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 September 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 November 10, 1999 was 7,854,110 shares.
<PAGE>





                             SWISS ARMY BRANDS, INC.
                                AND SUBSIDIARIES
                                      INDEX


PART I:  FINANCIAL INFORMATION                                      Page No.

Item 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets as of
         September  30, 1999 (unaudited) and
         December 31, 1998.                                          3 - 4

         Consolidated Statements of Operations
         for the Three and Nine Months Ended
         September 30, 1999 and 1998 (unaudited).                        5

         Consolidated Statements of Stockholders'
         Equity for the Nine Months Ended
         September 30, 1999 and 1998 (unaudited).                        6

         Consolidated Statements of Cash Flows for
         the Nine Months Ended September 30, 1999
         and 1998 (unaudited).                                           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 6.  EXHIBITS AND REPORTS ON FORM 8-K                                16

Signatures                                                               16

The Exhibit Index appears on page 16.

                                       2

<PAGE>
<TABLE>
<CAPTION>

                    SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                     Assets


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

  <S>                                            <C>                <C>

   Current assets:
     Cash and cash equivalents                    $    -             $1,309

     Accounts receivable, less
     allowance for doubtful accounts
     of $975 for both periods                       29,463           31,321

     Inventories                                    38,643           28,890

     Deferred income taxes                           2,217            2,205

     Prepaid and other                               4,071            6,658
                                                  ---------        ---------
      Total current assets                          74,394           70,383
                                                  ---------        ---------

   Deferred income taxes                             1,355            1,069

   Property, plant and equipment, net                4,853            3,735

   Investments                                       4,479            9,467

   Intangible assets, net                            9,064            2,875

   Other assets, net                                13,557           12,875
                                                  ---------        ---------
   Total Assets                                   $107,702         $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)

                      Liabilities and Stockholders' Equity

                                                September 30,     December 31,
                                                    1999              1998
                                                -------------     ------------
                                                (unaudited)
<S>                                                <C>              <C>

Current liabilities:
   Accounts payable                                 $7,653           $5,140

   Accrued liabilities                               7,708           12,439

   Line of credit                                   18,990            8,227
                                                   --------         --------
     Total current liabilities                      34,351           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)        (449)             177

 Retained earnings                                  33,743           35,456
                                                  ---------        ---------
                                                    82,205           82,990

 Less:  Treasury stock; 1,014,108 and 950,108
        shares, respectively                        (8,711)          (8,194)
        Deferred compensation                         (143)            (198)
                                                  ---------        ---------

Total stockholders' equity                          73,351           74,598
                                                  ---------        ---------
Total Liabilities and Stockholders' Equity        $107,702         $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 per share data)
                                   (unaudited)



                                      Three Months Ended      Nine Months Ended
                                        September 30,            September 30,
                                   1999          1998       1999          1998

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

Net sales                        $33,026       $31,370    $86,992      $86,167

Cost of sales                     20,228        18,680     53,255       52,605
                                ---------     ---------  ---------    ---------
Gross profit                      12,798        12,690     33,737       33,562

Selling, general and
 administrative expenses          11,210        11,880     32,530       33,715
                                ---------     ---------  ---------    ---------
Operating income (loss)            1,588           810      1,207         (153)

Interest income (expense), net      (235)           (4)      (371)         112

Gain (loss) on investments           -             -       (2,280)       1,500
                                ---------     ---------  ---------    ---------
Total other income
  (expense), net                    (235)           (4)    (2,651)       1,612
                                ---------     ---------  ---------    ---------
Income (loss) before
  income taxes                     1,353           806     (1,444)       1,459

Income tax provision                 587           341        269          605
                                ---------     ---------  ---------    ---------
Net income (loss)                   $766          $465    ($1,713)        $854
                                =========     =========  =========    =========
Earnings per share:
   Basic                           $0.10         $0.06     ($0.22)       $0.10
                                   =====         =====     =======       =====
   Diluted                         $0.10         $0.06     ($0.22)       $0.10
                                   =====         =====     =======       =====

Weighted average number of
   shares outstanding:
   Basic                           7,854         8,213      7,864        8,215
                                   =====         =====      =====        =====
   Diluted                         8,048         8,237      7,864        8,241
                                   =====         =====      =====        =====


