SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-Q

                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


For quarterly period ended November 30, 1996

Commission File No.  0-19369


                            LITTLE SWITZERLAND, INC.

             (Exact name of registrant as specified in its charter)

DELAWARE                            66-0476514
(State of Incorporation)            (I.R.S Employer
                                    Identification No.)

161-B CROWN BAY CRUISE SHIP PORT
ST. THOMAS U.S.V.I.                             00802
(Address of Principal Executive Offices)   (Zip Code)

(809) 776-2010
(Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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    [  ]



At January 13,  1997,  8,461,488  shares of $.01 par value  common  stock of the
registrant were outstanding.








<PAGE>








                            LITTLE SWITZERLAND, INC.

                               INDEX TO FORM 10-Q

                     FOR THE QUARTER ENDED November 30, 1996

                                                                   
                                                             PAGE
PART I.         FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS                      

      Consolidated Balance Sheets as of
      November 30, 1996 (unaudited) and
      June 1, 1996                                            3

      Consolidated Statements of Income
      for the three and six months
      ended November 30, 1996 and December 2,
      1995 (unaudited)                                        4


      Consolidated Statements of Cash Flows
      for the six months ended November 30,
      1996 and December 2, 1995 (unaudited)                   5

      Notes to Consolidated Financial
      Statements (unaudited)                                  6-10


ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS
                OF OPERATIONS                                11-13


PART II. OTHER INFORMATION

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K             14

Signature Page                                               15











<PAGE>


   
PART I.  FINANCIAL INFORMATION                                      FORM 10-Q
Item 1.  Financial Statements                                       Page 3

                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Consolidated Balance Sheets (in thousands)

                                                    November 30,      June 1,
                          ASSETS                      1996              1996
                                                    ---------        ---------
Current assets:                                     (unaudited)
   Cash and cash equivalents........................$  5,568         $  5,393
   Accounts receivable..............................   1,864            1,892
   Inventory........................................  49,826           43,678
   Prepaid expenses and other current assets........   3,194            1,607
                                                    ---------        ---------
         Total current assets.......................  60,452           52,570
                                                    ---------        ---------

Property, plant and equipment, at cost..............  36,898           34,247
   Less -- Accumulated depreciation................. (14,093)         (12,522)
                                                    ---------        ---------
                                                      22,805           21,725
                                                    ---------        ---------

Other assets........................................   3,463            3,582
                                                    ---------        ---------

         Total assets...............................$ 86,720         $ 77,877
                                                    =========        =========

               LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
   Current portion of long term debt................$  1,388         $    832
   Unsecured notes payable..........................  13,600            7,100
   Accounts payable.................................  11,991            6,839
   Accrued and currently deferred income taxes......     529            2,002
   Other accrued expenses and deferred income.......   2,587            3,225
                                                    ---------        --------

         Total current liabilities..................  30,095           19,998

Long term debt......................................   7,513            8,068

Deferred income taxes...............................      90               90
                                                    ---------        --------

         Total liabilities..........................  37,698           28,156
                                                    ---------        --------

Commitments and contingencies.......................     ---              ---

Minority interest...................................   1,619            1,619
                                                    ---------        --------

Stockholders' equity:
  Preferred stock, $.01 par value--
    Authorized--5,000 shares
    Issued and outstanding--none....................     ---              ---
  Common stock, $.01 par value--
    Authorized--20,000 shares
    Issued and outstanding--8,459 shares
      at November 30, 1996 and 8,457
      at June 1, 1996...............................      85               85
  Capital in excess of par..........................  14,801           14,792
  Retained earnings.................................  32,517           33,225
                                                    ---------        --------

      Total stockholders' equity....................  47,403           48,102
                                                    ---------        --------

      Total liabilities, minority interest
         and stockholders' equity...................$ 86,720         $ 77,877
                                                    =========        ========

           See accompanying notes to consolidated financial statements


<PAGE>



PART I. FINANCIAL INFORMATION                                      FORM 10-Q
Item 1. Financial statements                                       Page 4


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
                      (in thousands except per share data)
                                   (unaudited)



                                 For the three               For the six
                                 months ended                months ended
                          November 30,  December 2,   November 30,  December 2,
                             1996          1995          1996         1995
                          -----------   ----------    -----------   ----------
  
