================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 10-Q

                                    ---------

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

For the Quarter ended                          (Commission File Number):  1-4814
   June 30, 1999

                                   ----------

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

           NEW YORK                                               22-1715274
-------------------------------                              -------------------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

   1411 BROADWAY, NEW YORK, NEW YORK                                     10018
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (212) 642-4300

                                   ----------

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15 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 [ ]

Number of shares of Common Stock outstanding        78,610,234
(As of August 11, 1999)



================================================================================


<PAGE>


                              ARIS INDUSTRIES, INC.

                                TABLE OF CONTENTS

                                                                            Page
PART I. FINANCIAL INFORMATION                                               ----

     Item 1. Financial Statements

          a. Consolidated Condensed Balance Sheets as of June 30, 1999
             and December 31, 1998                                             3

          b. Consolidated Condensed Statements of Operations for the
             Six Months Ended June 30, 1999 and June 30, 1998                  4

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

          c. Consolidated Condensed Statements of Cash Flows for the
             Six Months Ended June 30, 1999 and June 30, 1998                  6

          d. Notes to Consolidated Condensed Financial Statements              7

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              13

     Item 3. Quantitative and Qualitative Disclosures
             About Market Risk                                                19

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                                19

     Item 2. Changes in Securities                                            20

     Item 3. Defaults upon Senior Securities                                  20

     Item 4. Submission of Matters to a Vote of Security Holders              20

     Item 5. Other Information                                                21

     Item 6. Exhibits and Reports on Form 8-K                                 21

SIGNATURES                                                                    22


<PAGE>

                                           ARIS INDUSTRIES, INC.
                                              AND SUBSIDIARIES

                                   CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                         June 30,
                                                                           1999                December 31,
ASSETS                                                                  (Unaudited)               1998
                                                                        -----------            -----------
<S>                                                                     <C>                    <C>
CURRENT ASSETS:
   Cash and cash equivalents                                            $   572,000            $ 1,112,000
   Receivables, net                                                      24,118,000             29,905,000
   Inventories, net                                                      19,041,000             26,371,000
   Prepaid expenses and other current assets                              2,126,000              1,753,000
                                                                        -----------            -----------

                         Total current assets                            45,857,000             59,141,000

PROPERTY, PLANT AND EQUIPMENT, NET                                        2,746,000              1,094,000

GOODWILL                                                                 15,947,000             19,325,000

OTHER ASSETS                                                              1,363,000              2,095,000
                                                                        -----------            -----------

                             TOTAL ASSETS                               $65,913,000            $81,655,000
                                                                        ===========            ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Trade acceptances payable                                            $ 2,050,000            $ 5,178,000
   Accounts payable                                                       3,581,000              1,512,000
   Accrued expenses and other current liabilities                         3,600,000              8,370,000
   Current portion of long term debt                                        500,000              1,083,000
   Line of credit payable                                                18,530,000             33,900,000
                                                                        -----------            -----------
                       Total current liabilities                         28,261,000             50,043,000

OTHER LIABILITIES                                                         2,309,000              1,082,000

LONG TERM DEBT, LESS CURRENT PORTION                                      6,942,000             16,438,000
                                                                          ---------             ----------

                           Total Liabilities                             37,512,000             67,563,000
                                                                         ----------             ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, $.01 par value: 100,000,000 shares authorized;
      46,051,204 issued and outstanding at June 30, 1999
     and 14,956,377 issued and outstanding at December 31, 1998             460,000                151,000
   Preferred stock, $.01 par value: 10,000,000 shares authorized;
      2,605,903 issued and outstanding at June 30, 1999,                     26,000                   --
   Additional paid-in capital                                            69,138,000             44,757,000
   Accumulated deficit                                                  (41,223,000)           (30,816,000)
                                                                        -----------            -----------

                      Total stockholders' equity                         28,401,000             14,092,000
                                                                         ----------             ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $65,913,000            $81,655,000
                                                                        ===========            ===========
</TABLE>

See accompanying notes to consolidated condensed financial statements

                                                    -3-
<PAGE>
<TABLE>

                                         ARIS INDUSTRIES, INC.
                                            AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
                                                                Six                           Six
                                                            Months Ended                  Months Ended
                                                              June 30,                      June 30,
                                                                1999                          1998
                                                            ------------                  ------------
<S>                                                         <C>                           <C>
NET SALES                                                   $ 53,457,000                  $ 37,345,000
COST OF SALES                                                (39,889,000)                  (28,048,000)
                                                            ------------                  ------------
   Gross Profit                                               13,568,000                     9,297,000
Commission and Licensing Income                                  536,000                       478,000
                                                            ------------                  ------------

INCOME BEFORE SELLING AND ADMINISTRATIVE
   EXPENSES, RESTRUCTURING AND OTHER CHARGES,
    INTEREST EXPENSE, INCOME TAX BENEFIT
    AND EXTRAORDINARY ITEM                                    14,104,000                     9,775,000


SELLING AND ADMINISTRATIVE EXPENSES                          (15,508,000)                  (12,494,000)
RESTRUCTURING AND OTHER CHARGES                               (8,001,000)                         --
                                                            ------------                  ------------

LOSS BEFORE INTEREST EXPENSE, INCOME TAX
   BENEFIT AND EXTRAORDINARY ITEM                             (9,405,000)                   (2,719,000)

INTEREST EXPENSE, NET                                         (1,589,000)                   (2,033,000)
                                                            ------------                  ------------

LOSS BEFORE INCOME TAX BENEFIT AND
   EXTRAORDINARY ITEM                                        (10,994,000)                   (4,752,000)

INCOME TAX BENEFIT                                               587,000                       175,000
                                                            ------------                  ------------

LOSS BEFORE EXTRAORDINARY ITEM                               (10,407,000)                   (4,577,000)

EXTRAORDINARY ITEM:
   Gain on debt forgiveness, net                                    --                         522,000
                                                            ------------                  ------------

NET LOSS                                                    ($10,407,000)                 ($ 4,055,000)
                                                            ============                  ============

PER SHARE DATA:
   Weighted average shares outstanding - Basic                36,486,933                    14,906,095
   Weighted average shares outstanding - Diluted              36,486,933                    14,905,095

