SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

LAKELAND INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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[LETTERHEAD]
LAKELAND INDUSTRIES, INC.

May 10, 2002

Dear Stockholder,

I am pleased to extend to you my personal invitation to attend the 2002 Annual
Meeting of Stockholders of Lakeland Industries, Inc. (the "Company") on
Wednesday, June 19, 2002 at 9:30 a.m. at the Holiday Inn, 3845 Veterans Memorial
Highway, Ronkonkoma, NY 11779.

The accompanying Notice of Annual Meeting and Proxy Statement contain a
description of the formal business to be acted upon by the stockholders. At the
meeting, I intend to discuss the Company's performance for its fiscal year ended
January 31, 2002 and its plans for the current fiscal year. Certain members of
the Company's Board of Directors and officers of the Company, as well as a
representative of Grant Thornton LLP, the Company's independent auditors, will
be available to answer any questions you may have, or to make a statement if
they wish to.

While I am looking forward to seeing you at the meeting, it is very important
that those of you who cannot personally attend assure your shares are
represented. I urge you therefore to sign and date the enclosed form of proxy
and return it promptly in the accompanying envelope. If you attend the meeting,
you may, if you wish, withdraw any proxy previously given and vote your shares
in person.

Sincerely,

/S/ Raymond J. Smith
--------------------
Raymond J. Smith
President and Chairman of the Board

LAKELAND INDUSTRIES, INC.

NOTICE OF

2002 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

June 19, 2002

TO THE STOCKHOLDERS OF LAKELAND INDUSTRIES, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Lakeland
Industries, Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, June 19, 2002 at 9:30 a.m. at the Holiday Inn, 3845 Veterans Memorial
Highway, Ronkonkoma, NY 11779 for the following purposes:

1. To elect one Class I member of the Board of Directors, and

2. To transact such other business as properly may come before the meeting
or any adjournment thereof.

Each share of the Company's Common Stock will be entitled to one vote upon all
matters described above. Stockholders of record at the close of business on
April 26, 2002 will be entitled to notice and to vote at the meeting. Only
stockholders of record at the close of business on the date above will be
entitled to notice of and to vote at the Annual Meeting of Stockholders and any
adjournment thereof. A list of all stockholders entitled to vote at the Annual
Meeting of Stockholders will be open for examination by any stockholder for any
purpose germane to the Meeting during ordinary business hours for a period of
ten (10) days before the Meeting at the offices of the Company located at 711-2
Koehler Ave., Ronkonkoma, NY 11779.

May 10, 2002

BY ORDER OF THE BOARD OF DIRECTORS

Christopher J. Ryan, Secretary

Whether or not you plan to attend the Annual Meeting, please complete, date and
sign the enclosed proxy card and return it promptly in the enclosed postage
prepaid envelope. If you sign and return your proxy card without specifying a
choice, your shares will be voted in accordance with the recommendations of the
Board of Directors. You may, if you wish, revoke your proxy at any time prior to
the time it is voted by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.

LAKELAND INDUSTRIES, INC.

711-2 Koehler Ave.

Ronkonkoma, New York 11779

(631) 981-9700

PROXY STATEMENT

2002 Annual Meeting of Stockholders

June 19, 2002

GENERAL INFORMATION

This Proxy Statement and the accompanying Proxy Card are furnished in
connection with the solicitation by the Board of Directors of Lakeland
Industries, Inc. (the "Company") of proxies from the holders of the Company's
$.01 par value Common Stock (the "Common Stock") for use at the 2002 Annual
Meeting of Stockholders to be held on June 19, 2002, and at any adjournment
thereof (the "Annual Meeting").

This Proxy Statement, the Notice of Annual Meeting of Stockholders, the
Proxy Card and the Company's 2002 Form 10-K (which includes the Company's Annual
Report to Stockholders) are first being sent to the Company's stockholders on or
about May 10, 2002.

About the Annual Meeting

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters outlined
in the accompanying notice of meeting, including the election of directors. In
addition, the Company's management will report on the performance of the Company
during fiscal 2002 and respond to appropriate questions from stockholders.

Who is entitled to vote?

Only stockholders of record at the close of business on the record
dated, April 26, 2002, are entitled to receive notice of the annual meeting and
to vote the shares of common shares that they held on that date at the meeting,
or any postponement or adjournment of the meeting. Each outstanding share
entitles its holder to cast one vote on each matter to be voted upon.

Please note that if you hold your shares in "street name" (that is,
through a broker or other nominee), you will need to bring appropriate
documentation from your broker or nominee to vote personally at the meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 2,684,600 shares of common stock of the Company were outstanding.
Proxies received but marked as abstentions and broker non-votes will be included
in the calculation of the number of shares considered to be present at the
meeting for purposes of determining the presence of a quorum. A "broker
non-vote" occurs when a broker or other nominee indicates on the proxy card that
it does not have discretionary authority to vote on a particular matter.

How do I vote?

If you complete and properly sign the accompanying proxy card and
return it to the Company, it will be voted as you direct. If you are a
registered stockholder and attend the meeting, you may deliver your completed
proxy card in person. "Street name" stockholders who wish to vote at the meeting
will need to obtain and vote a proxy from the institution that holds their
shares. The Company has made proxy statements, proxies and annual reports
available to the nominee institutions for delivery to "street name"
stockholders.

Can I change my vote after I return my proxy card?

Yes. Even after you have submitted your proxy, you may change your vote
at any time before the proxy is exercised by filing with the secretary of the
Company either a notice of revocation or a duly executed proxy, bearing a later
date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.

What are the Board's recommendations?