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





                                       5
<PAGE>

</TABLE>
<TABLE>
<CAPTION>

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

                                                                  Accumulated
                                 Common Stock      Additional       Other
                                                    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
   nine months ended
   September 30, 1998             -         -           -             -                854      -           $854
  Change in unrealized gain
   on  marketable securities      -         -           -             303              -        -            303
  Foreign currency
   translation adjustment         -         -           -            (165)             -        -           (165)
                                                                                                            -----
Comprehensive income                                                                                        $992
                                                                                                            =====
Stock options exercised           9,500     -            70           -                -        -
Stock grant                      25,000       3         216           -                -        -
Stock repurchase                  -         -           -             -                -     (2,563)
                             -----------  ------    ---------      --------       --------  ---------

BALANCE, September
30, 1998 (unaudited)          8,858,218    $885     $46,472         ($102)         $34,847  ($7,676)
                             ===========  ======    =========      ========       ========  =========
BALANCE
December 31, 1998             8,858,218    $885     $46,472          $177          $35,456  ($8,194)

Comprehensive Loss:
  Net loss for nine
   months ended
   September  30, 1999            -         -           -             -             (1,713)     -        ($1,713)
  Foreign currency
   translation adjustment         -         -           -             155              -        -            155
  Change in unrealized
   Gain in  marketable
   Securities                     -         -           -            (781)             -        -           (781)
                                                                                                         --------
Comprehensive Loss                                                                                       ($2,339)
                                                                                                         ========
Acquisition of Bear MGC
 Cutlery, Inc.                    -         -         1,500           -                -        -
Stock options exercised          10,000       1          53           -                -        -
Stock repurchase                  -         -           -             -                -       (517)
                             -----------  ------    --------       ---------      ---------  --------
BALANCE
September 30, 1999
(unaudited)                   8,868,218   $ 886     $48,025         ($449)         $33,743  ($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)

                                                         Nine months ended
                                                           September 30,
                                                          1999            1998
                                                          ----            ----
<S>                                                    <C>             <C>

Cash flows from operating activities:
   Net income (loss)                                   ($1,713)         $  854
   Adjustments to reconcile net income (loss) to cash
   provided from (used for) operating activities:
      Depreciation and amortization                      2,389           2,172
      Stock compensation expense                            55               3
      Deferred income taxes                               (298)             26
      (Gain) loss on sale of investments                 2,280          (1,500)
                                                       --------        --------
                                                         2,713           1,555

Changes in other current assets and liabilities:
   Accounts receivable                                   3,099            (257)
   Inventories                                          (8,147)         (1,253)
   Prepaid and other                                     2,651            (446)
   Accounts payable                                     (5,184)          1,296
   Accrued liabilities                                    (556)            692
                                                       --------        --------
     Net cash provided from (used for) operating
         activities                                     (5,424)          1,587

Cash flows from investing activities:
   Acquisition of Bear MGC Cutlery, Inc., net of
     cash acquired                                      (7,976)            -
   Capital expenditures                                 (1,190)         (1,115)
   Other assets                                         (2,031)         (1,917)
   Proceeds from sale of investment                      1,972           1,613
                                                       --------        --------
     Net cash (used for) investing activities           (9,225)         (1,419)
                                                       --------        --------
Cash flows from financing activities:
  Borrowings under the line of credit agreement         47,580           9,044
  Repayments under line of credit agreement            (33,730)         (7,214)
  Repurchase of common stock                              (517)         (2,563)
  Proceeds from exercise of stock options                   54              70
                                                       --------        --------
     Net cash provided from (used for)
      financing activities                              13,387            (663)
                                                       --------        --------
Effect of exchange rate changes on cash                    (47)             33
                                                       --------        --------
      Net decrease in cash and cash equivalents         (1,309)           (462)
   Cash and cash equivalents, beginning of period        1,309           1,078
                                                       --------        --------
   Cash and cash equivalents, end of period             $   -           $  616
                                                       ========        ========
Cash paid during the period:
   Interest                                             $  330          $   32
                                                       ========        ========
   Income taxes                                         $  425          $1,062
                                                       ========        ========

</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
                          SEPTEMBER 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 financial
statements  and notes thereto  included in the  Company's  Annual 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 September 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
allocation does not include the potential additional consideration to be paid to
Bear  MGC if Bear MGC  attains  certain  earnings  targets  for the year  ending
December 31, 1999.  Any  adjustments  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  $6.4 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............   6,421
                 Accrued expenses and other liabilities....    (396)
                 Debt......................................    (298)
                                                            ---------
                                                             $9,492
                                                            =========
</TABLE>

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

   Investments consist of the following:
                                      September 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)                  15                     30
                                            -------                -------
           Total investments in common
             stock                          $   15                 $2,303
                                            -------                -------
        Total investments                   $4,479                 $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 quarter ended June 30, 1999, the Company recorded a
$2.7 million  non-cash  write-down of its  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.

