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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                (AMENDMENT NO. 1)

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                       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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                 Name of each exchange on
               Title of each class                    which registered
                      NONE                             NOT APPLICABLE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON STOCK, $.10 PAR VALUE PER SHARE
                                (Title of Class)

     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  _

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [ ]

     The  aggregate  market value of voting stock held by  nonaffiliates  of the
registrant on March 17, 1997, was approximately  $56,206,950.  On such date, the
closing  price of  registrant's  common  stock was $12.50 per share.  Solely for
purposes of this calculation,  shares beneficially owned by directors, executive
officers and stockholders of the registrant that  beneficially own more than 10%
of the registrant's common stock have been excluded,  except shares with respect
to which  such  directors  and  officers  disclaim  beneficial  ownership.  Such
exclusion  should not be deemed a  determination  or admission by the registrant
that such individuals are, in fact, affiliates of the registrant.

     The  number  of  shares  of  Registrant's  Common  Stock,  $.10 par  value,
outstanding on March 17, 1997, was 8,209,610 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


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         Swiss Army Brands,  Inc. is filing this  Amendment No. 1 on Form 10-K/A
to the Company's  Annual Report on Form 10-K for the fiscal year ended  December
31, 1996 in order to clearly  indicate on Exhibit  (10)-3 to the Form 10-K which
portions  have been  redacted  and for  which  confidential  treatment  has been
applied by the  Company  pursuant  to the  Company's  request  for  confidential
treatment.Only Exhibit (10)-3 of Part III - Item 14 is amended hereby.



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                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly caused this  Amendment No. 1 to its Form
10-K on Form  10-K/A to be signed on its  behalf by the  undersigned,  thereunto
duly authorized.

                                 SWISS ARMY BRANDS, INC.
                                 (Registrant)

                                 By /s/ Thomas M. Lupinski
                                 Thomas M. Lupinski
                                 Senior Vice President, Chief Financial Officer,
                                 Secretary and Treasurer (Principal Financial
                                 Officer and Principal Accounting Officer)

Date:  May 28, 1997


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