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, 2003


                              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.)


                  463 SEVENTH AVENUE, NEW YORK, NEW YORK 10018
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (646) 473-4200

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 _____


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                  YES _____                 NO __X__


Number of shares of Common Stock outstanding                        108,819,527
As of August 13, 2003





<PAGE>


                              ARIS INDUSTRIES, INC.


                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  a.   Consolidated Condensed Balance Sheets as
                       of June 30, 2003 and December 31, 2002                  3

                  b.   Consolidated Condensed Statements of
                       Operations for the Six-Months Ended
                       June 30, 2003 and June 30, 2002                         4

                  c.   Consolidated Condensed Statements of
                       Operations for the Three-Months Ended
                       June 30, 2003 and June 30, 2002                         5

                  d.   Consolidated Condensed Statements of
                       Cash Flows for the Six-Months Ended
                       June 30, 2003 and June 30, 2002                         6

                  e.   Notes to Consolidated Condensed
                       Financial Statements                                    7

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                  15

         Item 3.  Quantitative and Qualitative Disclosures
                  About Market Risk                                           22

         Item 4.  Controls and Procedures                                     22


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                           22

         Item 2.  Changes in Securities and Use of Proceeds                   25

         Item 3.  Defaults upon Senior Securities                             25

         Item 4.  Submission of Matters to a Vote of
                  Security Holders                                            25

         Item 5.  Other Information                                           25

         Item 6.  Exhibits and Reports on Form 8-K                            25

SIGNATURES                                                                    26



<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                          June 30,     December 31,
ASSETS                                                                      2003           2002
                                                                        -----------    ------------
                                                                        (Unaudited)
<S>                                                                       <C>           <C>
Current assets:
   Cash                                                                   $     --      $     --
   Receivables, net                                                            297           626
   Receivable from related party                                                --           375
   Inventories                                                                 327           183
   Prepaid expenses and other current assets                                    30             3
                                                                          --------      --------

                         Total current assets                                  654         1,187

Property and equipment, net                                                  2,162         2,909

Goodwill, net                                                               33,930        33,930

Other assets                                                                   312           310
                                                                          --------      --------

                           TOTAL ASSETS                                   $ 37,058      $ 38,336
                                                                          ========      ========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
   Borrowings under revolving credit facility                             $     84      $    456
   Loans payable to related parties, including accrued interest             13,984        13,026
   Current portion of long-term debt                                        17,142         9,642
   Current portion of capitalized lease obligations                            629           415
   Accounts payable                                                          4,872         3,620
   Accounts payable to related parties                                       1,216         1,096
   Accrued expenses and other current liabilities                            7,005         8,175
                                                                          --------      --------
                       Total current liabilities                            44,932        36,430

Long-term debt, net of current portion                                          --         7,500
Capitalized lease obligations                                                  226           569
Other liabilities                                                            1,619         1,637
                                                                          --------      --------
                           Total liabilities                                46,777        46,136
                                                                          --------      --------

Commitments and contingencies

Stockholders' deficiency:
   Preferred stock, $.01 par value: 10,000 shares authorized; none
      issued and outstanding                                                    --            --
   Common stock, $.01 par value: 200,000 shares authorized
      108,819 issued and outstanding at June 30, 2003
      and December 31, 2002                                                  1,088         1,088
   Additional paid-in capital                                               86,146        86,146
   Accumulated deficit                                                     (96,953)      (95,027)
   Unearned compensation                                                        --            (7)
                                                                          --------      --------

                    Total stockholders' deficiency                          (9,719)       (7,800)
                                                                          --------      --------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                            $ 37,058      $ 38,336
                                                                          ========      ========
</TABLE>

See accompanying notes to consolidated condensed financial statements



                                      -3-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                         Six-            Six-
                                                     Months Ended   Months Ended
                                                       June 30,       June 30,
                                                         2003           2002
                                                     ------------   ------------
REVENUES:
   SALES TO CUSTOMERS                                 $   2,527      $   1,687
   ROYALTY INCOME                                         4,718          4,570
                                                      ---------      ---------

TOTAL REVENUES                                            7,245          6,257

COST OF GOODS SOLD                                         (974)          (926)
                                                      ---------      ---------

GROSS PROFIT                                              6,271          5,331

OPERATING EXPENSES:
   SELLING AND ADMINISTRATIVE EXPENSES                   (7,322)       (11,287)
   IMPAIRMENT OF LONG-LIVED ASSETS                           --           (853)
   RESTRUCTURING AND OTHER COSTS                             --           (509)
                                                      ---------      ---------


LOSS FROM OPERATIONS                                     (1,051)        (7,318)

INTEREST EXPENSE, NET                                      (869)        (1,055)
                                                      ---------      ---------

LOSS BEFORE INCOME TAX PROVISION                         (1,920)        (8,373)

   INCOME TAX (PROVISION) BENEFIT                            (6)            25
                                                      ---------      ---------

NET LOSS                                              $  (1,926)     $  (8,348)
                                                      =========      =========


NET LOSS PER SHARE                                    $   (0.02)     $   (0.10)
                                                      ---------      ---------


PER SHARE DATA:
   Weighted average shares outstanding - Basic          108,819         86,918


See accompanying notes to consolidated condensed financial statements





                                      -4-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                       Three-          Three-
                                                    Months Ended    Months Ended
                                                      June 30,        June 30,
                                                        2003            2002
                                                    ------------    ------------
REVENUES:
   SALES TO CUSTOMERS                                 $   1,433      $     690
   ROYALTY INCOME                                         2,602          2,482
                                                      ---------      ---------

TOTAL REVENUES                                            4,035          3,172

COST OF GOODS SOLD                                         (431)          (323)
                                                      ---------      ---------

GROSS PROFIT                                              3,604          2,849

OPERATING EXPENSES:
   SELLING AND ADMINISTRATIVE EXPENSES                   (3,840)        (5,899)
   IMPAIRMENT OF LONG-LIVED ASSETS                           --             --
   RESTRUCTURING AND OTHER COSTS                             --            895
                                                      ---------      ---------


LOSS FROM OPERATIONS                                       (236)        (2,155)

INTEREST EXPENSE, NET                                      (408)          (533)
                                                      ---------      ---------

LOSS BEFORE INCOME TAX PROVISION                           (644)        (2,688)

   INCOME TAX (PROVISION) BENEFIT                            (3)            (2)
                                                      ---------      ---------

NET LOSS                                              $    (647)     $  (2,690)
                                                      =========      =========


NET LOSS PER SHARE                                    $   (0.01)     $   (0.03)
                                                      ---------      ---------


PER SHARE DATA:
   Weighted average shares outstanding - Basic          108,819         88,783


See accompanying notes to consolidated condensed financial statements





                                      -5-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                        Six-          Six-
                                                                                   Months Ended   Months Ended
                                                                                      June 30,      June 30,
                                                                                        2003          2002
                                                                                   ------------   ------------
<S>                                                                                   <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                          $(1,926)     $(8,348)

    Adjustments to reconcile net loss to net cash provided by (used in)
         operating activities:
         Depreciation and amortization                                                    747        1,144
         Non-cash stock transaction charged to expense                                     --        1,300
         Non-cash stock based compensation                                                  7           43
         Provision for accrued restructuring charges                                       --          509
         Write-off of receivables from licensee                                            --        1,959
         Impairment on property and equipment                                              --          440
         Impairment of goodwill                                                            --          412
    Change in assets and liabilities:
         Decrease in receivables                                                          704          925
         Decrease in due from licensee                                                     --        2,994
         (Increase)/decrease in inventories                                              (144)         313
         (Increase)/decrease in prepaid expenses and other current assets                 (27)         204
         (Increase)/decrease in other assets                                               (2)           6
         Increase/(decrease) in accounts payable                                        1,252         (737)
         Increase in accounts payable to related parties                                  120          198
         (Decrease)/increase in accrued expenses and other current liabilities         (1,170)       1,255
         Decrease in other liabilities                                                    (18)        (782)
                                                                                      -------      -------

                         Net cash (used in) provided by operating activities             (457)       1,835
                                                                                      -------      -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                                   --          (17)
                                                                                      -------      -------

                         Net cash used in investing activities                              0          (17)
                                                                                      -------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt and capital leases                                      (129)      (1,374)
    Advances from related party                                                           958        2,511
    Decrease in borrowings under revolving credit facility                               (372)      (3,020)

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

                         Net cash provided by (used in) financing activities              457       (1,883)
                                                                                      -------      -------


NET INCREASE (DECREASE) IN CASH                                                             0          (65)

CASH, BEGINNING OF PERIOD                                                                   0          457
                                                                                      -------      -------

CASH, END OF PERIOD                                                                   $     0      $   392
                                                                                      =======      =======

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
    Issuance of common stock in settlement of accounts payable                             --      $ 2,250
</TABLE>


See accompanying notes to consolidated condensed financial statements




                                      -6-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. BASIS OF PRESENTATION

         The consolidated condensed financial statements as of June 30, 2003 and
for the six and three- month  periods ended June 30, 2003 and 2002 are unaudited
and reflect all  adjustments  consisting  of normal  recurring  adjustments  and
restructuring and other costs which are, in the opinion of management, necessary
for a fair presentation of financial position,  operating results and cash flows
for the periods.

