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
March 31, 2002


                              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
              ---            ---

Number of shares of Common Stock outstanding 88,783,054
As of May 13, 2002





<PAGE>



                              ARIS INDUSTRIES, INC.

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

        Item 1.  Financial Statements

                 a.       Consolidated Condensed Balance Sheets as
                          of March 31, 2002 and December 31, 2001 ...........  3

                 b.       Consolidated Condensed Statements of
                          Operations for the Three-Months Ended
                          March 31, 2002 and March 31, 2001 .................  4

                 c.       Consolidated Condensed Statements of Cash
                          Flows for the Three-Months Ended March
                          31, 2002 and March 31, 2001 .......................  5

                 d.       Notes to Consolidated Condensed Financial
                          Statements ........................................  6

        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations ................................................. 12

        Item 3.  Quantitative and Qualitative Disclosures
                 About Market Risk .......................................... 17


PART II. OTHER INFORMATION

        Item 1.  Legal Proceedings .......................................... 17

        Item 2.  Changes in Securities and Use of Proceeds .................. 18

        Item 3.  Defaults upon Senior Securities ............................ 18

        Item 4.  Submission of Matters to a Vote of
                 Security Holders ........................................... 18

        Item 5.  Other Information .......................................... 21

        Item 6.  Exhibits and Reports on Form 8-K ........................... 19

SIGNATURES .................................................................. 20



<PAGE>


                                             ARIS INDUSTRIES, INC.
                                               AND SUBSIDIARIES
                                     CONSOLIDATED CONDENSED BALANCE SHEETS
                                                  (UNAUDITED)
                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                               March 31,         December 31,
ASSETS ..............................................................            2002               2001
                                                                               --------          ------------
<S>                                                                            <C>                <C>
Current assets:
   Cash .............................................................          $    150           $    457
   Receivables, net .................................................               139              1,152
   Receivable from related party ....................................               828                828
   Due from licensee ................................................              --                4,953
   Inventories ......................................................               266                489
   Prepaid expenses and other current assets ........................                69                269
                                                                               --------           --------

                                     Total current assets ...........             1,452              8,148

Property and equipment, net .........................................             4,709              5,730

Goodwill, net .......................................................            33,930             34,342

Other assets ........................................................               483                476
                                                                               --------           --------

                           TOTAL ASSETS .............................          $ 40,574           $ 48,696
                                                                               ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
   Borrowings under revolving credit facility .......................          $  1,793           $  4,485
   Loans payable to related parties, including accrued interest .....             9,340              9,060
   Current portion of long-term debt ................................            11,342             11,842
   Current portion of capitalized lease obligations .................               570                690
   Accounts payable .................................................             3,857              7,050
   Accounts payable to related parties ..............................               946                885
   Accrued expenses and other current liabilities ...................             4,120              2,470
                                                                               --------           --------
                                  Total current liabilities .........            31,968             36,482

Long-term debt ......................................................             7,500              7,500
Capitalized lease obligations .......................................               842                950
Other liabilities ...................................................             2,472              2,587
                                                                               --------           --------
                                      Total liabilities .............            42,782             47,519
                                                                               --------           --------

Commitments and contingencies

Stockholders' Equity (Deficiency):
   Preferred stock, $.01 par value: 10,000 shares authorized; none
      issued and outstanding ........................................              --                 --
   Common stock, $.01 par value: 200,000 shares authorized
      88,783 issued and outstanding at March 31, 2002
     and 82,165 issued and outstanding at December 31, 2001 .........               888                822
   Additional paid-in capital .......................................            83,946             81,760
   Accumulated deficit ..............................................           (86,971)           (81,313)
   Unearned compensation ............................................               (71)               (92)
                                                                               --------           --------

                      Total stockholders' equity (deficiency)........            (2,208)             1,177
                                                                               --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)..............          $ 40,574           $ 48,696
                                                                               ========           ========


See accompanying notes to consolidated condensed financial statements
</TABLE>

                                                      -3-
<PAGE>


                             ARIS INDUSTRIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                          (Unaudited)
                             (in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                  Three-             Three-
                                                               Months Ended       Months Ended
                                                                 March 31,          March 31,
                                                                   2002               2001
                                                               ------------       ------------
<S>                                                              <C>                <C>
Revenues:
   Sales to customers .................................          $    997           $ 20,688
   Sales to licensee ..................................              --                5,558
   Royalty income .....................................             2,088              1,822
   Commission income ..................................              --                  660
                                                                 --------           --------

Total revenues ........................................             3,085             28,728
                                                                 --------           --------