Unless you give other instructions on your proxy card, the persons
named as proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Directors. The Board's recommendation is set
forth together with the description of each item in this proxy statement. The
Board recommends a vote: o for election of the nominated slate of 1 director
(see page 4), and With respect to any other matter that properly comes before
the meeting, the proxy holders will vote as recommended by the Board of
Directors or, if no recommendation is given, in their own discretion.

What vote is required to approve each item?

Election of Directors.The affirmative vote of plurality of the votes
cast at the meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD AUTHORITY" with respect to the election of one
or more directors will not be voted with respect to the director or directors
indicated although it will be counted for purposes of determining whether there
is a quorum. Abstentions and broker non-votes will have no legal effect on the
election of directors. The Certificate of Incorporation does not provide for
cumulative voting in the election of directors.

Who will bear the costs of soliciting proxies for the Annual Meeting?

The Cost of soliciting proxies for the Annual Meeting will be borne by
the Company. In addition to the use of the mails, proxies may be solicited
personally or by telephone, by officers and employees of the Company who will
not receive any additional compensation for their services. Proxies and proxy
material will also be distributed at the expense of the Company by broker,
nominees, custodians, and other similar parties.

VOTING SECURITIES AND STOCK OWNERSHIP OF OFFICERS,
DIRECTORS AND PRINCIPAL STOCKHOLDERS

The following table sets forth information as of April 26, 2002, with
respect to beneficial ownership of the Company's Common Stock by all persons
known by the Company to own beneficially more than 5% of the Common Stock, each
director and nominee for director of the Company and all directors and officers
of the Company as a group. All persons listed have sole voting and investment
power with respect to their shares of Common Stock.

Name and Address Number of Common Percent of
Beneficial Owner Shares Beneficially Owned of Class
- ---------------- ------------------------- --------

Raymond J. Smith 548,300 (1) 20.42%
711-2 Koehler Ave.
Ronkonkoma, NY 11779

Christopher J. Ryan 241,677 (1) (5) 9.00%
711-2 Koehler Ave.
Ronkonkoma, NY 11779

John J. Collins, Jr. 114,200 (2) 4.25%

Eric O. Hallman 42,500 (2) 1.58%

Walter J. Raleigh 8,000 (3) .298%

Name and Address Number of Common Percent of
Beneficial Owner Shares Beneficially Owned of Class
- ---------------- ------------------------- --------

All officers and directors
as a group (7 persons) 964,527 (4) (5) 35.93%

Mr. & Mrs. Luis Hernandez and 169,000 6.295%
Anthony Hernandez
3069 Misty Harbor
Las Vegas, NV 89117

Included in the above are fully exercisable options to purchase the Company's
common stock, as follows:

(1) 4,050 shares granted on January 1, 1994;

(2) 1,000 shares granted on June 18, 1997 and 1,000 shares granted on June
21, 2000 to each of Mr. Hallman and Mr. Collins;

(3) 3,000 shares granted on April 18, 1997, 1,000 shares granted on June
17, 1998 and 1,000 shares granted June 20, 2001;

(4) 22,900 shares granted between January, 1, 1994 and June 21, 2001;

(5) Mr. Ryan disclaims beneficial ownership of 10,000 shares owned by his
wife.

Proposal 1 -

ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides for three classes of
directors with staggered terms of office and provides that upon the expiration
of the terms of office for a class of directors, nominees for each class shall
be elected for a term of three years to serve until the election and
qualification of their successors or until their earlier resignation, death or
removal from office. The Company currently has one Class I director, two Class
II directors and two Class III directors. At the 2002 Annual Meeting there is
one nominee for director in Class I. The incumbent Class II and Class III
directors have one year and two years, respectively, remaining on their terms of
office.

The Company has no reason to believe that the nominee will be disqualified or
unable to serve, or will refuse to serve if elected. However, if a nominee is
unable or unwilling to accept election, the proxies will be voted for such
substitute as the Board of Directors may select. It is intended that the shares
represented by proxies will be voted, in the absence of contrary instructions,
for the election as director of the nominee for Class I named in the following
table. The Board of Directors has nominated and Management recommends the
election of the person listed in the following table as Class I director. The
table also sets forth the names of the two directors in Class II and the two
directors in Class III whose terms of office have not expired, their ages, their
positions with the Company and the period each has served as a director of the
Company. There are no family relationships among the Board members.

Position
With the Director
Name Age Company Since
- --------------------------------------------------------------------------------

NOMINEE FOR DIRECTOR - CLASS I
Nominee for Three Year Term Expiring in June, 2005
--------------------------------------------------

Christopher J. Ryan 50 Executive Vice President, 1986
General Counsel, Secretary
and Director

INCUMBENT DIRECTOR - CLASS II
One year remaining on Term Expiring in June, 2003
--------------------------------------------------

John J. Collins, Jr. 59 Director 1986

Eric O. Hallman 58 Director 1982

INCUMBENT DIRECTORS - CLASS III
Two years remaining on Term Expiring in June, 2004
--------------------------------------------------

Raymond J. Smith 63 Chairman of the Board, 1982
President and Director

Walter J. Raleigh 74 Director 1991

The principal occupations and employment of the nominees for director
and for the directors continuing in office are set forth below:

Christopher J. Ryan has served as Executive Vice President Finance and
director since May, 1986 and Secretary since April 1991and General Counsel since
February 2000. From October 1989 until February 1991 Mr. Ryan was employed by
Sands Brothers and Rodman & Renshaw, Inc., both investment banking firms. Prior
to that, he was an independent consultant with Laidlaw Holding Co., Inc., an
investment banking firm, from January 1989 until September 1989. From February,
1987 to January, 1989 he was employed as the Managing Director of Corporate
Finance for Brean Murray, Foster Securities, Inc. He was employed from June,
1985 to March, 1986 as a Senior Vice President with the investment banking firm
of Laidlaw Adams Peck, Inc., a predecessor firm to Laidlaw Holdings, Inc.