Net sales...................$17,458      $ 9,751        $33,326     $23,820
Cost of sales...............  9,820        5,581         18,792      13,558
                            --------     --------       --------    -------

Gross profit................  7,638        4,170         14,534      10,262

Selling, general and
administrative expenses.....  7,538        6,369         15,190      12,702

Business interruption
insurance proceeds..........    132          ---            560         ---
                            --------     --------       --------     -------

  Operating income (loss)...    232       (2,199)           (96)     (2,440)

Interest expense, net.......    436          106            768         181
                            --------     --------       --------     -------


   (Loss) before benefit
      for income taxes......   (204)      (2,305)          (864)     (2,621)

(Benefit) for income taxes..    (38)        (414)          (156)       (480)
                            --------     --------       --------     -------


Net (loss)..................$  (166)     $(1,891)          (708)     $(2,141)
                            ========     ========       ========     ========


Net (loss) per share........$ (0.02)     $ (0.22)        $(0.08)       (0.25)
                            ========     ========       ========     ========



Weighted average shares
    outstanding...............  8,459      8,454          8,459         8,454
                              ========   ========       ========      =======

                                           `





            See accompany notes to consolidated financial statements



<PAGE>



PART I. FINANCIAL INFORMATION                                       FORM 10-Q
Item 1. Financial statements                                        Page 5

                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

                                                      For the six months ended
                                                      November 30,  December 2,
Cash flows from operating activities:                    1996          1995
                                                       ---------     --------
Net (loss)...........................................$   (708)      $ (2,141)
     Adjustments to reconcile net loss to
       net cash provided by operating activities--
       Depreciation and amortization.................   1,571          1,158
       Changes in assets and liabilities:
         Decrease in accounts receivable.............      28             40
        (Increase) in inventory......................  (6,148)        (3,598)
        (Increase) in prepaid expenses
           and other current assets..................  (1,587)          (908)
         Decrease in other assets....................     119             15
       Increase in accounts payable..................   5,152          3,003
        (Decrease) increase in other accrued
            expenses and deferred income.............    (757)         1,885
        (Decrease) in accrued and currently
           deferred income taxes.....................  (1,353)          (712)
                                                       -------        -------
   Net cash (used in) operating activities...........  (3,683)        (1,258)
                                                       -------        -------

Cash flows from investing activities:
     Capital expenditures............................  (2,651)        (2,791)
                                                       -------        -------
   Net cash (used in) investing activities...........  (2,651)        (2,791)
                                                       -------        -------
Cash flows from financing activities:
     Increase in unsecured notes payable.............   6,500          5,500
     Issuance of common stock........................       9              9
                                                       -------        -------
Net cash provided by financing activities............   6,509          5,509
                                                       -------        -------

Net  increase  in cash and cash equivalents..........     175          1,460

Cash and cash equivalents, beginning of period.......   5,393          2,899
                                                       -------        -------
Cash and cash equivalents, end of period.............$  5,568       $  4,359
                                                       =======        =======



During the six months ended  November 30, 1996 and December 2, 1995, the Company
paid income taxes of $1,197 and $232,  respectively,  and paid  interest of $709
and $172, respectively.



           See accompanying notes to consolidated financial statements


<PAGE>



FINANCIAL INFORMATION                                             FORM 10-Q
Item 1.  Financial statements                                     Page 6


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                                   (unaudited)


1. CONSOLIDATED FINANCIAL STATEMENTS

         The  accompanying   consolidated   financial   statements  include  the
operations  of Little  Switzerland,  Inc. (the  "Company")  and its wholly owned
subsidiaries,  L.S.  Holding,  Inc. and L.S.  Wholesale,  Inc.  All  significant
intercompany  balances  have  been  eliminated  in  consolidation.  The  interim
financial  statements are unaudited  and, in the opinion of management,  contain
all adjustments  necessary to present fairly the Company's financial position as
of November 30, 1996 and December 2, 1995 and the results of its  operations and
cash flows for the interim periods presented. It is suggested that these interim
financial  statements be read in conjunction  with the financial  statements and
the notes thereto included in the Company's latest report on Form 10-K.