         The  consolidated  condensed  balance sheet as of December 31, 2002 was
derived from audited  financial  statements but does not include all disclosures
required by  accounting  principles  generally  accepted in the United States of
America. 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 Aris  Industries,  Inc. (the "Company",
the  "Registrant"  or  "Aris")  Annual  Report on Form  10-K for the year  ended
December 31, 2002.  The operating  results for the six and  three-month  periods
ended June 30, 2003 are not necessarily  indicative of the operating  results to
be expected for the year ending December 31, 2003.

2. FINANCIAL ACCOUNTING STANDARDS NO. 146, "ACCOUNTING FOR COSTS ASSOCIATED WITH
EXIT OR DISPOSAL ACTIVITIES"

         In June 2002, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 146,  "Accounting for
Costs  Associated  with Exit or  Disposal  Activities".  SFAS No. 146  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("EITF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to  Exit an  Activity".  SFAS  No.  146  requires  that a  liability  for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred.  This Statement also  established that fair value is the objective for
initial  measurement  of the  liability.  The  provisions  of SFAS  No.  146 are
effective for exit or disposal  activities that are initiated after December 31,
2002.  The  adoption  of SFAS No.  146 did not  have a  material  impact  on the
consolidated financial statements.

3. LIQUIDITY RISKS

         These consolidated  condensed  financial  statements have been prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization of assets and  satisfaction of liabilities in the normal course
of business.

         The Company has  continued  to incur losses from  operations  and had a
working capital deficit of $44,278,000 at June 30, 2003 as compared to a working
capital deficit of $35,243,000 at



                                      -7-
<PAGE>


December 31, 2002. In addition,  the Company was not in compliance  with certain
covenants  contained  in its credit  facility.  However,  the  Company  has been
advised  by its  lenders  that  they are  willing  to work with the  Company  to
structure the remaining payments in a manner the Company should be able to make.
Amounts  outstanding  under the  revolving  credit  facility  were  reduced from
$456,000 at December 31, 2002 to $84,000 as of June 30, 2003.

         During 2002, the Company completed its first full year as a licensor or
sub-licensor  of its owned or licensed  trademarks.  In April 2002,  the Company
terminated its license agreement with Grupo Xtra of New York, Inc. ("Grupo") and
shortly thereafter Grupo filed for bankruptcy protection under Chapter XI of the
Bankruptcy  Code.  On April  25,  2002,  Judge E.  Robles of the  United  States
Bankruptcy  Court,  Central  District of  California,  terminated  the Trademark
License  Agreement  and  ordered  Grupo to  immediately  discontinue  all use of
trademark bearing XOXO(R) , Baby Phat(R),  Brooks Brothers  Golf(R),  Fragile(R)
and Members Only(R). Following the effectiveness of the termination of the Grupo
Agreement,   the  Company  reached  an  agreement  with  Adamson  Apparel,  Inc.
("Adamson")  to license  from the  Company  and its  subsidiaries  the XOXO(R) ,
Members Only(R) and Baby Phat(R) trademarks that had been previously licensed by
Grupo (Note 4).

         On May 7, 2003,  the Company  signed a  definitive  trademark  purchase
agreement with Global Brand Holdings,  LLC ("Global")  providing for the sale of
the trade name and service  mark  XOXO(R) and the  trademarks  XOXO(R),  XOXO IN
AMERICA AND ABROAD(R),  LOLA(R) and FRAGILE(R) along with certain related assets
and accompanying  goodwill for a total sum of $43 million in cash (Note 13). The
trademark  purchase  agreement was approved by the Company's  board of directors
and the board of  managers  of  Global.  The  transaction  was  approved  by the
Company's  shareholders at a special  meeting held on Monday,  June 30, 2003. On
July 2, 2003, the Company completed the sale of the trade name and service mark.
The Company  received $43 million in cash at closing of which $2 million was set
aside in one escrow account and $1 million was set aside in an additional escrow
account, to secure certain post- closing obligations of the Company.

         As a  result  of the  trademark  assets  sale,  the  Company  repaid  a
substantial  portion of its  existing  indebtedness  and  intends to finance its
remaining  operations  through (i) continued  negotiated  settlements with trade
creditors, (ii) substantially reducing its overhead and (iii) royalties from its
remaining trademarks and license.

         There  can be no  assurance  that the  timing  of cash  receipts  to be
realized  from  working  capital  and  operations  will  be  sufficient  to meet
obligations as they become due. These factors raise  substantial doubt about the
Company's  ability to continue as a going concern.  The  consolidated  condensed
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.



                                      -8-
<PAGE>


4. ADAMSON LICENSE AGREEMENT

         Following the  effectiveness of the termination of the Grupo Agreement,
the Company reached an agreement with Adamson Apparel,  Inc. to license from the
Company and its  subsidiaries  the  XOXO(R),  Members  Only(R) and Baby  Phat(R)
trademarks that had been previously licensed by Grupo. Adamson is a newly-formed
New York  corporation of which the majority owner is the Company's  chairman and
chief  executive  officer  and  principal  stockholder.  Adamson  was  initially
capitalized with a $7 million investment.  Adamson is utilizing many of the same
employees  that were employed by Grupo,  all of whom were formerly  employees of
XOXO or one or more of the Company's subsidiaries.

         The Adamson Agreement has an initial term which expires on December 31,
2003, which may be automatically renewed for a further one year term, subject to
agreement by both parties,  to manufacture,  market and distribute at wholesale,
women's  clothing,  jeanswear  and  sportswear  under the XOXO and Members  Only
trademarks and, subject to Aris' rights as licensee with respect  thereto,  Baby
Phat apparel. The royalty rate for XOXO and Members Only products is 9% and 3.5%
for Baby Phat branded  products.  In addition,  Adamson is also  responsible for
amounts due under the  Company's  license  agreement  with the  licensor of Baby
Phat.

          On May 7, 2003,  the Company  signed a definitive  trademark  purchase
agreement with Global  providing for the sale of the trade name and service mark
XOXO(R) and the trademarks XOXO(R),  XOXO IN AMERICA AND ABROAD(R),  LOLA(R) and
FRAGILE(R)  along with certain  related assets and  accompanying  goodwill for a
total sum of $43 million in cash (Notes 3 and 13). The Global agreement requires
the  Adamson  license to be  terminated  as of  closing.  Under the terms of the
trademark  purchase  agreement Adamson will cease shipping XOXO branded products
as of September 30, 2003.

5. SALE OF CONVERTIBLE DEBENTURES

         In  February  2001,  the Company  entered  into a  Securities  Purchase
Agreement with KC Aris Fund I, L.P.  ("KC") pursuant to which the Company was to
issue Convertible Debentures in the aggregate sum of $10,000,000. The Debentures
mature in three years, bear interest at 8.5% per annum,  payable quarterly,  and
are  convertible  into shares of common stock at the rate of $.46 per share.  KC
only purchased  $7,500,000 of Debentures,  convertible into 16,304,347 shares of
Common  Stock.  The  Company  used the  proceeds  to pay down a  portion  of the
borrowings under its revolving  credit facility.  On August 5, 2002, KC sent the
Company a notice of default  arising from the Company's  failure to pay interest
in the amount of approximately $321,000 that was due on January 31 and April 30,
2002.  On September 3, 2002,  the Company  reached an agreement  with KC and the
default was  rescinded.  The Company  agreed to pay KC $50,000 every three weeks
starting  on  September  3, 2002 and  continuing  until all  interest  due KC is
brought up to date under the terms of the  Debentures.  As of June 30,  2003 the
Company owed KC  approximately  $325,000 in accrued  interest in addition to the
$7,500,000 in principal which are included in current liabilities.

6. DEBT

         The Company's indebtedness consists, in part, 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 $5,642,000 in principal,  as
of June 30, 2003. On October 31, 2002, the Company



                                      -9-
<PAGE>


received a forbearance on the principal balance of BNY's Note, $5,642,000, until
December 2, 2002.  On January 31, 2003,  BNY agreed to defer payment on the note
until  February 28, 2003 (the  "Deferral  Date").  The Company has continued its
negotiations  with BNY. As of June 30,  2003 the Company was  indebted to BNY in
the amount of approximately $5,810,000 including accrued interest.

