SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               ___________________

                                    FORM 10-Q

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

                  For the Quarterly Period Ended June 30, 1999

                                       OR

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

                        For the transition period from to

                         Commission file number 0-1282-3

                             Swiss Army Brands, Inc.
             (Exact name of registrant as specified in its charter)


                               Delaware 13-2797726
          (State of incorporation) (I.R.S. Employer Identification No.)

                 One Research Drive, Shelton, Connecticut 06484
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (203) 929-6391

                                 NOT APPLICABLE
             (Former name, former address and former fiscal year, if
                          changed since last report.)

     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  12 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 90 days.
                                                                    Yes  X    No

     The  number  of  shares  of  Registrant's  Common  Stock,  $.10 par  value,
outstanding on August 10, 1999, was 7,861,510 shares.
<PAGE>





                            SWISS ARMY BRANDS, INC.
                                AND SUBSIDIARIES
                                      INDEX


PART I:  FINANCIAL INFORMATION                                         Page No.
------------------------------

Item 1.     FINANCIAL STATEMENTS

            Consolidated Balance Sheets as of
            June 30, 1999 and December 31, 1998.                        3 - 4

            Consolidated Statements of Operations
            for the Three and Six Months Ended
            June 30, 1999 and 1998.                                         5

            Consolidated Statements of Stockholders'
            Equity for the Six Months Ended
            June 30, 1999 and 1998.                                         6

            Consolidated Statements of Cash Flows
            for the Six Months Ended June 30, 1999
            and 1998.                                                       7

            Notes to Consolidated Financial Statements                 8 - 10

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS                                                11 - 14


Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES
            ABOUT MARKET RISK                                              15



Part II:  OTHER INFORMATION
---------------------------

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF
            SECURITY HOLDERS                                               16

Item 6.     EXHIBITS AND REPORTS ON FORM 8-K                               17

Signatures                                                                 18

The Exhibit Index appears on page 17.


                                       2
<PAGE>
<TABLE>
<CAPTION>


                    SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                     (in thousands, except for share data)
                                     Assets






                                                   June 30,       December 31,
                                                     1999             1998
                                                  -----------     ------------
                                                  (unaudited)

<S>                                                   <C>            <C>
Current assets:
   Cash and cash equivalents                           $551           $1,309

   Accounts receivable, less
    allowance for doubtful accounts
    of $975, respectively                            24,843           31,321

   Inventories                                       41,797           28,890

   Deferred income taxes                              2,217            2,205

   Prepaid and other                                  4,143            6,658
                                                    --------         --------
      Total current assets                           73,551           70,383
                                                    --------         --------
Deferred income taxes                                 1,355            1,069

Property, plant and equipment, net                    4,768            3,735

Investments                                           4,522            9,467

Goodwill and foreign distribution rights, net         8,714            2,875

Other assets, net                                    12,539           12,875
                                                    --------         --------
Total Assets                                       $105,449         $100,404
                                                   =========        =========
</TABLE>





The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.



                                       3

<PAGE>
<TABLE>
<CAPTION>

                    SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                     (in thousands, except for share data)
                      Liabilities and Stockholders' Equity



                                               June 30,        December 31,
                                                 1999              1998
                                              ----------       ------------
                                             (unaudited)
<S>                                           <C>                <C>
Current liabilities:

   Line of credit                              $12,890            $5,140

   Accounts payable                             12,574            12,439

   Accrued liabilities                           7,402             8,227
                                              ---------         ---------
   Total current liabilities                    32,866            25,806

Commitments and contingencies

Stockholders' equity:
   Preferred stock, par value $.10 per
      share: shares authorized -2,000,000;
      no shares issued                             -                 -

   Common stock, par value $.10 per
      share: shares authorized -
      18,000,000; shares issued - 8,868,218
      and 8,858,218, respectively                  886               885

   Additional paid-in capital                   48,025            46,472

   Accumulated other comprehensive
     income (loss)                                (433)              177

   Retained earnings                            32,977            35,456
                                              ---------         ---------
                                                81,455            82,990

   Less:  Treasury stock: 1,006,708
          and 958,108, respectively             (8,711)           (8,194)
          Deferred compensation                   (161)             (198)
                                              ---------         ----------
Total stockholders' equity                      72,583            74,598
                                              ---------         ----------
Total Liabilities and Stockholders' Equity    $105,449          $100,404
                                              =========         ==========

</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.