         Effective  with the second  quarter of fiscal  year 1996,  the  Company
adopted a "4-5-4" fiscal calendar  wherein each fiscal quarter contains two four
week  periods and one five week period,  with each period  beginning on a Sunday
and ending on a Saturday.  Previously,  the Company used calendar months for its
fiscal  periods.  The  purpose  of this  change is to  provide  more  consistent
comparability  between fiscal periods. The change in fiscal calendar resulted in
three less days in the six month period of the current  year, as compared to the
prior year. Management estimates that these three days represent approximately a
$.01 per share net  income  in the prior six month  period.  There was no fiscal
calendar difference in the three month period, this year compared to last year.

         The results of  operations  for the interim  periods  presented are not
necessarily indicative of the results to be expected for a full fiscal year, due
to the seasonal nature of the Company's operations.


2. USE OF ESTIMATES

     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  and
disclosure of  contingent  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.


<PAGE>



                                                                  FORM 10-Q
                                                                  Page 7


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)

3. TRANSACTIONS WITH AFFILIATES

         The Company  enters into a number of  transactions  with Town & Country
Corporation, of which two of the Company's Directors are Executive Officers. The
Company  purchases  a portion  of its  merchandise  from Town & Country  and its
affiliated companies at prices which approximate arm's-length transactions.


4. CREDIT ARRANGEMENTS

     The Company  has  available a total of $17.5  million in  unsecured  credit
facilities,  of which $3.9 million is available  for borrowing  with  maturities
ranging from one to three years from November 30, 1996. Any unfunded  portion of
the facilities can be withdrawn at the bank's discretion. Outstanding borrowings
against these credit  facilities  totaled $13.6 million as of November 30, 1996.
Additionally,  in February 1996, the Company secured term debt of  approximately
$8.9 million from its two lead banks to finance the acquisition of the fixtures,
leasehold  rights and  inventories  of two stores in Barbados.  Interest on this
debt accrues at an annual interest rate of  approximately  7.25%, and is payable
monthly.  The principal is payable in equal quarterly  payments over a four year
period,  commencing  March 1997.  As of November  30,  1996,  the Company was in
compliance with all restrictive covenants related to its unsecured and term debt
agreements.  Additionally,  the Company has available  separate  facilities  for
foreign exchange contracts.


5. EARNINGS PER SHARE

         Earnings  per share is based on the weighted  average  number of shares
outstanding  during each period.  Primary and fully  diluted  earnings per share
have not been presented as they are within three percent of simple  earnings per
share.


6. ACCOUNTING FOR INCOME TAXES

         The Company uses the liability method in accounting for income taxes in
accordance  with SFAS No. 109. This standard  determines  deferred  income taxes
based on the  estimated  future  tax  effects  of any  differences  between  the
financial  statement  and the tax basis of  assets  and  liabilities,  given the
provisions of the enacted tax laws.


<PAGE>



                                                                   FORM 10-Q
                                                                   Page 8


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)

7.  INTANGIBLE ASSETS

         The Company accounts for long-lived and intangible assets in accordance
with SFAS No. 121,  Accounting for the  Impairment of Long-lived  Assets and for
Long-lived  Assets to be  Disposed  of.  The  Company  continually  reviews  its
intangible  assets for events or changes in  circumstances  which might indicate
that the  carrying  amount of the assets  may not be  recoverable.  The  Company
assesses  the   recoverability   of  the  assets  by  determining   whether  the
amortization  of such  intangibles  over their  remaining lives can be recovered
through projected undiscounted future results. The amount of impairment, if any,
is measured based on projected  discounted  future results using a discount rate
reflecting the Company's average cost of funds.


8.  STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123 - ACCOUNTING FOR 
      STOCK-BASED COMPENSATION

         In December 1995, the Financial  Accounting Standards Board issued SFAS
No. 123, Accounting for Stock-Based  Compensation,  which is to become effective
for fiscal  years  beginning  after  December  15,  1995.  SFAS No. 123 requires
employee stock-based compensation to be either recorded or disclosed at its fair
value.  Management  intends to  continue  to account  for  employee  stock-based
compensation under Accounting Principles Board Opinion No. 25 and will not adopt
the new accounting  provision for employee stock- based  compensation under SFAS
No. 123, but will include the additional required disclosures in the fiscal 1997
year end financial statements.