Cost of goods sold:
   Cost of sales to customers .........................              (603)           (14,700)
   Cost of sales to licensee ..........................              --               (5,558)
                                                                 --------           --------

Total cost of goods sold ..............................              (603)           (20,258)
                                                                 --------           --------

Gross profit ..........................................             2,482              8,470

Operating income (expenses):
   Selling and administrative expenses ................            (5,388)           (13,198)
   Impairment of long lived assets ....................              (853)              --
   Restructuring and other costs ......................            (1,404)             1,666
                                                                 --------           --------

Loss from operations ..................................            (5,163)            (3,062)

Interest expense, net .................................              (522)            (1,215)
                                                                 --------           --------

Loss before income tax provision and extraordinary item            (5,685)            (4,277)

   Income tax benefit (provision) .....................                27                (80)

Loss before extraordinary item ........................            (5,658)            (4,357)

Extraordinary item:
   Gain on extinguishment of debt .....................              --                1,282
                                                                 --------           --------

Net loss ..............................................          ($ 5,658)          ($ 3,075)
                                                                 ========           ========

Basic loss per share:
   Loss before extraordinary item .....................             (0.07)             (0.05)
   Extraordinary item .................................           $  0.00            $  0.01
                                                                 ========           ========
Net loss ..............................................          ($  0.07)          ($  0.04)
                                                                 ========           ========

Per share data:
   Weighted average shares outstanding - Basic ........            85,033             81,165
</TABLE>

See accompanying notes to consolidated condensed financial statements


                                              -4-
<PAGE>

<TABLE>
                                                  ARIS INDUSTRIES, INC.
                                                    AND SUBSIDIARIES
                                     CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                      (UNAUDITED)
                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)

<CAPTION>
                                                                                          Three-              Three-
                                                                                       Months Ended        Months Ended
                                                                                         March 31,           March 31,
                                                                                           2002               2001
                                                                                       -------------       ------------
<S>                                                                                      <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss ......................................................................      ($ 5,658)          ($ 3,075)

     Adjustments to reconcile net loss to net cash
      provided by operating activities:
        Depreciation and amortization .............................................           587              1,694
        Accrued interest...........................................................            30               --
        Non-cash stock based compensation .........................................            21                112
        Reversal of allowances on receivables .....................................          --               (3,030)
        Extraordinary gain on extinguishment of debt ..............................          --               (1,282)
        Provision for / (reversal) of accrued restructuring charges ...............         1,404             (1,666)
        Write-off receivables from licensee .......................................         1,959               --
        Impairment on property and equipment ......................................           440               --
        Impairment of goodwill ....................................................           412               --
    Change in assets and liabilities:
        Decrease in receivables ...................................................         1,013             21,847
        Decrease in due from licensee .............................................         2,994               --
        Decrease in inventories ...................................................           223              3,253
        Decrease in prepaid expenses and other current assets .....................           200                680
        (Increase) / decrease in other assets .....................................            (7)                41
        Decrease in accounts payable ..............................................          (943)            (1,397)
        Increase in accounts payable to related parties ...........................            61               --
        Increase / (decrease) in accrued expenses and other current liabilities ...           246               (484)
        Increase / (decrease) in other liabilities ................................          (115)              (519)
                                                                                         --------           --------
                       Net cash provided by operating activities ..................         2,867             16,174
                                                                                         --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures ..........................................................            (4)              (255)
                                                                                         --------           --------
                       Net cash used in investing activities ......................            (4)              (255)
                                                                                         --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt and capital leases ...............................          (728)            (1,328)
    Proceeds from issuance of convertible debentures ..............................          --                7,000
    Proceeds of loan from related party ...........................................           250              2,000
    Decrease in borrowings under revolving credit facility ........................        (2,692)           (25,239)
                                                                                         --------           --------
                       Net cash used in financing activities ......................        (3,170)           (17,567)
                                                                                         --------           --------


NET DECREASE IN CASH ..............................................................          (307)            (1,648)

CASH, BEGINNING OF PERIOD .........................................................           457              2,389
                                                                                         --------           --------

CASH, END OF PERIOD ...............................................................      $    150           $    741
                                                                                         ========           ========

SUPPLEMENTAL SCHEDULE ON NON-CASH FINANCING ACTIVITIES:
    Issuance of common stock in settlement of accounts payable.....................      $  2,250              --

</TABLE>

See accompanying notes to consolidated condensed financial statements


                                                           -5-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. BASIS OF PRESENTATION

The consolidated condensed financial statements as of March 31, 2002 and for the
three month periods ended March 31, 2002 and 2001, are unaudited and reflect all
adjustments consisting of normal recurring adjustments and extraordinary gains,
restructuring and other costs (See Note 8) 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, 2001 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, 2001. The
operating results for the three month period ended March 31, 2002 are not
necessarily indicative of the operating results to be expected for the year
ending December 31, 2002.