BASIC LOSS PER SHARE:
      Loss before extraordinary item                              ($0.29)                       ($0.31)
      Extraordinary item                                            --                            0.04
                                                            ------------                  ------------
Net loss                                                          ($0.29)                       ($0.27)
                                                            ============                  ============

DILUTED LOSS PER SHARE:
      Loss before extraordinary item                              ($0.29)                       ($0.31)
      Extraordinary item                                            --                            0.04
                                                            ------------                  ------------
Net loss                                                          ($0.29)                       ($0.27)
                                                            ============                  ============
</TABLE>

See accompanying notes to consolidated condensed financial statements


                                                  -4-
<PAGE>


                                   ARIS INDUSTRIES, INC.
                                      AND SUBSIDIARIES

                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                                                            Three                Three
                                                         Months Ended         Months Ended
                                                           June 30,             June 30,
                                                             1999                 1998
                                                         -----------          -----------
<S>                                                      <C>                  <C>
NET SALES                                                $25,324,000          $19,779,000
COST OF SALES                                            (18,416,000)         (15,628,000)
   Gross Profit                                            6,908,000            4,151,000
                                                         -----------          -----------
Commission and Licensing Income                              294,000              219,000
                                                         -----------          -----------

INCOME BEFORE SELLING AND ADMINISTRATIVE
   EXPENSES, RESTRUCTURING AND OTHER CHARGES,
    INTEREST EXPENSE AND INCOME TAX BENEFIT                7,202,000            4,370,000


SELLING AND ADMINISTRATIVE EXPENSES                       (8,095,000)          (6,092,000)
RESTRUCTURING AND OTHER CHARGES                           (1,850,000)                --
                                                         -----------          -----------

LOSS BEFORE INTEREST EXPENSE AND INCOME TAX BENEFIT       (2,743,000)          (1,722,000)

INTEREST EXPENSE, NET                                       (601,000)          (1,181,000)
                                                         -----------          -----------

LOSS BEFORE INCOME TAX BENEFIT                            (3,344,000)          (2,903,000)

INCOME TAX BENEFIT                                           261,000               91,000
                                                         -----------          -----------

NET LOSS                                                 ($3,083,000)         ($2,812,000)
                                                         ===========          ===========
PER SHARE DATA:

   Weighted average shares outstanding - Basic            46,034,999           14,907,145
   Weighted average shares outstanding - Diluted          46,034,999           14,907,145

BASIC LOSS PER SHARE:
                                                         -----------          -----------
Net loss                                                      ($0.07)              ($0.19)
                                                         ===========          ===========

DILUTED LOSS PER SHARE:
                                                         -----------          -----------
Net loss                                                      ($0.07)              ($0.19)
                                                         ===========          ===========
</TABLE>

See accompanying notes to consolidated condensed financial statements

                                            -5-
<PAGE>
<TABLE>
<CAPTION>
                                                  ARIS INDUSTRIES, INC.
                                                     AND SUBSIDIARIES

                               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                          Six                  Six
                                                                                      Months Ended          Months Ended
                                                                                        June 30,              June 30,
                                                                                          1999                 1998
                                                                                      ------------         ------------
<S>                                                                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                          ($10,407,000)        ($ 4,055,000)

     Adjustments to reconcile net loss to net cash
      used in operating activities:
          Depreciation and amortization                                                    537,000              827,000
          Issuance of notes in lieu of interest                                            108,000              151,000
          Forgiveness of debt                                                                 --               (522,000)
          Impairment of goodwill and other assets                                        3,750,000                 --
    Change in assets and liabilities:
          Decrease in receivables                                                        5,787,000            7,070,000
          Decrease/(increase) in inventories                                             7,330,000          (12,748,000)
          Increase in prepaid expenses and other current assets                           (373,000)            (223,000)
          Decrease in other assets                                                           9,000               12,000
          (Decrease)/increase in trade acceptances payable                              (3,128,000)           2,364,000
          Increase in accounts payable                                                   1,209,000            1,632,000
          Decrease in accrued expenses and other current liabilities                    (4,228,000)          (4,428,000)
          (Increase)/decrease in other liabilities                                          99,000             (113,000)
                                                                                      ------------         ------------

               Total adjustments                                                        11,100,000           (5,978,000)
                                                                                      ------------         ------------

                         Net cash provided by / (used in) operating activities             693,000          (10,033,000)
                                                                                      ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                                  (709,000)            (163,000)
                                                                                      ------------         ------------

                         Net cash used in investing activities                            (709,000)            (163,000)
                                                                                      ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt                                                        (4,583,000)          (1,236,000)
    Cash overdraft                                                                         860,000                 --
    Stock options exercised                                                                 20,000                 --
    Proceeds from the issuance of common and preferred stock                            20,000,000                 --
    Stock issuance costs paid                                                           (1,451,000)                --
    Net proceeds / (repayments) on bank line of credit                                 (15,370,000)          10,795,000
                                                                                      ------------         ------------

                         Net cash (used in) / provided by financing activities            (524,000)           9,559,000
                                                                                      ------------         ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 (540,000)            (637,000)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           1,112,000            1,372,000
                                                                                      ------------         ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $    572,000         $    735,000
                                                                                      ============         ============
    Non-Cash Investing and Financing Activities:
       Capital Lease Obligations Incurred                                             $  1,128,000

   Exchange of Series B Secured Notes for Common Stock                                   4,846,154


See accompanying notes to consolidated condensed financial statements

</TABLE>

                                                           -6-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The consolidated condensed financial statements for the three and six month
periods ended June 30, 1999 and June 30, 1998 are unaudited and reflect all
adjustments (consisting of normal recurring adjustments except for the
restructuring and other charges (See Note 4)) which are in the opinion of
management necessary for a fair presentation of the financial position and
operating results for the period.

The Consolidated Condensed Balance Sheet as of December 31, 1998 was derived
from audited financial statements but does not include all disclosures required
by generally accepted accounting principles. The accompanying consolidated
condensed financial statements have been prepared in accordance with accounting
standards appropriate for interim financial statements and should 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. The
operating results for the three and six months ended June 30, 1999 are not
necessarily indicative of the operating results for the year ending December 31,
1999.

