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
September 30, 1999


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


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



                     1411 Broadway, New York, New York 10018
               (Address of principal executive offices) (Zip Code)


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

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15 of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                              YES  _X_           NO ___

Number of shares of Common Stock outstanding                          79,237,234
As of November 11, 1999


<PAGE>



                              ARIS INDUSTRIES, INC.

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

         Item 1.  Financial Statements

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

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

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

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

                  d.       Notes to Consolidated Condensed Financial
                           Statements                                          7

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                  14

         Item 3.  Quantitative and Qualitative Disclosures
                           About Market Risk                                  21

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                           21

         Item 2.  Changes in Securities                                       21

         Item 3.  Defaults upon Senior Securities                             22

         Item 4.  Submission of Matters to a Vote of
                  Security Holders                                            22

         Item 5.  Other Information                                           22

         Item 6.  Exhibits and Reports on Form 8-K                            22

SIGNATURES                                                                    23



<PAGE>



                              ARIS INDUSTRIES, INC.
                                AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE  SHEETS

<TABLE>
<CAPTION>
                                                                           September 30,
                                                                               1999         December 31,
ASSETS                                                                     (Unaudited)         1998
                                                                          -------------    -------------
<S>                                                                       <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents                                              $     766,000    $   1,112,000
   Receivables, net                                                          60,179,000       29,905,000
   Inventories                                                               30,349,000       26,371,000
   Prepaid expenses and other current assets                                  3,224,000        1,753,000
                                                                          -------------    -------------

               Total current assets                                          94,518,000       59,141,000

PROPERTY, PLANT AND EQUIPMENT, NET                                           10,123,000        1,094,000

GOODWILL                                                                     34,198,000       19,325,000

OTHER ASSETS                                                                  2,275,000        2,095,000
                                                                          -------------    -------------

               TOTAL ASSETS                                               $ 141,114,000    $  81,655,000
                                                                          =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Trade acceptances payable                                              $   1,120,000    $   5,178,000
   Accounts payable - trade                                                  11,286,000        1,512,000
   Accrued expenses and other current liabilities                             8,371,000        8,370,000
   Current portion of long term debt                                          2,853,000        1,083,000
   Line of credit payable                                                    55,053,000       33,900,000
                                                                          -------------    -------------
               Total current liabilities                                     78,683,000       50,043,000

OTHER LIABILITIES                                                             4,428,000        1,082,000

LONG TERM DEBT,  LESS CURRENT PORTION                                        15,442,000       16,438,000
                                                                          -------------    -------------

               Total Liabilities                                             98,553,000       67,563,000
                                                                          -------------    -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, $.01 par value: 100,000,000 shares authorized;
      79,081,188 issued and outstanding at September 30, 1999
     and 14,956,377 issued and outstanding at December 31, 1998                 791,000          151,000
   Preferred stock, $.01 par value: 10,000,000 shares authorized;
      none issued and outstanding at September 30, 1999,                             --               --
   Additional paid-in capital                                                80,153,000       44,757,000
   Unearned stock based compensation                                           (435,000)
   Accumulated deficit                                                      (37,948,000)     (30,816,000)
                                                                          -------------    -------------

               Total stockholders' equity                                    42,561,000       14,092,000
                                                                          -------------    -------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 141,114,000    $  81,655,000
                                                                          =============    =============
</TABLE>

See accompanying notes to consolidated condensed financial statements


                                      -3-
<PAGE>

                              ARIS INDUSTRIES, INC.
                                AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Nine             Nine
                                                     Months Ended     Months Ended
                                                    September 30,     September 30,
                                                        1999             1998
                                                    -------------    -------------
<S>                                                 <C>              <C>
NET SALES                                           $ 116,326,000    $  80,153,000
COST OF SALES                                         (84,440,000)     (58,770,000)
                                                    -------------    -------------
   Gross Profit                                        31,886,000       21,383,000
Commission and Licensing Income                         1,359,000          810,000
                                                    -------------    -------------


INCOME BEFORE OPERATING EXPENSES,
    INTEREST EXPENSE, INCOME TAX BENEFIT
    AND EXTRAORDINARY ITEM                             33,245,000       22,193,000


SELLING AND ADMINISTRATIVE EXPENSES                   (29,256,000)     (20,643,000)
START-UP COSTS OF NEW LICENSING OPERATIONS               (215,000)
RESTRUCTURING AND OTHER CHARGES                        (8,309,000)              --
                                                    -------------    -------------
(LOSS) INCOME BEFORE INTEREST EXPENSE, INCOME TAX
   BENEFIT AND EXTRAORDINARY ITEM                      (4,535,000)       1,550,000

INTEREST EXPENSE, NET                                  (2,734,000)      (3,590,000)
                                                    -------------    -------------

LOSS BEFORE INCOME TAX BENEFIT AND
   EXTRAORDINARY ITEM                                  (7,269,000)      (2,040,000)

INCOME TAX BENEFIT                                        137,000          101,000
                                                    -------------    -------------

LOSS BEFORE EXTRAORDINARY ITEM                         (7,132,000)      (1,939,000)

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

NET LOSS                                            ($  7,132,000)   ($  1,417,000)
                                                    =============    =============

PER SHARE DATA:
   Weighted average shares outstanding - Basic         47,168,340       14,907,573
   Weighted average shares outstanding - Diluted       47,168,340       14,907,573

Basic loss per share:
      Loss before extraordinary item                ($       0.15)   ($       0.13)
      Extraordinary item                                       --             0.04
                                                    -------------    -------------
Net loss                                            ($       0.15)   ($       0.09)
                                                    =============    =============

Diluted loss per share:
      Loss before extraordinary item                ($       0.15)   ($       0.13)
      Extraordinary item                                       --             0.04
                                                    -------------    -------------
Net loss                                            ($       0.15)   ($       0.09)
                                                    =============    =============
</TABLE>