2. FINANCIAL ACCOUNTING STANDARDS NO. 142, "GOODWILL AND OTHER
   INTANGIBLE ASSETS"

Under Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142") goodwill and other intangible assets with indefinite useful
lives are no longer amortized. Instead such assets will be subject to reduction
only when the carrying amount exceed their estimated fair value based on
impairment tests established by SFAS 142 that will be made at least annually.
The Company began to apply the provisions of SFAS 142 effective January 1, 2002,
and discontinued amortization effective as of that date. For the three-months
ended March 31, 2001, amortization relating to goodwill was approximately
$452,000.

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.

As of March 31, 2002 the Company had a working capital deficit of $30,516,000 as
compared to a working capital deficit of $28,334,000 at December 31, 2001. 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


                                      -6-
<PAGE>


revolving credit facility were reduced from $4,485,000 at December 31, 2001 to
$1,793,000 as of March 31, 2002.

During 2001, Aris Industries, Inc. (the "Company", the "Registrant" or "Aris")
substantially completed its transformation from a manufacturer and importer of
outerwear, sportswear and loungewear to a licensor or sublicensor of its owned
or licensed trademarks. In early 2001, Aris entered into an agreement (the
"Grupo Agreement"), which became effective March 1, 2001, with Grupo Xtra of New
York, Inc. ("Grupo"), an unaffiliated third party, giving Grupo the exclusive
right in the United States, Puerto Rico, the Caribbean Islands and Israel to
manufacture and sell, subject to Aris' design and quality approvals, women's
clothing, jeanswear and sportswear under the XOXO(R) and Fragile(R) trademarks
and sportswear and outerwear under the Members Only(R) trademark. In addition,
Aris granted Grupo the right to manufacture and sell products covered by its
license agreements for Brooks Brothers Golfwear and Baby Phat sportswear. In
late 2001, Brook Brothers terminated Grupo's right to use its trademark and
subsequently purported to terminate the Company's license period. Grupo was also
granted the right to operate the Company's XOXO outlet stores, which the Company
used to provide a channel for disposing of excess and irregular inventory. In
exchange, Grupo agreed to purchase substantially all of Aris's inventory of such
products, pay royalties based on its sales of such products and assume certain
of Aris's overhead obligations and contracts. Grupo completed the purchase of
such inventory in January 2002.

Grupo was frequently late in fulfilling its payment obligations under the
Agreement. Following the end of the 2001, it continued to be late in making
payments to the Company and violated the Agreement in other ways. In March 2002,
the Company sent Grupo notices of termination of the Agreement.

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 in principle with Adamson Apparel,
Inc. ("Adamson") to license from the Company and its subsidiaries the XOXO(R)
and Baby Phat(R) a related party, trademarks that had been previously licensed
by Grupo (see Note 4).

The Company plans to finance its operations through, (i) minimum royalties of
$6,156,000 which the Company would be due under the proposed Adamson license
agreement, (ii) minimum royalties of $3,383,000 from its additional licensees,
(iii) negotiation of extended payment term of existing finance agreements and
(iv) continued negotiated settlements with its vendors.

The Company believes that its financing plan will be sufficient, at least
through March 31, 2003, to sustain its operations as a licensing and brand
management business and to payoff indebtedness under the credit facility and the
term loan, however, 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


                                      -7-
<PAGE>


4. PROPOSED LICENSE TO ADAMSON

Following the effectiveness of the termination of the Grupo Agreement, the
Company reached an agreement in principle with Adamson Apparel, Inc. to license
from the Company and its subsidiaries the XOXO(R) and Baby Phat(R) trademarks
that had been previously licensed by Grupo. Adamson is a newly-formed New York
corporation which is owned by the Company's Chairman and Chief Executive Officer
and principal stockholder. The Company has been informed that Adamson was
initially capitalized with a $7 million investment. Adamson intends to utilize
many of the same employees that were utilized by Grupo, all of whom were
formerly employees of XOXO or one or more of the Company's subsidiaries.

Under the proposed Adamson Agreement, Adamson would have the right, for an
initial term of five years (the "Initial Term"), renewable at its option for
four additional five year periods, to manufacture, market and distribute at
wholesale, women's clothing, jeanswear and sportswear under the XOXO trademark
and, subject to Aris' rights as licensee with respect thereto, Baby Phat
apparel. The royalty rate for XOXO products would be 9% and 7% for Baby Phat in
addition to amounts due to the licensor of Baby Phat. Minimum royalties under
the proposed Adamson Agreement would begin at $6,156,000 and increase to
$10,526,000 in 2003 and thereafter by 14% per year until 2005 when minimum
royalties would be $13,500,000.