                                       4

<PAGE>
<TABLE>
<CAPTION>


                    SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands, except for per share data)
                                   (unaudited)


                                   Three Months Ended       Six Months Ended
                                        June 30,                June 30,
                                   1999         1998       1999        1998

<S>                            <C>           <C>         <C>        <C>

Net sales                       $30,396       $30,187     $53,966    $54,797

Cost of sales                    18,406        18,550      33,027     33,925
                                --------      --------    --------   --------
Gross profit                     11,990        11,637      20,939     20,872

Selling, general and
 administrative expenses         11,330        11,530      21,320     21,835
                                --------      --------    --------   --------
Operating income (loss)             660           107        (381)      (963)

Interest income (expense)
 and other, net                    (143)           66        (136)       116

Gain (loss) on sale (write-down)
 of investments                  (2,700)           -       (2,280)     1,500
                                --------      --------    --------   --------
Total interest and
 other income, net               (2,843)           66      (2,416)     1,616
                                --------      --------    --------   --------
Income (loss) before
 income taxes                    (2,183)          173      (2,797)       653

Income tax provision (benefit)      (57)           70        (318)       264
                                --------      --------    ---------  --------
Net income (loss)               ($2,126)         $103     ($2,479)      $389
                                ========      ========    =========  ========
Earnings per share:
   Basic                         ($0.27)        $0.01      ($0.32)     $0.05
   Diluted                       ($0.27)        $0.01      ($0.32)     $0.05


Weighted average number of
shares outstanding:
   Basic                          7,854         8,219       7,869      8,216
   Diluted                        7,854         8,261       7,869      8,241



</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                    SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                     (in thousands, except for share data)


                                                                   Accumulated
                                  Common Stock       Additional      Other
                                 Par Value  $.10      Paid-In     Comprehensive    Retained    Treasury   Comprehensive
                                Shares     Amount     Capital      Income (Loss)   Earnings      Stock     Income (Loss)
<S>                          <C>           <C>       <C>               <C>         <C>          <C>             <C>

BALANCE
December 31, 1997             8,823,718     $882      $46,186          ($240)       $33,993     ($5,113)

Comprehensive Income:
   Net  income for six
      months ended
      June 30, 1998                 -         -           -               -             389         -            $389

   Unrealized gain on
      marketable securities         -         -           -              327            -           -             327

   Foreign currency
      translation adjustment        -         -           -             (102)           -           -            (102)
                                                                                                                 -----
Comprehensive Income                                                                                             $614
Stock options exercised           9,500        1           70             -             -           -            =====
                             -----------    ------     --------        -------      --------     --------
BALANCE
June 30, 1998 (unaudited)     8,833,218     $883      $46,256           ($15)       $34,382     ($5,113)
                             ===========    ======     ========        =======      ========     ========

BALANCE
December 31, 1998             8,858,218     $885      $46,472           $177        $35,456     ($8,194)

Comprehensive Loss:
   Net  loss for six  months
   ended June 30, 1999              -         -           -               -         ($2,479)        -         ($2,479)

   Foreign currency
      translation adjustment        -         -           -              153            -           -             153

   Change in unrealized gain
       in  marketable                                                                                            (763)
      securities                    -         -           -             (763)           -           -
                                                                                                              --------
Comprehensive Loss                                                                                            ($3,089)
                                                                                                              ========
Acquisition of Bear MGC
Cutlery, Inc.                       -         -         1,500             -             -           -

Stock options
   exercised                     10,000        1           53             -             -           -

Repurchase of
  common stock                      -         -           -               -             -          (517)
                            ------------    ------     -------        -------       ---------    --------
BALANCE
June 30, 1999
(unaudited)                   8,868,218     $886      $48,025          ($433)      ($32,977)    ($8,711)
                            ============    ======    ========        =======       =========    ========