         On January 18, 2002, the Company  entered into a forbearance  agreement
with CIT as agent for the lenders under the Company's Financing Agreement. Under
the terms of the forbearance  agreement the following occurred:  (i) the Company
received  $3,000,000  from Grupo of which  $2,500,000  was  applied  against the
revolving line of credit and the remaining $500,000 was applied against the term
loan,  (ii) the  Company was  required  to reduce the  balance of the  revolving
credit  facility and certain  other  amounts due the lenders on a monthly  basis
through July 31, 2002 at which time the balances  were to be repaid in full.  If
the  outstanding  balance of the  revolving  credit  facility and certain  other
amounts due the lenders at the end of any month  exceeds  the  required  monthly
ending balance, as defined in the forbearance agreement, the Company has fifteen
days to cure the excess  principal  before its lenders will take action  against
the Company,  (iii) the Company was required to make installments of $500,000 on
April 1 and July 1, 2002 and the  remaining  balance was due on October 31, 2002
and (iv) the Company's chief  executive  officer agreed to extend the $3,000,000
personal   guaranty  to  remain  in  effect  until  all  obligations  under  the
forbearance  agreement  are paid in full.  The Company did not make the April 1,
2002,  term loan  payment.  The Company and CIT  negotiated  an amendment of the
forbearance  agreement to extend the payout period for the  Company's  revolving
line of credit  and term  loan.  In  conjunction  with  these  negotiations  the
Company,  on May 10, 2002,  paid the $500,000  quarterly term loan payment which
was originally due on April 1, 2002. In addition, the Company verbally agreed to
pay the lenders  $200,000 at the end of each month to reduce its revolving  line
of credit  balance.  The  balance due under the  revolving  line of credit as of
December 31, 2002 was $456,000.  The Company also made its term loan payments in
the amount of  $500,000,  due July 1 and October 1, 2002.  The balance due under
the  Company's  term loan after these  payments was  $4,000,000.  On November 6,
2002, the Company received an additional extension of the forbearance. Under the
terms of the  extension  the Company has agreed to: (i) continue to make monthly
payments of $200,000  against its revolving line of credit,  (ii) make principal
payments of $500,000 against its term loan on January,  April and July 1 of 2003
with the remaining  balance due July 31, 2003 and (iii) continue to make monthly
payments against certain other amounts due the lenders.  As of June 30, 2003 the
Company's  outstanding  obligations to CIT included  approximately $84,000 under
its revolving line of credit and $4,000,000 in principal under its term loan.

         The obligations  under the Financing  Agreement are  collateralized  by
substantially all of the assets of the Company. The Financing Agreement contains
various financial and other covenants and conditions, including, but not limited
to,  limitations  on  paying  dividends,   making   acquisitions  and  incurring
additional indebtedness.

         The Company was not in compliance, as of June 30, 2003 and December 31,
2002, with certain  covenants  contained in its loan  agreements.  The Company's
lenders,   under  the  January  18,  2002  and  February  25,  2003  forbearance
agreements,  have indicated  that they have no current  intention to take action
with respect to such non-compliance but have not waived the covenant violations.

         The Company's  chief  executive  officer has  personally  guaranteed $3
million  of  indebtedness  outstanding  under  the  Financing  Agreement.   This
guaranty, which initially was to expire on December



                                      -10-
<PAGE>


6, 2000, will expire upon re-payment of the Company's obligations to CIT.

7. RESTRUCTURING AND OTHER COSTS

     The Company  closed three of its four full price XOXO retail  stores in the
first  quarter  of  fiscal  2002.  The  Company  recorded  charges   aggregating
$2,257,000  in  the  first  quarter  of  2002,   consisting  of  an  accrual  of
approximately  $1,113,000  for  2002  rent,  an  additional  $291,000  of  lease
termination  costs  relating to the 2000  restructuring  reserve,  property  and
equipment write-downs of approximately  $441,000 and goodwill impairment charges
of approximately  $412,000.  The Company included in its accrual a liability for
one year of store rent for each of the  closed  stores  since  each store  lease
contains a provision that the landlord will use its best efforts to re-lease the
premises in the event that the premises are vacated by the Company.  The Company
accrued an  additional  year of rent  covering  these  locations at December 31,
2002.  However,  no assurances  can be given that the premises will be re-leased
within one year and the Company will have to periodically review its accrual.

     In  June  of  2002,  the  Company  reached  a  settlement   agreement  with
TrizecHahnSwig,  LLC ("Trizec"),  the landlord of the Company's premises at 1411
Broadway  in New York.  Under  the  terms of the  settlement  the  Company  paid
$550,000 on June 26, 2002, to Trizec and was released from all obligations under
its lease.  As a result of this  agreement  the  Company  recorded  a  favorable
reversal  of  a  previously  recorded  restructuring  reserve  of  approximately
$895,000 in the second quarter of fiscal 2002.

8. PER SHARE DATA

     Basic loss per common share is computed by dividing net loss  available for
common  shareholders  by the weighted  average  number of shares of common stock
outstanding during each period.

     Options and warrants to purchase 10,136,345 and 11,346,845 shares of Common
Stock were outstanding as of June 30, 2003 and 2002, respectively,  but were not
included in the  computation  of diluted loss per share because the effect would
be  anti-dilutive.   In  addition,   conversion  rights  under  the  Convertible
Debentures to convert the Debentures into 16,304,345 shares of Common Stock were
not included in the  computation  of diluted  loss per share  because the result
would be anti- dilutive.

9. STOCK INCENTIVE PLAN

     The Company has a stock  incentive  plan which is  described  more fully in
Note 9 of the  Company's  Annual  Report  on Form  10-K for  2002.  The  Company
accounts for this plan under the recognition  and measurement  principles of APB
Opinion  No.  25,  ACCOUNTING  FOR  STOCK  ISSUED  TO  EMPLOYEES,   and  related
interpretations.  No stock-based employee  compensation cost is reflected in net
loss, as all options  granted under the plan have an exercise price equal to the
market value of the underlying  common stock on the date of grant. The following
table  illustrates  the effect on net loss and loss per share if the Company had
applied  the fair  value  recognition  provisions  of FASB  Statement  No.  123,
ACCOUNTING FOR STOCK-BASED  COMPENSATION,  to stock-based employee compensation.
(in thousands, except per share data)



                                      -11-
<PAGE>


                                      Six-Months Ended         Six-Months Ended
                                        June 30, 2003            June 30, 2002
                                        -------------            -------------
Net loss
   As reported                           $   (1,926)              $   (8,348)
   Pro forma                                 (2,216)                  (9,345)
Net loss per share-basic
   As reported                           $    (0.02)              $    (0.10)
   Pro forma                                  (0.02)                   (0.11)

                                     Three-Months Ended       Three-Months Ended
                                        June 30, 2003            June 30, 2002
                                        -------------            -------------
Net loss
   As reported                           $     (647)              $   (2,690)
   Pro forma                                   (792)                  (3,188)
Net loss per share-basic
   As reported                           $    (0.01)              $    (0.03)
   Pro forma                                  (0.01)                   (0.04)


10. RELATED PARTY TRANSACTIONS

     In June 2000, First A.H.S.  Acquisition Corp.  ("AHS"),  a company owned by
the Company's chief executive officer, entered into an agreement (the "Letter of
Credit Agreement") with the Company's principal  commercial lender to facilitate
the  opening of up to  $17,500,000  in letters of credit for  inventory  for the
Company.  Pursuant to the Letter of Credit  Agreement,  AHS purchased  inventory
which was to be held at the Company's warehouse  facilities.  Such inventory was
sold to the Company at cost when the  Company was ready to ship the  merchandise
to the  customer.  As of June 30,  2003,  the Company  owed AHS  $7,090,000.  In
connection with the Letter of Credit  Agreement,  the chief executive officer of
the Company  guaranteed  up to $7,000,000  of AHS  obligations  to the Company's
principal  commercial  lender,  and  pledged  collateral  in that amount to such
lender.  The  obligations  to First AHS were secured by certain of the Company's
inventory and proceeds thereafter.

     During  January 2001,  the Company's  chief  executive  officer  loaned the
Company  $2,000,000.  In 2002 , the Company's chief executive officer loaned the
Company  an  additional  $1,500,000.  The loans are  payable  on demand and bear
interest at prime plus one quarter percent.

     The Company's chief executive officer personally  guaranteed  $3,000,000 of
indebtedness  outstanding under the Financing  Agreement.  This guaranty,  which
initially was to expire on December 6, 2000,  will expire upon re-payment of the
Company's obligations to CIT.

