,000           $4.81          52,500          $3.06
                                                        -----           -----          ------          -----

 Outstanding and exercisable at end of year             8,000            4.81          52,500           3.06
                                                        =====            ====          ======          =====

Weighted-average remaining contractual
 life of options outstanding                           2.6 years                       5 years



     Summarized  information about stock options outstanding under the two plans
at January 31, 2002 is as follows:

                       Options outstanding and exercisable
                       -----------------------------------

                                          Weighted-
                          Number           average
                       Outstanding        remaining        Weighted-
                           at            contractual        average
  Range of              January            life in         exercise
exercise prices         31, 2002            years            price
- ---------------         --------            -----            -----

$2.25 - 3.38             11,900              1.83           $ 2.50
3.39 - 5.13               7,000              2.93             3.96
5.14 - 6.69               3,000              4.83             6.19
   10.75                  1,000              2.50            10.75
$2.25 - 10.75            22,900              2.59             3.79


NOTE G - INCOME TAXES
- ---------------------

     The provision for income taxes is summarized as follows:

                                             Year ended January 31,
                               -------------------------------------------------
                                  2002                2001               2000
                                  ----                ----               ----

Current
 Federal                       $ 719,000           $ 189,000          $ 756,000
 State                            78,000              27,000            100,000
 Foreign                          68,000             106,000
                               ---------             -------          ----------

                                 865,000             322,000            856,000

 Deferred                        (19,000)             40,000            (95,000)
                               ---------             -------          ----------

                               $ 846,000           $ 362,000          $ 761,000
                               =========           =========          =========


                                       18





                   Lakeland Industries, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                         January 31, 2002, 2001 and 2000
NOTE G(continued)
- -----------------

     The following is a  reconciliation  of the effective income tax rate to the
Federal statutory rate:
                                                     Year ended January 31,
                                                 --------------------------
                                                 2002       2001       2000
                                                 ----       ----       ----


Statutory rate                                   34.0%      34.0%      34.0%
State income taxes, net of Federal tax benefit    1.6        1.2        2.7
Nondeductible expenses                             .6        1.1         .8
Taxes on foreign income which differ from
the statutory rate                               (5.6)     (12.5)      (2.4)
Change in deferred assets                                              (3.8)
Other                                             (.6)        .6       (1.0)
                                                 ----       ----       ----

Effective rate                                   30.0%      24.4%      30.3%
                                                 ====       ====       ====

     The tax effects of  temporary  differences  which give rise to deferred tax
assets at January 31, 2002 and 2001 are summarized as follows:

                                                                January 31,
                                                           ---------------------
                                                            2001           2002
                                                           --------     --------

Deferred tax assets
Inventories                                                $418,000     $391,000
Net operating loss carryforward - foreign subsidiary        106,000       29,000
Accounts receivable                                          84,000       84,000
Accrued compensation and other                              280,000      120,000
                                                           --------     --------
Gross deferred tax assets                                   888,000      624,000
                                                           --------     --------

Deferred tax liabilities
Depreciation and other                                      303,000       58,000
                                                           --------     --------
Gross deferred tax liabilities                              303,000       58,000
                                                           --------     --------
Net deferred tax asset                                     $585,000     $566,000
                                                           ========     ========

     Net operating loss  carryforwards  of $177,000  attributable to its foreign
subsidiary in Canada will expire in fiscal 2003 through 2009. Net operating loss
carryforwards of $128,000  attributable to its foreign subsidiary in Mexico will
expire in fiscal 2007.

NOTE H - BENEFIT PLANS
- ----------------------

     Defined Benefit Plan

     The Company has a frozen  defined  benefit  pension plan that covers former
employees of an acquired entity.  The Company's  funding policy is to contribute
annually the  recommended  amount based on  computations  made by its consulting
actuary.