The minimum royalty due from Adamson for 2002 would be $6,156,000. The Company
has been informed that Adamson purchased from Grupo's lender all of Grupo's
inventory of XOXO(R) and Baby Phat(R) apparel and also purchased from the lender
Grupo's order file.

The Company also owns the Members Only(R) trademark and is deciding whether to
manufacture and sell products bearing the trademark or to sell the trademark
outright or license it to others.


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 is 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. To
date, KC has 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. At December 31, 2001, the
Company was delinquent in paying the quarterly interest payments due on July 31
and October 31, 2001. The Company made the quarterly interest payment due July
31, 2001 in January 2002 and KC had agreed not to call a default if the Company
paid the October 31, 2001 payment by March 29, 2002. On April 10, 2002, the
chief executive officer of the Company received a letter from the general
partner ("GP") of KC stating that the limited partners ("LP") of KC have
instructed the GP of KC to give the Company until April 17, 2002, to pay the
overdue 2001 interest and until May 10, 2002, to pay the remaining overdue 2002
interest. The LP's


                                      -8-
<PAGE>


have instructed the GP, in the event that these deadlines are not met, to take
all necessary measures to put the Company in default and collect upon the debt.
On May 10, 2002, the Company paid the interest payment due October 31, 2001,
aggregating approximately $163,000, and KC has not called a default but no
assurance can be given that KC will not call a default. The Company is
continuing to negotiate with KC for a forbearance on interest payments due in
2002. In the event that KC calls a default, the balance of $7,500,000 will
become due and payable on demand.


6. PAYABLES REDUCTION

During the twelve-months ended December 31, 2001 the Company continued the
process of negotiating settlements with its vendors. The Company reached
agreements with vendors for amounts due which resulted in a net gain of
$1,282,000 during the year. These gains are reflected as an extraordinary item
within the accompanying statements of operations.

In March 2001, in settlement of a disputed claim with Tarrant Apparel Group,
Inc., to which the Company issued 1,500,000 shares of its common stock with a
market value of $1,050,000. The Company agreed that, in the event the market
value of such shares as of December 31, 2001 is less than $3,300,000, the
Company will either, at its option (x) pay to such vendor in cash an amount, or
(y) issue to such vendor additional shares of common stock having a share value
equal to the difference between $3,300,000 and the greater of the share value as
of December 31, 2001 and $1,050,000. In February 2002, the Company issued
6,617,647 shares of its common stock pursuant to the Agreement. The issuance of
shares to Tarrant was exempt from registration under Section 4(2) of the
Securities Act as a transaction not involving a public offering.


7. 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 $5,842,000. On October 23,
2001, the Company received a forbearance from BNY relating to the $1,100,000
principal payment due November 5, 2001. Under the terms of the forbearance, the
Company paid BNY $500,000 in principal along with the normally scheduled
interest payment on November 5, 2001 and received a deferral until March 3, 2002
on the balance of $600,000 principal due. On February 21, 2002, the Company
received a further forbearance on the $600,000 principal payment that was due on
March 3, 2002. BNY has agreed to defer this principal amount as follows; $50,000
due on July 1, 2002; $100,000 due on July 31, 2002 and $450,000 due on September
3, 2002. The balance of BNY's Note, $5,242,000, is payable on November 3, 2002.
The Company intends to negotiate with BNY for a restructuring of the payment
term of the note.

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 is 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 are 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 is required to make


                                      -9-
<PAGE>


installments of $500,000 on April 1 and July 1, 2002 and the remaining balance
is 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 are currently
negotiating 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 $500,000 quarterly
term loan payment which was originally due on April 1, 2002, leaving a remaining
balance on the term loan of $5,000,000. In addition, the Company has verbally
agreed to pay the lenders $200,000 to reduce its revolving line of credit
balance by May 31, 2002 and is currently negotiating with its lenders to amend
the forbearance agreement to extend the payout period for the Company's
revolving line of credit and 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 March 31, 2002 and December 31, 2001,
with certain covenants contained in its loan agreements. The Company's lenders,
under the January 18, 2002 forbearance agreement, 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.


8. RESTRUCTURING AND OTHER COSTS

In an effort to improve the overall profitability of the Company, the Company
closed three of its four full price retail stores in the first quarter of fiscal
2002. The Company closed its two retail locations on Broadway in Lower Manhattan
along with its retail store on Rodeo Drive in Los Angeles. 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 $440,000 and goodwill impairment charges
of approximately $413,000. 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. 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.

