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, 2004


                              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.)


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


Registrant's telephone number, including area code: (212) 354-4600

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

        YES  X                                        NO ___
            ---

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


        YES ___                                       NO  X
                                                         ---


Number of shares of Common Stock outstanding                         108,819,527
As of May 14, 2004


<PAGE>



                              ARIS INDUSTRIES, INC.

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

         Item 1.  Financial Statements

<S>               <C>      <C>                                                                                    <C>
                  a.       Consolidated Condensed Balance Sheets as of
                           March 31, 2004 and December 31, 2003                                                   3

                  b.       Consolidated Condensed Statements of Operations for
                           the Three-Months Ended March 31, 2004
                           and March 31, 2003                                                                     4

                  c.       Consolidated Condensed Statements of Cash Flows for
                           the Three-Months Ended March 31,
                           2004 and March 31, 2003                                                                5

                  d.       Notes to Consolidated Condensed
                           Financial Statements                                                                   6



         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                                                     10

         Item 3.  Quantitative and Qualitative Disclosures
                           About Market Risk                                                                     13

         Item 4.  Controls and Procedures                                                                        13


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                                                              14

         Item 2.  Changes in Securities and Use of Proceeds                                                      17

         Item 3.  Defaults upon Senior Securities                                                                17

         Item 4.  Submission of Matters to a Vote of Security
                  Holders                                                                                        17

         Item 5.  Other Information                                                                              17

         Item 6.  Exhibits and Reports on Form 8-K                                                               17

SIGNATURES                                                                                                       18
</TABLE>


<PAGE>


                  ARIS INDUSTRIES, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                                            March 31,            December 31,
ASSETS                                                                        2004                   2003
                                                                      ---------------------------------------------
                                                                           (Unaudited)
<S>                                                                                  <C>                   <C>
Current assets:
   Cash and cash equivalents                                                           $196                   $953
   Receivable from related party, net of allowance for
      doubtful accounts of $3,190 and $2,000                                            160                  1,761
   Current portion of note receivable                                                 2,000                  2,000
   Prepaid expenses and other current assets                                              3                    361
                                                                      ---------------------------------------------

                         Total current assets                                         2,359                  5,075

Property and equipment, net                                                             623                    679

Note receivable                                                                       2,500                  2,500

Other assets                                                                          2,105                  2,105
                                                                      ---------------------------------------------

                           TOTAL ASSETS                                              $7,587                $10,359
                                                                      =============================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
   Loans payable to related parties, including accrued interest                      $  660                   $660
   Current portion of capitalized lease obligations                                     400                    400
   Accounts payable                                                                   4,325                  4,631
   Accounts payable to related parties                                                   33                    199
   Accrued expenses and other current liabilities                                     4,950                  5,253
                                                                      ---------------------------------------------
                       Total current liabilities                                     10,368                 11,143

Capitalized lease obligations, net of current portion                                   376                    424
Other liabilities                                                                     1,737                  1,746
                                                                      ---------------------------------------------
                           Total liabilities                                         12,481                 13,313
                                                                      ---------------------------------------------

Commitments and contingencies

Stockholders' deficiency:
   Preferred stock, $.01 par value: 10,000 shares authorized; none
      issued and outstanding                                                              -                      -
   Common stock, $.01 par value: 200,000 shares authorized
      108,783 issued and outstanding at March 31, 2004
      and December 31, 2003                                                           1,088                  1,088
   Additional paid-in capital                                                        86,146                 86,146
   Accumulated deficit                                                              (92,128)               (90,188)
                                                                      ---------------------------------------------

                    Total stockholders' deficiency                                   (4,894)                (2,954)
                                                                      ---------------------------------------------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                       $7,587                $10,359
                                                                      =============================================

</TABLE>

See accompanying notes to consolidated condensed financial statements


                                      -3-
<PAGE>

<TABLE>
<CAPTION>

                   ARIS INDUSTRIES, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
                   (IN THOUSANDS, EXCEPT PER SHARE DATA)                               Three-                    Three-
                                                                                    Months Ended              Months Ended
                                                                                     March 31,                  March 31,
                                                                                        2004                      2003
                                                                               -----------------------    ----------------------

<S>                                                                                           <C>                       <C>
Revenue - royalty income                                                                          $63                    $2,116