9.  ADVERTISING

         The Company  expenses the costs of  advertising as  advertisements  are
printed  and  distributed.  The  Company's  advertising  consists  primarily  of
advertisements  with local and national travel magazines which are produced on a
periodic  basis  and  distributed  to  visiting  tourists,  and  fees  paid  for
promotional  "port  lecturer"   programs  directed   primarily  at  cruise  ship
passengers.








<PAGE>



                                                                  FORM 10-Q
                                                                  Page 9

                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                                   (unaudited)


10.  COMMITMENTS AND CONTINGENCIES

         In September  1995,  Hurricanes  Luis and Marilyn  inflicted  damage to
several  of the  Company's  stores  and  caused  significant  damage to  various
islands'  infrastructures,  including hotels and other tourist facilities. As of
November 30, 1996, all stores have reopened.

         The  Company  has  settled  all  outstanding   claims  related  to  the
hurricanes with its insurance carrier. In connection with this final settlement,
the  Company  received  approximately  $13.4  million in property  and  business
interruption  proceeds.  The Company recorded a net gain of  approximately  $4.7
million  in  fiscal  1996,  after  write-offs   related  to  damaged  assets  of
approximately  $8.1 million,  including  furniture  and fixtures,  inventory and
other  assets  related  to  stores  affected  by the  hurricanes.  In  addition,
approximately  $560,000,  representing  fiscal 1997 lost  profits for a store in
Marigot not reopened until November 1996, was recorded as deferred income on the
Company's  consolidated balance sheet as of June 1, 1996. In the current quarter
and six month period, the Company recorded $132,000 and $560,000,  respectively,
of that amount as business  interruption  insurance  proceeds,  which represents
lost profits for the closed Marigot store.

         The  Company is  insured  for  property  losses  and  related  business
interruption losses in excess of 5% of the insured value of the property subject
to a claim.  For fiscal  years 1995 and 1996,  the Company was only  insured for
wind related losses in excess of $5 million, subject to certain deductibles.


11.  ACQUISITION

         On February 16, 1996, World Gift Imports (Barbados), Inc., a subsidiary
of LS Holding,  Inc.  which is a subsidiary  of Little  Switzerland,  Inc.  (the
"Company"),  purchased the leasehold  rights,  fixtures and  inventories  of two
retail stores located in Barbados,  West Indies,  from Dacosta  Mannings Inc., a
subsidiary of Barbados  Shipping & Trading Company Limited.  The two stores were
previously  operated under the name of Louis Bayley and sold merchandise similar
to that carried in the  Company's  retail  stores,  such as name brand  watches,
jewelry,  china,  crystal and gift items at duty free prices.  The Company began
operating the two stores as "Little Switzerland" stores on February 19, 1996.






<PAGE>



                                                                  FORM 10-Q
                                                                  Page 10


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                                   (unaudited)


      The purchase  price of  approximately  $10.6  million was financed by bank
borrowing  provided by the Company's two primary  banks,  Chase Bank and Bank of
Nova Scotia,  of approximately  $8.9 million and the issuance of preferred stock
of  approximately  $1.6  million by World Gift Imports  (Barbados),  Inc. to the
seller.  The purchase price is subject to adjustment  three and four years after
the closing date, based on the sales performance of the two purchased stores and
any additional  stores that may be opened by the Company in Barbados during that
period.  As a part of the purchase  agreement,  the Company pays to the seller a
management  fee of 2.5% of its Barbados  stores'  annual sales up to $15 million
and 1.25% of annual  sales in excess of $15  million,  so long as the  preferred
stock is unredeemed.  The preferred stock may be redeemed by the Company at face
value at any time after  three years from the date of close  through  nine years
from the date of close.  Following that period, the Company retains the right of
first  refusal to match any bona fide offer from a third party to  purchase  the
preferred stock.


