UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                  Washington, DC  20549

                                        Form 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended August 30, 1997.
     

Commission File Number:  1-8509


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

Delaware                                             58-0962699
- --------                                             ----------

(State of other jurisdiction of            (IRS Employer Identification No.) 
incorporation or organization) 

         510 Broadhollow Road, Suite 300, Melville, New York 11747
         ---------------------------------------------------------
         (Address of principal executive offices)       (Zip Code)

                                  (516) 293-3172
                                  --------------
            (Registrant's telephone number, including area code)
                                                                
     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding twelve months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past ninety days.  X   YES        NO
                                                  -----       ----


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     As of October 6, 1997, the Registrant had outstanding 3,238,796 
shares of common stock not including 3,052 shares classified as Treasury 
Stock.





               NANTUCKET INDUSTRIES, INC. AND SUBSIDIARIES
                             QUARTERLY REPORT
                     FOR QUARTER ENDED AUGUST 30, 1997
               ---------------------------------------------
                                     
                                I N D E X
                                ----------


Part I.--FINANCIAL INFORMATION                                    PAGE  
- ------------------------------                                    -----

     Consolidated balance sheets........................            3

     Consolidated statements of operations..............            4

     Consolidated statements of cash flows..............            5

     Notes to consolidated financial statements.........           6-11

     Management's discussion and analysis of 
     financial condition and results of operations......          12-13


Part II.- OTHER INFORMATION.............................          14-15

Signature...............................................            16














                      Nantucket Industries, Inc. and Subsidiaries

                              CONSOLIDATED BALANCE SHEETS



                                                                                           AUGUST 31,    MARCH 1,
                                                                                              1997         1997
                                                                                          -------------  ---------
                                                                                           (UNAUDITED)      (1)
                                                                                                   
                                                 ASSETS

CURRENT ASSETS
  Cash..................................................................................  $      14,775  $   7,941
  Accounts receivable, less reserves of $157,000 and $149,000, respectively.............      3,362,591  5,872,734
  Inventories (Note 4)..................................................................      6,316,775  7,826,440
  Other current assets..................................................................        500,114    506,171
                                                                                          -------------  ---------
    Total current assets................................................................     10,194,255  14,213,286
PROPERTY, PLANT AND EQUIPMENT--NET......................................................      3,173,027  3,204,037
OTHER ASSETS--NET.......................................................................        536,896    645,880
                                                                                          -------------  ---------
                                                                                          $  13,904,178  $18,063,203
                                                                                          -------------  ---------
                                                                                          -------------  ---------
                                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES 
  Current maturities of long-term debt..................................................  $     535,297  $ 510,864
  Current portion of capital lease obligations..........................................         49,761     --
  Accounts payable......................................................................      1,018,209  1,081,133
  Accrued salaries and employee benefits................................................         83,246    348,361
  Accrued unusual charge (Note 7).......................................................        465,000    465,000
  Accrued expenses and other liabilities................................................        660,609    530,850
  Accrued royalties.....................................................................        600,989    368,860
  Income taxes payable (Note 5).........................................................          1,909      1,909
                                                                                          -------------  ---------
    Total current liabilities...........................................................      3,415,020  3,306,977
LONG-TERM DEBT..........................................................................      5,756,710  8,566,011
CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION.......................................        147,197
ACCRUED UNUSUAL CHARGE (Note 7).........................................................         66,863    270,868
CONVERTIBLE SUBORDINATED DEBENTURES (Note 6)............................................      2,760,000  2,760,000
                                                                                          -------------  ---------
                                                                                             12,145,790  14,903,856
COMMITMENTS AND CONTINGENCIES (Note8)