</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements



                                       6
<PAGE>
<TABLE>
<CAPTION>


                    SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)

                                                          Six Months Ended
                                                              June 30,
                                                         1999           1998
<S>                                                     <C>             <C>

Cash flows from operating activities:
   Net income (loss)                                    ($2,479)         $389
   Adjustments to reconcile net income to cash
   provided from operating activities:
      Depreciation and amortization                       1,526         1,426
      Gain (loss) on sale (write-down)
       of investments                                     2,280        (1,500)
      Stock compensation expense                             37           -
      Deferred income taxes                                (298)           26

Changes in other current assets and liabilities:
   Accounts receivable                                    7,681         1,837
   Inventories                                          (11,283)       (3,136)
   Prepaid and other                                      2,573          (328)
   Accounts payable                                        (252)        3,174
   Accrued liabilities                                   (1,151)       (1,277)
                                                        --------       -------
        Net cash provided from (used for)
            operating activities                         (1,366)          611
                                                        --------       -------
Cash flows from investing activities:
   Acquisition of Bear MGC Cutlery, Inc., net
      of cash acquired                                   (7,791)           -
   Capital expenditures                                    (735)         (576)
   Additions to other assets                                (61)         (620)
   Proceeds from sale of investments                      1,972         1,613
                                                        --------       -------
         Net cash provided from (used for)
             investing activities                        (6,615)          417
                                                        --------       -------
Cash flows from financing activities:
   Repurchase of common stock                              (517)           -
   Borrowings under bank agreements                      28,395            -
   Repayments under bank agreements                     (20,645)           -
   Proceeds from exercise of stock options                   54            71
                                                        --------       -------
        Net cash provided from financing activities       7,287            71
                                                        --------       -------
Effect of exchange rate changes on cash                     (64)          (26)
                                                        --------       -------
Net increase (decrease) in cash                            (758)        1,073
   Cash and cash equivalents, beginning of period         1,309         1,078
                                                        --------       -------
   Cash and cash equivalents, end of period                $551        $2,151
                                                        ========       =======

Cash paid during the period:
   Interest                                                $124            $5
                                                        ========       =======
   Income taxes                                            $355          $811
                                                        ========       =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements

                                       7
<PAGE>

                    SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1999 and 1998
                                  (unaudited)

CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
     The consolidated  financial statements included in this Form 10-Q have been
prepared by Swiss Army Brands,  Inc.  ("Swiss  Army" or the  "Company")  without
audit.  Certain  information  and  footnote  disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted  pursuant to the rules and regulations
of  the  Securities  and  Exchange  Commission.   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 report on Form
10-K for the year ended  December 31, 1998.  In the opinion of management of the
Company,   the  interim  financial   statements   included  herein  reflect  all
adjustments,  consisting only of normal recurring  adjustments,  necessary for a
fair  presentation  of the financial  position,  results of operations  and cash
flows for the interim periods presented. The preparation of financial statements
in conformity with generally accepted accounting  principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.  Due to the seasonal nature of the Company's business, the
results of operations  for the interim  periods  presented  are not  necessarily
indicative of the operating results for the full year.

INVENTORIES
-----------
     Domestic  inventories  are stated at the lower of cost  (determined  by the
last-in,  first-out (LIFO) method) or market.  Foreign inventories are valued at
the  lower  of  cost  or  market  determined  by the  FIFO  method.  Inventories
principally consist of finished goods.