Operating expenses - selling and administrative expenses                                       (1,990)                   (2,846)
                                                                               -----------------------    ----------------------

Loss from operations                                                                           (1,927)                     (730)

Interest expense, net                                                                             (13)                     (461)
                                                                               -----------------------    ----------------------

Loss from continuing operations before income taxes                                            (1,940)                   (1,191)

   Income tax provision                                                                             -                        (3)
                                                                               -----------------------    ----------------------

Loss from continuing operations                                                                (1,940)                   (1,194)

Discontinued operations - loss from discontinued operations                                         -                       (85)
                                                                               -----------------------    ----------------------

Net loss                                                                                      ($1,940)                  ($1,279)
                                                                               =======================    ======================

Basic and diluted net loss per share:
   Loss per share from continuing operations                                                   ($0.02)                   ($0.01)
   Loss per share from discontinued operations                                                      -                         -
                                                                               -----------------------    ----------------------

Net loss per share                                                                             ($0.02)                   ($0.01)
                                                                               -----------------------    ----------------------

   Weighted average shares outstanding - basic and diluted                                    108,783                   108,819

</TABLE>

See accompanying notes to consolidated condensed financial statements


                                      -4-
<PAGE>

<TABLE>
<CAPTION>

                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (UNAUDITED)                                               Three-                      Three-
                (IN THOUSANDS, EXCEPT PER SHARE DATA)                               Months Ended                Months Ended
                                                                                      March 31,                   March 31,
                                                                                        2004                        2003
                                                                                ----------------------      ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                           <C>                         <C>
     Net loss from continuing operations                                                      ($1,940)                    ($1,194)

      Adjustments to reconcile net loss from continuing operations to net
          cash (used in) provided by operating activities:

           Depreciation and amortization                                                           56                         476
           Non-cash stock based compensation                                                        -                           7
           Provision for doubtful accounts-related party                                        1,190                           -
     Change in assets and liabilities :
           Decrease in receivables                                                                411                         748
           Decrease / (increase) in prepaid expenses and other current assets                     358                          (1)
           Increase in other assets                                                                 -                          (2)
           (Decrease) / increase in accounts payable                                             (306)                        436
           (Decrease) / increase in accounts payable to related parties                          (166)                        121
           Decrease in accrued expenses and other current liabilities                            (303)                       (184)
           Decrease in other liabilities                                                           (9)                        (31)
                                                                                ----------------------      ----------------------

                          Net cash (used in) provided by operating activities                    (709)                        376
                                                                                ----------------------      ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayments of long-term debt and capital leases                                              (48)                        (72)
     Advances from related party                                                                    -                         385
     Decrease in borrowings under revolving credit facility                                         -                        (368)

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

                          Net cash used in financing activities                                   (48)                        (55)
                                                                                ----------------------      ----------------------

                          Net cash (used in) provided by continuing operations                   (757)                        321

                          Net cash used in discontinued operations                                  -                          (5)
                                                                                ----------------------      ----------------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                             (757)                        316

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                    953                           0
                                                                                ----------------------      ----------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                          $196                        $316
                                                                                ======================      ======================

</TABLE>


                                      -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, 2004
and for the three-month  periods ended March 31, 2004 and 2003 are unaudited and
reflect all adjustments consisting of normal recurring adjustments 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, 2003 was
derived from audited  financial  statements but does not include all disclosures
required by  accounting  principles  generally  accepted in the United States of
America. The accompanying  consolidated condensed financial statements have been
prepared  in  accordance  with  accounting  standards  appropriate  for  interim
financial  statements  and  should  be read in  conjunction  with the  financial
statements and notes thereto included in Aris  Industries,  Inc. (the "Company",
the  "Registrant"  or  "Aris")  Annual  Report on Form  10-K for the year  ended
December 31, 2003. The operating results for the three-month  period ended March
31, 2004 are not necessarily  indicative of the operating results to be expected
for the year ending December 31, 2004.

2. LIQUIDITY RISKS

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

         The Company has  continued  to incur losses from  operations  and had a
working capital deficit of $8,009,000 at March 31, 2004 as compared to a working
capital deficit of $6,068,000 at December 31,


                                       6
<PAGE>


2003.  As a result of the sale of the  Company's  XOXO(R)  trademark and certain
related assets, the Company has satisfied all obligations  that were  previously
outstanding under its credit facility and certain other debt instruments.