(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.

                                       9
<PAGE>


(D) Chapparal Resources,  Inc.  ("Chapparal"),  a publicly traded company, is an
independent  oil and gas exploration  and production  company.  At September 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 $10.25 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.

INCOME TAXES
------------

     Income taxes are provided at the projected  annual  effective tax rate. The
income tax benefit for the nine months  ended  September  30, 1999 is 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
provisions  for the three month  period  ended  September  30, 1999 and the 1998
periods  exceed the federal  statutory rate of 34% due primarily to state income
taxes (net of federal benefit).

EARNINGS PER SHARE
------------------

     For the nine month period ended  September 30, 1999,  the weighted  average
number of shares of common stock  outstanding do not include the effect of stock
options as they would have an anti-dilutive effect.

LINE OF CREDIT
--------------

     On September 30, 1998,  the Company  amended its line of credit  agreement,
which among other  things,  extended the  maturity of the  agreement to June 29,
1999.  The agreement  stated that the Company can borrow up to  $10,000,000  for
working capital  purposes at one of three interest rate options  available;  (i)
LIBOR plus 1.1%;  (ii) Base Rate,  as defined;  or (iii) Cost of Funds rate,  as
defined.  The line of  credit  was  unsecured  and  contains  certain  financial
covenants  including,  but not limited to, minimum tangible net worth,  interest
rate  coverage,   current  ratio,   and  the   continuation   of  the  exclusive
distributorship  arrangement with Victorinox Cutlery Company. This agreement was
amended,  which among other things,  extended the maturity date of the agreement
to November 1999, raised the available borrowings to $23.0 million,  changed the
LIBOR  rate  option  from  LIBOR  plus 1.0% to LIBOR  plus 1.75% and the line of
credit became secured by certain assets of the Company. The Company is currently
in the process of finalizing a new bank agreement with its current lender which,
among other  things,  will  extend the  maturity of the debt and will add a term
loan element to the line of credit.  As of September  30, 1999,  the Company had
$19.0 million outstanding under the line of credit and is in compliance with the
covenants contained in the agreement.





                                       10
<PAGE>




                    SWISS ARMY BRANDS, INC. AND SUBSIDIARIES
          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 September 30, 1999 and 1998
----------------------------------------------------------------

     Sales for the three  months  ended  September  30, 1999 were $33.0  million
compared  with $31.4  million for the same  period in 1998,  an increase of $1.7
million or 5.3%. Sales comparisons were impacted by special promotional programs
with one customer which accounted for  approximately  10.2% and 8.6% of sales in
the three  months ended  September  30, 1999 and 1998,  respectively.  Excluding
sales related to these special  promotional  programs,  sales  increased by $1.0
million or 3.4% in the three months ended  September  30,1999  compared with the
comparable  period in 1998. The sales increase was primarily due to $1.6 million
in sales related to Bear Cutlery Inc.  ("Bear"),  and an increase in watch sales
and  professional  cutlery  sales  offset  in part by a  decrease  in  sales  of
Victorinox Original Swiss Army Knife sales.

     Gross profit of $12.8 million for the three months ended September 30, 1999
increased $0.1 million or 0.9% from 1998. The gross profit margin percentage for
the  third  quarter  of 1999 of 38.8% was lower  than the  gross  profit  margin
percentage  of 40.4% for the same period in 1998  primarily  due to  unfavorable
product  mix  offset in part by the  increase  in the  value of the U.S.  dollar
versus the Swiss franc.  The Company's gross profit margin is a function of both
product  mix and Swiss  franc  exchange  rates.  Since the  Company  imports the
majority 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 appropriately  hedged through the third
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 as to what 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
September  30, 1999 of $11.2  million  were $0.7  million or 5.6% 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 to 33.9%
in 1999 from 37.9% in 1998.

     Interest  income  (expense) and other,  net was expense of $235,000 for the
three months ended  September 30, 1999,  compared with $4,000 for the comparable
period in 1998 primarily due to increased  borrowings related to the acquisition
of Bear MGC Cutlery, Inc.