ACQUISITION
-----------
     On  April  16,  1999,  Swiss  Army  and  Bear  Cutlery,  Inc.,  a  Delaware
corporation  and a wholly-owned  subsidiary of  Swiss  Army  (collectively,  the
"Buyer") entered into an Asset Purchase  Agreement (the  "Agreement")  with Bear
MGC Cutlery, Inc. ("Bear MGC") and the stockholders (the "Shareholders") of Bear
MGC,  pursuant to which the Buyer acquired  substantially  all of the assets and
assumed  certain  of the  liabilities  of Bear  MGC.  In  consideration  for the
acquisition of the assets, the Buyer paid Bear MGC $6,970,000 in cash and repaid
debt of $298,000 upon execution of the Agreement.  In further  consideration  of
the acquired assets, on each of April 16, 2000, 2001 and 2002, the Company shall
transfer to Bear MGC 52,868 shares of the Swiss Army's  common stock,  valued at
$500,000  (based on the average  daily  closing price of the Common Stock during
the 30 trading days prior to April 16, 1999). The total value of these shares of
Common  Stock is included in  additional  paid-in  capital as of June 30,  1999.
Pursuant  to  the  Agreement,  Swiss  Army  may  also  pay  up to an  additional
$2,500,000 in either cash or a  combination  of cash and shares as determined in
accordance with the Agreement,  if Bear MGC attains certain earnings targets for
the year ending December 31, 1999.


                                       8
<PAGE>


     The purchase method of accounting was used to account for the  acquisition.
The aggregate purchase price has been allocated to the assets and liabilities of
Bear MGC based on preliminary estimates of fair market value. The purchase price
does not include the additional  consideration("Earnings Pay-out") to be paid to
Bear  MGC if Bear MGC  attains  certain  earnings  targets  for the year  ending
December 31, 1999. Any adjustments,  except for the Earnings Pay-out,  resulting
from the final purchase price  allocation,  which could result in changes to the
carrying values of assets and liabilities,  including goodwill, are not expected
to be material to the consolidated financial statements.  The purchase price has
resulted in acquired goodwill and other intangible assets of approximately  $6.2
million,  which is being amortized,  on a straight-line basis over 20 years. The
following is a summary of the preliminary allocation (in thousands):
<TABLE>
<CAPTION>
                       <S>                                       <C>
                        Cash..................................... $    16
                        Accounts receivable......................   1,215
                        Inventory................................   1,496
                        Other current assets.....................      13
                        Plant and equipment......................   1,025
                        Intangible assets and goodwill...........   6,238
                        Accrued expenses and other liabilities...    (396)
                        Debt.....................................    (298)
                                                                   -------
                                                                   $9,309
                                                                   =======
</TABLE>

INVESTMENTS
-----------
<TABLE>
<CAPTION>

        Investments consist of the following:
                                             June 30,1999      December 31, 1998
                                                     (in thousands)
       <S>                                      <C>                    <C>

        Preferred units of Hudson
           River Capital LLC (A)                 $3,613                 $6,313
        Preferred units of
           Victory Ventures LLC (B)                 851                    851
                                                 -------                -------
           Total investments in preferred units  $4,464                 $7,164

        Common stock of Iron Mountain
           Incorporated (C)                         -                   $2,273
        Common stock of Chaparral Resources,
           Inc. (D)                                  58                     30
                                                 -------                -------
           Total investments in common stock    $    58                 $2,303
                                                 -------                -------
        Total investments                        $4,522                 $9,467
                                                 =======                =======
</TABLE>

(A)  Hudson  River  Capital  LLC,  ("Hudson  River")  is a private  equity  firm
specializing  in middle  market  acquisitions,  re-capitalization  and expansion
capital  investments.  In the three  months  ended June 30,  1999,  the  Company
recorded a $2.7 million  non-cash  write-down of the  investment in Hudson River
due to the  permanent  impairment  of the value of the  investment.  The Company
accounts for this investment on the cost basis,  subject to review for permanent
impairment.  Since this  investment  does not have a readily  determinable  fair
value, the valuation is subject to uncertainty.

(B) Victory Ventures LLC is a private equity firm  specializing in small venture
capital investments.

                                       9
<PAGE>


(C) Iron Mountain,  Inc., a publicly traded company,  is a full service provider
of records  management and related  services.  The Company sold its common stock
investment  in Iron  Mountain,  Inc. in January  1999 and  recognized  a gain of
approximately $420,000.