     Adamson is a newly-formed New York  corporation  which is majority owned by
the Company's  chairman and chief  executive  officer and principal  stockholder
(Note 4). As of June 30, 2003, the Company was indebted to Adamson in the amount
of $3,281,000, which is payable on demand and bears no interest.

     At December 31, 2002 the Company had  receivables  of $375,000  from Humane
Inc,  a company  wholly  owned by Steven  Feiner a director  and  officer of the
Company.  During the  three-months  ended March 31, 2003 Humane  returned  these
goods to the Company. The Company recorded a markdown of approximately  $180,000
on this merchandise and it is included in the Company's inventory as of June 30,
2003.




                                      -12-
<PAGE>


11. BUSINESS SEGMENTS

     In  accordance  with  SFAS  No.  131,  "Disclosure  About  Segments  of  an
Enterprise and Related Information",  our principal segments are grouped between
the  generation  of revenues  from  royalties  and retail  sales.  The licensing
segment  derives its  revenues  from  royalties  associated  from the use of the
Company's brand names,  principally XOXO,  Fragile and Members Only and, subject
to Aris'  rights as a licensee  with  respect  thereto,  Baby  Phat.  The Retail
segment is comprised of one  full-price  retail store and an internet sales site
which principally sell XOXO and Baby Phat branded products.

     Segment  information  for the six and three- month  periods  ended June 30,
2003 and 2002,  for both  segments  are set forth below.  Corporate  overhead is
included in the licensing segment data.


        Retail Segment Financial
               Information               Three Months Ended  Three Months Ended
             (in thousands)                June 30, 2003       June 30, 2002
        ------------------------         ------------------  ------------------
Revenues                                      $ 1,433           $   690
Cost of Goods Sold                                431               323
Selling and administrative expenses               824               877
Net income (loss)                                 178              (510)


       Licensing Segment Financial
               Information               Three Months Ended  Three Months Ended
             (in thousands)                June 30, 2003       June 30, 2002
       ---------------------------       ------------------  ------------------
Revenues                                      $ 2,602           $ 2,482
Selling and administrative expenses             3,016             5,022
Restructuring and other costs                      --              (895)
Interest expense                                  408               533
Income tax provision/(benefit)                      3                (2)
Net loss                                         (825)           (2,180)





                                      -13-
<PAGE>

        Retail Segment Financial
               Information                Six Months Ended   Six Months Ended
             (in thousands)                June 30, 2003       June 30, 2002
        ------------------------          ----------------   ----------------
Revenues                                      $ 2,527           $ 1,687
Cost of Goods Sold                                974               926
Selling and administrative expenses             1,327             1,666
Impairment of long lived assets                    --               853
Restructuring and other costs                      --             1,404
Net income (loss)                                 226            (3,162)


       Licensing Segment Financial
               Information                Six Months Ended   Six Months Ended
             (in thousands)                June 30, 2003       June 30, 2002
       ---------------------------        ----------------   ----------------
Revenues                                      $ 4,718           $ 4,570
Selling and administrative expenses             5,995             9,621
Restructuring and other costs                      --              (895)
Interest expense                                  869             1,055
Income tax provision/(benefit)                      6               (25)
Net loss                                       (2,152)           (5,186)


12. 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,  the Company may
not be able to satisfy an adverse  judgement in certain of these actions,  which
may have a  material  adverse  effect  on its  financial  position,  results  of
operations and cash flows.

13. SUBSEQUENT EVENTS

     On  May 7,  2003,  the  Company  signed  a  definitive  trademark  purchase
agreement with Global Brand Holdings,  LLC ("Global")  providing for the sale of
the trade name and service  mark  XOXO(R) and the  trademarks  XOXO(R),  XOXO IN
AMERICA AND ABROAD(R),  LOLA(R) and FRAGILE(R) along with certain related assets
and accompanying  goodwill for a total sum of $43 million in cash. The trademark
purchase  agreement  was approved by the  Company's  board of directors  and the
board of managers  of Global.  The  transaction  was  approved by the  Company's
shareholders at a special meeting held on Monday, June 30, 2003.





                                      -14-
<PAGE>


On July 2, 2003, the Company  completed the sale of the trade name and mark. The
Company  received  $43  million in cash at  closing of which $2 million  was set
aside in one escrow account and $1 million was set aside in an additional escrow
account, to secure certain post-closing  obligations of the Company. The balance
of the proceeds were used to repay certain existing  indebtedness of the Company
and other liabilities.

As a result of the  trademark  assets  sale,  the Company will record a non-cash
book gain of approximately $20,000,000 in the third quarter of 2003.



                     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 six and three-month periods ended
June 30,  2003 and 2002  should  be read in  conjunction  with the  consolidated
condensed financial statements, including the notes thereto, included on pages 3
through 13 of this report.

FORWARD LOOKING STATEMENTS

This report includes "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended,  which represent the Company's expectations or
beliefs concerning future events that involve risks and uncertainties, including
the ability of the Company to satisfy the  conditions  and  requirements  of the
credit  facilities of the Company,  the effect of national and regional economic
conditions,  the overall  level of consumer  spending,  the  performance  of the
Company's products within prevailing retail environment,  customer acceptance of
both new designs and newly-introduced  product lines, and financial difficulties
encountered  by customers.  All statements  other than  statements of historical
facts  included  in this  Annual  Report,  including,  without  limitation,  the
statements under "Management's  Discussion and Analysis of Financial Condition,"
are forward- looking statements. Although the Company believes that expectations
reflected in such forward-  looking  statements are  reasonable,  it can give no
assurance that such expectations will prove to have been correct.

ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 146

     In June 2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 146,  "Accounting for
Costs  Associated  with Exit or  Disposal  Activities".  SFAS No. 146  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("ETIF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to  Exit an  Activity".  SFAS  No.  146  requires  that a  liability  for a cost
associated with an exit or disposal activity be recognized



                                      -15-
<PAGE>


when the liability is incurred.  This Statement also established that fair value
is the objective for initial  measurement  of the  liability.  The provisions of
SFAS No. 146 are  effective for exit or disposal  activities  that are initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
impact on the consolidated financial statements.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

            These consolidated condensed financial statements have been prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization of assets and  satisfaction of liabilities in the normal course
of business.

            As of June 30, 2003,  the Company had a working  capital  deficit of
approximately $44,278,000 compared to a working capital deficit of approximately
$35,243,000  at December 31, 2002. The increase in the working  capital  deficit
was  primarily  due  to  the  reclassification  of  the  $7,500,000  of KC  Aris
Debentures  from  long-term debt into current  liabilities  since they mature in
February  2004.  In  addition,  the  Company's  working  capital was  negatively
impacted  by its loss in the first half of fiscal  2003.  During the  six-months
ended June 30,  2003,  the Company  financed  its working  capital  requirements
principally  through  licensing  revenue  from Adamson and the  Company's  other
licensees.
            In April 2002,  the Company  terminated  its license  agreement with
Grupo and shortly thereafter Grupo filed for bankruptcy protection under Chapter
XI of the  Bankruptcy  Code.  On April 25,  2002,  Judge E. Robles of the United
States  Bankruptcy  Court,  Central  District  of  California,   terminated  the
Trademark License Agreement and ordered Grupo to immediately discontinue all use
of trademark bearing XOXO(R) , Baby Phat(R), Brooks Brothers Golf(R), Fragile(R)
and Members Only(R). Following the effectiveness of the termination of the Grupo
Agreement,   the  Company  reached  an  agreement  with  Adamson  Apparel,  Inc.
("Adamson"),  where the majority  stockholder is the Company's  chief  executive
officer,  to license from the Company and its subsidiaries the XOXO(R),  Members
Only(R) and Baby Phat(R)  trademarks that had been previously  licensed by Grupo
(Note 4). The royalty due from Adamson is based on a percentage of net sales.