John J. Collins, Jr.was Executive Vice President of Chapdelaine GSI, a
government securities firm from 1977 to January 1987. He was Senior Vice
President of Liberty Brokerage, a government securities firm between January
1987 and November 1998. Presently, Mr. Collins is self-employed, managing a
direct investment portfolio of small business enterprises for his own accounts.

Eric O. Hallman has been a director of the Company since its
incorporation. He was President of Naess Hallman Inc., a ship brokering firm,
between 1984 and 1991. Mr. Hallman was also affiliated between 1991 and 1992
with Finanshuset (U.S.A.), Inc., a ship brokering and international financial
services and consulting concern, and was an officer of Sylvan Lawrence, a real
estate development company, between 1992 and 1998. Mr. Hallman between 1998-2000
was President of PREMCO, a real estate management company and currently is
Comptroller of the law firm, Murphy, Bartol & O'Brien, LLP.

Raymond J. Smith, a co-founder of the Company, has been Chairman of the
Board of Directors and President since its incorporation in 1982.

Walter J. Raleighis a director of CMI Industries, Inc., the successor
company to Clinton Mills, Inc. and was president of Clinton Mills Sales, Co.
Division, N.Y. from 1974 to 1995. Clinton Mills was a textile manufacturer of
woven fabrics. Mr. Raleigh retired from Clinton Mills in 1995 and was a Senior
Adviser to CMI Industries, Inc. between 1995-2000. Mr. Raleigh is a former
director of Kerry Petroleum Company, an oil and gas development company.

During the year ended January 31, 2002, the Board of Directors of the
Company met two times, and four of the five members of the Board of Directors
attended at least 75% of the aggregate of (1) the total number of meetings of
the Board of Directors held during the period when he was a director, and (2)
the total number of meetings held by all committees of the Board of Directors on
which he served (during the periods when he served).

Potential Anti-Takeover Effect

The Board of Directors has the authority, without further approval of
the Company'ss shareholders, to issue preferred shares (the "Preferred Shares")
having such rights, preferences and privileges as the Board of Directors may
determine. Any such issuance of Preferred Shares could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company and may adversely affect the rights of holders of Common Stock. In
addition, the Company is subject to Delaware statutes regulating business
combinations, takeovers and control share acquisitions which might hinder or
delay a change in control of the Company. Anti-takeover provisions that could be
included in the Preferred Shares when issued and the Delaware statutes
regulating business combinations, takeovers and control share acquisitions can
have a depressive effect on the market price of the Company's securities and can
limit shareholders' ability to receive a premium on their shares by discouraging
takeover and tender offer bids.

The Directors of the Company serve staggered three-year terms. The
Company's Restated Certificate of Incorporation sets forth a provision that
requires certain business combinations to be approved by at least 66.66% of the
Company's voting securities, unless 66.66% of the members of the Board of
Directors have approved the transac- tion, and require approval of holders of
66.66% of the Company's voting shares to amend these provisions. In addition,
the shareholders have authorized an Employee Stock Ownership Plan ("ESOP"). In
the past, other companies have used similar plans to hinder or prevent a
takeover situation. The Company has also entered into employment contracts with
certain executive officers providing for lump sum payments of contracted
salaries pursuant to various formulas, should there be a change in control of
the Company. These factors could have an anti- takeover effect by making it more
difficult to acquire the Company by means of a tender offer, a proxy contest or

otherwise or the removal of incumbent officers and directors. These provisions
could delay, deter or prevent a tender offer or takeover attempt that a
shareholder might consider in his or her best interest, including those attempts
that might result in a premium over the market price for the Common Stock held
by the Company's shareholders.

Committees of the Board of Directors are as follows:

1-The Audit Committeewas formed in September, 1987 and is responsible
for recommending to the Board of Directors the appointment of independent
auditors for the fiscal year, reviewing with the independent auditors the scope
of their proposed and completed audits, reviewing the Company's financial
management, its independent auditors and other matters relating to audits and
the adequacy of the Company's internal control structure. The committee members
are: John J. Collins, Jr., Eric O. Hallman, and Walter J. Raleigh

2- The Stock Option and Compensation Committee is responsible for
evaluating the performance of the Company's management, fixing or determining
the method of fixing compensation of the Company's salaried employees,
administering the Company's Stock Option and 401K Plans, and reviewing
significant amendments to a subsidiary's employee pension benefit plan. The
Committee also, in conjunction with the Chief Executive Officer, considers the
qualifications of prospective Directors of the Company and, as vacancies occur,
recommends nominees to the Board of Directors. The Stock Option and Compensation
Committee (which also functions as a nominating committee for nominations to the
Board) will consider nominees to the Board recommended by stockholders. Such
recommendations must be in writing and sent to the Secretary of the Company no
later than January 31st of the year in which the Annual Meeting is to be held,
accompanied by a brief description of the proposed nominee's principal
occupation and his or her other qualifications which, in the stockholder's
opinion, make such person a suitable candidate for nomination to the Board. This
Committee did not meet during the year ended January 31, 2002. The committee
members are: John J. Collins, Jr., Eric O. Hallman, and Walter J. Raleigh

Compensation Committee Interlocks and Insider Participation

Members of the Stock Option and Compensation Committee are outside
directors who do not serve in any other capacity with respect to the Company or
any of its subsidiaries. Messrs. Collins and Hallman are partners of POMS
Holding Co. and Messrs. Collins, Hallman and Raleigh are partners of River Group
Holding Co., LLP, and An Qiu Holding Co., LLC. See "Certain Relationships and
Related Transactions".