2. THE SIMON TRANSACTION

On February 26, 1999, the Company issued: (i) 24,107,145 shares of Common Stock
of the Company and 2,093,790 shares of Series A Preferred Stock of the Company
(which shares shall be convertible into 20,937,900 shares of Common Stock), for
$20,000,000 and (ii) redeemed the Series B Junior Secured Note (which
represented a total indebtedness of $10,658,000) in exchange for $4,000,000 in
cash and an aggregate of 5,892,856 shares of Common Stock and 512,113 shares of
Series A Preferred Stock (which shares shall be convertible into 5,121,130
shares of Common Stock), (the "Simon Purchase Transaction"). In connection with
the Simon Purchase Transaction, the Company also issued 700,000 shares of Common
Stock to a third party as a condition to its consent to the transaction. In
addition, the Company paid approximately $1,451,000 in cash and issued 250,000
shares of common stock to cover the costs associated with the transaction.

3. DEBT

The Company's long-term indebtedness consists of its obligations to BNY
Financial Corporation ("BNY") under the Series A Junior Secured


                                      -7-
<PAGE>


Note Agreement dated June 30, 1993, pursuant to which BNY is owed $7,442,000,
plus interest at the rate of 7% per annum, with a final maturity date of
November 3, 2002. The principal of BNY's Note is payable on November 3 of each
year as follows:

                   YEAR                               AMOUNT
                   ----                               ------
                   1999                              $  500,000
                   2000                                 600,000
                   2001                               1,100,000
                   2002                               4,200,000

In addition, on November 3, 2002, the Company is obligated to pay BNY
$1,042,000, representing the quarterly interest payments that were deferred for
the period February 1, 1996 through January 31, 1998 by agreement with BNY in
September 1997. BNY is also entitled to receive mandatory prepayments based upon
50% of certain "excess cash flows" of the Company as defined in the Company's
note agreements with BNY.

The Company entered into a credit facility with The CIT Commercial Services
Group, Inc. and other financial institutions, which provides a revolving credit
facility of up to $65,000,000, for working capital loans and letters of credit,
limited in the aggregate to specified percentages of eligible factored
receivables and inventory. The credit facility has a maturity date of February
26, 2002. The credit facility is collateralized by liens on substantially all of
the assets of the Company and its subsidiaries. For revolving credit loans,
interest will accrue at the bank's prime rate. For Eurodollar loans, interest
will accrue at a rate per annum equal to the Eurodollar rate (as defined) plus
2.5%. The credit facility agreement contains various financial and other
covenants and conditions, including, but not limited to, limitations on paying
dividends, making acquisitions and incurring additional indebtedness.

In connection with the XOXO transaction (See Note 7), the Company's loan
agreement was amended in August 1999 to increase the revolving credit line to
$80,000,000, and to provide for a term loan of $10,000,000. The term loan bears
interest at prime plus one-half percent and is payable in quarterly installments
of $500,000, plus interest, commencing January 1, 2000, with a balloon payment
of $5,500,000 on February 26, 2002, the maturity date. The Company is required
to make certain mandatory prepayments based upon "excess cash flows" as defined
in the amendment to the credit ffacility agreement.


                                      -8-
<PAGE>


4. RESTRUCTURING AND OTHER CHARGES

In connection with the Simon Purchase Transaction, the Company was required to
obtain consents from the licensor of its Perry Ellis licenses. As a condition to
granting its consent, such licensor required that the term of several licenses
be shortened. In the opinion of management and based upon future forecasted
results of the Perry Ellis product line, the remaining value of the associated
goodwill pertaining to licenses of $3,750,000 acquired in connection with the
Davco acquisition will not be recoverable. In addition, on March 29, 1999 the
Company made a severance payment of approximately $2,401,000 pursuant to the
Retention Agreement between the Company and its former President. The Company
recognized these restructuring charges in the March 31, 1999 quarter.

Additionally, during the second quarter ended June 30, 1999, the Company
commenced a restructuring of its operations and recorded a restructuring charge
of $1,850,000. The major components of the restructuring charge relates to
severance pay, estimated costs to exit and sub-lease certain facilities and
impairment charges related to fixed assets at the vacated facilities.

5. INCOME TAXES

The Company had a significant net operating loss carryforward ("NOL") at
December 31, 1998. The Company believes the NOL will be available to offset
federal taxable income for the period January 1, 1999 through February 26, 1999
(the date of the closing of the Simon Purchase Transaction), including any
taxable income due to cancellation of indebtedness in connection with the
redemption by the Company from AIF of the Series B Junior Secured Note on
February 26, 1999. However, due to the change of ownership resulting from the
Simon Purchase Transaction, the Company's use of any remaining net operating
loss carryforward from and after February 27, 1999 will be severely limited.


                                      -9-
<PAGE>


6. PER SHARE DATA

The Company computes earnings per share in accordance with the provisions of
SFAS No. 128, Earnings per share. SFAS No. 128 requires the dual presentation of
basic and diluted earnings per share ("EPS"). Basic EPS excludes dilution and is
computed by dividing net income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted EPS reflects
the potential dilution that could occur if stock options or other contracts to
issue common stock were exercised and resulted in the issuance of common stock
that then shared in the earnings of the Company. Diluted EPS is computed using
the treasury stock method when the effect of common stock equivalents would be
dilutive.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                 Income                    Shares                    Per-Share
                                                 (Numerator)               (Denominator)             Amount
---------------------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>                       <C>
Six Months Ended 6/30/99
Basic EPS
Loss before extraordinary item ............      $(10,407,000)              36,486,933                $(0.29)

Effect of Dilutive Securities

Stock Options                                           --                       --

Warrants                                                --                       --
                                                 ------------                ----------

Diluted EPS
Loss before extraordinary item                   $(10,407,000)               36,486,933               $(0.29)

---------------------------------------------------------------------------------------------------------------

Six Months Ended 6/30/98
Basic EPS
loss before extraordinary item ............      $ (4,577,000)               14,906,095               $(0.31)

Effect of Dilutive Securities

Stock Options                                           --                        --

Warrants                                                --                        --
                                                 ------------                ----------

Diluted EPS
Loss before extraordinary item ............     $ (4,577,000)                14,906,095               $(0.31)