STOCKHOLDERS' EQUITY (Note 6)
  Preferred stock, $.10 par value; 500,000 shares authorized, of which 5,000 shares have
    been designated as non-voting convertible with liquidating preference of $200 per
    share and are issued and outstanding................................................            500        500
  Common stock, $.10 par value; authorized 20,000,000 shares; issued 3,241,848 at August
    30, 1997 and March 1, 1997..........................................................        324,185    324,185
  Additional paid-in capital............................................................     12,364,503  12,364,503
  Deferred issuance cost................................................................       (169,441)  (183,772)
  Accumulated deficit...................................................................    (10,741,422) (9,326,132)
                                                                                          -------------  ---------
                                                                                              1,778,325  3,179,284
Less 3,052 shares at August 30, 1997 and March 1, 1997 of common stock held in treasury,
  at cost...............................................................................         19,937     19,937
                                                                                          -------------  ---------
                                                                                              1,758,388  3,159,347
                                                                                          -------------  ---------
                                                                                          $  13,904,178  $18,063,203
                                                                                          -------------  ---------
                                                                                          -------------  ---------

 
- ------------------------
 
(1) Derived from audited financial statements.


The accompanying notes are an intergral part of these statements

                                       3



                 Nantucket Industries, Inc. and Subsidiaries

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (unaudited)



                                                            TWENTY-SIX WEEKS ENDED        THIRTEEN WEEKS ENDED
                                                         ----------------------------  --------------------------
                                                          AUGUST 30,     AUGUST 31,     AUGUST 30,    AUGUST 31,
                                                             1997           1996           1997          1996
                                                         -------------  -------------  ------------  ------------
                                                                                         
Net sales..............................................  $  11,561,289  $  14,662,655  $  5,203,953  $  7,974,742
Cost of sales..........................................      8,902,519     11,880,131     4,282,920     6,168,991
                                                         -------------  -------------  ------------  ------------

  Gross profit.........................................      2,658,770      2,782,524       921,033     1,805,751

Selling, general and administrative expenses...........      3,431,841      3,723,534     1,530,817     1,958,051
                                                         -------------  -------------  ------------  ------------

  Operating loss.......................................       (773,071)      (941,010)     (609,784)     (152,300)

Interest expense.......................................        642,219        554,390       315,557       282,701
                                                         -------------  -------------  ------------  ------------

  Net loss.............................................  ($  1,415,290) ($  1,495,400) ($   925,341) ($   435,001)
                                                         -------------  -------------  ------------  ------------
                                                         -------------  -------------  ------------  ------------

Net loss per share (Note 3)............................  ($       0.45) ($       0.51) ($      0.29) ($      0.15)
                                                         -------------  -------------  ------------  ------------
                                                         -------------  -------------  ------------  ------------

Weighted average common shares outstanding.............      3,238,796      3,010,774     3,238,796     3,032,752
                                                         -------------  -------------  ------------  ------------
                                                         -------------  -------------  ------------  ------------

 
The accompanying notes are an integral part of these statements.


                                       4

 
                   Nantucket Industries, Inc. and Subsidiaries

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 



                                                                                         TWENTY-SIX WEEKS ENDED
                                                                                      ----------------------------
                                                                                       AUGUST 30,     AUGUST 31,
                                                                                          1997           1996
                                                                                      -------------  -------------
                                                                                               

Cash flows from operating activities
 Net (loss) income..................................................................  ($  1,415,290) ($  1,495,400)
 Adjustments to reconcile net (loss) income to net cash provided by (used in)
  operating activities
   Depreciation and amortization....................................................         200,709        152,434
   Provision for doubtful accounts..................................................          24,000         60,000
   Gain on sale of fixed assets.....................................................          (5,491)
   Provision for obsolete and slow moving inventory.................................          88,906        265,000
   Decrease (increase) in assets
    Accounts receivable.............................................................       2,486,143       (501,161)
    Inventories.....................................................................       1,420,759        704,770
    Other current assets............................................................           6,057         53,486
   (Decrease) increase in liabilities
    Accounts payable................................................................         (62,924)      (627,537)
    Accrued expenses and other liabilities..........................................          96,773        (85,663)
    Income taxes payable............................................................                         (1,025)
    Accrued unusual charge..........................................................        (204,005)      (204,004)
                                                                                          -------------  -------------
   Net cash provided by (used in) operating activities..............................       2,635,637     (1,679,100)
                                                                                          -------------  -------------
Cash flows from investing activities
 Dispositions of property, plant and equipment......................................          68,402         68,453
 Decrease in other assets...........................................................         108,984            990
                                                                                          -------------  -------------

   Net cash provided by investing activities........................................         177,386         69,443
                                                                                          -------------  -------------