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates
this Report by reference therein.

During fiscal 2001, the Audit Committee of the Board of Directors
developed a charter for the Committee, which was approved by the full Board of
Directors on June 21, 2000. The complete text of the new charter, which reflects
standards set forth in the regulations of the Securities and Exchange Commission
("SEC") and NASDAQ Stock Exchange rules, is reproduced in Appendix A to this
Proxy Statement.

As set forth in more detail in the charter, the Audit Committee's
primary duties and responsibilities fall into three broad categories:

o first, the Committee will serve as an independent and objective party
to monitor the Company's financial reporting process and internal
control system;

o second, the Committee is responsible for reviewing and appraising the
audit efforts of the Company's indepen- dent accountants and internal
auditing department; this includes matters concerning the relationship
between the Company and its outside auditors, including recommending
their appointment or removal; reviewing the scope of their audit
services and related fees, as well as any other services being provided
to the Company; and determining whether the outside auditors are
independent (based in part on the annual letter provided to the Company
pursuant to Independence Standards Board Standard No. 1); and

o third, to provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board of
Directors.

The Committee has implemented procedures to ensure that during the course of
each fiscal year it devotes the attention that it deems necessary or appropriate
to each of the matters assigned to it under the Committee's charter. To carry
out its responsibilities, the Committee met four times during fiscal 2002.

In overseeing the preparation of the Company's financial statements, the
Committee met with both management who has the primary responsibility for the
financial statements, the reporting process and the systems of internal control,
and the Company's outside auditors who are responsible for expressing an opinion
on the conformity of the Company's audited financial statements under generally
accepted auditing standards, to review and discuss all financial statements
under generally accepted auditing standards, to review and discuss all financial
statements prior to their issuance and to discuss significant accounting issues.
Management advised the Committee that all financial statements were prepared in
accordance with generally accepted accounting principles, and the Committee
discussed the statements with both management and the outside auditors. The
Committee's review included discussion with the outside auditors of matters
required to be discussed pursuant to Statement on Auditing Standards Nos. 61 and
90, "Communication With Audit Committees".

With respect to the Company's outside auditors, the Committee, among other
things, discussed with Grant Thornton LLP matters relating to its independence,
including the disclosures made to the Committee and received written disclosure
and the letter from the independent auditors as required by the Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees". The current members of the Audit Committee meet the independence
and experience requirements set forth in Rule 4200 (a) (15) of the listing
standards of the National Association of Security Dealers, Inc.

On the basis of these reviews and discussions, the Committee recommended to the
Board of Directors that the Board approve the inclusion of the Company's audited
financial statements in the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 2002, for filing with the Securities and Exchange
Commission. The Committee and the Board have also recommended the selection of
the Company's independent auditors.

THE AUDIT COMMITTEE:
--------------------

John J. Collins, Jr.

Eric O. Hallman

Walter J. Raleigh

Fees billed to the Company by Grant Thornton LLP for the year ended January 31,
2002:

Audit Fees:

Audit fees billed to the Company by Grant Thornton LLP during the Company's 2002
fiscal year for the annual audit of the Company's financial statements and
quarterly review of those financial statements included in the Company's
quarterly reports on Form 10-Q totaled $83,450.

Financial Information Systems Design and Implementation Fees:

The Company did not engage Grant Thornton LLP to provide advice to the Company
regarding financial information systems design and implementation during the
fiscal year ended January 31, 2002.

All Other Fees:

Fees billed to the Company by Grant Thornton LLP during the Company's 2002
fiscal year for all other non- audit services rendered to the Company,
principally for the preparation of corporate income tax returns and tax related
services totaled $29,550.

Respectfully submitted,

AUDIT COMMITTEE

COMPENSATION OF EXECUTIVE OFFICERS

The table below sets forth all salary, bonus and all other compensation paid to
the Company's chief executive officer and each of the Company's other executive
officers (who earned more than $100,000 per year in salary and bonus) for the
years ended January 31, 2002, 2001 and 2000:

Name and All Other
Principal Position Year Salary Bonus Compensation
- ------------------ ---- ------ ----- ------------

Raymond J. Smith, 2002 $262,500 $0 $7,289
Chairman, President and CEO 2001 262,500 62,500 7,767
2000 262,500 92,500 6,716

Christopher J. Ryan, 2002 $215,000 $0 $8,548
Executive V.P., General Counsel 2001 215,000 0 8,282
and Secretary 2000 175,000 16,000 3,252

Harvey Pride, Jr. 2002 $135,000 $0 $3,606
Vice President- 2001 135,000 0 3,923
Manufacturing 2000 135,000 12,800 3,864

James M. McCormick 2002 $135,000 $0 $4,372
VP - Treasurer 2001 135,000 8,000 4,574
2000 115,000 16,500 4,139

There are four executive officers with salary and bonus individually
exceeding $100,000. There were no pension or retirement plans or other benefits,
payable or accrued, for such persons during fiscal year 2002. The Company has
entered into employment contracts with all executive officers providing for
annual compensation of $262,500 for Mr. Smith and $215,000 for Mr. Ryan,
$135,000 for Mr. Pride, and $135,000 for Mr. McCormick. Messrs. Smith and Pride
each have a three year contract which expires on January 31, 2002, Mr. Ryan has
a three year contract which expires on February 1, 2003 and Mr. McCormick has a
three year contract expiring January 31, 2003 . All contracts are automatically
renewable for one or two year terms, unless in various instances 30 to 120 days
notice is given by either party. The above named executives participate in the
Company's 401-K Plan which commenced on January 1, 1995. The Company has made a
contribution to this plan totaling $81,225, during the plan year ended December
31, 2001.