During the three-months ended March 31, 2001, the Company recorded a gain in
restructuring relating to a reversal of approximately $1,666,000 in accrued
rental costs resulting from a settlement of the Company's lease obligation on
its New Bedford, Massachusetts, warehouse. Under the settlement agreement, the
Company was released from all obligations under the lease in exchange for cash
payments of $850,000. The Company made the final payment under the settlement
agreement in September 2001.


                                      -10-
<PAGE>


9. PER SHARE DATA

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

Options and warrants to purchase 11,346,845 and 13,745,926 shares of Common
Stock were outstanding as of March 31, 2002 and 2001, respectively, but were not
included in the computation of diluted earnings per share because the effect
would be anti-dilutive. In addition, conversion rights under the Convertible
Debentures to convert the Debentures into approximately 16,000,000 shares of
Common Stock were not included in the computation of diluted earnings per share
because the result would be anti-dilutive.


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 is ready to ship the merchandise to
the customer. As of March 31, 2002, the Company owes AHS $7,090,000. In
connection with the Letter of Credit Agreement, the chief executive officer has
guaranteed up to $7,000,000 of AHS obligations to the Company's principal
commercial lender.

During January 2001, the Company's chief executive officer loaned the Company
$2,000,000. In March 2002, the Company's chief executive officer loaned the
Company an additional $250,000. 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.

Adamson is a newly-formed New York corporation which is owned by the Company's
Chairman and Chief Executive Officer and principal stockholder (see Note 4).

In connection with Adamson's purchase of the inventory formerly owned by Grupo
from CIT, Grupo's lender, XOXO guaranteed $3,500,000 of the deferred purchase
price for such inventory and granted CIT a security interest in its trademarks
as collateral for such guarantee.


11. CONTINGENCIES

The Company, in the ordinary course of its business, is the subject of, or a
party to, various pending or threatened legal actions involving private
interests. 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 or cash flows.


                                      -11-
<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-month periods ended March
31, 2002 and March 31, 2001 should be read in conjunction with the consolidated
condensed financial statements, including the notes thereto, included on pages 3
through 11 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. 142 AND 144

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 142, "Goodwill and Other
Intangible Assets". The Company has adopted the provisions of SFAS 142 effective
January 1, 2002. Under SFAS 142, goodwill and other intangible assets with
indefinite useful lives are no longer be systematically amortized. Instead such
assets will be subject to reduction when their carrying amounts exceed their
estimated fair values based on impairment tests that will be made at least
annually. SFAS 142 also requires the Company to complete a transitional goodwill
impairment test six months from the date of adoption. The Company expects that
the adoption of SFAS 142 will reduce annual amortization expense by
approximately $1.8 million. Additionally, based on expected cash flows under the
Adamson and other license agreements, the Company does not expect to incur
goodwill and other intangible asset impairment charges associated with the
adoption of this statement other than the $0.4 million charge taken in the first
quarter of 2002 related to the closing of the retail stores. However, no
assurance can be given that a potential future impairment charge will not be
required. In addition, in August 2001, FASB issued SFAS No. 144 "Accounting for
the Impairment or Disposal of Long-Lived Assets".


                                      -12-
<PAGE>


SFAS 144, addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. Among other things, SFAS 144, provides guidance
on the implementation of previous pronouncements related to when and how to
measure impairment losses and how to account for discontinued operations.
Management does not believe that the adoption of SFAS 144 will have a material
impact on the Company's financial position, results of operations or cash flows.
For the three-months ended March 31, 2001, the Company's net loss would have
decreased by $452,000 of amortization relating to goodwill.

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 March 31, 2002, the Company had a working capital deficit of approximately
$30,516,000 compared to a working capital deficit of approximately $28,334,000
at December 31, 2001. The increase in the working capital deficit was primarily
due to the default by Grupo under its license agreement which resulted in the
Company not receiving approximately $1,000,000 in license royalties and writing
off approximately $1,959,000 in operating expense reimbursements. 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,
property and equipment write-downs of approximately $440,000 and goodwill
impairment charges of approximately $413,000 and an additional $291,000 of lease
termination costs relating to the 2000 restructuring reserve. During the quarter
ended March 31, 2002, the Company financed its working capital requirements
principally through licensing revenue from Grupo 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 in principle with Adamson Apparel,
Inc. ("Adamson") to license from the Company and its subsidiaries the XOXO(R)
and Baby Phat(R) trademarks that had been previously licensed by Grupo (see Note
4). The minimum royalty due from Adamson for 2002 would be $6,156,000.
Management of the Company is optimistic that royalties will exceed that amount.
The Company has been informed that Adamson purchased from Grupo's lender all of
Grupo's inventory of XOXO(R) and Baby Phat(R) apparel and also purchased from
the lender Grupo's order file. Accordingly, the Company anticipates that Adamson
will incur no meaningful startup delays and should be in a position to fill
substantially all existing orders on a timely basis utilizing the experienced
management team that is already in place which, along with Adamson's strong
capital position, should insure that a smooth and successful transition will
take place allowing the timely servicing of the Company's customer base.