            On  January  18,  2002,  the  Company  entered  into  a  forbearance
agreement  with CIT as agent  for the  lenders  under  the  Company's  Financing
Agreement.  Under the terms of the forbearance agreement the following occurred:
(i) the Company  received  $3,000,000 from Grupo of which $2,500,000 was applied
against the  revolving  line of credit and the  remaining  $500,000  was applied
against the term loan,  (ii) the  Company was  required to reduce the balance of
the  revolving  credit  facility and certain  other amounts due the lenders on a
monthly basis through July 31, 2002 at which time the balances were to be repaid
in full. If the outstanding balance of the revolving credit facility and certain
other  amounts  due the  lenders at the end of any month  exceeds  the  required
monthly ending balance, as defined in the forbearance agreement, the Company has
fifteen  days to cure the excess  principal  before its lenders will take action
against the  Company,  (iii) the Company was  required to make  installments  of
$500,000  on  April 1 and  July 1,  2002 and the  remaining  balance  was due on
October 31, 2002 and (iv) the Company's chief executive officer agreed to extend
the $3,000,000 personal guaranty to remain in effect until all obligations under
the  forbearance  agreement are paid in full. The Company did not make the April
1, 2002,  term loan payment.  The Company and CIT negotiated an amendment of the
forbearance  agreement to extend the payout period for the  Company's  revolving
line of credit  and term  loan.  In  conjunction  with  these  negotiations  the
Company,



                                      -16-
<PAGE>


on May 10,  2002,  paid the  $500,000  quarterly  term  loan  payment  which was
originally due on April 1, 2002. In addition, the Company verbally agreed to pay
the lenders  $200,000 at the end of each month to reduce its  revolving  line of
credit  balance.  The  balance  due  under  the  revolving  line of credit as of
December 31, 2002 was $456,000.  The Company also made its term loan payments in
the amount of  $500,000,  due July 1 and October 1, 2002.  The balance due under
the Company's term loan after these payments was $4,000,000. On November 6, 2002
the Company received an additional extension of the forbearance. Under the terms
of the  extension  the  Company  has  agreed to: (i)  continue  to make  monthly
payments of $200,000  against its revolving line of credit,  (ii) make principal
payments of $500,000 against its term loan on January,  April and July 1 of 2003
with the remaining  balance due July 31, 2003 and (iii) continue to make monthly
payments against certain other amounts due the lenders.  As of June 30, 2003 the
Company's  outstanding  obligations to CIT included  approximately $84,000 under
its revolving line of credit and $4,000,000 in principal under its term loan.

            The obligations under the Financing  Agreement are collateralized by
substantially all of the assets of the Company. The Financing Agreement contains
various financial and other covenants and conditions, including, but not limited
to,  limitations  on  paying  dividends,   making   acquisitions  and  incurring
additional indebtedness.

            The Company was not in compliance,  as of June 30, 2003 and December
31, 2002, with certain covenants contained in its loan agreements. The Company's
lenders,   under  the  January  18,  2002  and  February  25,  2003  forbearance
agreements,  have indicated  that they have no current  intention to take action
with respect to such non-compliance but have not waived the covenant violations.

            The Company's chief executive  officer has personally  guaranteed $3
million  of  indebtedness  outstanding  under  the  Financing  Agreement.   This
guaranty,  which  initially was to expire on December 6, 2000,  will expire upon
re-payment of the Company's obligations to CIT.

            In June 2000, First A.H.S. Acquisition Corp. ("AHS") a company owned
by the Company's chief executive officer, entered into an agreement (the "Letter
of  Credit  Agreement")  with  the  Company's  principal  commercial  lender  to
facilitate  the opening of up to  $17,500,000 in letters of credit for inventory
for the Company. Pursuant to the Letter of Credit Agreement, the chief executive
officer  entered  into  a  guaranty  agreement  limited  to  $7,000,000  of  the
reimbursement of AHS' obligations  under the Letter of Credit  Agreement.  As of
June 30, 2003, the Company owes AHS $7,090,000.

          In February  2001,  the Company  entered  into a  Securities  Purchase
Agreement with KC Aris Fund I, L.P.  ("KC") pursuant to which the Company was to
issue Convertible Debentures in the aggregate sum of $10,000,000. The Debentures
mature in three years, bear interest at 8.5% per annum,  payable quarterly,  and
are  convertible  into shares of common stock at the rate of $.46 per share.  KC
only purchased  $7,500,000 of Debentures,  convertible into 16,304,347 shares of
Common  Stock.  The  Company  used the  proceeds  to pay down a  portion  of the
borrowings under its revolving  credit facility.  On August 5, 2002 KC, sent the
Company a notice of default  arising from the Company's  failure to pay interest
in the amount of approximately $321,000 that was due on January 31 and April 30,
2002.  On September 3, 2002,  the Company  reached an agreement  with KC and the
default was rescinded. The Company agreed to pay KC $50,000 every three weeks



                                      -17-
<PAGE>


starting  on  September  3, 2002 and  continuing  until all  interest  due KC is
brought up to date under the terms of the  Debentures.  As of June 30,  2003 the
Company owed KC  approximately  $325,000 in accrued  interest in addition to the
$7,500,000 in principal which are included in current liabilities.

          The Company's  indebtedness  consists,  in part, 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  $5,642,000  in
principal,  as of March 31, 2003.  On October 31, 2002,  the Company  received a
forbearance on the principal balance of BNY's Note,  $5,642,000,  until December
2, 2002.  On January  31,  2003,  BNY agreed to defer  payment on the note until
February  28,  2003  (the  "Deferral  Date").  The  Company  has  continued  its
negotiations  with BNY. As of June 30,  2003 the Company was  indebted to BNY in
the amount of approximately $5,810,000 including accrued interest.

          On May 7, 2003,  the Company  signed a definitive  trademark  purchase
agreement with Global Brand Holdings,  LLC ("Global")  providing for the sale of
the trade name and service  mark  XOXO(R) and the  trademarks  XOXO(R),  XOXO IN
AMERICA AND ABROAD(R),  LOLA(R) and FRAGILE(R) along with certain related assets
and accompanying  goodwill for a total sum of $43 million in cash (Note 13). The
trademark  purchase  agreement was approved by the Company's  board of directors
and the board of  managers  of  Global.  The  transaction  was  approved  by the
Company's  shareholders at a special  meeting held on Monday,  June 30, 2003. On
July 2, 2003,  the Company had  completed the sale of the trade name and service
mark.  The Company  received  $43 million in cash at closing of which $2 million
was  set  aside  in one  escrow  account  and $1  million  was set  aside  in an
additional  escrow account,  to secure certain post- closing  obligations of the
Company.

          The  Company  will  record  a  non-cash  book  gain  of  approximately
$20,000,000  in the third  quarter of 2003 as a result of the  trademark  assets
sale.

          As a  result  of the  trademark  assets  sale,  the  Company  repaid a
substantial  portion of its  existing  indebtedness  and  intends to finance its
remaining  operations  through (i) continued  negotiated  settlements with trade
creditors, (ii) substantially reducing its overhead and (iii) royalties from its
remaining trademarks and license.

          There  can be no  assurance  that the  timing of cash  receipts  to be
realized  from  working  capital  and  operations  will  be  sufficient  to meet
obligations as they become due. These factors raise  substantial doubt about the
Company's  ability to continue as a going concern.  The  consolidated  condensed
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

RESULTS OF OPERATIONS

          The Company  reported  net losses of $647,000 and  $1,926,000  for the
three and  six-month  periods  ended  June 30,  2003  compared  to net losses of
$2,690,000  and  $8,348,000  for the three and six-month  periods ended June 30,
2002.

          During the  three-months  ended June 30, 2003,  the Company's loss was
primarily  attributable  to continuing  soft retail  environment  which affected
sales at Adamson and negatively impacted the



                                      -18-
<PAGE>


Company's  royalty revenue along with legal expenses incurred in connection with
ongoing  legal  proceedings  to  which  the  Company  is  a  party.  During  the
three-months ended June 30, 2002, the Company's loss was largely attributable to
the default by Grupo under its license agreement.  As a result of the default by
Grupo,  the  Company did not  receive  any  license  royalties  due in April and
incurred $803,000 in charges that were Grupo's direct  obligation.  In addition,
the Company was required to record a non-cash charge in the amount of $1,300,000
relating to the commitment to issue  10,000,000  shares of the Company's  common
stock to an unrelated third party as consideration  for him making an investment
in Adamson.  The  management of the Company  believes that this was vital to the
success of Aris.  This was offset by a recovery of $895,000  under a  settlement
agreement  with the landlord of the  Company's  premises at 1411 Broadway in New
York.

          During the  six-months  ended June 30, 2003,  the  Company's  loss was
attributable  to legal  expenses  incurred  in  connection  with  ongoing  legal
proceedings  to which  the  Company  is a party,  the  write-off  of  previously
recognized XOXO license  royalties and a soft retail  environment which affected
sales at Adamson and negatively  impacted the Company's royalty  revenue. During
the six-months ended June 30, 2002, the Company's loss was largely  attributable
to the default by Grupo of its license  agreement and the closing by the Company
of three retail store locations. As a result of the default by Grupo the Company
did not receive  approximately  $1,000,000  in license  royalties  and wrote off
approximately  $1,959,000  in  operating  expense  reimbursements  and  incurred
$803,000 in charges  that were  Grupo's  direct  obligation.  In  addition,  the
Company  recorded charges  aggregating  $2,257,000 in the first quarter of 2002,
consisting  of  an  accrual  of  approximately  $1,113,000  for  2002  rent,  an
additional   $292,000  of  lease   termination   costs   relating  to  the  2000
restructuring  reserve,  property and  equipment  write-downs  of  approximately
$440,000 and goodwill impairment charges of approximately  $412,000. The Company
was required to record a non-cash charge in the amount of $1,300,000 relating to
the commitment to issue  10,000,000  shares of the Company's  common stock to an
unrelated third party as consideration  for him making an investment in Adamson.
The  management  of the Company  believes  that this was vital to the success of
Aris.  This was  offset  by the  favorable  reversal  of a  previously  recorded
restructuring  reserve of  approximately  $895,000 under a settlement  agreement
with the landlord of the Company's  premises at 1411 Broadway in New York during
the three-months ended June 30, 2002.