These employment contracts are similar in nature and include disability
benefits, vacation time, non compete and confidentiality clauses. There are no
provisions for retirement. Messrs. Smith, Ryan, Pride and McCormick's contracts
have an additional provision for annual bonus based on the Company's performance
and based upon earnings per share formulas determined by the Stock Option and
Compensation Committee of the Board of Directors of the Company. Accordingly,
the annual bonus accrued at January 31, 2002 (for payment in May 2002) were
Messrs. Smith $82,500, Ryan $40,300, Pride $24,800 and McCormick $31,000. All
contracts provide for lump sum payments of contracted salaries pursuant to
various formulas should there be a change in control of the Company.

STOCK OPTION AND COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
-------------------------

Policies: The compensation policy of the Company is to provide its executive
officers and management with a level of pay and benefits that will assure the
Company's competitiveness and continued growth, and allow the Company to retain
key executives critical to this long-term success and attract and retain
qualified personnel. The Company competes for talented executives in a market
segment where successful entrepreneurial executives are highly compen- sated. It
also competes for executives with a background in manufacturing and selling
protective safety garments. As a result, to obtain and retain highly qualified
and motivated executives, the Compensation Committee has deemed it desirable to
structure employment arrangements which compensate highly for high profitability
and performance and to enter into written employment agreements with its senior
executive officers.

The Compensation Committee's responsibilities include overseeing the
Company's compensation policies, supervising compensation for management and
employee benefits and administering the Company's stock option and other
employee benefit plans.

The Compensation Committee also develops and negotiates employment
agreements with key executive officers. These employment agreements include base
salaries and incentive compensation arrangements designed to reward management
for achieving certain production or performance levels. The Compensation
Committee is also respon- sible for developing or reviewing incentive
compensation arrangements which the Company enters into with executive officers
and key individuals, other than those senior executives who have written
employment agreements. See "Compensation of Executive Officers".

In order to determine appropriate levels of executive compensation, the
Compensation Committee reviews various factors, including individual
performance, and evaluates the progress of the Company towards attaining its
long-term profit and return on equity goals. Compensation packages for senior
executive officers have been structured to attempt to compensate them to a
substantial extent based on both the profitability of the Company as a whole.

Particulars: Messrs. Eric O. Hallman, John J. Collins, Jr. and Walter
J. Raleigh were members of the Company's Stock Option and Compensation Committee
when it ratified Mr. Smith's and Mr. Pride's employment contracts in January
1998, and Mr. Ryan's which was ratified in July 2000 and Mr. McCormick's in June
2000. Mr. Walter J. Raleigh joined the Board of Directors on April 18, 1991, as
a third outside director and with Messrs. Hallman and Collins, these three
outside directors presently make up the Stock Option and Compensation Committee.

Messrs. Smith, Ryan, Pride and McCormick were awarded base
compensations of $262,500, $215,000, $135,000 and $135,000, for fiscal 2003,
respectively. In addition, the Committee reviewed what was normally paid the
President and Chairman in Mr. Smith's case and Executive Vice President,
Secretary and General Counsel in Mr. Ryan's case, the Chief Manufacturing
Executive in Mr. Pride's case and VP and Treasurer in Mr. McCormick's case, in
public companies of Lakeland's size and concluded that the compensation package
represented close to the median of what other officers were being compensated in
like public companies of comparable size after reviewing Growth Resources
Officer Compensation Report Eleventh Edition Panel Publications.

These contracts also provide for bonuses in addition to salary based
upon the Company's increase in earnings. (See Directors and Principal
Stockholders.) The Stock Option and Compensation Committee believes that the
contracts covering Messrs. Smith, Pride and Ryan are appropriately tied to their
respective levels of expertise, were constructed at or below industry norms, and
any increases in compensation were and will be tied to increases in the
Company's earnings. The Stock Option and Compensation Committee also took into
consideration that since the inception of the Company 20 years ago there have
been no executive pension plans, deferred compensation plans, or other
compensation or benefit plans for executives of the Company other than the
Company's Stock Option Plan and the 401-K/ESOP Plan, the latter of which went
into effect January 1, 1995.

The Board Compensation Committee Report on Executive Compensation shall
not be deemed incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.

Performance Graph

The Corporate Performance Graph, appearing on the following page,
obtained from Media General Financial Services of Virginia, compares the five
year cumulative total return of the Company's common stock with that of a broad
equity market index, including dividend reinvestment, and with that of a peer
group:

Option/SAR Grants in Last Fiscal Year -No stock options were granted to
any employee in fiscal 2002 and no SAR grants have been made since inception of
the Stock Option Plan. See "Directors' Compensation".