         The  Acquisition  has  been  accounted  for as a  purchase  transaction
effective as of February 16, 1996,  in  accordance  with  Accounting  Principles
Board Opinion No. 16, "Business Combinations", and accordingly, the consolidated
financial  statements for the period subsequent to February 16, 1996 reflect the
purchase price allocated to tangible and intangible  assets  acquired,  based on
their  estimated fair values as of February 16, 1996,  which may be revised at a
later  date.  However,  the  Company  does not  expect  material  changes to the
allocation of the purchase price.

     Unaudited  pro forma  operating  results of the  Company for the six months
ended December 2, 1995 as adjusted for the debt financing and estimated  effects
of the acquisition as if it had occurred on June 1, 1995, are as follows:


Net sales.................................  $26,540,000
Net (loss)................................   (2,366,000)
Net (loss) per share......................         (.28)

Weighted average shares outstanding.......    8,454,000







<PAGE>



                                                                FORM 10-Q
                                                                Page 11


PART I. FINANCIAL INFORMATION

ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS


NET SALES

         Net sales for the second  quarter  ended  November  30, 1996 were $17.5
million or 79.0%  higher than net sales of $9.8  million  for the  corresponding
period  last year.  Net sales of $33.3  million for the six month  period  ended
November  30,  1996 were 39.9%  higher  than net sales of $23.8  million for the
corresponding  period  last year.  The  increase in net sales is  primarily  the
result of sales this year from  stores  that were  closed for all or part of the
prior year periods due to  Hurricanes  Luis and Marilyn in September  1995,  and
sales generated by four new stores,  the Royal Plaza store in Aruba,  the Juneau
store in Alaska and two stores in Barbados.

         Net sales of $4.6 million for stores which were open for the full three
month  period  this year and last year  decreased  36.5%  from net sales of $7.2
million  for the same  period  last year.  Net sales of $9.2  million for stores
which were open for the full six month period this year decreased 23.5% from net
sales of $12.0 million for the same period last year.  These  decreases  reflect
the  temporary  shift of tourism  last year to islands such as Aruba and Curacao
that were undamaged by Hurricanes Luis and Marilyn, in September 1995.


GROSS PROFIT

         Gross  profit as a  percentage  of net sales  during  the three and six
month  periods  ended  November  30,  1996 were 43.7% and  43.6%,  respectively,
compared to the three and six month periods ended  December 2, 1995 of 42.8% and
43.1%,  respectively.  This  increase in gross  margin  percentage  reflects the
strengthening of the U.S. dollar as compared to the European currencies in which
the  Company  purchases  a  substantial  portion  of its  merchandise,  and to a
favorable change in the mix of merchandise sold.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Second quarter selling, general and  administrative  expenses  ("SG&A")
increased 18.4% to $7.5 million for the three month  period ended  November  30,
1996 from $6.4 million for the same period last year. As a percent to net sales,
SG&A  expenses  decreased to 43.2% for the quarter ended  November 30, 1996 from
65.3% for the same quarter  last year.  Six month SG&A increased  19.6% to $15.2
million for the period  ended  November 30, 1996 from 12.7 million for  the same

<PAGE>



                                                                 FORM 10-Q
                                                                 Page 12



PART I. FINANCIAL INFORMATION


ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


 
period last year.  As a percent  to net sales,  SG&A  decreased to 45.6% for the
six month  period this year from 53.3% for the same  period  last year.  The
increase in SG&A  expense  dollars  this year is due mostly to new and  reopened
stores this year.  The decrease in SG&A expenses as a percentage of net sales is
due to the increase of sales this year resulting from reopened and new stores.

BUSINESS INTERRUPTION INSURANCE PROCEEDS

         For the  three and six month  periods  ended  November  30,  1996,  the
Company recorded $132,000 and $560,000,  respectively,  as Business interruption
insurance  proceeds,  which  represents the insurance  recovery for lost profits
from its closed Marigot store during the periods.


OTHER

         Net interest  expense for the six month periods ended November 30, 1996
and December 2, 1995 totaled $768,000 and $181,000,  respectively.  The increase
is due to higher  average  borrowings  this  year to  support  construction  and
inventories  for two new stores,  and the interest on long term debt utilized in
the acquisition of the fixtures,  leasehold rights and inventories of two stores
in Barbados in February 1996.