(D) Chapparal Resources,  Inc.  ("Chapparal"),  a publicly traded company, is an
independent oil and gas exploration  and production  company.  At June 30, 1999,
the Company owned 1,461 shares  (adjusted for a reverse stock split of one share
in exchange for sixty) of Chapparal common stock valued at $39.50 per share. The
Company  accounts for this  investment at fair value,  with changes between cost
and fair value reflected as a component of stockholders'equity.


EARNINGS PER SHARE
------------------
     For the periods ended June 30, 1999, the weighted  average number of shares
of common stock  outstanding do not include the dilutive effect of stock options
as they would have anti-dilutive effect.

INCOME TAXES
------------
     Income taxes are provided at the projected  annual  effective tax rate. The
income tax  benefit  for the  interim  1999  periods  are lower than the federal
statutory  rate of 34% as the  Company  has taken  limited  tax  benefits on the
capital loss write-down of the Hudson River investment. The income tax provision
for the  interim  1998  periods  exceed the  federal  statutory  rate of 34% due
primarily to state income taxes (net of federal benefit).


















                                       10
<PAGE>


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                                  (unaudited)

FORWARD LOOKING STATEMENTS
--------------------------

     The following discussion contains, in addition, to historical  information,
forward looking statements.  The forward looking statements were prepared on the
basis of certain assumptions which relate, among other things, to the demand for
and cost of purchasing and marketing the Company's products; the prices at which
such products may be sold; new product development; seasonal selling trends; the
Swiss franc - U.S.  dollar  exchange  rates;  the extent to which the Company is
able to successfully hedge against foreign currency fluctuations;  the impact of
the Year 2000 issue on the Company's financial position or results of operations
and the  Company's  anticipated  credit needs and ability to obtain such credit.
Even if the assumptions  upon which the projections are based prove accurate and
appropriate,  the actual  results of the Company's  operations in the future may
vary widely from financial projections due to increased competition,  changes in
consumer tastes and other factors not yet known or anticipated. Accordingly, the
actual  results of the  Company's  operations in the future may vary widely from
the forward looking statements included herein.

RESULTS OF OPERATIONS
---------------------

Comparison of the Three Months Ended June 30, 1999 and 1998
-----------------------------------------------------------

     Sales for the three months ended June 30, 1999 were $30.4 million  compared
with $30.2 million for the same period in 1998, representing an increase of $0.2
million or 0.7%.  The sales  increase was primarily due to $1.4 million in sales
by Bear Cutlery, Inc. ("Bear") and an increase in watch sales, offset in part by
a decrease in sales of Swiss Army Brand Sunglasses and Victorinox Original Swiss
Army Knives.  The Company,  through Bear,  acquired  certain  assets and assumed
certain liabilities of Bear MGC Cutlery, Inc. in April 1999.

     Gross  profit of $12.0  million  for the three  months  ended June 30, 1999
increased $0.4 million or 3.0% from 1998. The gross profit margin percentage for
the  second  quarter of 1999 of 39.4% was higher  than the gross  profit  margin
percentage  of 38.5%  reported for the same period in 1998  primarily due to the
increase in the value of the U.S.  dollar  versus the Swiss franc and  favorable
product mix. The Company's gross profit margin is a function of both product mix
and Swiss franc exchange rates.  Since the Company imports  virtually all of its
products  from  Switzerland,  its  costs are  affected  by both the spot rate of
exchange and by its foreign currency  hedging  program.  The Company enters into
foreign  currency  contracts and options to hedge the exposure  associated  with
foreign currency  fluctuations.  Based upon current Swiss franc requirements the
Company believes it is hedged through the second quarter of 2000. However,  such
hedging activity cannot eliminate the long-term  adverse impact on the Company's
competitive  position  and  results  of  operations  that  would  result  from a
sustained  decrease  in the value of the dollar  versus the Swiss  franc.  These
hedging  transactions,  which are meant to reduce foreign  currency  risk,  also
reduce the beneficial effects to the Company if the dollar increases relative to
the  Swiss  franc.   The  Company   plans  to  continue  to  engage  in  hedging
transactions;  however,  it is  uncertain  of the extent to which  such  hedging
transactions will reduce the effect of adverse currency fluctuations.