Cash flows from financing activities
 Prepayment of short-term debt......................................................        --             (800,000)
 Payments of capital lease obligations..............................................         (21,321)      --
 Issuance of common stock...........................................................        --              641,419
 Issuance of convertible subordinated debentures....................................        --            2,760,000
 Increase in deferred finance costs.................................................        --             (255,560)
 Repayments of revolving credit financing, net......................................      (2,784,868)      (736,202)
                                                                                          -------------  -------------
   Net cash provided by (used in) financing activities..............................      (2,806,189)     1,609,657
                                                                                          -------------  -------------
    NET INCREASE IN CASH............................................................   $       6,834     $        0

Cash at beginning of period.........................................................           7,941         15,085
                                                                                          -------------  -------------
Cash at end of period...............................................................   $      14,775  $      15,085
                                                                                          -------------  -------------
                                                                                          -------------  -------------
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:

 Cash paid during the period:

  Interest..........................................................................   $     395,873  $     494,675   
                                                                                          -------------  -------------
                                                                                          -------------  -------------
  Income taxes......................................................................        --             --
                                                                                          -------------  -------------
                                                                                          -------------  -------------


The accompanying notes are an integral part of these statements

                                       5


                                       
                            NANTUCKET INDUSTRIES, INC.
                                 AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             TWENTY-SIX WEEKS ENDED AUGUST 30, 1997 AUGUST 31, 1996
                                  (unaudited)
                                       
NOTE 1-RESTRUCTURING AND LIQUIDITY MATTERS

The accompanying financial statements have been prepared assuming that the 
Company will continue as a going concern. As more fully described in Note 8, 
Levi Strauss & Co., the parent company of Brittania Sportswear Ltd.. a 
licensor which accounted for 49% of the Company's fiscal 1997 sales, 
announced their intention to sell Brittania. In light of the actions 
announced by Levi's, K-Mart, the largest retailer of the Brittania brand and 
the Company's largest customer accounting for approximately $11 million of 
the Company's fiscal 1997 sales of Brittania product, advised the Company 
that it would no longer continue its on-going commitment to the Brittania 
trademark. In response, the Company filed a $37 million lawsuit against Levi 
Strauss & Co. In addition, the Company has incurred significant losses which 
have generally resulted in the Company using rather than providing cash from 
its operations.

As a result of the Brittania matter and the continuing losses, there can be 
no assurance that the Company can continue as a going concern. The financial 
statements do not include any adjustments relating to the recoverability and 
classification of recorded asset amounts or amounts and classifications of 
liabilities that might be necessary should the Company be unable to continue 
in existence. There can be no assurance that the ultimate impact or 
resolution of these matters will not have a materially adverse effect on the 
Company or on its financial condition.

In view of the issues described in the preceding paragraph, recoverability of 
a major portion of the recorded asset amounts shown in the accompanying 
balance sheet is dependent upon the continued operations of the Company, 
which in turn is dependent upon the Company's ability to maintain the 
financing of its working capital requirements on a continuing basis and to 
improve its future operations.

The Company has funded its operating losses by refinancing its debt in fiscal 
1995 and increasing its capital through (a) the sale of $1 million of 
non-voting convertible preferred stock to management in fiscal 1995; (b) the 
fiscal 1995 sale of treasury stock which increased equity by $2.9 million and 
(c) the completion, in August, 1996, of a $3.5 million private placement 
(Note 6).

The Company has been implementing a restructuring strategy to improve 
operating results and enhance its financial resources which included reducing 
costs, streamlining its operations and closing its Puerto Rico plant. In 
addition, Management has implemented

                                       6



additional steps to reduce its operating costs which it believes are 
sufficient to provide the Company with the ability to continue in existence. 
Major elements of these action plans include:

    The transfer of all domestic manufacturing requirements to foreign 
    manufacturing contracting facilities. The final phase of this program was 
    completed by the middle of the 1998 fiscal year. On September 30, 1997, 
    the Company sold  its 152,000 sq. ft. Cartersville, GA facility and  
    relocated to more appropriate space for its packaging and distribution 
    activities. (See Note 9).