See accompanying notes to consolidated condensed financial statements


                                      -4-
<PAGE>

                              ARIS INDUSTRIES, INC.
                                AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

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

NET SALES                                          $ 62,869,000    $ 42,808,000
COST OF SALES                                       (44,551,000)    (30,722,000)
                                                   ------------    ------------
   Gross Profit                                      18,318,000      12,086,000
Commission and Licensing Income                         823,000         332,000
                                                   ------------    ------------


INCOME BEFORE OPERATING EXPENSES,
    INTEREST EXPENSE AND INCOME TAX PROVISION        19,141,000      12,418,000


SELLING AND ADMINISTRATIVE EXPENSES                 (13,748,000)     (8,149,000)
START-UP COSTS OF NEW LICENSING OPERATIONS             (215,000)             --
RESTRUCTURING AND OTHER CHARGES                        (308,000)             --
                                                   ------------    ------------
INCOME BEFORE INTEREST EXPENSE AND
    INCOME TAX PROVISION                              4,870,000       4,269,000

INTEREST EXPENSE, NET                                (1,145,000)     (1,557,000)
                                                   ------------    ------------


INCOME BEFORE INCOME TAX PROVISION                    3,725,000       2,712,000

INCOME TAX PROVISION                                   (450,000)        (74,000)
                                                   ------------    ------------

NET INCOME                                         $  3,275,000    $  2,638,000
                                                   ============    ============

PER SHARE DATA:
   Weighted average shares outstanding - Basic       67,602,335      14,910,525
   Weighted average shares outstanding - Diluted     71,169,801      15,943,110

Income per share:

                                                   ------------    ------------
   Basic                                           $       0.05    $       0.18
                                                   ============    ============


                                                   ------------    ------------
   Diluted                                         $       0.05    $       0.17
                                                   ============    ============

See accompanying notes to consolidated condensed financial statements


                                      -5-
<PAGE>

                              ARIS INDUSTRIES, INC.
                                AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Nine            Nine
                                                                                     Months Ended    Months Ended
                                                                                     September 30,   September 30,
                                                                                         1999            1998
                                                                                     ------------    ------------
<S>                                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                                       ($ 7,132,000)   ($ 1,417,000)

       Adjustments to reconcile net loss to net cash used in operating
           activities:
                Depreciation and amortization                                           1,400,000       1,248,000
                Issuance of notes in lieu of interest                                     108,000         151,000
                Forgiveness of debt                                                           --         (522,000)
                Impairment of goodwill and other intangibles                            3,750,000
                Stock based compensation recognized                                        97,000
      Change in assets and liabilities, net of business acquired:
                Increase in receivables                                               (28,538,000)    (15,798,000)
                Decrease / (increase) in inventories                                    6,329,000     (19,736,000)
                (Increase) / decrease in prepaid expenses and other current assets     (1,140,000)        701,000
                (Increase) / decrease in other assets                                    (119,000)         12,000
                Decrease in trade acceptances payable                                  (4,058,000)     (2,442,000)
                Increase in accounts payable--trade                                       (21,000)        229,000
                Decrease in accrued expenses and other current liabilities             (4,798,000)     (2,018,000)
                Increase / (decrease) in other liabilities                                703,000        (179,000)
                                                                                     ------------    ------------
                               Net cash used in operating activities                  (33,419,000)    (39,771,000)
                                                                                     ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                                             (2,400,000)       (267,000)
      Payment for acquisition of Lola, Inc., net of
        cash acquired of $153,000                                                     (10,247,000)            --
                                                                                     ------------    ------------
                               Net cash used in investing activities                  (12,647,000)       (267,000)
                                                                                     ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from the issuance of common and preferred stock                         20,000,000             --
      Stock options exercised                                                             264,000             --
      Stock issuance cost paid                                                         (1,461,000)            --
      Proceeds from long term loan                                                     10,000,000             --
      Increase in deferred financing costs                                               (406,000)            --
      Repayment of long-term debt                                                      (4,583,000)     (1,302,000)
      Net proceeds/(repayments) on bank line of credit                                 21,153,000      40,795,000
      Book overdraft                                                                      753,000             --
                                                                                     ------------    ------------
                               Net cash provided by financing activities               45,720,000      39,493,000
                                                                                     ------------    ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                (346,000)       (545,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                          1,112,000       1,372,000
                                                                                     ------------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                             $    766,000    $    827,000
                                                                                     ============    ============
Supplemental schedule of non-cash investing and financing activities:
 The Company acquired the capital Stock of Lola, Inc., for $20,955,000. In
 conjunction with the acquisition liabilities were assumed as follows:
  Fair value of the assets acquired                                                  $ 36,984,000
  Cash paid for assets acquired                                                       (10,400,000)
  Issued 6,500,000 Common Shares valued at $1.50 per share                             (9,750,000)
  Granted options to purchase 1,150,000 shares of Common Stock                           (805,000)
                                                                                     ------------
                                         Liabilities assumed                         $ 16,029,000
                                                                                     ============

  Capital lease obligations incurred                                                 $  1,850,000
                                                                                     ============
  Exchange of Series B Secured Notes for Common Stock                                $  4,864,154
                                                                                     ============


</TABLE>


See accompanying notes to consolidated condensed financial statements


                                      -6-
<PAGE>

                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The  consolidated  condensed  financial  statements for the three and nine month
periods  ended  September  30, 1999 and  September  30, 1998 are  unaudited  and
reflect all adjustments  consisting of normal recurring  adjustments  except for
start up costs,  restructuring  and other charges (See Notes 5 & 6) which are in
the  opinion  of  management  necessary  for a fair  presentation  of  financial
position, operating results and cash flows for the period.