         On May 7, 2003,  the Company  signed a  definitive  trademark  purchase
agreement with Global Brand Holdings,  LLC ("Global")  providing for the sale of
the trade name and service  mark  XOXO(R) and the  trademarks  XOXO(R),  XOXO IN
AMERICA AND ABROAD(R),  LOLA(R) and FRAGILE(R) along with certain related assets
and  accompanying  goodwill  for a total sum of $43 million in cash.  On July 2,
2003,  the Company  completed the sale of the trade name and service  mark.  The
Company  received  $43  million in cash at  closing of which $2 million  was set
aside in one escrow account and $1 million was set aside in an additional escrow
account,  to secure  certain  post-closing  obligations  of the Company.  As the
result of a default by an XOXO  licensee  and claims  arising  from a transition
agreement,  the $2 million  dollar escrow  account was reduced by  approximately
$1,498,000. The Company collected the remaining balance of this escrow account
in April 2004. The remaining escrow account does not expire until the third
anniversary of the transaction date.

         On December 22, 2003,  pursuant to an Asset  Purchase  Agreement  dated
December 22, 2003, BP Clothing  Company,  Inc. ("BP"),  an indirect wholly owned
subsidiary of the Company,  and Adamson  Apparel,  Inc.  ("Adamson"),  a related
party, sold to a newly created  limited liability company,  BP Clothing LLC (the
"Buyer"),  an unaffiliated company,  substantially  all of the operating assets,
including licensed trademark rights and other intangibles,  inventory, machinery
and  equipment,  rights under  customer  sales  orders and open vendor  purchase
orders of BP and Adamson relating to the  manufacture,  distribution and sale of
the Baby Phat(R) line of clothing and related accessories  pursuant to a License
Agreement by and between Phat  Fashions LLC and BP dated as of July 1, 1999 (the
"License  Agreement").  In connection  with the  transaction,  Phat Fashions LLC
terminated  the  License  Agreement  with  BP and  entered  into  a new  license
agreement  with  Buyer  (the "New  License").  Adamson  had been  operating  the
business pursuant to a sub-license with BP.

         In accordance with the Asset Purchase  Agreement,  BP was to receive an
initial  payment of  $2,500,000  in cash at closing.  This amount was reduced by
approximately $1,200,000 of offsets. In addition, Buyer issued a promissory note
payable to BP in the principal amount of $4,500,000, after additional offsets of
approximately  $500,000, and has agreed to pay $2,000,000 to the Company in June
2004 and  $2,500,000 at a rate of 1% of net sales each month  commencing on July
18, 2004 and ending on the  maturity  date,  June 30,  2005,  or sooner if fully
paid.

         In May 2004 the Company and Buyer  restructured the $2,000,000  payment
due in June 2004. As a result of this restructuring the Company will receive the
$2,000,000  in weekly  installments  which vary from  $100,000 to  $200,000  and
commence on May 13,  2004 and  continue  through  August 15,  2004.  The payment
structure of the final $2,500,000 is unchanged.

         In 2004,  the Company began  licensing its Members  Only(R)  trademark,
which is its only remaining trademark.

         As a  result  of the  trademark  assets  sale  and  the  sale of the BP
license,  the Company has repaid a substantial portion of its indebtedness.  The
Company intends to finance its remaining  operations through (i) royalties which
the Company is due from the license of its Members Only trademark, (ii) payments
of escrow funds due from the trademark assets sale and collection of the balance
of proceeds


                                       7
<PAGE>


from the sale of licensed  trademark  rights,  (iii) continued  reduction of the
Company's  overhead and, (iv) continued  negotiated  settlements  with its other
creditors.

         The Company  believes that its financing  plan will be  sufficient,  at
least  through  March 31,  2005,  to  sustain  its  operations.  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.