    Staff reductions associated with the transfer of manufacturing to 
    offshore contractors, efficiencies and reduced volume.

    The relocation, in May, 1997, of executive offices and showrooms to more 
    appropriate, lower cost facilities.

Management believes these action plans will result in a $2.5 million 
reduction from fiscal 1997 overhead spending levels.

NOTE 2-CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheet as of August 30, 1997 and the consolidated 
statements of operations for the twenty-six and thirteen week periods and 
statements of cash flows for the twenty-six weeks ended August 30, 1997 and 
August 31, 1996 have been prepared by the Company without audit.  In the 
opinion of management, all adjustments (consisting of only normal recurring 
accruals) necessary for a fair presentation of the financial position of the 
Company and its subsidiaries at August 30, 1997 and the results of their 
operations for the twenty-six and thirteen week periods and cash flows for 
the twenty-six weeks ended August 30, 1997 and August 31, 1996 have been made 
on a consistent basis.

Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted. It is suggested that these 
consolidated financial statements be read in conjunction with the 
consolidated financial statements and notes thereto included in the Company's 
1997 Annual Report on Form 10-K.

The results of operations for the periods presented are not necessarily 
indicative of the operating results for the full year.

                                       7



NOTE 3-NET LOSS PER COMMON SHARE

In February, 1997, the Financial Accounting Standards Board issued a 
Financial Accounting Standard No. 128, "Earnings per Share", which is 
effective for financial statements for both interim and annual periods ending 
after December 15, 1997. Early adoption of the new standard is not 
permitted. The new standard eliminates primary and fully diluted earnings 
per share and requires presentation of basic and diluted earnings per share 
together with disclosure of how the per share amounts were computed. The 
adoption of this standard will not have any impact on the disclosure of per 
share results in the financial statements.

Net loss per common share is computed by dividing net loss by weighted 
average common shares outstanding during each year. Incremental shares from 
assumed conversions relating to the Convertible Subordinated Debentures, 
Stock Options and Warrants are not included since the effect would be 
antidilutive.

NOTE 4-INVENTORIES

Inventories are summarized as follows:





                                                  AUGUST 30,       AUGUST 31,
                                                    1997              1996
                                                  ----------       ----------
                                                             
          Raw Materials.......................    $  789,597       $1,469,835
          Work in Process.....................     1,699,212        4,161,763
          Finished Goods......................     3,827,966        3,555,271
                                                  ----------       ----------
                                                  $6,316,775       $9,186,869


NOTE 5-INCOME TAXES

At August 30, 1997 the Company had a net deferred tax asset approximating 
$6,000,000 which is fully reserved until it can be utilized to offset 
deferred tax liabilities or realized against taxable income. The Company had 
a net operating loss carryforward for book and tax purposes of approximately 
$12,500,000. Accordingly, no provision for income taxes has been reflected in 
the accompanying financial statements. Certain tax regulations relating to 
the change in ownership may limit the Company's ability to utilize its net 
operating  loss carryforward if the ownership change, as computed under such 
regulations, exceeds 50%. Through August 30, 1997 the change in 
ownership was approximately 46%.

                                       8



NOTE 6-PRIVATE PLACEMENT

August 15, 1996, the Company completed a $3.5 million private
placement with an investment partnership. Terms of this transaction
included the issuance of  250,000 shares and $2,760,000 12.5%
convertible subordinated debentures which are due August 15, 2001.
The convertible subordinated debentures are secured by a second
mortgage on the Company's manufacturing and distribution facility
located in Cartersville, GA. In conjunction with the sale of this
property on September 30, 1997 (Note 9), the Company prepaid
$707,000 of these debentures. 

The debentures, after giving effect to the prepayment related to the sale of 
the Company's facility referred to above, are convertible into the Company's 
common stock over the next five years as follows:


          Conversion Shares...................  305,000          176,967
          Conversion Price ...................    $3.83            $5.00

The agreement grants the investor certain registration rights for the shares 
issued and the Conversion Shares to be issued.

The difference between the purchase price of the shares issued and their fair 
market value aggregated $197,500. This was reflected as deferred issue costs 
and will be amortized over the expected 5 year term of the subordinated 
convertible debentures.