The  Consolidated  Condensed  Balance  Sheet as of December 31, 1998 was derived
from audited financial  statements but does not include all disclosures required
by generally  accepted  accounting  principles.  The  accompanying  consolidated
condensed financial  statements have been prepared in accordance with accounting
standards  appropriate  for interim  financial  statements and should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's  Annual Report on Form 10-K for the year ended  December 31, 1998. The
operating results for the three and nine months ended September 30, 1999 are not
necessarily indicative of the operating results for the year ending December 31,
1999.

2.   THE SIMON TRANSACTION

On February 26, 1999, the Company issued:  (i) 24,107,145 shares of Common Stock
of the Company and 2,093,790  shares of Series A Preferred  Stock of the Company
(which shares were converted into 20,937,900  shares of Common Stock on July 29,
1999), for $20,000,000 and (ii) redeemed the Series B Junior Secured Note (which
represented a total  indebtedness  of $10,658,000) in exchange for $4,000,000 in
cash and an aggregate of 5,892,856  shares of Common Stock and 512,113 shares of
Series A Preferred  Stock (which shares were converted into 5,121,130  shares of
Common  Stock  on  July  29,  1999),  (the  "Simon  Purchase  Transaction").  In
connection with the Simon Purchase Transaction,  the Company also issued 700,000
shares of Common  Stock to a third  party as a  condition  to its consent to the
transaction.  In addition, the Company paid approximately $1,451,000 in cash and
issued  250,000  shares of common stock to cover the costs  associated  with the
transaction.

3.   ACQUISITIONS

On August 10, 1999, the Company consummated the merger of Lola, Inc. ("Lola"), a
California corporation, with and into Europe Craft


                                      -7-
<PAGE>

Imports,  Inc. ("ECI"), a New Jersey corporation (the "Merger"),  that is wholly
owned by the Company, as reported on the Company's Form 8Ks' filed on August 10,
1999 and October 25, 1999.  Concurrently with the closing ECI contributed all of
the assets  formerly  owned by Lola to XOXO Clothing  Company,  Incorporated,  a
Delaware  corporation  ("XOXO")  that is wholly  owned by ECI.  Lola's  business
consists  principally  of the  manufacture  and  sale  of  women's  apparel  and
accessories principally under the "XOXO" name.

In connection with the Merger,  Company paid to Lola's shareholders  $10,000,000
in cash and issued  6,500,000  shares of the Company's  common stock,  valued at
$1.50 per share at the time of the acquisition,  and granted options to purchase
1,150,000  shares  of  the  Company's  common  stock  (valued  at  approximately
$805,000).   In  addition,  the  Company  incurred  acquisition  expenses  which
approximated $400,000. The Merger was accounted for under the purchase method of
accounting.  The  excess  of  Purchase  Price  over the  cost of the net  assets
acquired  amounted  to  $19,333,000  of  which  $790,000  was  allocated  to the
inventory  and the balance of  $18,543,000  to  goodwill.  The goodwill is being
amortized  over a twenty year useful life using the straight  line method.  From
the date of the  acquisition  the  operations  of XOXO have been included in the
consolidated  operations  of the  Company.  In  conjunction  with the merger the
Company  obtained a $10,000,000  term loan and increased its line of credit from
$65,000,000 to $80,000,000 with a financial institution.

The following unaudited pro forma consolidated condensed statement of operations
for the nine  months  ended  September  30,  1999 and  1998,  respectively,  are
presented as if the  acquisition of Lola, Inc. had been made at the beginning of
each period  presented.  The unaudited pro forma  information is not necessarily
indicative of either the results of operations  that would have occurred had the
purchase  been made during the periods  presented  or the future  results of the
combined operations.


                        Nine Months Ended     Nine Months Ended
                       September 30, 1999    September 30, 1998
                       ------------------    ------------------
Net sales                 $174,913,000          $139,616,000

Loss before income
 tax benefit                (7,751,000)           (1,932,000)

Net loss                    (7,626,000)           (1,910,000)

4.   DEBT

The  Company's  long-term  indebtedness  consists  of  its  obligations  to  BNY
Financial  Corporation  ("BNY")under  the Series A Junior Secured Note Agreement
dated  June  30,  1993,  pursuant  to  which  BNY is owed  $7,442,000  including
$1,042,000,  representing the quarterly interest payments that were deferred for
the period  February 1, 1996 through  January 31, 1998 by agreement  with BNY in
September 1997, plus interest at the rate of 7% per annum, with a final maturity
date of November 3, 2002.  The  principal of BNY's Note is payable on November 3
of each year as follows:

                    Year                               Amount

                    1999                         $       500,000
                    2000                                 600,000
                    2001                               1,100,000
                    2002                               5,242,000

BNY is also entitled to receive mandatory  prepayments based upon 50% of certain
"excess cash flows" of the Company as defined in the Company's  note  agreements
with BNY. The Company's  interest  payments to BNY scheduled for May 3, August 2
and November 1, 1999 and the Company's  principal payment scheduled for November
3, 1999 were paid in cash on their due dates.


                                      -8-
<PAGE>

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

In  connection  with the XOXO  transaction  (See  Note 3),  the  Company's  loan
agreement  was amended in August 1999 to increase the  revolving  credit line to
$80,000,000,  and to provide for a term loan of $10,000,000. The term loan bears
interest at prime plus one-half percent and is payable in quarterly installments
of $500,000,  plus interest,  commencing January 1, 2000, with a balloon payment
of $5,500,000 on February 26, 2002,  the maturity  date. The Company is required
to make certain mandatory  prepayments based upon "excess cash flows" as defined
in the amendment to the loan agreement.

5.   START-UP COSTS OF NEW LICENSING OPERATIONS

Commencing with the third quarter ended September 30, 1999 the Company  incurred
$215,000  of start-up  costs  relating to various  executed  license  agreements
without any related revenue.  These start-up costs consist of salaries,  samples
and related supplies directly attributable to the new licensed operations.  Such
cost will continue to be incurred through fiscal 1999 and 2000.