         The  Company's  effective  income  tax rates for the six month  periods
ended  November  30,  1996 and  December  2,  1995  consisted  of a  benefit  of
approximately 18% for each period.


LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operations  during the six month period ended November
30, 1996 was $3.7 million,  compared to $1.3 million used in operations  for the
same six month  period last year.  The  increase in net cash used in  operations
primarily reflects increases in inventories of $6.1 million and prepaid expenses
and  other  current  assets of $1.6  million,  and a  decrease  in  accrued  and
currently  deferred  income taxes of $1.4  million,  partially  offset by a $5.2
million increase in accounts payable.




<PAGE>



                                                                FORM 10-Q
                                                                Page 13


PART I. FINANCIAL INFORMATION

ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         The  Company's  working  capital  position  as  of  November  30,  1996
decreased to $30.4  million from $32.6 million at June 1, 1996.  Current  ratios
were 2.0 and 2.6 as of the same periods, respectively. Capital expenditures were
approximately  $2.7 million during the six month period ended November 30, 1996,
compared to  approximately  $2.8 million during the same period last year. Major
capital  expenditures  this year  include new in-store  merchandise  systems and
related hardware,  upgrade of the Company's central computer system, a new store
in Juneau,  Alaska and the  refurbishment  of stores in St. Thomas,  Marigot and
Antigua.

         The Company has total  unsecured  credit  facilities  of $17.5  million
provided by its two lead banks. As of November 30, 1996,  short-term  borrowings
of $13.6 million were outstanding  against these facilities.  Additionally,  the
Company has secured facilities through its two lead banks for the acquisition of
the leasehold rights, fixed assets and inventory of two stores in Barbados.  The
total borrowing  provided for the acquisition was $8.9 million at an approximate
7 1/4% interest rate,  with terms of interest only, for the first year and equal
principal  payments due  quarterly  over the following  three years.  It remains
management's expectation that funds available from operations and bank financing
will be sufficient to fund  operations and expansion for at least the next three
years.

























<PAGE>



                                                                Form 10-Q
                                                                Page 14

PART II.  OTHER INFORMATION


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


         The Company held its Annual Meeting of Stockholders on Friday,  October
11, 1996 in Boston, Massachusetts.  At that meeting, stockholders of the Company
voted upon the election of two Class II Directors,  each for a three-year  term,
and the approval of an amendment  to the  Company's  1991 Stock Option Plan (the
"1991 Plan")  authorizing  issuance under the 1991 Plan of an additional 400,000
option shares for the Company's common stock. Each of the matters submitted to a
vote of the  stockholders  of the Company passed by the requisite  vote, and the
specific results of such votes,  with the election of directors  proposal broken
down with respect to each nominee, are set forth below:

(In numbers of shares)

                                    Against/                         Broker
       Proposal          For        Withheld      Abstentions       Non-votes
       --------          ---        --------      -----------       ---------
Election of Directors:

Timothy B. Donaldson    5,456,064        0           765,991         2,237,034
Kenneth W. Watson       5,624,379        0           597,676         2,237,034

Amendment of the
1991 Plan               3,541,339    2,507,7850      150,247         2,259,718


ITEM 6.  EXHIBITS AND REPORTS OF FORM 8-K

(a)   Exhibits

         3.1   The Amended and Restated Certificate of Incorpo-
               ration of the Company is incorporated herein by
               reference to Exhibit 3.3 to Amendment No. 1 to
               the Company's Registration Statement on Form S-1,
               Registration No. 33-40907, filed with the
               Securities and Exchange Commission on July 10,
               1992 ("Amendment No. 1 to the Form S-1").

         3.2   The Amended and Restated By-Laws of the Company
               are incorporated herein by reference to Exhibit
               3.4 to Amendment No. 1 to the Form S-1.

(b)   Reports on Form 8-K

      No Form 8-K was issued by the registrant during the six month period ended
November 30, 1996.




<PAGE>



                                                                  FORM 10-Q
                                                                  Page 15

                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES


                                   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.


                                  LITTLE SWITZERLAND, INC.


Date:  January 13, 1997           /s/ Ronald J. Lataille
       ----------------           ----------------------

                                 Ronald J. Lataille
                                 Vice President and
                                 Chief Financial Officer