     The  following  table sets forth the  plan's  funded  status for the fiscal
years ended January 31:


                                       19





                   Lakeland Industries, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                         January 31, 2002, 2001 and 2000
NOTE H(continued)
- -----------------
                                                          2002           2001
Change in benefit obligation
- ----------------------------
 Projected benefit obligation at beginning of year     $ 991,162      $ 961,492
 Interest cost                                            75,889         70,546
 Actuarial (gain) loss                                   (27,602)           874
 Benefits paid                                           (41,391)       (41,750)
                                                         -------       --------
 Projected benefit obligation at end of year             998,058        991,162
                                                         -------       --------

Change in plan assets
- ---------------------
 Fair value of plan assets at beginning of year          508,893        502,849
 Actual return on plan assets                             89,707         46,194
 Employer contributions                                   10,848          1,600
 Benefits paid                                           (41,391)       (41,750)
                                                         -------       --------
 Fair value of plan assets at end of year                568,057        508,893
                                                         -------       --------

Funded status
- -------------
 Pension liability                                       $430,001      $482,269
                                                         ========      =========



     The  components  of net  periodic  pension  cost for the fiscal years ended
January 31 are summarized as follows:
                                           2002           2001           2000
                                           ----           ----           ----

Service cost                                                           $  1,613
Interest cost                             $75,889       $ 70,546         70,579
Actual return on plan assets              (89,707)       (46,194)       (87,626)
Net amortization and deferral              61,230         17,451         62,896
                                           ------         ------         ------

Net periodic pension cost                 $47,412        $41,803        $47,462
                                          =======        =======        =======


     An assumed  discount  rate of 7.5% was used in  determining  the  actuarial
present value of benefit  obligations  for all periods  presented.  The expected
long-term  rate of return on plan  assets was 8% for all periods  presented.  At
January  31,  2002,  approximately  60% of the plan's  assets was held in mutual
funds  invested  primarily  in equity  securities,  37% was  invested  in equity
securities  and debt  instruments  and 3% was invested in money market and other
instruments.

Defined Contribution Plan

     Pursuant to the terms of the Company's 401(k) plan,  substantially all U.S.
employees  over 21 years of age with a minimum period of service are eligible to
participate.  The 401(k) plan is  administered  by the Company and  provides for
voluntary  employee  contributions  ranging  from  1% to 15%  of the  employee's
compensation.  The Company made discretionary  contributions of $81,225, $83,947
and  $57,642  in the  fiscal  years  ended  January  31,  2002,  2001 and  2000,
respectively.

NOTE I - MAJOR SUPPLIER
- -----------------------

     The Company purchased  approximately  81%, 77% and 74% of its raw materials
from one supplier under licensing  agreements for the fiscal years ended January
31, 2002, 2001 and 2000, respectively.  The Company expects this relationship to
continue for the foreseeable future. If required, similar raw materials could be
purchased from other sources;  although,  the Company's  competitive position in
the marketplace could be affected.


                                       20





                   Lakeland Industries, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

                         January 31, 2002, 2001 and 2000

NOTE J - COMMITMENTS AND CONTINGENCIES
- --------------------------------------

     1. Employment Contracts

     The Company has employment  contracts with four principal officers expiring
through  January 2004. Such contracts are  automatically  renewable for two-year
terms unless 30 to 120 days' notice is given by either  party.  Pursuant to such
contracts,  the Company is committed to aggregate  annual base  remuneration  of
$747,500  and  $397,500  for the fiscal  years ended  January 31, 2003 and 2004,
respectively.

     2. Leases

     The Company  leases the majority of its premises  under  various  operating
leases expiring through fiscal 2005. The leases for the manufacturing facilities
(located in Decatur,  Alabama)  are with two  partnerships  whose  partners  are
principal officers and stockholders of the Company.  One lease expires on August
31, 2004 and requires  annual  payments of  approximately  $365,000 plus certain
operating  expenses  and the second  lease  expires on May 31, 2004 and requires
annual payments of approximately  $199,000 plus certain operating expenses.  The
Company also leases one customer service  facility  pursuant to a one-year lease
which  expires on March 31,  2002  (renewable  at the  Company's  option for two
additional one-year terms), from an officer of the Company. Monthly payments are
$1,500. In addition,  the Company has several operating leases for machinery and
equipment.