6.   RESTRUCTURING AND OTHER CHARGES

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



                                      -9-
<PAGE>

During the quarters  ended June 30, 1999 and  September  30,  1999,  the Company
incurred  charges of $1,850,000 and $308,000,  respectively,  in connection with
the  restructuring  of its  operations.  Additional  costs  are  expected  to be
incurred  through the  remainder of fiscal  1999.  The major  components  of the
restructuring  charges  relate to  severance  pay,  estimated  costs to exit and
sub-lease  certain  facilities  and  impairment  charges  related  to plant  and
equipment at the facilities to be vacated.

7.   INVENTORIES


                                      September 30, 1999     December 31, 1998
                                        (In Thousands)        (In Thousands)
Finished Goods                            $    24,034           $    26,371
Work-in process                                 2,653                   -0-
Raw materials                                   3,662                   -0-
                                          -----------           -----------
                                          $    30,349           $    26,371
                                          ===========           ===========


8.   INCOME TAXES

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

9.   PER SHARE DATA

The Company  computes  earnings per share in accordance  with the  provisions of
SFAS No. 128, Earnings per share. SFAS No. 128 requires the dual presentation of
basic and diluted earnings per share ("EPS"). Basic EPS excludes dilution and is
computed by dividing net income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted EPS reflects
the potential  dilution that could occur if stock options or other  contracts to
issue common stock were  exercised  and resulted in the issuance of common stock
that then shared in the earnings of the Company.  Diluted EPS is computed  using
the treasury stock method when the effect of common stock  equivalents  would be
dilutive.



                                      -10-
<PAGE>

--------------------------------------------------------------------------------
                                          Income          Shares          Per-
                                        (Numerator)     (Denominator)     Share
                                                                         Amount
--------------------------------------------------------------------------------
Nine Months Ended 9/30/99
Basic EPS
Loss before extraordinary
item ............................       $(7,132,000)      47,163,508     $(0.15)
Effect of Dilutive Securities
Stock Options                                  --               --
Warrants                                       --               --
                                        -----------       ----------
Diluted EPS
Loss before extraordinary
item ............................       $(7,132,000)      47,163,508     $(0.15)

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

Nine Months Ended 9/30/98
Basic EPS
loss before extraordinary
item ............................       $(1,939,000)      14,907,573     $(0.13)
Effect of Dilutive Securities
Stock Options                                  --               --
Warrants                                       --               --
                                        -----------       ----------

Diluted EPS
Loss before extraordinary
item ............................       $(1,939,000)      14,907,573     $(0.13)
--------------------------------------------------------------------------------

Options and warrants to purchase  9,832,611 and 2,289,345 shares of Common Stock
were outstanding as of September 30, 1999 and September 30, 1998,  respectively,
but were not included in the  computation of diluted  earnings per share because
the effect would be anti-dilutive.



                                      -11-
<PAGE>

--------------------------------------------------------------------------------
                                          Income          Shares          Per-
                                        (Numerator)     (Denominator)     Share
                                                                         Amount
--------------------------------------------------------------------------------
Three Months Ended
9/30/99
Basic EPS
Net income                                 $3,275,000      67,588,259      $0.05
Effect of Dilutive Securities
Stock Options                                    --         2,985,765
Warrants                                         --           581,701
                                           ----------      ----------
Diluted EPS
Net income                                 $3,275,000      71,155,725      $0.05

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

Three Months Ended
9/30/98
Basic EPS
Net income                                 $2,683,000      14,910,525      $0.18

Effect of Dilutive Securities
Stock Options                                    --           455,366
Warrants                                         --           577,219
                                           ----------      ----------
Diluted EPS
Net income                                 $2,683,000      15,943,110      $0.17
--------------------------------------------------------------------------------




                                      -12-
<PAGE>

10.  COMMITMENTS AND CONTINGENCIES

Licensing Agreements

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

                  1999.....................    $   340,000
                  2000.....................      1 455,000
                  2001.....................      4,100,000
                  2002.....................      5,579,000
                  2003.....................      6,410,000
                  2004.....................      6,754,000
                  2005 & Thereafter .......     11,707,000

Contingencies

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



                                      -13-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

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

Introduction

The following  analysis of the financial  condition and results of operations of
Aris Industries, Inc. (the "Company") for the three and nine month periods ended
September 30, 1999 and September 30, 1998 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

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

YEAR 2000 COMPLIANCE

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

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


                                      -14-
<PAGE>

make  required  modifications  and test Year 2000  Compliance.  The  Company has
completed  the  installation  of the RLM (Ron Lynn Apparel  Software  System) on
schedule.  The  existing  software  system  will  continue  to  be  utilized  to
systematically wind down the Fall 1999 shipping period. At the completion of the
Fall 1999 shipping period  remaining  inventories will be transferred to the RLM
system prior to year end.

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

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

The  final  section  of the  Y2K  Project  has  also  been  completed  with  the
replacement  of all  non-Y2K  compliant  personal  computers.  The  Company  has
standardized on HP (Hewlitt  Packard) Vectra desktop systems wherever  possible.
All software  needed to assure Y2K  compliance has been  completed.  The Company
does not anticipate many Y2K issues in this area since  approximately 90% of the
software in use is off the shelf retail software  (spreadsheet,  word processing
packages, etc.) that is already Y2K compliant.

The  total  cost  to  the  Company  of  these  Y2K  Compliance   activities  was
approximately  $800,000 which includes the cost of a programmer,  consultants as
well as costs for software upgrades and third party contractors/suppliers and PC
replacements.  The Company funded these activities through operating cash flows.
These costs were derived utilizing continued availability of certain third party
modification  plans and other factors.  However,  there can be no guarantee that
these objectives will be achieved; actual results could differ from those plans.