                                       11
<PAGE>


     Selling,  general and  administrative  expenses  for the three months ended
June 30, 1999 of $11.3  million  were $0.2 million or 1.7% lower than the amount
for the  comparable  period in 1998. The decrease was primarily due to decreased
expenses for advertising and promotion  related to Swiss Army Brand  Sunglasses,
offset in part by the operating  expenses of Bear. As a percentage of net sales,
total selling general and  administrative  expenses decreased from 38.2% in 1998
to 37.3% in 1999.

     Interest  income  (expense) and other,  net was expense of $143,000 for the
three  months  ended June 30,  1999,  as  compared  to income of $66,000 for the
comparable period in 1998 primarily due to increased  borrowings  related to the
acquisition of Bear MGC Cutlery, Inc.

     Loss on  write-down  of  investments  was $2.7  million  in 1999 due to the
write-off of the  Company's  investment  in Hudson River  Capital LLC, a private
equity firm.

     As a result of these  changes,  income  (loss)  before income taxes for the
three  months  ended June 30,  1999 was a loss of  $2,183,000  versus  income of
$173,000 for the same period in 1998, a change of $2,356,000.

     Income tax expense  (benefit) was provided at an effective rate of 2.6% and
40.5%,  respectively.  The income tax benefit for 1999 was  significantly  lower
than the federal  statutory  rate of 34% as the  Company  has taken  limited tax
benefits on the capital loss write-down of the Hudson River investment.

     As a result, net income (loss) for the three months ended June 30, 1999 was
a loss of  $2,126,000  ($0.27 per  share-basic  and  diluted)  versus  income of
$103,000  ($0.01 per share  -basic and  diluted)  for the same period in 1998, a
change of $2,229,000.


Comparison for the Six Months Ended June 30, 1999 and 1998
----------------------------------------------------------

     Sales for the six months  ended June 30, 1999 were $54.0  million  compared
with $54.8 million for the same period in 1998,  representing a decrease of $0.8
million or 1.5%. The sales decrease was due to a decrease in sales of Victorinox
Original  Swiss Army Knives and Swiss Army Brand  Sunglasses,  offset in part by
$1.4 million in sales by Bear.

     Gross  profit of $20.9  million  for the six  months  ended  June 30,  1999
increased by $67,000 or 0.3% from 1998.  The gross profit margin  percentage for
the six  months  of 1999 of 38.8%  was  higher  than  the  gross  profit  margin
percentage  of 38.1%  reported for the same period in 1998  primarily due to the
increase in the value of the U.S.  dollar  versus the Swiss franc and  favorable
product mix.

     Selling,  general and administrative expenses for the six months ended June
30, 1999 of $21.3  million  were $0.5  million or 2.4% lower than the amount for
the  comparable  period in 1998.  The  decrease was  primarily  due to decreased
expenses for  advertising and promotion  related to Swiss Army Brand  Sunglasses
offset in part by the operating  expenses of Bear. As a percentage of net sales,
total selling general and  administrative  expenses decreased from 39.8% in 1998
to 39.5% in 1999.

                                       12



<PAGE>

     Interest  income  (expense) and other,  net was expense of $136,000 for the
six  months  ended  June 30,  1999 as  compared  to  $116,000  of  income in the
comparable period in 1998 due to increased borrowings related to the acquisition
of Bear MGC Cutlery, Inc.

     Gain (loss) on sale  (write-down) of investments was a loss of $2.3 million
in 1999 versus a gain of $1.5 million in 1998. In 1999,  the Company  recorded a
$420,000 gain on the sale of its common stock investment in Iron Mountain,  Inc.
and recorded a $2.7 million  write-down of its  investment  in Hudson River.  In
1998,  the  Company  recorded  a $1.5  million  gain  due to a  cash  and  stock
distribution from the Company's investment in Hudson River Capital LLC.

     As a result of these changes, income (loss) before income taxes for the six
months ended June 30, 1999 was a loss of  $2,797,000  versus  income of $653,000
for the same period in 1998, a change of $3,450,000.