     As a result of these  changes,  income  (loss)  before income taxes for the
three months ended September 30, 1999 was income of $1,353,000  versus income of
$806,000 for the same period in 1998, an improvement of $547,000.

     Income tax expense (benefit) was provided at an effective rate of 43.4% and
42.3% in 1999 and 1998, respectively.

     As a result,  net income for the three months ended  September 30, 1999 was
$766,000 ($0.10 per share,  basic and diluted) versus $465,000 ($0.06 per share,
basic and diluted) for the same period in 1998, an improvement of $301,000.

Comparison of the Nine Months Ended September 30, 1999 and 1998
---------------------------------------------------------------

     Sales for the nine  months  ended  September  30,  1998 were $87.0  million
compared  with $86.2  million for the same  period in 1998,  an increase of $0.8
million or 1.0%.  The sales  increase was primarily due to $3.0 million in sales
related to Bear,  and an increase in watch sales offset in part by a decrease in
sales of Victorinox Original Swiss Army Knife sales.

     Gross profit of $33.7 million for the nine months ended  September 30, 1998
increased $0.2 million or 0.5% from 1998. The gross profit margin percentage for
the nine  months  ended  September  30,  1999 of 38.8% was lower  than the gross
profit margin  percentage of 38.9% for the same period in 1998. The gross profit
percentage  decrease was primarily due to unfavorable product mix offset in part
by an increase in the value of the U.S. dollar versus the Swiss franc.

     Selling,  general and  administrative  expenses  for the nine months  ended
September  30, 1999 of $32.5  million  were $1.2  million or 3.5% 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 to 37.4%
in 1999 from 39.1% in 1998.

     Interest  income  (expense) and other,  net was expense of $371,000 for the
nine months ended  September  30, 1999  compared  with income of $112,000 in the
comparable period in 1998 due primarily to increased  borrowings  related to the
acquisition of Bear MGC Cutlery, Inc.

     Gain (loss) on 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.

                                       12
<PAGE>


     As a result of these  changes,  income  (loss)  before income taxes for the
nine months ended  September 30, 1999 was a loss of $1,444,000  versus income of
$1,459,000 for the same period in 1998 a change of $2,903,000.

     Income tax  expense  (benefit)  was an expense of $269,000 on a loss before
taxes of $1,444,000 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 nine months ended September 30, 1999
was a loss of $1,713,000  ($0.22 per share,  basic and diluted) versus income of
$854,000 ($0.10 per share) for the same period in 1998, a change of $2,567,000.


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

     As of September 30, 1999, the Company had working  capital of $40.0 million
compared with $44.6 million as of December 31, 1998, a decrease of $4.6 million.
Significant  uses of  working  capital  included  the  acquisition  of Bear  MGC
Cutlery,  Inc., capital expenditures of $1.2 million,  additions to other assets
of $2.0 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  $5.4 million in the
nine months ended  September 30, 1999 compared with cash provided from operating
activities of $1.6 million in the comparable period in 1998. The change resulted
from a larger  increase in  inventory  in 1999  compared to 1998,  a decrease in
accounts payable in 1999 versus an increase in 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
September 30, 1999, the Company had $18,890,000 of outstanding  borrowings under
its bank  agreement.  The Company  currently  has a $23.0 million line of credit
agreement which expires in November 1999. The Company is currently  finalizing a
long-term  revolving and term loan credit  agreement with its current lender and
fully expects to have it in place by November 30, 1999. 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.


Year 2000
---------

     The Company has completed its 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.


                                       13
<PAGE>

     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 the majority of 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 September  30, 1999,  the
Company has entered  into  foreign  currency  contracts  and options to purchase
approximately  59,500,000  Swiss  francs in 1999 and 2000 at a weighted  average
rate $1.486 Swiss  franc/dollar.  At September 30, 1999, the unrealized  loss on
these  contracts  and options was  approximately  $0.4  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>


A)      Exhibits


(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.

(27)    Financial Data Schedule

B)      There were no reports or exhibits on Form 8-K filed for the three months
        ended September 30, 1999.


Signatures:


        Pursuant to the requirements to 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.
                                             -----------------------
                                             Registrant

Date:  November 12, 1999
                                             By /s/ Thomas M. Lupinski
                                             Name:  Thomas M. Lupinski
                                             Title:  Senior Vice President &
                                             Chief Financial Officer, Secretary
                                             and Treasurer




















                                       16
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