REVENUES

Sales to Customers
------------------

          The  Company's  net sales to  customers  increased  from  $690,000 and
$1,687,000   during  the  three  and  six-month  period  ended  June  30,  2002,
respectively,  to  $1,433,000  and  $2,527,000  during  the three and  six-month
periods ended June 30, 2003,  respectively.  This increase was  attributable  to
increased  retail sales at the  Company's  internet  sales  operation due to the
inclusion of the Company's Baby Phat(R)  branded  products to the site. This was
offset by a decrease in sales at the  Company's  retail store  operations as the
result of the closing of three of the Company's  four retail stores in the first
quarter of 2002.

Royalty Income
--------------

          The Company's  royalty  income  increased from  $2,482,000  during the
three-months  ended June 30, 2002 to $2,602,000 for the three-months  ended June
30, 2003.  This increase was  attributable  to an overall  increase in royalties
from the Company's XOXO licenses as the result of a one time fee



                                      -19-
<PAGE>


paid by its  children's  wear  licensee as a buyout of their  license.  This was
offset by lower revenues  generated under the Company's  license  agreement with
Adamson.  In addition to a soft retail  environment,  Adamson  began closing out
sales of XOXO branded styles as a result of the trademarks asset purchase.  This
led to lower net sales and a  corresponding  reduction  in  royalties  which are
based on net sales.

          The Company's  royalty  income  increased from  $4,570,000  during the
six-months  ended June 30, 2002 to $4,718,000 for the six-months  ended June 30,
2003. This increase was  attributable  to an overall  increase in royalties from
the  Company's  XOXO  licenses  as the  result  of a one  time  fee  paid by its
children's wear licensee as a buyout of their license.  This was offset by lower
revenues  generated  under the Company's  license  agreement  with  Adamson.  In
addition to a soft retail  environment,  Adamson began closing out sales of XOXO
branded styles as a result of the trademarks  asset purchase.  This led to lower
net sales and a  corresponding  reduction  in  royalties  which are based on net
sales.  The Company also wrote-off  royalty  receivables in the first quarter of
2003 as the result of defaults by two XOXO licensees.

GROSS PROFIT

          Gross profit for the  three-months  ended June 30, 2003 was $3,604,000
or 89.3% of  revenues  compared  to  $2,849,000  or  89.8% of  revenues  for the
three-months  ended June 30, 2002.  Gross profit as a percentage of revenues for
the three-months ended June 30, 2003 was positively impacted by increased retail
sales at the  Company's  internet  site.  This  was  offset  by  lower  revenues
generated under the Company's license agreement with Adamson.

          Gross profit for the six-months  ended June 30, 2003 was $6,271,000 or
86.6% of revenues compared to $5,331,000 or 85.2% of revenues for the six-months
ended June 30, 2002. Gross profit as a percentage of revenues for the six-months
ended June 30, 2003 was  positively  impacted by  increased  retail sales at the
Company's  internet site. This was offset by lower revenues  generated under the
Company's  license  agreement  with  Adamson  and  the  write-off  of  royalties
receivable as the result of defaults by two of the Company's XOXO licensees.


 SELLING AND ADMINISTRATIVE EXPENSES

          Selling  and  Administrative  expenses  were  $3,840,000  or  95.2% of
revenues for the three-  months ended June 30, 2003 as compared to $5,899,000 or
186.0% of  revenues  for the  three-months  ended  June 30,  2002.  Selling  and
Administrative  expenses as a percentage of revenues for the three- months ended
June 30, 2002 were adversely  affected by the Grupo default.  As a result of the
default the Company was forced to incur operating  expenses that were previously
shared with Grupo while receiving no royalty  income.  The Company also incurred
$803,000 in charges  that were  Grupo's  direct  obligation.  In  addition,  the
Company  was  required to record a non-cash  charge in the amount of  $1,300,000
relating to the commitment to issue  10,000,000  shares of the Company's  common
stock to an unrelated  third party as  consideration  for an  investment  by the
third party in Adamson.

          Selling  and  Administrative  expenses  were  $7,322,000  or 116.8% of
revenue for the six- months  ended June 30, 2003 as compared to  $11,287,000  or
180.4%  of  revenue  for  the  six-months  ended  June  30,  2002.  Selling  and
Administrative  expenses as a  percentage  of revenue for the six- months  ended
June 30, 2003 continue to be negatively impacted by legal expenses incurred in



                                      -20-
<PAGE>


connection  with  the  Company's  defense  of  various  lawsuits.   Selling  and
Administrative  expenses as a percentage  of revenues for the  six-months  ended
June 30, 2002 have been adversely affected by the Grupo default.  As a result of
the  default  the  Company  was forced to write off  receivables  from Grupo for
shared  operating  expenses and  incurred  $803,000 in charges that were Grupo's
direct obligation.  In addition, the Company was liable for excess royalties due
under the Baby Phat license for 2001 which Grupo failed to pay. The total charge
to the Company for these items was approximately $2,803,000 which, when combined
with  a  $1,000,000  shortfall  in  minimum  royalty  income,  resulted  in  the
percentage of selling and  administrative  expenses to revenue being  abnormally
high. The Company also was required to record a non-cash charge in the amount of
$1,300,000  relating  to  the  commitment  to  issue  10,000,000  shares  of the
Company's  common  stock to an  unrelated  third party as  consideration  for an
investment by the third party in Adamson.

IMPAIRMENT OF LONG-LIVED ASSETS

          The Company reviews  long-lived assets for impairment  whenever events
or changes in business  circumstances  indicate that the carrying  amount of the
assets may not be fully recoverable. The Company evaluates the carrying value of
its  long-lived  assets in  relation  to the  operating  performance  and future
undiscounted  cash flows of the underlying assets when indications of impairment
are present.  If an impairment is  determined to exist,  any related  impairment
loss is calculated  based on fair value.  During the six-month period ended June
30, 2002,  the Company  recorded an  impairment  charge of $853,000  relating to
property and equipment and goodwill associated with its retail store operations.
The Company closed three of its four retail stores during the three-months ended
March 31, 2002,  and  recorded  the  impairment  charge in  connection  with the
closing.

RESTRUCTURING AND OTHER COSTS

          The Company  closed three of its four full price XOXO retail stores in
the  first  quarter  of  fiscal  2002.  As  a  result,   the  Company   recorded
restructuring  charges  aggregating  $1,404,000  in the first  quarter  of 2002,
consisting  of  an  accrual  of  approximately  $1,113,000  for  2002  rent  and
additional   $291,000  of  lease   termination   costs   relating  to  the  2000
restructuring reserve.

          In June of 2002,  the  Company  reached a  settlement  agreement  with
TrizecHahnSwig,  LLC ("Trizec"),  the landlord of the Company's premises at 1411
Broadway  in New York.  Under  the  terms of the  settlement  the  Company  paid
$550,000  to its former  landlord at 1411  Broadway  and was  released  from all
obligations  under its lease. As a result of this agreement the Company recorded
a  favorable   reversal  of  previously   recorded   restructuring   reserve  of
approximately $895,000

INTEREST EXPENSE

          Interest expense for the three-months ended June 30, 2003 was $408,000
as compared to $533,000 for the three-months  ended June 30, 2002. This decrease
was primarily  attributable to the continuing  reduction in borrowings under the
Company's financing agreement.

          Interest  expense for the six-months  ended June 30, 2003 was $869,000
as compared to $1,055,000 for the six-months  ended June 30, 2002. This decrease
was primarily  attributable to the continuing  reduction in borrowings under the
Company's financing agreement



                                      -21-
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


ITEM 4.  CONTROLS AND PROCEDURES

          At the end of the period covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  management,  including  the  Chief  Executive  Officer  and the Chief
Financial Officer, of the Company's  disclosure controls and procedures pursuant
to Exchange Act Rule 13a-15(e).  Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures are effective.  During the second quarter of 2003, there
were no changes in the Company's internal control over financial  reporting that
have materially  affected,  or are reasonably likely to materially  affect,  the
Company's internal control over financial reporting.