     Income tax expense (benefit) was provided at an effective rate of 11.4% and
40.4% in 1999 and  1998,  respectively.  The  income  tax  benefit  for 1999 was
significantly  lower than the  statutory  rate of 34% as the  Company  has taken
limited  tax  benefits  on the  capital  loss  write-down  of the  Hudson  River
investment.

     As a result, net income (loss) for the six months ended June 30, 1999 was a
loss of  $2,479,000  ($0.32  per share - basic  and  diluted)  versus  income of
$389,000  ($0.05 per share - basic and  diluted)  for the same period in 1998, a
change of $2,868,000.

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

     As of June 30,  1999,  the  Company had  working  capital of $40.7  million
compared with $44.6 million as of December 31, 1998, a decrease of $3.9 million.
Significant  uses of  working  capital  included  the  acquisition  of Bear  MGC
Cutlery,  Inc.,  capital  expenditures  of $0.7 million and  repurchases  of the
Company's common stock of $0.5 million.  A significant source of working capital
included  proceeds of $2.0 million from the sale of its common stock  investment
of Iron Mountain,  Inc. The Company  currently has no material  commitments  for
capital expenditures.

     Cash used in operating activities was approximately $1.4 million in the six
months  ended  June  30,  1999 as  compared  to  cash  provided  from  operating
activities of $0.6 million in the comparable period in 1998. The change resulted
from a larger increase in inventory in 1999 compared to 1998,  offset in part by
a larger decrease in accounts receivable in 1999 compared to 1998.

     The Company meets its short-term  liquidity  needs with cash generated from
operations, and, when necessary, bank borrowings under its bank agreement. As of
June 30, 1999, the Company had $12,890,000 of outstanding  borrowings  under its
bank  agreement.  The Company  currently  has a $15.0 million  revolving  credit
agreement,  which expires in September 1999. The Company is currently  reviewing
its  options to  establish  a new credit  agreement,  including  increasing  the
available  borrowing amount from $15.0 million,  and believes it can establish a
new credit agreement at the appropriate date. The Company's short-term liquidity
is affected  by  seasonal  changes in sales and  inventory  levels.  The Company
believes its current  liquidity  levels and financial  resources  continue to be
sufficient to meet its operating needs.

                                       13
<PAGE>


Year 2000
---------

     The  Company  has been  conducting  a review of its  computer  systems  and
operations  to  identify  those  areas that could be affected by the "Year 2000"
issue and has developed an implementation plan to minimize disruption.

     The Company has completed the assessment phase of its internal  information
computer  systems.  Based upon that  assessment,  certain  computer systems were
vulnerable to the Year 2000 issues. As a result of that assessment,  the Company
made certain  modifications to existing  software and hardware,  and invested in
new  software  and  hardware.  As a result  of those  actions,  which  have been
completed,  the Company  believes  all the Year 2000 issues as it relates to its
own computer systems have been solved and will not pose significant  operational
concerns.  The costs  associated with the Year 2000 compliance for the Company's
computer  systems  primarily  included costs to upgrade  non-compliant  computer
systems.  The  majority  of these costs were  incurred  in the normal  course of
business as the Company has continually  upgraded their hardware and software to
keep pace with technological  advances. The costs of the Year 2000 initiative as
it relates to its own internal systems was less than $100,000,  and as discussed
above, have been completed.

     The Company is working with its significant suppliers and service providers
to ensure  that those  parties  have  appropriate  plans to manage the Year 2000
issue as it relates to the Company's  operations.  The Company has  communicated
with its  significant  suppliers  and  service  providers  and based  upon those
communications  believes  that the Year 2000 problem will not affect the Company
as it relates to its significant suppliers or service providers.

     While the Company believes its planning efforts are adequate to address its
Year  2000  concerns,  there  can be no  assurance  that  the  systems  of other
companies  on  which  the  Company's  systems  and  operations  rely  on will be
converted on a timely basis and will not have a material  adverse  effect on the
Company.  However,  based on the  progress  the Company has made on its internal
initiative and the information available from third parties, the Company has not
identified a need to develop an extensive  contingency  plan for  non-compliance
issues at this time.  The need for such plan is evaluated on an ongoing basis as
part of the Company's overall Year 2000 initiative.