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG LAKELAND INDUSTRIES, INC.
S&P INDUSTRIES INDEX AND PEER GROUP INDEX

LAKELAND INDUSTRIES, INC. 1996 1997 1998 1999 2000 2001
S&P INDUSTRIALS
PEER GROUP INDEX

ASSUMES $100 INVESTED ON FEB. 1, 1997 ASSUMES
DIVIDEND REINVESTED FISCAL YEAR ENDING JAN. 31, 2002

Stock Option Plan

Messrs. Smith, Ryan, Pride and McCormick participate in the Company's
Incentive Stock Option Plan (common stock). The outstanding incentive stock
options as of January 31, 2002 are as follows:

No.of Date(s) Grant
Name of Shares Option of Expiration Date
Executive Granted Price Grant Date(s) Value
- ----------------- ------- ------ ------- ---------- -----

Mr. Ryan 4,050 $2.25 1/1/94 1/1/04 $9,113

Mr. McCormick 9,850 $2.25 - 3.50 6/5/96 & 1/1/94 6/4/06 & 1/1/04 $28,413

There are currently 250,000 option shares available for future grant
under thisplan. During the year ended January 31, 2002, no stock options were
granted and the following stock options were exercised:

No. of Date
Name of Shares Exercise of Per Share Exercise
Executive Exercise Price Exercise Date Value
- --------- -------- ----- -------- ----------

Mr. Smith 9,000 $3.85 5/16/01 $4.00

Mr. Pride 20,000 $3.50 10/5/01 $11.51

Mr. Pride 9,600 $2.25 10/5/01 $11.51

DIRECTORS' COMPENSATION
-----------------------

Members of the Board of Directors, in their capacity as directors, are
reimbursed for all travel expenses to and from meetings of the Board. Outside
Directors received $1,250 for each meeting as compensation for serving on the
Board. There are no charitable award or director legacy programs. Messrs.
Collins, Hallman and Raleigh participate in the Company's Non employee
Directors' Option Plan as follows:

# of Option Date of Expiration
Director Shares Price Grant Date

Mr. Collins 1,000 $5.125 6/18/97 6/18/2003

Mr. Collins 1,000 5.938 6/21/00 6/21/2006

Mr. Hallman 1,000 5.125 6/18/97 6/18/2003

Mr. Hallman 1,000 5.938 6/21/00 6/21/2006

Mr. Raleigh 3,000 3.25 4/18/97 4/18/2003

Mr. Raleigh 1,000 10.75 6/17/98 6/17/2004

Mr. Raleigh 1,000* 6.69 6/20/01 6/20/2007

*Granted during fiscal year ended January 31, 2002, upon re-election as member
of Board of Directors.

There are currently 36,000 option shares available for future grant
under this plan. During the year ended January 31, 2002, no stock options were
exercised.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

POMS Holding Co. ("POMS", a partnership consisting of Raymond J. Smith,
Eric O. Hallman, John J. Collins, Jr., Joseph P. Gordon, Harvey Pride, Jr. and
certain other stockholders of the Company) leases to the Company a 91,788 square
foot disposable garment manufacturing facility in Decatur, Alabama. Under a
lease effective September 1, 1999 and expiring on August 31, 2004, the Company
pays an annual rent of $364,900 and is the sole occupant of the facility.

On June 1, 1999, the Company entered into a five year lease agreement
with River Group Holding Co., L.L.P. for a 49,500 sq. ft. warehouse facility
located next to the existing facility in Decatur, Alabama. River Group Holding
Co., L.L.P. is a limited liability partnership made up of the Directors and
certain officers of the Company. The annual rent for this facility is $199,100
and the Company is the sole occupant of the facility.

On March 1, 1999, the Company entered into a one year (renewable for
four additional one year terms) lease agreement with Harvey Pride, Jr., an
officer of the Company, for 2400 sq. ft. customer service office for $18,000
annually. This is located next to the existing Decatur, Alabama facility
mentioned above.

The Company believes that all rents paid to POMS, River Group Holding
Co., L.L.P. and Harvey Pride, Jr. by the Company, are comparable to what would
be charged by an unrelated third party. The net rent paid to POMS, River Group
Holding Co., L.L.P. by the Company for the year ended January 31, 2002, amounted
to $564,000 and the total rent paid to Harvey Pride, Jr. by the Company for use
of the customer service office, for the year ended January 31, 2002, amounted to
$18,000.

An Qiu Holdings Co., L.L.C. (Hereinafter referred to as "An Qiu") a
limited liability company consisting of the Company, all the Company's Directors
and one officer, financed in 1997 the construction of a 46,000 square foot
building and the leasing of the real property underlying the building for 50
years. In consideration of this financing Weifang Lakeland Safety Products Co.,
Ltd. owns and utilizes the facility and is contractually obligated to pay the
related Director/Officer An Qiu Partners, 51.6% of any proceeds received upon
the sale of the property, and annual payments of $25,285 estimated to begin in
October 2002, when all bank debt on the building is repaid. The Company will
receive 28% of any such sale proceeds and annual payments of $13,720.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and beneficial
owners of more than 10% of the Common Stock to file with the SEC initial reports
of ownership of the Company's equity securities and to file subsequent reports
when there are changes in such ownership. Officers, directors and beneficial
owners of more than 10% of the Common Stock are required by SEC regulations to
furnish the Company with copies of all Section 16(a) reports they file.

OTHER MATTERS
-------------

The Board of Directors knows of no matters other than those described
above that may come before the Annual Meeting. As to other matters, if any, that
properly may come before the Annual Meeting, the Board of Directors intends that
proxies in the accompanying form will be voted in respect thereof in accordance
with the judgment of the person or persons voting the proxies.

STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
---------------------------------------------

Stockholder proposals for inclusion in the Company's Proxy Statement
for the 2003 Annual Meeting of Stockholders must be received by the Company not
later than January 31, 2003. The person submitting the proposal must have been a
record or beneficial owner of the Company's Common Stock for at least one year
and must continue to own such securities through the date on which the meeting
is held, and the securities so held must have a market value of at least $1,000.
Any such proposal will be included in the Proxy Statement for such Annual
Meeting if the rules of the Securities and Exchange Commission are complied with
as to the timing and form of such proposal, and the content of such
stockholder's proposal is determined by the Company to be appropriate under
rules promulgated by the Commission.