---------------------------------------------------------------------------------------------------------------
</TABLE>

                                                     -10-
<PAGE>
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                 Income                     Shares                    Per-Share
                                                 (Numerator)                (Denominator)             Amount
---------------------------------------------------------------------------------------------------------------
<S>                                              <C>                         <C>                       <C>
Three Months Ended
6/30/99
Basic EPS
Net loss ..................................      $(3,083,000)                46,034,999                $(0.07)

Effect of Dilutive Securities

Stock Options                                          --                         --

Warrants                                               --                         --
                                                 -----------                  ----------
Diluted EPS
Net loss ..................................      $(3,083,000)                 46,034,999               $(0.07)

---------------------------------------------------------------------------------------------------------------

Three Months Ended 6/30/98
Basic EPS

Net loss  .................
                                                 $(2,812,000)                 14,907,145              $(0.19)

Effect of Dilutive Securities

Stock Options                                          --                         --

Warrants                                               --                         --
                                                 -----------                  ----------

Diluted EPS
Net loss ..................................      $(2,812,000)                 14,907,145              $(0.19)

---------------------------------------------------------------------------------------------------------------
</TABLE>

In addition to the preferred stock (See Note 2), options and warrants to
purchase 3,309,677 and 2,289,345 shares of Common Stock were outstanding as of
June 30, 1999 and June 30, 1998, respectively, but were not included in the
computation of diluted earnings per share because the effect would be
anti-dilutive.

7. COMMITMENTS AND CONTINGENCIES

License Agreements

During Man and August 1999, the Company signed two licensing agreements to
manufacture and distribute apparel products bearing the licensors' name. The
agreements are for five year periods, subject to renewal for additional periods,
and require the Company to make minimum royalty payments, along with additional
royalty payments in the range of 4% to 8% based on a percentage of defined
sales. The following is a schedule of the minimum royalty payments due under the
new agreements:

1999       $  340,000
2000          970,000
2001        2,190,000
2002        3,420,000
2003        3,920,000
2004        3,920,000

Contingencies

The Company, in the ordinary course of its business, is the subject of, or a
party to, various pending or threatened legal actions. While it is not possible
at this time to predict the outcome of any litigation, in the opinion of
management any ultimate liability arising from these actions will not have a
material effect on the financial position, results of operations or cash flows.

8. SUBSEQUENT EVENTS

On August 10, 1999, Aris Industries, Inc. (the "Registrant") consummated the
merger of Lola, Inc. ("Lola"), a California corporation, with and into Europe
Craft Imports, Inc. ("ECI"), a New Jersey corporation (the "Merger"), that is
wholly owned by the Registrant. Immediately following the effectiveness of the
Merger, ECI contributed all of the assets formerly owned by Lola to XOXO
Clothing Company, Incorporated, a Delaware corporation ("XOXO") that is wholly
owned by ECI. Lola's business consists principally


                                      -11-
<PAGE>


of the manufacture and sale of women's apparel and accessories under the "XOXO"
name.

The consideration paid to Lola's shareholders was $10,000,000 in cash and
6,500,000 shares of the Registrant's common stock, which were valued, for the
purpose of the transaction, at $1.50 per share. In connection with the
transaction, ECI obtained a $10,000,000 term loan and the Company and its
subsidiaries amended its financing agreements to increase its revolving line of
credit from $65,000,000 to $80,000,000.


                                      -12-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

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

Introduction

The following analysis of the financial condition and results of operations of
Aris Industries, Inc. (the "Company") for the three and six month periods ended
June 30, 1999 and June 30, 1998 should be read in conjunction with the
consolidated condensed financial statements, including the notes thereto,
included on pages 3 through 12 of this report.

FORWARD LOOKING STATEMENTS

Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature, are
intended to be, and are hereby identified as, "forward looking statements" for
purposes of the safe harbor provided by Section 21E of the Securities Exchange
Act of 1934, as amended by Public Law 104-67. The Company cautions readers that
forward looking statements, including without limitation, those relating to the
Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs, and income, are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward looking statements, due to several important factors
herein identified, among others, and other risks and factors identified from
time to time in the Company's reports filed with the Securities and Exchange
Commission.

YEAR 2000 COMPLIANCE

The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a 2
digit year is commonly referred to as the Year 2000 Compliance issue. As the
year 2000 approaches, such systems may be unable to accurately process certain
date based information. The Company's Year 2000 Project (Project) is addressing
the issue of computer programs and embedded computer chips being unable to
distinguish between the year 1900 and the year 2000 ("Y2K").


The Project has been divided into three major areas; 1) IBM AS400, 2)
Application Software, and 3) PC Hardware and software. The general phases common
to all sections are: 1) inventorying Year 2000 items; 2) assigning priorities to
inventoried items; 3) assessing the Year 2000 compliance of items determined to
be material to the Company; 4) repairing or replacing material items that are
determined not to be Year 2000 compliant; 5) testing material items and 6)
designing and implementing contingency and


                                      -13-
<PAGE>


business continuation plans. Internal resources are being used to make required
modifications and test Year 2000 Compliance. The Company target date for
completion is September 30, 1999.

The IBM AS400 (Model 300) is the backbone of the Company's computer system. The
Company currently maintains 100% of its inventory valuation and tracking, order
processing and picking/shipping functions on the AS400. In addition, the Company
also maintains the bulk of its accounting records on the AS400. The Company has
received certification from the vendor that the AS400 is Y2K compliant.

The Company has replaced its existing Software with the Complete Suite of
Applications from "RLM" (Ron Lynn Management Accounting Software). Management
believes that RLM Software provides a complete Y2K Solution for an AS400 System
and allows the Company to create a fully integrated systems environment. In
addition, the Company will continue to utilize the "Premenos" Electronic
Document Interchange Software System which processes document interchanges
between the Company and retailers. This system will be upgraded using internal
resources. The Company has identified 100% of the programs/ sub system routines
in these two applications that require modification. These upgrades have been
tested and completed.

The final section of the Project is to determine if all of the Company's
personal computer (PC) hardware and software systems are Y2K compliant. Each PC
will be certified to be Y2K compliant, any PC that is found to be noncompliant
will be replaced. The Company intends to use internal resources to do the
certification. All software needed to assure Y2K compliance will be completed
after all the Company's PC's have been certified Y2K compliant. The Company does
not anticipate many Y2K issues in this area since approximately 90% of the
software in use is off the shelf retail software (spreadsheet, word processing
packages, etc.) that is already Y2K compliant.