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 is 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 are 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 is required to make installments of $500,000 on April
1 and July 1, 2002 and the remaining balance is 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 are currently negotiating 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 $500,000 quarterly term loan payment which was
originally due on April 1, 2002, leaving a remaining balance on the term loan of
$5,000,000. In addition, the Company has verbally agreed to pay the lenders
$200,000 to reduce its revolving line of credit by May 31, 2002 and is currently
negotiating with its lenders to amend the forbearance agreement to extend the
payout period for the Company's revolving line of credit and 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


                                      -13-
<PAGE>


conditions, including, but not limited to, limitations on paying dividends,
making acquisitions and incurring additional indebtedness.

The Company was not in compliance, as of March 31, 2002 and December 31, 2001,
with certain covenants contained in its loan agreements. The Company's lenders,
under the January 18, 2002 forbearance agreement, 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, has been extended until the loans
are repaid in full.

As a result of its change to a licensing operation, the Company no longer needs
financing to purchase inventory or to finance future accounts receivable. During
2001, the Company reduced its revolving line of credit from $38,679,000 to
$4,485,000 through the collection of accounts receivable and the sale of
inventory to Grupo pursuant to the Grupo Agreement. As of March 31, 2002, the
revolving line of credit has been further reduced to approximately $1,793,000.

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. AHS owes its lender
approximately $7,090,000 under the Letter of Credit Agreement, and the Company
owes AHS the same amount.

In February 2001, the Company entered into a Securities Purchase Agreement with
KC Aris Fund I, L.P. ("KC") pursuant to which the Company is 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. To
date, KC has 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. At December 31, 2001, the
Company was delinquent in paying the quarterly interest payments due on July 31
and October 31, 2001. The Company made the quarterly interest payment due July
31, 2001 in January 2002 and KC has agreed not to call a default if the Company
pays the October 31, 2001 payment on March 29, 2002. In the event that KC calls
a default, the balance of $7,500,000 will become due and payable on demand. On
April 10, 2002, the chief executive officer of the Company received a letter
from the general partner ("GP") of KC stating that the limited partners ("LP")
of KC have instructed the GP of KC to give the Company until April 17, 2002, to
pay the overdue 2001 interest and until May 10, 2002, to pay the remaining
overdue 2002 interest. The LP's have instructed the GP, in the event that these
deadlines are not met, to take all necessary measures to put the Company in
default and collect upon the debt. On May 10, 2002, the Company paid the
interest payment due October 31, 2001, aggregating approximately $163,000, and
KC has not called a default but no assurance can be given that KC will not call
a default. The Company is continuing to negotiate with KC for a forbearance on
interest payments due in 2002.

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


                                      -14-
<PAGE>


BNY is owed $5,842,000. On October 23, 2001, the Company received a forbearance
from BNY relating to the $1,100,000 principal payment due November 5, 2001.
Under the terms of the forbearance, the Company paid BNY $500,000 in principal
along with the normally scheduled interest payment on November 5, 2001 and
received a deferral until March 3, 2002 on the balance of $600,000 principal
due. On February 21, 2002, the Company received a further forbearance on the
$600,000 principal payment that was due on March 3, 2002. BNY has agreed to
defer this principal amount as follows; $50,000 due on July 1, 2002; $100,000
due on July 31, 2002 and $450,000 due on September 3, 2002. The balance of BNY's
Note, $5,242,000, is payable on November 3, 2002. The Company intends to
negotiate with BNY for a restructuring of the payment term of the note.

The Company believes that its financing plan will be sufficient, at least
through March 31, 2003, to sustain its operations as a licensing and brand
management business and to payoff indebtedness under the credit facility and the
term loan, however, 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 a net loss of $5,658,000 for the three-month period ended
March 31, 2002 compared to a net loss of $3,075,000 for the three-month period
ended March 31, 2001.

During the three-months ended March 31, 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. Under 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. 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 store rent,
property and equipment write-downs of approximately $440,000 and goodwill
impairment charges of approximately $413,000 and an additional $291,000 of lease
termination costs relating to the 2000 restructuring reserve.