Due to the general  uncertainty  inherent in the Y2K problem,  resulting in part
from the  uncertainty of the Year 2000  readiness of  third-party  suppliers and
customers,  the  Company  is  unable  to  determine  at this  time  whether  the
consequences  of Y2K  failures  will have a  material  impact  on the  Company's
results of operations,


                                      -15-
<PAGE>

liquidity or financial  condition.  The Y2K project is expected to significantly
reduce the  Company's  level of  uncertainty  about the Year 2000.  The  Company
believes that with the completion of the Project as scheduled the possibility of
significant interruptions of normal operations should be reduced.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

As of  September  30,  1999,  the Company had working  capital of  approximately
$15,835,000  as compared to  $9,098,000  at December 31,  1998.  The increase in
working capital was due to the capital  infusion  provided by the Simon Purchase
Transaction,  less transaction costs,  offset by the Company's net loss incurred
in the nine months ended  September  30, 1999.  During this period,  the Company
financed its capital expenditures and business  acquisition  principally through
credit facilities and the issuance of common stock.

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

On  February  26,  1999  simultaneous,  with the  closing of the Simon  Purchase
Transaction, the Company and its subsidiaries entered into a Financing Agreement
with CIT Commercial  Services  Group,  Inc.  ("CIT") and certain other financial
institutions, whereby such lenders agreed to provide a revolving credit facility
of up to $65,000,000 for working capital, loans and letters of credit financing,
which  expire  on  February  26,  2002.  The  obligations  under  the  Financing
Agreements are collateralized by liens on substantially all of the assets of the
Company and its  subsidiaries.  The revolving  credit facility  provided by such
Financing  Agreement  replaced ECI and ECI  Sportswear's  prior working  capital
facilities. For revolving credit loans, interest will accrue at the bank's prime
rate.  For Eurodollar  loans,  interest will accrue at a rate per annum equal to
the Eurodollar  rate plus 2.5%. The agreement  evidencing the new line of credit
contains various  financial and other covenants and conditions,  including,  but
not  limited  to,  limitations  on paying  dividends,  making  acquisitions  and
incurring  additional  indebtedness.  As of  September  30, 1999 the Company had
availability  under the facility of  approximately  $7,500,000 and was incurring
interest at prime or


                                      -16-
<PAGE>

8.25%.

The  Company's  long-term  indebtedness  consists  of  its  obligations  to  BNY
Financial  Corporation  ("BNY")under  the Series A Junior Secured Note Agreement
dated  June  30,  1993,  pursuant  to  which  BNY is owed  $7,442,000  including
$1,042,000,  representing the quarterly interest payments that were deferred for
the period  February 1, 1996 through  January 31, 1998 by agreement  with BNY in
September 1997, plus interest at the rate of 7% per annum, with a final maturity
date of November 3, 2002.  The  principal of BNY's Note is payable on November 3
of each year as follows:

                      Year                               Amount

                      1999                         $       500,000
                      2000                                 600,000
                      2001                               1,100,000
                      2002                               5,242,000

The  Company  made the  1999  principal  payment  on its due  date.  BNY is also
entitled to receive mandatory prepayments based upon 50% of certain "excess cash
flows" of the Company as defined in the Company's note agreements with BNY.

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

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

RESULTS OF OPERATIONS

The Company  reported net income of $3,275,000  and a net loss of $7,132,000 for
the three and nine month periods ended September 30, 1999 respectively, compared
to net income of $2,638,000 and a net loss of $1,417,000,  respectively  for the
three and nine month periods ended September 30, 1998.

The  increase  in  profit  for the  three  month  period  was  primarily  due to
improvements in operations  attributable to increased sales and margins relating
to the "FUBU" and  "Members  Only"  product  lines  along  with a  reduction  of
interest  expense  due to the  conversion  of  Apollo  debt  to  equity  and the
reduction of borrowing due to the infusion of funds from the Simon  Transaction.
This was partially


                                      -17-
<PAGE>

offset by the Company's restructuring, purchase accounting adjustments and other
charges relating to the consolidation of operations and facilities. Such charges
primarily  consisted  of severance  pay,  estimated  cost to exit and  sub-lease
certain  facilities and impairment  charges related to property and equipment at
the  facilities  to be vacated.  In  addition,  the Company has entered into new
licensing  arrangements  which have and will  continue to incur  start-up  costs
without related revenue.

The  increase  in the  loss for the  nine  month  period  was  primarily  due to
restructuring and other charges which consisted of (i) $2,401,000  relating to a
severance  payment made pursuant to the Retention  Agreement between the Company
and  its  former  President,  (ii)  a  non-recurring  charge  of  $3,750,000  in
connection with the write off of impaired goodwill and (iii) additional  charges
of $2,373,000  relating to the  consolidation  of the Company's  operations  and
facilities as previously  discussed.  This loss was offset by an  improvement in
operations attributable to increased sales and margins along with a reduction of
interest  expense  due to the  conversion  of  Apollo  debt  to  equity  and the
reduction  of  borrowing  due to the  infusion of funds from the Simon  Purchase
Transaction.   In  addition,   the  Company  has  entered  into  new   licensing
arrangements  which  have and will  continue  to incur  start- up costs  without
related revenue.

NET SALES

The Company's net sales increased from $42,808,000 during the three months ended
September 30, 1998 to  $62,869,000  during the three months ended  September 30,
1999.  This increase of  $20,061,000  was primarily a result of the inclusion of
XOXO's  sales  of  $15,467,000  from  August  10,  1999,  the  date of the  XOXO
acquisition.  In addition,  there were sales  increases in most of the Company's
product lines  including  the "FUBU"  license of  $2,688,000,  the Company's own
"Members  Only" label of  $2,555,000  and the "Perry  Ellis"  product  line of $
717,000  compared  to the third  quarter  of last  year.  These  increases  were
partially  offset by a $1,366,000  decrease in private label sales and the phase
out of various product lines including the "Jeffrey Banks" product line.