The total cost to the Company of these Y2K Compliance activities is estimated to
be approximately $500,000 which includes the cost of a programmer, consultants
as well as costs for software upgrades and third party contractors/suppliers and
PC replacements. The Company intends to fund these activities through operating
cash flows. These costs and the date on which the Company plans to complete the
Y2K modification and testing processes are based on management's best estimates,
which were derived utilizing continued availability of certain third party
modification plans and other factors. However, there can be no guarantee that
these objectives will be achieved; actual results could differ from those plans.

The failure to correct a material Y2K problem could result in an interruption
in, or a failure of, certain normal business activities or operations. Such
failures could materially and


                                      -14-
<PAGE>


adversely affect the Company's results of operations, liquidity and financial
condition. Due to the general uncertainty inherent in the Y2K problem, resulting
in part from the uncertainty of the Year 2000 readiness of third-party suppliers
and customers, the Company is unable to determine at this time whether the
consequences of Y2K failures will have a material impact on the Company's
results of operations, liquidity or financial condition. The Y2K project is
expected to significantly reduce the Company's level of uncertainty about the
Year 2000. The Company believes that with the completion of the Project as
scheduled the possibility of significant interruptions of normal operations
should be reduced.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1999, the Company had working capital of approximately
$17,596,000 as compared to $9,098,000 at December 31, 1998. The increase in
working capital was due to the capital infusion provided by the Simon Purchase
Transaction offset by the Company's net loss, which includes restructuring and
other charges, incurred in the six months ended June 30, 1999. During this
period, the Company financed its capital expenditures principally through
internally generated funds and credit facilities.

The Company's interest payments to BNY and AIF-II scheduled for May 4, 1998 and
August 3, 1998 were paid in cash on their due dates. On October 21, 1998, the
Company entered into amendments of its agreements with BNY and AIF-II providing
that payment of scheduled interest payments otherwise due to such lenders on
November 3, 1998 and the scheduled principal payment of $300,000 otherwise due
to BNY on November 3, 1998 would be deferred until February 1, 1999. Pursuant to
agreements with BNY the payments due February 1, 1999 were paid on February 26,
1999 upon the closing of the Simon Purchase Transaction.

On February 26, 1999 simultaneous, with the closing of the Simon Purchase
Transaction, the Company and its subsidiaries entered into a Financing Agreement
with CIT Commercial Services Group, Inc. ("CIT") and certain other financial
institutions, whereby such lenders agreed to provide a revolving credit facility
of up to $ 65,000,000 for working capital, loans and letters of credit
financing, with a final maturity date of February 26, 2002. The obligations
under the Financing Agreements are collateralized by liens on substantially all
of the assets of the Company and its subsidiaries. The revolving credit facility
provided by such Financing Agreement replaced ECI and ECI Sportswear's prior
working capital facilities. For revolving credit loans, interest will accrue at
the bank's prime rate. For Eurodollar loans, interest will accrue at a rate per
annum equal to the Eurodollar rate plus 2.5%. The agreement evidencing the new
line of credit contains


                                      -15-
<PAGE>


various financial and other covenants and conditions, including, but not limited
to, limitations on paying dividends, making acquisitions and incurring
additional indebtedness. As of June 30, 1999 the Company had availability under
the facility of approximately $7,843,000 and was incurring interest at prime or
7.75%.

The Company's long-term indebtedness consists of its obligations to BNY
Financial Corporation ("BNY") under the Series A Junior Secured Note Agreement
dated June 30, 1993, pursuant to which BNY is owed $7,442,000, plus interest at
the rate of 7% per annum, with a final maturity date of November 3, 2002. The
principal of BNY's Note is payable on November 3 of each year as follows:

           YEAR                               AMOUNT
           ----                               ------
           1999                              $  500,000
           2000                                 600,000
           2001                               1,100,000
           2002                               4,200,000

In addition, on November 3, 2002, the Company is obligated to pay BNY
$1,042,000, representing the quarterly interest payments that were deferred for
the period February 1, 1996 through January 31, 1998 by agreement with BNY in
September 1997. BNY is also entitled to receive mandatory prepayments based upon
50% of certain "excess cash flows" of the Company as defined in the Company's
note agreements with BNY.

In connection with the XOXO transaction (See Note 7), the Company's financing
agreement was amended in August 1999 to increase the revolving credit line to
$80,000,000, and to provide for a term loan of $10,000,000. The term loan bears
interest at prime plus one-half percent and is payable in quarterly installments
of $500,000, plus interest, commencing January 1, 2000, with a balloon payment
of $5,500,000 on February 26, 2002, the maturity date. The Company is required
to make certain mandatory prepayments based upon "excess cash flows" as defined
in the amendment to the loan agreement.

As a result of the Simon Purchase Transaction and the CIT Financing Agreement,
the Company believes it has adequate liquidity and capital resources to meet its
requirements for at least the next twelve months.

RESULTS OF OPERATIONS

The Company reported net losses of $3,083,000 and $10,407,000 for the three and
six month periods ended June 30, 1999 respectively, which included restructuring
and other charges of $1,850,000 and $8,001,000 for the three and six month
periods ended June 30, 1999, respectively. Absent these charges the net losses
for the three and six month periods ended June 30, 1999 would have been
$1,233,000 and $2,406,000 respectively, compared to net losses of $2,812,000 and
$4,055,000, respectively for the three and six month periods ended June 30,
1998.


                                      -16-
<PAGE>


The increase in the loss for the three month period was primarily due to the
Company's restructuring and other charges of approximately $1,850,000 relating
to the consolidation of operations and facilities. Such charges primarily
consisted of severance pay, estimated cost to exit and sub-lease certain
facilities and impairment charges related to fixed assets at the vacated
facilities. This loss was offset by an improvement in operating performance
attributable to increased sales and margins along with a reduction of interest
expense due to the conversion of Apollo debt to equity and the reduction of
borrowing due to the infusion of funds from the Simon Transaction.