During the three-months ended March 31, 2001, the Company's loss was
attributable to its transition from a manufacturing operation into a licensing
and brand management business which resulted in lower sales as the Company
liquidated its remaining inventory at discounted price points and phased out the
costs of its former operations. This was offset by a recovery of approximately
$1,666,000 of restructuring charges that were accrued in the fourth quarter of
2000 relating to the remaining rent due under the Company's lease of its New
Bedford, Massachusetts warehouse.

REVENUES

Sales to Customers

The Company's net sales to customers decreased from $20,688,000 during the
three-month period ended March 31, 2001 to $997,000 during the three-months
ended March 31, 2002. This decrease of $19,691,000 was attributable to the
nature of the Company's business operation as a licensing business during the
entire first quarter of 2002 as compared to the transition from a manufacturing
and wholesaling business to a licensing during the first quarter of 2001. The
Grupo agreement was effective March 1, 2001.

Sales to Licensee

Sales to licensee in the amount of $5,558,000 during the three-months ended
March 31, 2001 represented the sales of inventory to the Company's new licensee,
Grupo, under Grupo's Agreement to purchase essentially all of the Company's
March 1, 2001 inventory at cost. The sales of the


                                      -15-
<PAGE>


Company's inventory to Grupo were completed in January 2002.

Royalty Income

The Company's royalty income increased from $1,822,000 during the three-months
ended March 31, 2001, to $2,088,000 for the three-months ended March 31, 2002.
This increase was attributable, in part, to $1,254,000 in royalty income earned
under the Company's license Agreement with Grupo. This increase was offset by
the default of Grupo which cost the Company approximately $1,000,000 in
additional royalties which were due under the Grupo agreement. For the first
quarter of 2001 the Company had only earned one month of minimum royalty from
license agreement with Grupo which was effective on March 1, 2001.

GROSS PROFIT

Gross Profit for the three-months ended March 31, 2002 was $2,482,000 or 80.5%
of revenues compared to $8,470,000 or 29.5% of revenues for the three-months
ended March 31, 2001. Gross profit as a percentage of revenues for the
three-months ended March 31, 2002, represents a full quarter as a licensing and
brand management business as compared to the three-months ended March 31, 2001,
during which the Company was in transition from a manufacturing and wholesaling
business to a licensing and brand management business.

 SELLING AND ADMINISTRATIVE EXPENSES

Selling and Administrative expenses were $5,388,000 or 174.7% of revenue for the
three-months ended March 31, 2002 as compared to $13,198,000 or 45.9% of revenue
for the three-months ended March 31, 2001. Selling and Administrative expenses
as a percentage of revenues for the three- months ended March 31, 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. 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 $2,000,000 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. Selling and
administrative expenses as a percentage of revenue for the three-months ended
March 31, 2001, reflect the blended nature of the Company's business operations
into a licensing and brand management business. Under the terms of the Grupo
Agreement, effective March 1, 2001 Grupo assumed the majority of the Company's
responsibilities for Selling and Administrative expenses except for expenses
relating to the Company's corporate functions and costs incurred in the
operation of the Company's New Bedford warehouse, which closed on June 22, 2001.

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 three-month period ended
March 31, 2002, the Company recorded an impairment charge of $853,000 relating
to property and equipment and goodwill associated with its


                                      -16-
<PAGE>


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

In an effort to improve the overall profitability of the Company, the Company
closed three of its four full price retail stores in the first quarter of fiscal
2002. The Company closed its two retail locations on Broadway in Lower Manhattan
along with its retail store on Rodeo Drive in Los Angeles. 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 $440,000 and goodwill impairment charges
of approximately $413,000.

During the three-month period ended March 31, 2001, the Company recognized a
recovery of approximately $1,666,000 of restructuring charges that were accrued
in the fourth quarter of 2000 relating to the remaining rent due under the
Company's lease of its New Bedford, Massachusetts warehouse. Under the terms of
the settlement agreement reached with its landlord, the Company was released
from all obligations under the lease in exchange for cash payments of $850,000.