     The  Company  has  a  one-year  lease  with  a  related  partnership  for a
manufacturing  facility in the People's Republic of China. The related lessor is
a partnership in which the Company's directors,  one officer and three employees
hold partnership  interests.  In addition,  during the fiscal year ended January
31, 2002,  the Company  obtained a 28% interest in this  partnership.  Rent paid
under this  agreement  aggregated  $14,433 for the fiscal year ended January 31,
2002.

     Total rental expense under all operating leases is summarized as follows:

                                                      Total          Rentals
                                     Gross          sublease         paid to
                                     rental          rental          related
                                     expense         income          parties
                                     -------         ------          -------
  Year ended January 31,
          2002                       $858,429                       $596,437
          2001                        890,818       $  2,144         630,990
          2000                        833,274         10,578         545,136


     Minimum annual rental  commitments  for the remaining term of the Company's
noncancellable  operating  leases relating to manufacturing  facilities,  office
space and equipment rentals at January 31, 2002 are summarized as follows:


  Year ended January 31,
            2003                        $730,136
            2004                         682,910
            2005                         333,796
                                      ----------
                                      $1,746,842
                                      ==========

     Certain leases require additional payments based upon increases in property
taxes and other expenses.

     3. Litigation

     The  Company is involved in various  litigation  arising  during the normal
course of business which, in the opinion of the management of the Company,  will
not have a  material  adverse  effect on the  Company's  financial  position  or
results of operations.

      4. Self-insurance

     The Company  maintains a self-insurance  program for that portion of health
care costs not  covered  by  insurance.  The  Company is liable for claims up to
defined  limits.  Self-insurance  costs  are  based  upon the  aggregate  of the
liability for reported claims and an estimated liability for claims incurred but
not reported.

                                       21








                                                                
Directors:                       Officers:                            Transfer Agent:

Raymond J. Smith, Chairman       Raymond J. Smith, President          Registrar and Transfer Company
Christopher J. Ryan              Christopher J. Ryan                  10 Commerce Drive
John J. Collins, Jr.             Executive Vice President,            Cranford, NJ 07016
Eric O. Hallman                  Secretary and General Counsel        NASDAQ symbol: LAKE
Walter J. Raleigh                James M. McCormick
                                                                      Executive Offices:
                                 Vice President and Treasurer

                                 Harvey Pride, Jr.
                                                                      711-2 Koehler Ave.
                                 Vice President, Manufacturing
                                                                      Ronkonkoma, NY 11779
                                                                      (631) 981-9700
                                 Auditors:

                                                                      Subsidiaries:
                                 Grant Thornton LLP
                                 Suite 3S01
                                                                      Lakeland Protective Wear, Inc.
                                 One Huntington Quadrangle
                                                                      Lakeland de Mexico S.A. de C.V.
                                 Melville, NY 11747-4464
                                                                      Laidlaw, Adams & Peck, Inc.
                                                                      Weifang Lakeland Safety
                                                                        Products, Co. Ltd.



     Exhibits to Lakeland Industries, Inc.'s fiscal 2002 Form 10-K are available
to shareholders  for a fee equal to Lakeland's cost in furnishing such exhibits,
on written request to the Secretary,  Lakeland  Industries,  Inc., 711-2 Koehler
Avenue, Ronkonkoma, New York 11779.

     ThermbarTM,  Kut BusterTM,  Grapolator Mock TwistTM,  Safegard "76"TM, Body
GardTM,   Zone   GardTM,   RyTexTM,   TomTexTM,   DextraGardTM,    ForcefieldTM,
InterceptorTM,  CheckmateTM, HeatexTM, PyrolonTM, Sterling HeightsTM, FyrepelTM,
HighlandTM, ChemlandTM and UnilandTM are trademarks of Lakeland Industries, Inc.
TyvekTM, VitonTM,  BarricadeTM,  NomexTM, KevlarTM,  DelrinTM, TyChem SL, TK and
BRTM and  TeflonTM  are  registered  trademarks  of  E.I.DuPont  de Nemours  and
Company.  SaranexTM is a registered  trademark of Dow  Chemical.  SpectraTM is a
registered trademark of Honeywell.


                                       22