The increase in the loss for the six month period was primarily due to
restructuring and other charges which consisted of (i) $2,401,000 relating to a
severance payment made pursuant to the Retention Agreement between the Company
and its former President, (ii) a non-recurring charge of $3,750,000 in
connection with the write off of impaired goodwill (See Note 4) and (iii)
additional charges of $1,850,000 relating to the consolidation of the Company's
operations and facilities as previously discussed. This loss was offset by an
improvement in operating performance attributable to increased sales and margins
along with a reduction of interest expense due to the conversion of Apollo debt
to equity and the reduction of borrowing due to the infusion of funds from the
Simon Purchase Transaction.

NET SALES

The Company's net sales increased from $19,779,000 during the three months ended
June 30, 1998 to $25,324,000 during the three months ended June 30, 1999. This
increase of $5,545,000 was a result of increased sales of products under the
"FUBU" license which amounted to $16,644,000 during this year's second quarter
as compared to $2,836,000 in the second quarter of last year which reflected the
Company's initial shipment of the "FUBU" products to the marketplace. This
increase in sales was partially offset by a decrease in sales of the Members
Only product line in the amount of approximately $1,819,000, a reduction in
private label sales of $5,053,000 and a reduction of $971,000 in sales of the
Company's Perry Ellis product lines which suffered from a lack of consumer
demand and the phase out of various product lines, including the Jeffrey Banks
product line, resulting in a decrease of sales in the amount of $420,000.

The Company's net sales increased from $37,345,000 during the six months ended
June 30, 1998 to $53,457,000 during the six months ended June 30, 1999. This
increase of $16,112,000 was a result of increased sales of products under the
"FUBU" license which amounted to $29,284,000 during the year as compared to
$3,072,000 in the first half of last year which reflected the Company's initial
shipment of the "FUBU" products to the marketplace. This increase


                                      -17-
<PAGE>


in sales was partially offset by a decrease in sales of the Members Only product
line in the amount of approximately $2,814,000, a reduction in private label
sales of $5,132,000 and a reduction of $981,000 in sales of the Company's Perry
Ellis product lines which suffered from a lack of consumer demand and the phase
out of various product lines, including the Jeffrey Banks product line,
resulting in a decrease of sales in the amount of $1,173,000.

GROSS PROFIT

Gross Profit for the three months ended June 30, 1999 was $6,908,000 or 27.3%
compared to $4,151,000 or 21.0% for the three months ended June 30, 1998. Gross
profit was positively impacted by sales of higher margin "FUBU" product lines
partially offset by the weak performance of the Company's "Perry Ellis America"
brand which suffered from a lack of consumer demand which caused the Company to
liquidate prior season inventory at reduced prices.

Gross Profit for the six months ended June 30, 1999 was $13,568,000 or 25.4%
compared to $9,297,000 or 24.9% for the six months ended June 30, 1998. Gross
profit was positively impacted by sales of higher margin "FUBU" product lines
partially offset by the weak performance of the Company's "Perry Ellis America"
brand which suffered from a lack of consumer demand which caused the Company to
liquidate prior season inventory at reduced prices.

SELLING AND ADMINISTRATIVE EXPENSES

Selling and Administrative expenses were $8,095,000 or 31.9% of net sales for
the three months ended June 30, 1999 as compared to $6,092,000 or 30.8% of net
sales for the three months ended June 30, 1998. The increase in Selling and
Administrative expenses was attributable to increased sales of the "FUBU"
licensed product line along with related increases in fixed and variable
expenses. Included in Selling and Administrative expenses for the three months
ended June 30, 1999 are approximately $675,000 or 2.7% of net sales of costs
incurred in connection with start-up activities, associated with the Company's
expansion of its operations, facilities and management.

Selling and Administrative expenses were $15,508,000 or 29.0% of net sales for
the six months ended June 30, 1999 as compared to $12,494,000 or 33.5% of net
sales for the six months ended June 30, 1998. The increase in Selling and
Administrative expenses was attributable to increased sales of the "FUBU"
licensed product line along with related increases in fixed and variable
expenses. Included in Selling and Administrative expenses for the six months
ended June 30, 1999 are approximately $675,000 or 1.3% of net sales of costs
incurred in connection with start-up activities, associated with the Company's


                                      -18-
<PAGE>


expansion of its operations, facilities and management.

RESTRUCTURING AND OTHER CHARGES

During the first quarter ended March 31, 1999 the Company incurred a
restructuring charge of $2,401,000 relating to a severance payment made pursuant
to the Retention Agreement between the Company and its former President and also
recorded a restructuring charge of $3,750,000 in connection with the write off
of impaired goodwill (See Note 4). In the second quarter ended June 30, 1999 the
Company incurred additional restructuring and other charges totaling $1,850,000
relating to the continuing consolidation of its operations and facilities.
During the remainder of 1999, the Company expects to incur additional
restructuring charges as the result of the continuing consolidation of its
operations and facilities. In addition, the Company has entered into new
licensing arrangements which may result in startup expenses during 1999 without
any related revenues during the year.

INTEREST EXPENSE

Interest expense for the three months ended June 30, 1999 decreased by $580,000
or 50% compared to the three month period ended June 30, 1998. This decrease was
primarily due to the conversion of Apollo debt to equity and the reduction of
borrowings resulting from the infusion of funds from the Simon Purchase
Transaction.

Interest expense for the six month period ended June 30, 1999 decreased by
$444,000 or 22% compared to the three month period ended June 30, 1998. This
decrease was primarily due to the conversion of Apollo debt to equity and the
reduction of borrowings resulting from the infusion of funds from the Simon
Purchase Transaction.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ECI was served with a complaint in an action commenced by Pacific Isles
Corporation in New York State Supreme Court alleging that it wrongfully rejected
approximately $700,000 of merchandise and that it tortuously interfered with
Pacific Isles' business. The Company believes it has meritorious defenses to the
claims and intends to vigorously defend the action.


                                      -19-
<PAGE>


ITEM 2 CHANGES IN SECURITIES

On February 26, 1999, (i) The Simon Group acquired 24,107,145 shares of Common
Stock and 2,093,790 shares of Series A Preferred Stock (convertible into
20,937,790 shares of Common Stock) for $20,000,000 and (ii) the Company redeemed
from AIF the Series B Junior Secured Note of the Company including all accrued
interest thereon (representing a total indebtedness of $10,658,000) in exchange
for $4,000,000 in cash plus 5,892,856 shares of Common Stock and 512,113 shares
of Series A Preferred Stock (convertible into 5,121,130 shares of Common Stock).
All such shares were sold to The Simon Group and AIF in a private, negotiated
transaction, exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, as amended (the "Securities Act"), as a transaction not involving
any public offering.