INTEREST EXPENSE

Interest expense for the three-months ended March 31, 2002 was $522,000 as
compared to $1,215,000 for the three-months ended March 31, 2001. This decrease
was primarily attributable to the continuing reduction in borrowings under the
Company's financing agreement as a result of the transition into a licensing and
brand management business, as previously discussed, along with reductions in the
prime lending rate.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


                           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 will not have a material
adverse effect on its consolidated financial position and results of operations
at March 31, 2002. In addition, the following updates information regarding
certain litigation to which the Company is subject:

     1411 TrizecHahn-Swig, LLC v. Aris:
     ---------------------------------

On March 1, 2001, TrizecHahnSwig, LLC, the landlord of the Company's premises at
1411 Broadway, commenced a non-payment proceeding against the Company in the
Civil Court of the City of New York. The proceeding sought rent arrears and
possession of the premises. On December 19, 2001 said action was dismissed by
Order by Honorable Robert Sackett, J.C.C.. Aris commenced an action against
TrizecHahnSwig, LLC, in the Supreme Court of the State of New York, County


                                      -17-
<PAGE>


of New York, seeking a declaratory judgement that the 1411 lease terminated as
of January 31, 2001. This action was dismissed by order of Honorable Sheila
Abdus-Salaam, J.S.C. on May 22, 2001. In May 2002, the Apellate Division
affirmed the dismissal of the complaint. The Company has surrendered possession
of the premises at 1411 Broadway. In January 2002 TrizecHahnSwig, LLC, commenced
a new action against Aris in the Supreme Court of the State of New York, County
of New York seeking rent arrears in the amount of $703,000. The Company is
defending this action, has noticed a motion to dismiss and will defend the
action and raise counter-claims. TrizecHahnSwig, LLC, has offered to settle this
matter in exchange for a payment of $1,000,000 by the Company. The Company is
currently evaluating this offer.

     Minolta Business Solutions, Inc. v. XOXO: On August 28, 2001, Minolta
Business Solutions, Inc. ("Minolta") filed a complaint in the Los Angeles
Superior Court alleging breach of contract and various related claims against
XOXO. Minolta and XOXO had entered into a three-year lease whereby Minolta would
provide color copier equipment to XOXO. The lease was cancelled because XOXO was
not satisfied with Minolta's copier equipment, and Minolta now claims that XOXO
still owes it $49,038.97 as a result of that cancellation. XOXO disputes that
any amount is owed to Minolta at all, and intends to defend the matter
vigorously. The matter is set for trial on August 5, 2002, and the prevailing
party may be liable to pay the other party's attorneys' fees and other
litigation expenses. In April 2002, the Company reached a settlement agreement
with Minolta for $17,500.

     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. On March 11, 2002, the Superior Court set the matter
for trial on April 8, 2002, although it is not expected that this trial date
will be continued now that possession of the premises is not at issue. The
Superior Court has vacated the date originally set for trial of this action. It
is expected that this action will be tried in or about late 2002 or early 2003,
if it cannot be settled before that time. XOXO wishes to pursue a settlement
with the plaintiff but also intends to contest the plaintiff's allegations and
defend the action if necessary. Under the terms of the lease, XOXO may
potentially be liable for approximately $1.8 million in future rent, plus
attorneys' fees and costs, but that figure should be reduced substantially as a
result of the plaintiff's obligation to mitigate its damages.

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

None.


                                      -18-
<PAGE>


ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None


                                      -19-
<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: May 20, 2002        By  /s/
                              -------------------------------
                              Paul Spector
                              Chief Financial Officer / Treasurer


                                      -20-
<PAGE>


(c)  INDEX TO EXHIBITS
     -----------------

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

      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.
</TABLE>

                                                  -21-
<PAGE>

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

      10.116         Agreement and Plan of Merger dated July 19, 1999                               (19)
                     by and among Aris Industries, Inc., XOXO
                     Acquisition Corp. and Lola, Inc. and its shareholders
                     ("Agreement and Plan of Merger").  The exhibits
                     and schedules to the Agreement and Plan of Merger
                     are listed on the last page of such Agreement.  Such
                     exhibits and schedules have not been filed by the
                     Registrant, who hereby undertakes to file such
                     exhibits and schedules upon request of the
                     Commission.

      10.117         Amendment No. 1 to Agreement and Plan of                                       (19)
                     Merger.

      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)

      10.124         Employment Agreement with Maurice Dickson                                      (21)

      10.125         Agreement between the Company and certain of its                               (21)
                     subsidiaries and Grupo Xtra dated January, 2001
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Filed as Indicated
                                                                                             Exhibit to Document
                                                                                                Referenced in
    Exhibit No.                                 Description                                     Footnote No.
    -----------                                 -----------                                  -------------------
<S>    <C>           <C>                                                                            <C>
      10.126         Form Securities Purchase Agreement Dated as of                                 (21)
                     February, 2001 between the Company and KC Aris
                     Fund I, L.P.

        21.          List of Subsidiaries                                                           (21)
----------------
(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.
</TABLE>

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

*    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.


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