Costs associated with this private placement aggregated $409,000 including 
$104,000 relating to the shares issued which have been charged to paid in 
capital. The remaining balance of $305,000 will be amortized over the 5 year  
term of the debentures.

The Company utilized $533,333 of the proceeds to prepay all of its 
obligations pursuant to its Credit Agreement dated March 21, 1994 with 
Chemical Bank.

NOTE 7-UNUSUAL CHARGE

In March, 1994, the Company terminated the employment contracts of its 
Chairman and Vice Chairman. In accordance with the underlying agreement, 
they are to be paid an aggregate of approximately $400,000 per year in  
severance, as well as certain other benefits, through February 28, 1999. The 
present value of these payments, $1,915,000, was accrued at February 26, 1994.

                                       9



NOTE 8-LITIGATION

Phoenix Matter-

In September 1993, the Company filed an action against the former owners of 
Phoenix Associates, Inc. ("Phoenix"). The Company is seeking compensatory 
damages of approximately $4,000,000 plus declaratory and injunctive relief 
for acts of alleged securities fraud, fraudulent conveyances, breach of 
fiduciary trust and unfair competition in connection with the acquisition of 
the common stock of Phoenix.

Additionally, the Company has filed a demand for arbitration which seeks 
compensatory damages of $4,000,000, rescission of the stock purchase 
agreement, rescission of an employment agreement and other matters, all on 
account of alleged breaches of the stock purchase agreement, fraudulent 
misrepresentation and breach of fiduciary duties.

In November 1993, the former owners of Phoenix filed counterclaims against 
the Company alleging improper termination with regard to their employment 
agreement and breach of the stock purchase agreement.  The former owners have 
filed for damages of approximately $9,000,000. The actions remain in their 
preliminary stage. The Company considers the damages in the claim to be 
insupportable and believes it will likely prevail on its defenses to such 
counterclaims.

The Company is subject to other legal proceedings and claims which arise in 
the ordinary course of its business. In the opinion of management, the 
Phoenix litigation and other legal proceedings and claims will be 
successfully defended or resolved without a material adverse effect on the 
consolidated financial position or results of operation to the Company. No 
provision has been made by the Company with respect to the aforementioned 
litigation as of August 30, 1997.

Brittania Matter-

Since September, 1988, the Company has been a licensee of Brittania 
Sportswear, Ltd., a wholly-owned subsidiary of Levi Strauss & Co. to 
manufacture and market men's underwear and other products under the 
trademarks "Brittania" and "Brittania from Levi Strauss & Co.". Sales under 
this license aggregated $14.9 million in fiscal 1997, $14.6 million in fiscal 
1996 and $14.2 million in fiscal 1995.

As of January 1, 1997, the license was renewed for a 5 year term, including 
automatic renewals of 2 years if certain minimum sales levels are achieved.  
On January 22, 1997, Levi's announced their intention to sell Brittania. In 
light of the actions announced by Levi's, K-Mart, the largest retailer of the 
Brittania brand and the Company's largest  customer accounting for 
approximately $11 million of the Company's fiscal 1997 sales of Brittania 
product, advised the Company that it would no longer continue its on-going 
commitment to the Brittania trademark.

The Company has filed a $37 million lawsuit against Levi Strauss & Co. and 
Brittania Sportswear, Ltd.  alleging that it was fraudulently induced into 
entering into the new license agreement by Levi's action, in the spring of 
1996, linking Brittania with Levi's 

                                      10



including the marketing of a new trademark "Brittania from Levi Strauss & 
Co." In reliance on these actions and in anticipation of the continuing 
support by Levi's of the Brittania brand, the Company severed its 
long-standing relationship with a competing brand and developed new packaging 
to reflect the new marketing effort. There can be no assurance that the 
ultimate resolution of these matters will not have a materially adverse 
impact on the Company or on its financial condition.

NOTE 9-SALE OF  MANUFACTURING FACILITY

On September 30, 1997 the Company  completed the consolidation of its 
facilities and sold its 152,000 sq. foot manufacturing and distribution 
facility in Cartersville, GA. to Mimms Enterprises, a Real Estate Investment 
General Partnership, for cash aggregating $2,850,000.  The Company will 
reflect a gain on the sale in its third fiscal quarter of approximately 
$615,000. The proceeds were used to repay the $525,000 financing secured by 
this property and to prepay $707,000 of the convertible subordinated 
debentures secured by a second mortgage on this property. The remaining net 
proceeds were utilized to reduce the revolving credit financing.