By the Order of the Board of Directors

/s/Christopher J. Ryan,
-----------------------
Christopher J. Ryan,
Secretary

May 10, 2002

Appendix A
- ----------

LAKELAND INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER

Membership

The audit committee will be composed of not less than three members of
the board. They will be selected by the board, taking into account prior
experience in matters to be considered by the committee, probable availability
at times required for consideration of these matters, and their individual
independence and objectivity.

The committee membership will meet the requirements of the audit
committee policy of the NASDAQ Independent Director and Audit Committee
Requirements. Accordingly, all of the members will be directors indepen- dent of
management and free from any relationship that, in the opinion of the board of
directors, would interfere with the exercise of independent judgment as a
committee member.

No officers or employees of the company or its subsidiaries will serve
on the committee. A former officer of the company or any of its subsidiaries may
serve on the committee (even though the former officer may be receiving pension
or deferred compensation payments from the company) if, in the opinion of the
board of directors, the former officer will exercise independent judgment and
will materially assist the committee's function. However, a majority of the
committee will be directors who were not formerly officers of the company or any
of its subsidiaries.

In considering relationships that might affect independence, including
possible affiliate status, the board of directors will give appropriate
consideration to guidelines issued by the NASDAQ as supplementary material to
its audit committee policy, which were provided to assist boards of directors in
observing the spirit of the policy.

Actions of the Committee

The activities of the committee may result in the following types of actions.

a. Those in which the committee will inform the board that action has been
taken in the board's interest and does not require prior board
approval.

1. Review and approve the scope of the annual audit for the
company and its subsidiaries recommended jointly by the
independent CPAs and the president.

2. Review and approve the scope of the company's annual profit
and pension trusts audits.

3. When requested by the chairman of the board during an annual
shareholders' meeting, the committee chairman will answer
questions raised by a shareholder on matters relating to the
committee's activities.

4. Request the president to have the internal audit staff study a
particular area of interest or concern.

b Those which the committee will review and study and then recommend
action by the board.

1. Appoint independent public accountants.

2. Review major accounting policy changes before implementation.

3. Review SEC registration statements before signature by other
board members.

4. Review annual audit reports and the content of proposed
published reports.

c. Those which the committee will review and study and provide summary
information reports to the board when appropriate.

1. Review trends in accounting policy changes proposed or adopted
by organizations such as the Financial Accounting Standards
Board, the Securities and Exchange Commission (SEC), and the
American Institute of Certified Public Accountants or by
comparable bodies outside the United States.

2. Interview independent CPAs for review and analysis of
strengths and weaknesses of the company's financial staff,
systems, adequacy of controls, and other factors which might
be pertinent to the integrity of published financial reports.

A-1

3. Participate in financial review preceding publication of
quarterly reports.

4. Review administration of the company's "conflict of interest"
policy.

5. Review the performance of management and operating personnel
under the company's code of ethics.

6. Review insurance programs from the standpoint of gaps and
exposure as well as fraud.

7. Review reports on the company or its subsidiaries by agencies
of governments in countries where the company or its
subsidiaries operate.

8. Review periodic SEC filings by the company and assure that
adequate programs and procedures exist to comply with SEC
regulations and regulations of securities exchanges (such as
the NASDAQ).

Appendix B
- ----------

LAKELAND INDUSTRIES, INC.
CODE OF ETHICS

Introduction

For the past several years, the activities of business organizations,
both large and small, have been the subject of increased scrutiny and criticism
by the public, the government, and the news media.

This is particularly true of multinational corporations, which have
been the object of worldwide demands for public statements of their corporate
codes of ethics.

For that reason, it is appropriate for Lakeland Industries, Inc. to
restate it position on ethical conduct, based on the original precepts of the
business and on policies formulated as the corporation has grown.

As a good corporate citizen, Lakeland Industries, Inc. has always
endeavored to conduct its business in a manner conforming to the highest ethical
standards. The company's reputation for unquestionable integrity is its most
valuable asset in its relationships with its customers, employees, shareholders,
and the communities in which its plants are located.

The following statement of business principles has been prepared to
guide the future conduct of company activi- ties in an ethical and legal manner.
It is not intended to supply answers for every business activity; rather, it is
an effort to reiterate the continuing policies of the corporation on ethical
business behavior, which must be observed by all Lakeland Industries, Inc.
employees and representatives throughout the world. It is essential that all
employees and representatives conform to these principles as they perform their
activities on behalf of Lakeland Industries, Inc.

Lakeland and its employees

Employees are the corporation's greatest asset, and it is a Lakeland
Industries, Inc. policy to treat them fairly in all matters and to pay them
competitively.

Lakeland and its domestic subsidiaries are engaged in a program of full
compliance with all federal and state laws applicable to hiring and promoting
people on the basis of demonstrated ability, experience, and training without
regard to race, religion, sex age, national origin, or other factors requiring
affirmative action. The corporation requires continuous management attention at
all corporate levels to assure compliance with the spirit and letter of this
policy.

With this in mind, it is the intent ofLakeland to:

Choose its employees on the basis of their ability to perform the work
for which they are hired without regard to race, religion, sex, age, national
origin, or other factors requiring affirmative action.

Offer employees a safe, healthy, and clean work environment.

Offer work that challenges the employees and gives them a feeling of
satisfaction.

A-2

Pay employees fairly in relation to their contributions to the
company's efforts, within the boundaries of current standards.