                                       14
<PAGE>


Item 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk

     The  Company  is exposed to market  risk from  changes in foreign  exchange
rates as the Company  imports  virtually all its products from  Switzerland.  To
minimize the risks associated with  fluctuations in the value of the Swiss franc
versus the U.S. dollar,  the Company enters into foreign currency  contracts and
options.  Pursuant to guidelines approved by its Board of Directors, the Company
is to engage in these  activities  only as a hedging  mechanism  against foreign
exchange  rate  fluctuations   associated  with  specific   inventory   purchase
commitments to protect gross margin and is not to engage in speculative trading.
Gains or losses on these  contracts  and options are deferred and  recognized in
cost of sales when the related  inventory is sold. At June 30, 1999, the Company
has  entered  into   foreign   currency   contracts   and  options  to  purchase
approximately  81,000,000  Swiss  francs in 1999 and 2000 at a weighted  average
rate $1.485 Swiss  franc/dollar.  At June 30, 1999, the unrealized loss on these
contracts and options was  approximately  $2.4 million.  The Company's  ultimate
unrealized gain or loss on these contracts and options will primarily  depend on
the  currency  exchange  rates in effect at the time the  contracts  and options
mature.

























                                       15
<PAGE>



PART II. - OTHER INFORMATION

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The annual meeting of the  stockholders  of the Company was held on May 14,
1999,  pursuant  to  notice,  at which  the  meeting  shareholders  elected  the
following directors:
<TABLE>
<CAPTION>

                           NUMBER OF VOTES                 NUMBER OF VOTES
                                FOR                           WITHHELD
      NAME                 ---------------                 ---------------
-----------------
<S>                         <C>                             <C>

A. Clinton Allen             7,512,089                       16,962
Clarke H. Bailey             7,511,889                       17,162
Thomas A. Barron             7,512,089                       16,962
Vincent D. Farrell, Jr.      7,511,889                       17,162
Herbert M. Friedman          7,511,941                       17,110
Peter W. Gilson              7,511,889                       17,162
Keith R. Lively              7,511,489                       17,562
Louis Marx, Jr.              7,511,945                       17,106
Robert S. Prather, Jr.       7,511,689                       17,362
Stanley R. Rawn, Jr.         7,511,593                       17,458
Eric M. Reynolds             7,512,089                       16,962
John Spencer                 7,511,593                       17,458
J. Merrick Taggart           7,511,889                       17,162
John V. Tunney               7,511,493                       17,558

</TABLE>





















                                       16
<PAGE>


Item 6.     EXHIBITS AND REPORTS ON FORM 8-K

A.)     Exhibits

 (2)    Not Applicable

 (3)    Not Applicable

 (4)    Not Applicable

(10)    Not Applicable

(11)    Statement  regarding  computation  of per share earnings is not required
        because the relevant  computation  can be clearly  determined  from  the
        material contained in the Financial Statements included herein.

(15)    Not Applicable

(18)    Not Applicable

(19)    Not Applicable

(22)    Not Applicable

(23)    Not Applicable

(24)    Not Applicable

(27)    Financial Data Schedule

(99)    Not Applicable

(B.)    The Company  filed a report on  Form 8-K on May 03, 1999 and a report on
        Form 8K/A on June 30, 1999 related  to  acquisition of Bear MGC Cutlery,
        Inc. For items 2 and 7. These reports included  several exhibits related
        to the acquisition of Bear MGC Cutlery, Inc.











                                       17
<PAGE>


                                   SIGNATURES

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


                                                       SWISS ARMY BRANDS, INC.


Date:  August 16, 1999
                                              By /s/ Thomas M. Lupinski
                                              Name:  Thomas M. Lupinski
                                              Title:    Senior Vice President &
                                              Chief Financial Officer,
                                              Secretary and Treasurer




































                                       18