                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

          The  Company,  in the  ordinary  course of its  business,  is party to
various  legal  actions  the outcome of which the  Company  believes  may have a
material  adverse effect on its consolidated  financial  position and results of
operations.  Several of these actions stem from Grupo incurring  expenses in the
Company's  name.  Although the Company did not  authorize  these  expenses,  the
Company  mat be subject to  liability  for them.  Because of Grupo's  bankruptcy
filing,  it is unlikely  that the  Company  will be able to recover any of these
amount from Grupo.  In addition,  the following  updates  information  regarding
certain litigation to which the Company is subject:

      FASHION WORLD-SANTA V. LOLA, INC.:
      On February  11,  2002,  Fashion  World-Santa  filed an unlawful  detainer
      action against Lola, Inc. ("Lola") in the Los Angeles Superior Court. That
      action sought to evict Lola,  on grounds of non- payment of rent,  from an
      XOXO retail store located in Beverly Hills, California. Lola is a party to
      a  five-year  lease for that store,  and that lease does not expire  until
      April 2006.  XOXO  Clothing  Company,  Inc.  responded to the complaint as
      successor in interest to Lola, Inc.,  denying the material  allegations of
      the complaint,  and asserting other affirmative  defenses. On February 27,
      2002, XOXO vacated the property and returned possession of the premises to
      the  plaintiff.  The matter is now set for trial on  October 3, 2003,  and
      XOXO intends to contest the amount of the plaintiff's  alleged damages and
      the extent to which,  if at all, the  plaintiff  has satisfied its duty to
      mitigate its damages.  On October 15, 2002, XOXO made a written settlement
      offer in the amount of $400,002.99  but the plaintiff  rejected the offer.
      Under  the  terms  of the  lease,  XOXO  may  potentially  be  liable  for
      approximately  $1.8 million in rent, plus all of the plaintiff's  attorney
      fees and other  litigation  expenses.  The Company believe that the figure
      should be substantially reduced as a result of the plaintiff's  obligation
      to mitigate its damages.

      CHRISTI WILSON V. ARIS:
      On July 31, 2002,  Christi Wilson,  a former employee of the Company filed
      suit in the  Supreme  Court of the State of New York,  County of New York,
      claiming  that her  commission  agreement  was  breached  by the  Company.
      Ms.Wilson is seeking  $900,000 in damages,  representing  commissions  due
      under the agreement, and an unstated amount of alleged damages regarding a



                                      -22-
<PAGE>


      claim of slander.  The material  allegations  of the  complaint  have been
      denied and the Company has filed  counterclaims  for  $2,000,000  alleging
      breach of contract,  breach of duty of good faith and fair dealing, breach
      of fiduciary duty, theft of trade secrets and tortious  interference  with
      prospective  economic advantage.  Discovery in this matter is ongoing. Ms.
      Wilson  subsequently has filed a motion to amend her claim to increase the
      amount. This motion is pending before the court.

      CORONET GROUP, INC. V. EUROPE CRAFT IMPORTS, INC.:
      Coronet has sued Europe Craft Imports, Inc., a wholly-owned  subsidiary of
      the Company,  in the Supreme Court of the State of New York, County of New
      York,  claiming that Europe Craft breached a license agreement as Licensor
      of the Members Only trademark to Coronet, and seeking damages in excess of
      $1,000,000.  Europe Craft has  counter-claimed for unpaid future royalties
      under the agreement and intends to vigorously  dispute  Coronet's  claims.
      This matter has been settled with no payment due by either party.

      CAMPERS WORLD  INTERNATIONAL,  INC. V. PERRY ELLIS  INTERNATIONAL AND ARIS
      INDUSTRIES,  INC.:
      Campers World instituted an action in the United States District Court for
      the  Southern  District of New York in January  2002  against  Perry Ellis
      International,  Inc. ("PEI") and the Company.  The complaint  alleges that
      Campers World purchased approximately 460,000 pairs of PEI jeans from Aris
      for approximately  $4,600,000 and subsequently sold those jeans to Costco.
      PEI thereafter informed Costco that the sale by Campers World to it was an
      unauthorized  use of PEI's  trademarks and that Aris was not authorized to
      sell the jeans to Campers  World or to permit it to allow Campers World to
      sell jeans to Costco. Campers World seeks return of the purchase price and
      other damages from Aris. PEI has also asserted a cross-claim  against Aris
      and its  subsidiaries  and the Company's chief executive  officer alleging
      that Aris violated various license agreements  regarding PEI's trademarks.
      Aris has  answered  the  Campers  World  complaint  denying  the  material
      allegations.  In particular,  Aris denies that it made the sale to Campers
      World  that is the  subject  of its  complaint.  Aris has also  denied the
      material allegations of PEI's cross- claim, and filed a motion for summary
      judgement to dismiss the  trademark  infringement  claims  brought by PEI.
      That motion was recently  denied.  Aris intends to  vigorously  defend the
      claims and cross-claims.

      MELVILLE  REALTY  COMPANY,  INC.V XOXO,  EUROPE CRAFT IMPORTS AND ARIS, AS
      SUCCESSOR TO LOLA INC.
      Melville  instituted  an action in the  Supreme  Court of the State of New
      York, County of New York claiming that the Company is liable on an alleged
      guaranty by Lola, Inc. on rent obligations of 8-3 Retailing Inc.  ("8-3"),
      a subsidiary  of Aris,  pertaining  to a sublease of a retail store at 732
      Broadway,  New York, New York. This action does not allege an acceleration
      of rent obligations.  This action seeks compensatory  damages of $391,964,
      along  with sums "to become due  pursuant  to the terms of the  Sublease".
      This litigation is being vigorously defended.

      426 WEST BROADWAY  ASSOCIATES,  L.P. V ARIS,  8-3,  XOXO,  8-3 D/B/A XOXO,
      LOLA,  INC., XOXO OUTLETS INC., 8-3 A/K/A 8-3 RETAIL INC. A/K/A XOXO, ECI,
      XOXO CLOTHING COMPANY, IN.
      426 West Broadway Associates  instituted an action in the Supreme Court of
      the  State of New York,  County of New York  claiming  rent  arrears  on a
      retail store located at 426 West Broadway, New York, New York. This action
      seeks  compensatory  damages in the sum of  $177,127  with  interest  from
      2/1/02,  and compensatory  damages on a claim of  "anticipatory  breach of
      lease  agreement"  (however,  this is  alleged  in  lieu  of a  claim  for
      accelerated  rent,  which the lease does not  contain or provide  for as a
      remedy). This litigation is being vigorously defended



                                      -23-
<PAGE>


      BEK  TEKSTIL  has  sued  Aris  and  its  subsidiaries  allegedly  for  the
      nonpayment of certain  merchandise that it claims Aris wrongfully  refused
      to accept and/or pay for. The Company  intends to defend the action on the
      grounds that it has no evidence of having received the merchandise.

      HITCH & TRAIL, INC. ET AL. have commenced an action against the Company in
      the State Supreme Court for the County of New York, all of which have been
      consolidated,   seeking  an  aggregate  of   approximately   $250,000  for
      merchandise  allegedly  delivered  to the Company and for  commissions  in
      connection  therewith.  The  Company  intends  to defend the action on the
      grounds  that it has no evidence of having  received  the  merchandise  in
      question.

      NORWOOD  COLLECTION  L.P.  has  commenced  an action  against  the Company
      seeking  approximately $92,000 it allegedly forwarded to the Company as an
      advance payment for Brooks Brothers Golf merchandise. The Company contends
      that Grupo Xtra of New York,  Inc. sold the goods  directly to Norwood and
      deposited  such check  without  producing the goods at issue or delivering
      them to Norwood. The Company intends to defend the claims on that basis.

      SANDY ALEXANDER INC. has commenced an action in the United States District
      Court for the  District  of New  Jersey,  as  Assignor  of claims by Media
      Options for approximately $200,000 (including interest and late penalties)
      that  it  claims  is  owed  by  XOXO.   The  Company   acknowledges   that
      approximately  $41,000 may be due, but  disputes the balance.  This matter
      has been  settled.  Aris has  agreed  to pay  $40,000  in  twelve  monthly
      installments of $3,333.

      GARSON INTERNATIONAL: The Company filed a complaint against Garson for its
      failure to pay approximately $95,000 due under an amendment to the license
      agreement.  Garson has filed a counter-claim  against the Company alleging
      that the Company interfered with its rights under a license agreement. The
      Company  believes  that  Garson's  counter-claim  is without merit and was
      interposed solely for the purpose of fostering a settlement.