Lakeland and the Community

The corporation shall conduct its business in a manner that is socially
responsible. In addition to manufacturing and selling products, it shall protect
the quality of the environment and endeavor to conserve energy and other
valuable resources.

Each of the corporation's facilities is expected to make every effort
to be an integral part of the community in which it operates, and to participate
in its activities as a concerned and responsible citizen. Like individual
citizens, it benefits from such activities as health, welfare, character
building, education, and culture. And like individuals, it has the
responsibility to support and develop these social and civic activities.

The company recognizes that employee participation in cultural, social
or volunteer organizations can be public service of a higher order, and all
Lakeland employees are encouraged to participate in public activities of their
individual choice.

Lakeland and its Customers

The corporation shall endeavor to supply its customers with quality
products, delivered on schedule and sold at a fair price.Lakeland products will
be manufactured to the company's high quality standards and will offer customers
all the technical skills of its employees and the expertise of Lakeland
technology and know-how.

Lakeland and the Law

IIt is the policy ofLakeland to comply fully with all valid laws and
regulations that govern its operations in the various communities, states and
countries in which it operates and to conduct its affairs in keeping with the
highest moral, legal and ethical standards.

There is an obligation, both corporate and individual, to fulfill the
intent of the above statement. It is not expected that every employee will have
full knowledge of the laws affecting his or her responsibilities. The company
does, however, expect that employees with significant responsibilities will have
a general knowledge of prohibited activi- ties involved in their work and will
seek guidance on any matter on which there is a question, either directly from
the corporation's legal department or through their supervisors.

Honesty is not subject to equivocation at any time in any culture, and
even where the law may be permissive, your corporation chooses to follow the
course of highest integrity. The reputation of the company for scrupulous
dealing is a priceless asset, just as it is for individuals. The intent of these
principles is to maintain and develop the corporation's reputation in the future
as it has in the past.

Lakeland and Business Ethics

The law is a base for ethical business conduct which should normally be
at a level well above the minimum required by law. In its relationships with
customers, the corporation will offer the same advantages to all and will be
fair in all its endeavors. Gifts or bribes for the purpose of influencing the
buying decisions of employees of customers or potential customers or persons in
a position to influence a buying decision are clearly improper and prohibited.

In dealing with suppliers, an employee shall not solicit, accept, or
countenance payments or substantial gifts, regardless of motive, from either a
vendor or a potential vendor.

In its relationships with its competitors, the corporation and its
employees will fully understand and strictly adhere to the requirements of the
antitrust laws. These laws, which, in the United States, include the Sherman
Act, Clayton Act, Robinson-Patman Act, and Federal Trade Commission Act, seek to
advance and maintain the free enterprise system and take precedence over any
business objective of the corporation, notwithstanding any resulting increases
in sales or profits.

Such acts as price-fixing, restrictive agreements, boycotts, tie-in
arrangements exclusive of reciprocal dealings, monopolizing, price inducements,
and discriminatory allowances are or may be illegal. All employees shall scrupu-
lously avoid violations of the antitrust laws. The corporation will not condone
any actions which an employee knew or should have known would violate the
antitrust laws or any other valid law or regulation.

A-3

The corporation and its units shall make no financial contributions to
a political party or to a candidate running for any elective office. This policy
applies to all political parties or candidates worldwide, even when permitted by
local law. Payments, regardless of amount, to any government employee, or gifts
or services of substantial value or lavish entertainment, regardless of motive,
are prohibited.

Relationships with public employees shall be so conducted that neither
the officials nor the company's integrity would be compromised if the full
details of the relationship became a matter of public knowledge.

Lakeland and Conflicts of Interest

It has always been, and continues to be, the corporation's intent that
its employees maintain the highest standards of loyalty in their conduct of
company affairs. In essence, company employees shall deal with suppliers,
customers, and other persons doing business or seeking to do business with the
corporation in a manner that eliminates consid- erations of personal advantage.

Because they hold positions of trust in the corporation, a director, an
officer, or any employees may not make a profit from the corporation because of
their official position. They are also clearly prohibited from engaging in a
competing business.

In addition to the legal responsibility of the directors and officers,
it is the duty of all employees to act in the best interests of the corporation
and to avoid situations which might produce a conflict between their own
interests and those of the corporation. Employees shall have no financial
interest in any firm doing business with or seeking to do business with the
corporation, nor shall they accept employment outside the company which may
result in a conflict of interest, unless same is fully disclosed and approved by
a disinterested group of officers and/or directors.

A-4

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

REVOCABLE PROXY
LAKELAND INDUSTRIES, INC.
711-2 Koehler Avenue, Ronkonkoma, New York 11779-7410

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Raymond J. Smith and Eric O. Hallman as
proxies, each with power to appoint his substitute, and hereby authorizes them
to represent and to vote, as designated hereon, all the shares of common stock
of Lakeland Industries, Inc., held of record by the undersigned on April 26,
2002 at the annual meeting of stockholders to be held on June 19, 2002 or any
adjournment there of.

1. Election of Director

Christopher J. Ryan

With-
For hold
[_] [_]

2. Other Business

1. In their discretion, the Proxies areauthorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY WHEN PROPERLYEXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.

Please sign exactly as your name appears on this card. When shares are
held by joint tenants, bothshould sign. When signing as attorney, executor,
administrator, trusteeor guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

Please be sure to sign and date this Proxy in the box below.

____________________________________________________
Date

____________________________________________________
Stockholder sign above

____________________________________________________
Co-holder (if any) sign above

Detach above card, sign, date and mail in postage paid envelope provided.

LAKELAND INDUSTRIES, INC.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

____________________________________________________