The Company's net sales increased from $80,153,000  during the nine months ended
September 30, 1998 to  $116,326,000  during the nine months ended  September 30,
1999.  This increase of $36,173,000  was a result of increased sales of products
under the  "FUBU"  license  which  amounted  to  $29,480,000  during the year as
compared to the nine months of last year which  reflected the Company's  initial
shipment of the "FUBU" products to the  marketplace.  In addition,  there was an
increase in sales due to the inclusion XOXO sales of $15,467,000 from August 10,
1999 the date of the XOXO  acquisition.  These increases in sales were partially
offset by a decrease in sales of the Members  Only product line in the amount of
approximately $4,074,000, a reduction of $1,857,000 in the


                                      -18-
<PAGE>

Company's  "Perry  Ellis"  product  lines which have suffered a lack of consumer
demand  along  with a  reduction  of  private  label  sales and the phase out of
various product lines,  including the "Jeffrey Banks" product lines resulting in
a decrease of sales in the approximate amount of $2,843,000.

GROSS PROFIT

Gross Profit for the three months ended  September 30, 1999 was  $18,318,000  or
29.1% of net sales  compared to  $12,086,000 or 28.2% of net sales for the three
months ended September 30, 1998.  Gross profit was positively  impacted by sales
of higher margin XOXO branded products included from August 10, 1999 the date of
the XOXO  acquisition  and "FUBU"  product  lines  partially  offset by the weak
performance  of the Company's  "Perry Ellis America" brand which suffered from a
lack of consumer demand. In addition,  gross profit was negatively impacted by a
purchase accounting  adjustment of $790,000 or 1.3% of net sales relating to the
write up of the acquired company's inventory up to net realizable value.

Gross Profit for the nine months ended  September  30, 1999 was  $31,886,000  or
27.4% of net sales  compared to  $21,383,000  or 26.7% of net sales for the nine
months ended September 30, 1998.  Gross profit was positively  impacted by sales
of higher margin XOXO branded products included from August 10, 1999 the date of
the XOXO  acquisition and sales of the Company's  "FUBU" product lines partially
offset by the weak  performance  of the Company's  "Perry Ellis  America"  brand
which  suffered  from a lack of  consumer  demand  which  caused the  Company to
liquidate prior season  inventory at reduced prices.  In addition,  gross profit
was negatively impacted by a purchase accounting  adjustment of $790,000 or 0.7%
of net sales relating to the write up of the acquired company's  inventory up to
net realizable value.

SELLING AND ADMINISTRATIVE EXPENSES

Selling and  Administrative  expenses were $13,748,000 or 21.9% of net sales for
the three months ended  September 30, 1999 as compared to $8,149,000 or 19.0% of
net sales for the three months ended September 30, 1998. The increase in Selling
and Administrative  expenses was attributable to the inclusion of XOXO's Selling
and  Administrative  expenses  included  from  August  10,  1999 the date of the
acquisition  along with increased fixed and variable expenses relating to of the
"FUBU" licensed product line. In addition,  expenses of approximately $1,000,000
or 1.6% of net sales were incurred in connection with the  consolidation  of the
Company's  warehousing into a new facility which resulted in additional expenses
concurrently with the phase out of the old facilities.  These expenses consisted
of rent, payroll, utilities and other expenses.

Selling and Administrative expenses were $29,256,000 or 25.1% of


                                      -19-
<PAGE>


net  sales  for  the  nine  months  ended  September  30,  1999 as  compared  to
$20,643,000 or 25.7% of net sales for the nine months ended  September 30, 1998.
The  increase in Selling and  Administrative  expenses was  attributable  to the
inclusion of XOXO's Selling and Administrative expenses included from August 10,
1999 the  date of the  acquisition  along  with  increased  fixed  and  variable
expenses relating to of the "FUBU" licensed product line. In addition,  expenses
of  approximately  $1,200,000  or 1.0% of net sales were  incurred in connection
with the  consolidation  of the Company's  warehousing into a new facility which
resulted  in  additional  expenses  concurrently  with the  phase out of the old
facilities.  These  expenses  consisted of rent,  payroll,  utilities  and other
expenses.


START-UP COSTS OF NEW LICENSING OPERATIONS

Commencing with the third quarter ended September 30, 1999 the Company  incurred
$215,000  of start-up  costs  relating to various  executed  license  agreements
without any related revenue.  These start-up costs consist of salaries,  samples
and related supplies  directly  attributable to the newly licensed  operations.
Such costs will  continue to be incurred  through the  remainder  of the current
year and during subsequent quarters of next year.

RESTRUCTURING AND OTHER CHARGES

During  the  first  quarter  ended  March  31,  1999  the  Company   incurred  a
restructuring charge of $2,401,000 relating to a severance payment made pursuant
to the  Retention  Agreement  between the Company and its former  President  and
recorded a  restructuring  charge of $3,750,000 in connection with the write off
of impaired goodwill. In the quarters ended June 30, 1999 and September 30, 1999
the Company incurred  additional  restructuring  and other charges of $1,850,000
and $308,000,  respectively,  relating to the  continuing  consolidation  of its
operations  and  facilities.  During the  remainder of fiscal 1999,  the Company
expects  to  incur  additional  restructuring  charges  as  the  result  of  the
continuing consolidation of its operations and facilities.

INTEREST EXPENSE

Interest  expense for the three months  ended  September  30, 1999  decreased by
$412,000 or 26.5%  compared to the three month period ended  September 30, 1998.
This decrease was  primarily due to the  conversion of Apollo debt to equity and
the reduction of borrowings  resulting from the infusion of funds from the Simon
Transaction  offset  partially  by an  increase  in  interest  expense due to an
increase in the prime lending rate to 8.25%.