The Company will be leasing 60,000 square feet of this facility through 
December 31, 1997. The Company expects to relocate to appropriate space in 
Georgia on January 1, 1998. This facility was sold in conjunction with the 
Company's decision to transfer  its manufacturing requirements to foreign 
manufacturing contracting facilities. It is anticipated that the annualized 
savings from this transaction, comprised of interest and occupancy costs, 
will exceed $125,000 per year.

NOTE 10-NEW ACCOUNTING PRONOUNCEMENTS

In June, 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standard No. 130, "Reporting Comprehensive Income" (SFAS 
130) and Statement of Financial Accounting Standard No. 131, "Disclosures 
about Segments of an Enterprise and Related Information" (SFAS 131). The 
Company will implement SFAS 130 and SFAS 131 as required in the fiscal year 
which will end February, 1999, which require the Company to report and 
display certain information related to comprehensive income and operating 
segments, respectively. Adoption of SFAS 130 and SFAS 131 will not impact the 
Company's financial position or results of operations.

                                      11


                                       
                             NANTUCKET INDUSTRIES, INC.
                                  AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Sales

Net sales for the quarter ended August 30, 1997 decreased 35% from prior year 
levels to $5,203,000. This decline, associated with lower unit volumes, 
reflects a $1.3 million increase of the Company's GUESS? products and a 53% 
decline from prior levels of the Company's men's fashion underwear products. 
The decline in the sales of the men's products is generally related to the 
phase-out of sales of Brittania product associated with the actions announced 
by Levi's to dispose of the Brittania brand. The increase in the sales of 
GUESS? products reflects increased sales as the Company increased the number 
of department store locations carrying the product and increased sales from 
the introduction of new fashion products. 

Gross Margin

Gross profit margins for the quarter ended August 30, 1997 decreased to 18% 
from the prior year levels of 23%. This reflects the impact of the disposal 
of certain extraneous raw materials in anticipation of the consolidation 
of the Company's facilities which was finalized on September 30, 1997
when the Company sold its 152,000 square foot manufacturing facility.
Gross profit margins excluding this non-recurring disposal of raw 
materials would have increased to approximately 25% reflecting the benefit of 
increased utilization of the lower cost off-shore manufacturing facilities. 
The current fiscal year reflects reduced levels of factory overhead.

Selling, general and administrative expenses   

Selling, general and administrative expenses were 29% of sales for the 
quarter ended August 30, 1997 and 24% of sales for the prior year period. 
This considers the impact of the lower sales volume on fixed cost levels. 
Selling expenses reflect the impact of the higher variable cost elements 
associated with the increase in GUESS? product sales. The Company has reduced 
general and administrative expenses in the second fiscal quarter by over 
$300,000 from prior year levels. Additional improvements will be reflected 
for the rest of the current fiscal year as the benefits of lower occupancy 
costs and reduced staffing levels are realized.

Interest Expense

Interest expense for the second fiscal quarter increased $33,000 from prior 
year levels reflecting increases in the prime rate and the higher rates 
associated with the $2.7 million Convertible Subordinated Debentures. This 
was offset by reductions from year end levels of the outstanding 

                                      12



revolving credit facility of $2.8 million for the six months to date, 
including  $217,000 in the second fiscal quarter. 

Liquidity and Capital Resources

The Company has incurred significant losses in recent years which have 
generally resulted in the Company using rather than providing cash from its 
operations.

In March, 1994 the Company was successful in refinancing its credit 
agreements with (i) a three year $15,000,000 revolving credit facility with 
Congress Financial; (ii) a $2,000,000 Term Loan Agreement with Chemical Bank; 
and (iii) an additional $1,500,000 Term Loan with Congress replacing the 
Industrial Revenue Bond financing of the Cartersville, Georgia manufacturing 
plant.  