In March 1999, the Company issued 700,000 shares of Common Stock to Warnaco,
Inc. in consideration for Warnaco's consent to the Simon Purchase Transaction.
In March 1999, the Company issued 250,000 shares of Common Stock to Shapiro
Forman & Allen LLP, in partial payment for services rendered by such law firm to
The Simon Group in connection with the Simon Purchase Transaction, which
services, under the terms of the Purchase Agreement, were to be paid for by the
Company. These share issuances are exempt from registration pursuant to Section
4(2) of the Securities Act as transactions not involving any public offering.

The shares of Series A Preferred Stock of the Company are not publicly traded.
Each share of Series A Preferred Stock is automatically convertible into ten
shares of Common Stock upon the filing of a Certificate of Amendment to the
Certificate of Incorporation of the Company increasing the authorized shares of
Common Stock of the Company to an amount sufficient to permit conversion of all
shares of outstanding Series A Preferred Stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

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

At the Annual Meeting of Stockholders of Aris Industries, Inc. held on June 17,
1999 all of the current five members of the Board of Directors, Arnold H.
Simon, Debra Simon, David Fidlon, Howard Schneider and Robert Katz were
re-elected by the stockholders. A new member to the Board of Directors, Mark
Weiner, was also elected to the board.

In addition, at such Annual Meeting of Stockholders, the other three proposals
were approved by the stockholders with votes as follows:


                                      -20-
<PAGE>


                  Ratification of the amendment of the Company's certificate of
                  incorporation to provide that the number of shares that may be
                  issued be increased to 100,000,000 shares of Common Stock and
                  10,000,000 shares of Preferred Stock; 64,969,766 shares voted
                  in favor, 46,948 against and 1,103,555 abstentions.

                  Ratification of the amendment of the Aris 1993 Stock Incentive
                  Plan, to increase the shares reserved for grants and awards
                  under such Plan from 3,500,000 to 7,000,000; 68,411,162 shares
                  voted in favor, 43,358 against and 1,990 abstentions.

                  Ratification of the reincorporation of the Company from New
                  York to Delaware under the name Lifestyle Apparel Group, Ltd.;
                  49,266,157 shares voted in favor, 16,832,618 against and 1,494
                  abstentions.

ITEM 5. OTHER INFORMATION

NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

8.  (a) The following documents are filed herein as part of this report:

    1.  Exhibits

        10.119 - First Amendment to CIT Financing Agreement dated as of March
        25, 1999

        10.120 - Employment Agreement effective as of June 7, 1999 with Joseph
        Purritano

    (b) Reports on Form 8-K

        The Company filed a Form 8K on April 19, 1999, reporting a change in
        certifying accountants.


                                      -21-
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                           ARIS INDUSTRIES, INC.
                                (Registrant)

Date: August 16, 1999        By /s/   PAUL SPECTOR
                                    -------------------------------------
                                    Paul Spector,
                                    Senior Vice President
                                    Chief Financial Officer

                             By /s/   VINCENT F. CAPUTO
                                    -------------------------------------
                                    Vincent F. Caputo,
                                    Vice President
                                    Assistant Secretary and
                                    Assistant Treasurer


                                      -22-
<PAGE>

<TABLE>
<CAPTION>

         INDEX TO EXHIBITS

                                                                                     Filed as Indicated Exhibit to
                                                                                         Document Referenced in
    Exhibit No.                               Description                                     Footnote No.
    -----------                               -----------                            ------------------------------
     <S>             <C>                                                                         <C>
        2.           Second Amended Joint Plan of Reorganization dated March 26,                  (3)
                     1993, as amended May 11 and June 9, 1993
                     (Note:  Annexes omitted)

        3.3          Restated Certificate of Incorporation filed on June 30, 1993                 (3)

        3.4          Amended and Restated By-Laws effective June 30, 1993                         (3)

        4.1          Specimen Certificate Evidencing Common Stock.                                (1)

       10.67         Series A Junior Secured Note Agreement dated as of June 30,                  (3)
                     1993 between Registrant and BNY Financial Corporation.

       10.68         Series A Junior Secured Note dated as of June 30, 1993 issued                (3)
                     by Registrant to BNY Financial Corporation.

       10.72         Secondary Pledge Agreement dated as of June 30, 1993 between                 (3)
                     Registrant, BNY Financial Corporation and AIF II, L.P.

       10.75         Shareholders Agreement dated as of June 30, 1993 among                       (3)
                     Registrant and the Subject Shareholders Referred to Therein.

       10.76         Equity Registration Rights Agreement dated as of June 30,                    (3)
                     1993 among Registrant and the Holders of Registrable Shares
                     Referred to Therein.

       10.79         Severance Agreement dated April 3, 1991 between Registrant                   (3)
                     and Paul Spector.

       10.80         1993 Stock Incentive Plan of Registrant, as amended by                       (3)
                     Amendment No. 1 thereto dated June 24, 1993.

       10.81         Form of Indemnification Agreement dated as of June 30, 1993                  (3)
                     between Registrant and each member of Registrant's Board of
                     Directors.

       10.82         Letter Agreement dated February 8, 1993 among James G. Goren,                (3)
                     Alexander M. Goren, Charles S. Ramat, and David Schreiber and
                     Ora Ramat as Trustees for the Benefit of Hana Leah Ramat and
                     Abraham Ramat.

       10.84         Stipulated Entry Liquidating Claims dated March 10, 1993                     (3)
                     among The Marcade Group Inc., Robert K. Lifton, Howard L.
                     Weingrow, and JAG Consulting Co. Ltd.

       10.86         Letter Agreement dated October 29, 1992 among The Marcade                    (3)
                     Group Inc., Above The Belt, Inc., Europe Craft Imports, Inc.,
                     Perry Manufacturing Company, Apollo Investment Fund, L.P.,
                     AIF II, L.P., and Altus Finance.

       10.93         Consent dated May 1, 1996 to Series A Junior Secured Note                    (9)
                     Agreement dated as of June 30, 1993 between Registrant and
                     BNY Financial Corporation.