Interest  expense for the nine months  ended  September  30, 1999  decreased  by
$856,000 or 23.8%  compared to the nine month period ended  September  30, 1998.
This decrease was  primarily due to the  conversion of Apollo debt to equity and
the reduction of borrowings


                                      -20-
<PAGE>


resulting from the infusion of funds from the Simon Purchase  Transaction offset
partially  by an increase  in  interest  expense due to an increase in the prime
lending rate to 8.25%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2 Changes in Securities

On February 26, 1999, (i) The Simon Group acquired  24,107,145  shares of Common
Stock and  2,093,790  shares  of  Series A  Preferred  Stock  (convertible  into
20,937,790 shares of Common Stock) for $20,000,000 and (ii) the Company redeemed
from AIF the Series B Junior  Secured Note of the Company  including all accrued
interest thereon  (representing a total indebtedness of $10,700,000) in exchange
for $4,000,000 in cash plus 5,892,856  shares of Common Stock and 512,113 shares
of Series A Preferred Stock (convertible into 5,121,130 shares of Common Stock).
All such shares  were sold to The Simon  Group and AIF in a private,  negotiated
transaction, exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, as amended (the  "Securities  Act"), as a transaction not involving
any public  offering.  On July 29, 1999,  pursuant to the increase in authorized
Aris Common Shares to 100,000,000,  approved at the June 17, 1999 Annual Meeting
of Stockholders,  all of the Company's outstanding Preferred Stock was converted
into 26,059,030 shares of Aris Common Stock on July 29, 1999.

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

On August 10, 1999, the Company issued  6,500,000  shares of its common stock to
the owners of Lola,  Inc. in connection  with the merger of Lola with and into a
subsidiary  of the  Company.  The  issuance  of these  shares  were  exempt from
registration  pursuant to Section 4(2) of the Securities Act as transactions not
involving any public offerings.



                                      -21-
<PAGE>


Item 3. Defaults upon Senior Securities

NONE


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

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

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

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

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

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

The  Board  of  Directors   does  not  intend  to  effect  the  name  change  or
re-incorporation.

Item 5. Other Information

NONE

Item 6. Exhibits and Reports on Form 8-K

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

1.   Certificate  of  Amendment  of  Certificate   of   Incorporation   of  Aris
     Industries, Inc.

(b)  Reports on Form 8-K



                                      -22-
<PAGE>

     (a)  The  Company  filed a Form  8-K on  August  10,  1999,  reporting  the
     acquisition of Lola, Inc. The Company filed an amendment to the Form 8-K on
     October 25, 1999,  containing  the required  Financial  Statements and Pro-
     Forma  Financial  Information in connection  with the  acquisition of Lola,
     Inc.


































                                      -23-
<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: November 12, 1999                  By /s/
                                            -------------------------------
                                            David Fidlon,
                                            Chief Operating Officer

                                         By /s/
                                            -------------------------------
                                            Paul Spector,
                                            Secretary / Treasurer




                                      -24-
<PAGE>



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                       Filed as Indicated Exhibit to
                                                                                           Document Referenced in
    Exhibit No.                                Description                                      Footnote No.
    -----------                                -----------                                      ------------
<S>                  <C>                                                                            <C>
        2.           Second Amended Joint Plan of Reorganization dated March                        (3)
                     26, 1993, as amended May 11 and June 9, 1993
                             (Note: Annexes omitted)
        3.3          Restated Certificate of Incorporation filed on June 30, 1993                   (3)
        3.4          Amended and Restated By-Laws effective June 30, 1993                           (3)
        3.5          Amended and Restated Certificate of Incorporation filed on                     (22)
                     July 29, 1999 increasing the authorized shares
        4.1          Specimen Certificate Evidencing Common Stock.                                  (1)
       10.67         Series A Junior Secured Note Agreement dated as of June 30,                    (3)
                     1993 between Registrant and BNY Financial Corporation.
       10.68         Series A Junior Secured Note dated as of June 30, 1993                         (3)
                     issued by Registrant to BNY Financial Corporation.
       10.72         Secondary Pledge Agreement dated as of June 30, 1993                           (3)
                     between Registrant, BNY Financial Corporation and AIF II,
                     L.P.
       10.75         Shareholders Agreement dated as of June 30, 1993 among                         (3)
                     Registrant and the Subject Shareholders Referred to Therein.
       10.76         Equity Registration Rights Agreement dated as of June 30,                      (3)
                     1993 among Registrant and the Holders of Registrable Shares
                     Referred to Therein.
       10.79         Severance Agreement dated April 3, 1991 between Registrant                     (3)
                     and Paul Spector.
       10.80         1993 Stock Incentive Plan of Registrant, as amended by                         (3)
                     Amendment No. 1 thereto dated June 24, 1993.
       10.81         Form of Indemnification Agreement dated as of June 30,                         (3)
                     1993 between Registrant and each member of Registrant's
                     Board of Directors.
       10.82         Letter Agreement dated February 8, 1993 among James G.                         (3)
                     Goren, Alexander M. Goren, Charles S. Ramat, and David
                     Schreiber and Ora Ramat as Trustees for the Benefit of Hana
                     Leah Ramat and Abraham Ramat.
       10.84         Stipulated Entry Liquidating Claims dated March 10, 1993                       (3)
                     among The Marcade Group Inc., Robert K. Lifton, Howard
                     L. Weingrow, and JAG Consulting Co. Ltd.
       10.86         Letter Agreement dated October 29, 1992 among The                              (3)
                     Marcade Group Inc., Above The Belt, Inc., Europe Craft
                     Imports, Inc., Perry Manufacturing Company, Apollo
                     Investment Fund, L.P., AIF II, L.P., and Altus Finance.
       10.93         Consent dated May 1, 1996 to Series A Junior Secured Note                      (9)
                     Agreement dated as of June 30, 1993 between Registrant and
                     BNY Financial Corporation.
       10.95         Stock Purchase Agreement dated as of September 19, 1996                        (10)
                     between Aris Industries, Inc., as Seller,  Page Holding
                     Company, as Buyer, and Perry Manufacturing Company,
                     with respect to the stock of Perry Manufacturing Company.
</TABLE>