Additionally, the Company has increased its equity over the past three years 
through (i) a $1,000,000 investment by the Management Group in fiscal 1995;  
(ii) the $2.9 million sale of 490,000 shares of common treasury stock to 
GUESS?, Inc. and certain of its affiliates; and (iii) the $3.5 million 
private placement which included the issuance of 250,000 shares and 
$2,760,000 convertible subordinated debentures. These transactions, combined 
with its stronger credit facilities, enhanced the Company's liquidity and 
capital resources.

The Company utilized the proceeds of the $3.5 million private placement to 
prepay existing debt. Overall, the Company has reduced its total long term 
debt by $2.8 million from levels at March 1, 1997. Working capital levels 
have declined $4.1 million from March 1, 1997 levels reflecting reductions in 
receivables and inventories utilized to reduce debt levels. The $1.5 million 
reduction in inventory levels reflects the Company's continuing strategy of 
replacing domestic manufacturing with off shore contractors.

The Company believes that the amended Congress credit facility, combined with 
the $3.5 million private placement, provides adequate financing flexibility 
to fund its operations at current levels. However, Congress Financial Corp. 
has temporarily limited $325,000 of the Company's borrowing availability 
pending a review of the valuation of the Company's inventories. In the 
opinion of the Company's management, this review will substantiate the 
inventory values and allow the Company to borrow a substantial portion of 
this temporary limitation. Until such review is completed, the Company's 
financial resources will be strained. 

The Company believes that the moderate rate of inflation over the past few 
years has not had significant impact on sales or profitability. 

Any statements contained in this report which are not historical facts are 
forward-looking statements that involve risks and uncertainties. Please refer 
to the business risks and uncertainties discussed elsewhere in this report 
and in the Company's recent report on Form 10-K.

                                      13



                                   PART  II

Item 1.  Legal Proceedings                                       None

Item 2.  Changes in Securities                                   None

Item 3.  Defaults Upon Senior Securities                         None

Item 4.  Submission of Matters to a Vote of Security Holders     None

Item 5.  Other Information                                       None

Item 6.  Exhibits and Reports on Form 8-K

Item 6(a)  Exhibits


           10(y)                                                Filed Herewith

           Purchase and Sale Agreement dated as of 
           July 31, 1997 by and among  Mimms Investments, 
           a Georgia general partnership and Nantucket 
           Industries, Inc. regarding the sale of the 
           Registrant's property located at 200 Cook 
           Street, Cartersville, GA.


           10(y)(i)                                             Filed Herewith

           Amendment dated August 14, 1997 to Purchase
           and Sale Agreement dated as of July 31, 1997
           by and among  Mimms Investments, a Georgia
           general partnership and Nantucket Industries,
           Inc. regarding the sale of the Registrant's
           property located at 200 Cook Street,
           Cartersville, GA.


           10(y)(ii)                                            Filed Herewith

           Amendment dated August 27, 1997 to Purchase
           and Sale Agreement dated as of July 31, 1997
           by and among  Mimms Investments, a Georgia
           general partnership and Nantucket Industries,
           Inc. regarding the sale of the Registrant's
           property located at 200 Cook Street,
           Cartersville, GA. 


                                       14



           10(ii)(iii)                                          Filed Herewith

           Amendment No. 4 dated March 18, 1997, to Loan 
           and Security Agreement dated as of March 21, 1994, 
           among Nantucket Industries, Inc. and Congress 
           Financial Corp.


           10(ii)(iv)                                           Filed Herewith

           Amendment No. 5 dated March 31, 1997, to Loan
           and Security Agreement dated as of March 21,
           1994, among Nantucket Industries, Inc. and
           Congress Financial Corp.


           10(ii)(v)                                            Filed Herewith

           Amendment No. 6 dated May  4, 1997, to Loan
           and Security Agreement dated as of March 21,
           1994, among Nantucket Industries, Inc. and
           Congress Financial Corp.


Item 27    Financial Data Schedule                              Filed Herewith


                                       15




                                      SIGNATURE


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


                                   NANTUCKET INDUSTRIES, INC.
                                   (Registrant)
                                   By: 





October 14, 1997                   s/Ronald S. Hoffman
                                   -------------------------

                                   Vice President - Finance 
                                   (Chief Accounting Officer)


                                       16