      CORPORACION  FABRIL has  commenced  an action  against  the Company in the
      United States District Court for the Southern District of New York seeking
      $146,431.50  for the delivery of merchandise it claims the Company did not
      pay for. The Company intends to defend the action on the basis that it has
      no evidence of having received the goods in question.

      MARTINEZ  & SONS:  Martinez & Sons was a  contractor  with whom XOXO did a
      substantial amount of sewing. Martinez & Sons went bankrupt, and therefore
      failed to pay employees. In December of 2000, XOXO settled with the DOL on
      behalf of 23 employees. XOXO paid $17,433.44 to settle these claims. Other
      employees sued, and XOXO settled that case in the amount of $62,000.  Some
      of the claimants of the DOL  settlement,  as well as two other  employees,
      filed a complaint with the DLSE for unpaid wages totaling $22,318.62. They
      asserted  that they had not been paid any wages and claimed that they were
      owed more money than paid in  settlement  with the DOL.  The Company is in
      the process of investigating these matters.  The Company received a demand
      letter from a law firm claiming to represent some of the same  individuals
      involved in the Martinez & Sons DOL settlement and the DLSE investigation.
      The attorney representing these 16 former employees have demanded $660,000
      from XOXO. The attorney for these  individuals has stated that he may file
      a claim under  Business and  Professions  Code 17200 ET SEQ.  This statute
      allows  individuals to sue for unfair  business  practices,  and penalties
      include  treble  damages.  It is too  premature  at this  time  to  assess
      liability in this matter.

      Europe Craft Imports,  Inc. vs. Corporate Realty Income Fund I, LP and 475
      Fifth Avenue Limited Partnership.

      Europe Craft Imports  commenced  legal action during July 2003 against the
      defendant  in the  Supreme  Court of the State of New York,  County of New
      York, in which Europe Craft Imports seeks declaratory  relief claiming all
      or a portion of a New York City  commercial  lease has been  rescinded  or
      terminated  by the acts or omissions by  defendants  action.  Europe Craft
      Imports also seeks monetary damages.

                                      -24-
<PAGE>


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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

      A special meeting of Stockholders was held on June 30, 2003.  Stockholders
      approved the sale of certain trademark assets including the trade name and
      service  mark  XOXO(R)  and the  trademarks  XOXO(R),  XOXO IN AMERICA AND
      ABROAD(R),  LOLA(R)and  FRAGILE(R)  along with certain  related assets and
      accompanying goodwill in accordance with the Trademark Purchase Agreement,
      dated as of May 7, 2003, among Aris,  Global Brand Holdings,  LLC, Stanley
      Cayre and Eli Hamway.


ITEM 5.  OTHER INFORMATION

None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Form 8K filed May 8, 2003 - Trademark Purchase Agreement









                                      -25-
<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 13, 2003                  By /s/ Paul Spector
                                          -------------------------------
                                          Paul Spector
                                          Chief Financial Officer / Treasurer










                                      -26-
<PAGE>


   (c) INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                      Filed as Indicated
                                                                      Exhibit to Document
                                                                         Referenced in
Exhibit No.                      Description                             Footnote No.
-----------                      -----------                          -------------------
<S>           <C>                                                             <C>
    3.3       Restated Certificate of Incorporation filed on June              (3)
              30, 1993
    3.4       Amended and Restated By-Laws effective June 30,                  (3)
              1993
    3.5       Amendment to the Restated Certificate of                        (20)
              Incorporation filed with the Secretary of State on
              July 29, 1999
    3.6       Amendment to the Restated Certificate of                        (21)
              Incorporation filed with the Secretary of State in
              January 2001
   10.67      Series A Junior Secured Note Agreement dated as of               (3)
              June 30, 1993 between Registrant and BNY
              Financial Corporation.
   10.68      Series A Junior Secured Note dated as of June 30,                (3)
              1993 issued by Registrant to BNY Financial
              Corporation.
   10.72      Secondary Pledge Agreement dated as of June 30,                  (3)
              1993 between Registrant, BNY Financial
              Corporation and AIF II, L.P.
   10.81      Form of Indemnification Agreement dated as of June               (3)
              30, 1993 between Registrant and each member of
              Registrant's Board of Directors.
   10.99      Warrant dated September 30, 1996 issued by Aris                 (10)
              Industries, Inc. to Heller Financial, Inc.
  10.111      Securities Purchase 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 Arnold Simon.
  10.112      Shareholders Agreement, dated as of February 26,                (17)
              1999, between Aris Industries, Inc., Apollo Aris
              Partners, L.P., AIF, L.P., The Simon Group, L.L.C.
              and Charles S. Ramat.
</TABLE>



                                      -27-
<PAGE>


<TABLE>
<CAPTION>
                                                                      Filed as Indicated
                                                                      Exhibit to Document
                                                                         Referenced in
Exhibit No.                      Description                             Footnote No.
-----------                      -----------                          -------------------
<S>           <C>                                                             <C>
  10.113      Equity Registration Rights Agreement, dated as of               (17)
              February 26, 1999, between Aris Industries, Inc.,
              Apollo Aris Partners, L.P., AIF, L.P., The Simon
              Group, L.L.C. and Charles S. Ramat.
  10.115      Financing Agreement dated February 26, 1999 by                  (18)
              and among the Company and its Subsidiaries and
              CIT Commercial Group, Inc. and the other Financial
              Industries named therein.
  10.118      Employment Agreement by and among the                           (19)
              Registrant, Europe Craft Imports, Inc., ECI
              Sportswear, Inc., XOXO and Gregg Fiene, dated
              August 10, 1999.
  10.119      Employment Agreement by and among the                           (19)
              Registrant, ECI, ECI Sportswear, Inc., XOXO and
              Gregg Fiene, dated August 10, 1999.
  10.120      Shareholders' Agreement by and among the                        (19)
              Registrant, The Simon Group, LLC, Gregg Fiene, Michele
              Bohbot and Lynne Hanson, dated August 10, 1999.
  10.121      Amendment No. 2 to Financing Agreement by and                   (19)
              among Aris Industries, Inc., Europe Craft Imports,
              Inc., ECI Sportswear, Inc., Stetson Clothing
              Company, Inc., XOXO; the Financial Institutions
              from time to time party to the Financing Agreement,
              as Lenders; and The CIT Group/Commercial
              Services, Inc. as Agent, dated
              August 10, 1999.
  10.122      Amended and Restated 1993 Stock Option Plan                     (16)
  10.123      Employment Agreement with Steven Feiner                         (21)
  10.125      Agreement between the Company and certain of its                (21)
              subsidiaries and Grupo Xtra dated January, 2001
  10.126      Form Securities Purchase Agreement Dated as of                  (21)
              February, 2001 between the Company and KC Aris
              Fund I, L.P.
  10.127      Trademark License Agreement Adamson Apparel,                    (22)
              Inc.
  10.128      Trademark Purchase Agreement                                    (23)
    21        List of Subsidiaries                                            (21)
</TABLE>



                                      -28-
<PAGE>


<TABLE>
<CAPTION>
                                                                      Filed as Indicated
                                                                      Exhibit to Document
                                                                         Referenced in
Exhibit No.                      Description                             Footnote No.
-----------                      -----------                          -------------------
<S>           <C>                                                             <C>
   31.1       Certification of Chief Executive Officer pursuant to            (24)
              Section 302 of the Sarbanes/Oxley Act of 2002
   31.2       Certification of Chief Financial Officer pursuant to            (24)
              Section 302 of the Sarbanes/Oxley Act of 2002
    32        Certification under Section 906 of  the                         (24)
              Sarbanes/Oxley Act
</TABLE>

----------------
(1)           Omitted

(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)-(9)       Omitted.

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

(11)          Omitted.
(13)          Omitted
(14)          Omitted
(15)          Omitted

(16)          Filed as Annex A to the Company's  Proxy  Statement filed with the
              Commission on May 27, 1999, and incorporated herein by reference.

(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 Exhibit  10.115 to the  Annual  Report on Form 10-K filed
              with the  Commission  on or about April 13, 1999 and  incorporated
              herein by reference.

(19)          Filed as Exhibit to the Report on Form 8-K dated August 24, 1999.

(20)          Omitted.

(21)          Filed as  Exhibit  to Annual  Report on Form 10-K  filed  with the
              Commission on April 15, 2002.

(22)          Filed as an Exhibit to Form 10Q for the  Quarter  Ended  September
              30, 2002

(23)          Filed as an Exhibit to Form 8K filed May 8, 2003




                                      -29-
<PAGE>


(24)          Filed herewith

-----------
*     The Schedules and Exhibits to such  Agreements  have not been filed by the
      Company,  who hereby  undertakes to file such  schedules and exhibits upon
      request of the Commission.











                                      -30-