                                      -25-
<PAGE>

<TABLE>
<CAPTION>
                                                                                       Filed as Indicated Exhibit to
                                                                                           Document Referenced in
    Exhibit No.                                Description                                      Footnote No.
    -----------                                -----------                                      ------------
<S>                  <C>                                                                            <C>
       10.99         Warrant dated September 30, 1996 issued by Aris Industries,                    (10)
                     Inc. to Heller Financial, Inc.
      10.100         Letter dated December 18, 1996 from the Registrant to                          (11)
                     Charles S. Ramat.
      10.101         Amendment dated May 5, 1997 to Series A Junior Secured                         (11)
                     Note Agreement dated as of June 30, 1993 between
                     Registrant and BNY Financial Corporation.
      10.103         Amendment dated June 18, 1997 to Series A Junior Secured                       (13)
                     Note Agreement dated as of June 30, 1993 between
                     Registrant and BNY Financial Corporation.
      10.105         Asset Purchase Agreement dated as of July 15, 1997 among                       (14)
                     Davco Industries, Inc., as Seller, Steven Arnold and
                     Christopher Healy as Shareholders of Seller, and Aris
                     Management Corp. (n/k/a ECI Sportswear, Inc.) , as
                     Purchaser.
      10.106         Shareholders Agreement dated as of July 15, 1997 among                         (14)
                     Davco Industries, Inc., Steven Arnold, Christopher Healy,
                     Aris Management Corp. (n/k/a ECI Sportswear, Inc.), the
                     Registrant, Apollo Aris Partners, L.P. and Charles S. Ramat.
      10.107         Amendment dated July 18, 1997 to Series A Junior Secured                       (14)
                     Note Agreement dated as of June 30, 1993 between
                     Registrant and BNY Financial Corporation.
      10.109         Amendment executed September 12, 1997 to Series A and                          (15)
                     Series B Junior Secured Note Agreements dated as of June
                     30, 1993 between Registrant, BNY Financial Corporation and
                     AIF, L.P.
      10.111         Securities Purchase Agreement, dated as of February 26,                        (17)
                     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, 1999,                         (17)
                     between Aris Industries, Inc., Apollo Aris Partners, L.P., AIF,
                     L.P., The Simon Group, L.L.C. and Charles S. Ramat.
      10.113         Equity Registration Rights Agreement, dated as of February                     (17)
                     26, 1999, between Aris Industries, Inc., Apollo Aris Partners,
                     L.P., AIF, L.P., The Simon Group, L.L.C. and Charles S.
                     Ramat.
      10.114         Retention Agreement dated as of February 18, 1999 by and                       (17)
                     between Aris Industries, Inc. and Charles S. Ramat.
      10.115         Financing Agreement dated February 26, 1999 by and among                       (18)
                     the Company and its Subsidiaries and CIT Commercial
                     Group, Inc. and the other Financial Industries named therein.
      10.116          Employment Agreement effective as of March 1, 1999 with                       (19)
                     Arnold Simon
      10.117         Employment Agreement effective as of March 1, 1999 with                        (19)
                     David Fidlon
</TABLE>


                                      -26-
<PAGE>

<TABLE>
<CAPTION>
                                                                                       Filed as Indicated Exhibit to
                                                                                           Document Referenced in
    Exhibit No.                                Description                                      Footnote No.
    -----------                                -----------                                      ------------
<S>                  <C>                                                                            <C>
      10.118         Agreement of Lease made as of April 22, 1999 by and                            (19)
                     between Erika Realty Trust, as Landlord, and Registrant, as
                     Tenant, for premises located at 89 West Rodney French
                     Blvd., New Bedford, Ma.

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

      10.120         Employment Agreement effective as of June 7, 1999 with                         (20)
                     Joseph Purritano
      10.121         Agreement and Plan of Merger dated July 19, 1999 by and                        (21)
                     among Aris Industries, Inc., XOXO Acquisition Corp. and
                     Lola, Inc. and its shareholders.
      10.122         Amendment No. 1 to Agreement and Plan of Merger                                (21)
      10.123         Employment Agreement by and among the Registrant, ECI,                         (21)
                     ECI Sportswear, Inc. and XOXO and Gregg Fiene, dated
                     August 10, 1999
      10.124         Employment Agreement by and among the Refistrant, ECI,                         (21)
                     ECI Sportswear, Inc. and XOXO and Hollis Fiene, dated
                     August 10, 1999
      10.125         Shareholders' Agreement by and among the Registrant, The                       (21)
                     Simon Group, LLC, Gregg Fiene, Michele Bohbot and Lynn
                     Hanson, dated August 10, 1999
      10.126         Amendment No. 2 to Financing Agreement by and among                            (21)
                     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
</TABLE>

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

(2)  Omitted.

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

(4)  Omitted.

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

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

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

(8)  Omitted.


                                      -27-
<PAGE>

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

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

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

(12) Omitted.

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

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

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

(16) Omitted.

(17) Filed as the indicated Exhibit to the Report on Form 8-K dated February 26,
     1999 and incorporated herein by reference.

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

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

(20) Filed as the  indicated  Exhibit  to the  Report on Form 10Q dated June 30,
     1999 and incorporated herein by reference.

(21) Filed as the  indicated  Exhibit to the Report on Form 8-K dated August 10,
     1999 and incorporated herein by reference

(22) Filed herewith.


                                      -28-