       10.95         Stock Purchase Agreement dated as of September 19, 1996                      (10)
                     between Aris Industries, Inc., as Seller,  Page Holding
                     Company, as Buyer, and Perry Manufacturing Company, with
                     respect to the stock of Perry Manufacturing Company.

       10.99         Warrant dated September 30, 1996 issued by Aris Industries,                  (10)
                     Inc. to Heller Financial, Inc.
</TABLE>

                                                        -23-
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Filed as Indicated Exhibit to
                                                                                         Document Referenced in
    Exhibit No.                               Description                                     Footnote No.
    -----------                               -----------                            ------------------------------
     <S>             <C>                                                                         <C>

      10.100         Letter dated December 18, 1996 from the Registrant to Charles                (11)
                     S. Ramat.

      10.101         Amendment dated May 5, 1997 to Series A Junior Secured Note                  (11)
                     Agreement dated as of June 30, 1993 between Registrant and
                     BNY Financial Corporation.

      10.103         Amendment dated June 18, 1997 to Series A Junior Secured Note                (13)
                     Agreement dated as of June 30, 1993 between Registrant and
                     BNY Financial Corporation.

      10.105         Asset Purchase Agreement dated as of July 15, 1997 among                     (14)
                     Davco Industries, Inc., as Seller, Steven Arnold and
                     Christopher Healy as Shareholders of Seller, and Aris
                     Management Corp. (n/k/a ECI Sportswear, Inc.), as Purchaser.

      10.106         Shareholders Agreement dated as of July 15, 1997 among Davco                 (14)
                     Industries, Inc., Steven Arnold, Christopher Healy, Aris
                     Management Corp. (n/k/a ECI Sportswear, Inc.), the
                     Registrant, Apollo Aris Partners, L.P. and Charles S. Ramat.

      10.107         Amendment dated July 18, 1997 to Series A Junior Secured Note                (14)
                     Agreement dated as of June 30, 1993 between Registrant and
                     BNY Financial Corporation.

      10.109         Amendment executed September 12, 1997 to Series A and Series                 (15)
                     B Junior Secured Note Agreements dated as of June 30, 1993
                     between Registrant, BNY Financial Corporation and AIF, L.P.

      10.111         Securities Purchase Agreement, dated as of February 26, 1999,                (17)
                     between Aris Industries, Inc., Apollo Aris Partners, L.P.,
                     AIF, L.P., The Simon Group, L.L.C. and Arnold Simon.

      10.112         Shareholders Agreement, dated as of February 26, 1999,                       (17)
                     between Aris Industries, Inc., Apollo Aris Partners, L.P.,
                     AIF, L.P., The Simon Group, L.L.C. and Charles S. Ramat.

      10.113         Equity Registration Rights Agreement, dated as of February                   (17)
                     26, 1999, between Aris Industries, Inc., Apollo Aris
                     Partners, L.P., AIF, L.P., The Simon Group, L.L.C. and
                     Charles S. Ramat.

      10.114         Retention Agreement dated as of February 18, 1999 by and                     (17)
                     between Aris Industries, Inc. and Charles S. Ramat.

      10.115         Financing Agreement dated February 26, 1999 by and among the                 (18)
                     Company and its Subsidiaries and CIT Commercial Group, Inc.
                     and the other Financial Industries named therein.

      10.116          Employment Agreement effective as of March 1, 1999 with                     (19)
                     Arnold Simon

      10.117         Employment Agreement effective as of March 1, 1999 with David                (19)
                     Fidlon

      10.118         Agreement of Lease made as of April 22, 1999 by and between                  (19)
                     Erika Realty Trust, as Landlord, and Registrant, as Tenant,
                     for premises located at 89 West Rodney French Blvd., New
                     Bedford, Ma.
</TABLE>

                                                        -24-
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Filed as Indicated Exhibit to
                                                                                         Document Referenced in
    Exhibit No.                               Description                                     Footnote No.
    -----------                               -----------                            ------------------------------
     <S>             <C>                                                                         <C>

      10.119         First Amendment to CIT Financing Agreement dated as of March                 (20)
                     25, 1999.

      10.120         Employment Agreement effective as of June 7, 1999 with Joseph                (20)
                     Purritano
</TABLE>

(1)  Filed as the indicated Exhibit to the Annual Report of the Company on Form
     10-K for the fiscal year ended February 2, 1991 and incorporated herein by
     reference.

(2)  Omitted.

(3)  Filed as the indicated Exhibit to the Report on Form 8-K dated June 30,
     1993 and incorporated herein by reference.

(4)  Omitted.

(5)  Filed as the indicated Exhibit to the Report on Form 8-K dated June 12,
     1995 and incorporated herein by reference.

(6)  Filed as the indicated Exhibit to the Report on Form 8-K dated October 27,
     1995 and incorporated herein by reference.

(7)  Filed as the indicated Exhibit to the Report on Form 8-K dated February 2,
     1996 and incorporated herein by reference.

(8)  Omitted.

(9)  Filed as the indicated Exhibit to the Report on Form 8-K dated May 1, 1996
     and incorporated herein by reference.

(10) Filed as the indicated Exhibit to the Report on Form 8-K dated September
     30, 1996 and incorporated herein by reference.

(11) Filed as the indicated Exhibit to the Annual Report of the Company on Form
     10-K for the fiscal year ended December 31, 1996 and incorporated herein by
     reference.

(12) Omitted.

(13) Filed as the indicated Exhibit to the Report on Form 8-K dated June 18,
     1997 and incorporated herein by reference.

(14) Filed as the indicated Exhibit to the Report on Form 8-K dated July 15,
     1997 and incorporated herein by reference.

(15) Filed as the indicated Exhibit to the Report on Form 8-K dated September
     12, 1997 and incorporated herein by reference.

(16) Omitted.

(17) Filed as the indicated Exhibit to the Report on Form 8-K dated February 26,
     1999 and incorporated herein by reference.
(18)              Filed as the indicated Exhibit to the Annual Report of the
                  Company on Form 10BK for the year ended December 31, 1998 and
                  incorporated herein by reference.

(19) Filed as the indicated Exhibit to the Report on Form 10-Q dated March 31,
     1999 and incorporated herein by reference.

(20) Filed herewith

                                      -25-