3. DISCONTINUED OPERATIONS

         The Company had been engaged in the business of designing,
manufacturing and marketing men's and boy's outerwear and women's sportswear,
loungewear and swimwear under a variety of trademarks which were owned or
licensed from others. During 2001, the Company substantially completed its
transformation from a manufacturer, importer and wholesaler to a licensor or
sub-licensor of its owned or licensed trademarks. On May 7, 2003, the Company
signed a definitive trademark purchase agreement with Global providing for the
sale of the trade name and service mark XOXO(R) and the trademarks XOXO(R), XOXO
IN AMERICA AND ABROAD(R), LOLA(R) and FRAGILE(R) along with certain related
assets and accompanying goodwill. On December 22, 2003, the Company sold its
rights to use the Baby Phat(R) trademark pursuant to a License Agreement by and
between Phat Fashions LLC and BP dated as of July 1, 1999. As a result of the
transformation into a licensing operation and the sale of the Company's owned
and licensed trademarks, operating results relating to manufacturing,
wholesaling and retailing have been excluded from the results from continuing
operations and are classified as discontinued operations for all periods
presented in accordance with the requirements of SFAS144 "Accounting for
Impairment or Disposal of Long-Lived Assets".

         Discontinued operations for the three-months ended March 31, 2003
include all sales, commissions, cost of goods sold and selling and
administrative expenses recorded in connection with the Company's former retail
operations.

         The summary of the operating results of the discontinued operations is
as follows (000 omitted):

                                        Three-Months Ended
                                          March 31, 2003
Revenues                                     $1,094
Cost of goods sold                             (543)
                                             ------
Gross profit                                    551
Selling and administrative
   expenses                                    (636)
                                             ------
Loss from discontinued
   operations                                $  (85)
                                             ======


                                       8
<PAGE>

4. PER SHARE DATA

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

         Options and warrants to purchase 6,478,345 and 10,136,345 shares of
common stock were outstanding as of March 31, 2004 and 2003, respectively, but
were not included in the computation of diluted loss per share because the
effect of their assumed exercise would be anti-dilutive.

5. STOCK INCENTIVE PLAN

         The Company has a stock incentive plan which is described more fully in
Note 7 of the Company's Annual Report on Form 10-K for 2003. The Company
accounts for this plan using the intrinsic value method under the recognition
and measurement principles of APB Opinion No. 25, "ACCOUNTING FOR STOCK ISSUED
TO EMPLOYEES", and related interpretations. No stock-based employee compensation
cost is reflected in net loss for the three-months ended March 31, 2004 and 2003
as all options granted under the plan have an exercise price equal to the market
value of the underlying common stock on the date of grant. The following table
illustrates the effect on net loss and net loss per share if the Company had
applied the fair value recognition provisions of FASB Statement No. 123,
"Accounting for Stock-Based Compensation", to stock-based employee compensation
and amortized the cost over the vesting period (in thousands, except per share
data):

                                         Three-Months Ended   Three-Months Ended
                                            March 31, 2004       March 31, 2003
Net loss, as reported                          $(1,940)             $(1,279)
Deduct: Total stock-based employee                                      145
compensation expenses determined
under fair value based method for all
awards
                                                ------               ------
Net loss , pro forma                            (1,940)              (1,424)
                                                ======               ======
Net  loss per share-basic and diluted
   As reported                                  $(0.02)              $ (0.01)
   Pro forma                                     (0.02)                (0.01)


                                       9
<PAGE>


6. RELATED PARTY TRANSACTIONS

         In the fourth quarter of 2003, the Company's chief executive officer
loaned the Company $660,000. This loan is payable on demand and bears interest
at prime plus 1/4%. This loan was outstanding as of March 31, 2004.

         Adamson is majority owned by the Company's chairman and chief executive
officer and principal stockholder. As of March 31, 2004, Adamson was indebted
to the Company in the amount of $3,350,000 which is payable on demand and bears
no interest. All but $160,000 of this amount has been reserved at March 31,
2004, including $1,190,000 which was reserved in the three-month ended March 31,
2004.

7.      CONTINGENCIES

         The Company, in the ordinary course of its business, is the subject of,
or a party to, various pending or threatened legal actions. While it is not
possible at this time to predict the outcome of any litigation, the Company may
not be able to satisfy an adverse judgement in certain of these actions, which
may have a material adverse effect on its financial position, results of
operations and cash flows.

                     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, 2004 and 2003 should be read in conjunction with the consolidated condensed
financial statements, including the notes thereto, included on pages 3 through
10 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


                                       10
<PAGE>

encountered by customers. All statements other than statements of historical
facts included in this Annual Report, including, without limitation, the
statements under "Management's Discussion and Analysis of Financial Condition,"
are forward-looking statements. Although the Company believes that expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.

ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 146

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

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

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

            As of March 31, 2004, the Company had a working capital deficit of
approximately $8,009,000 compared to a working capital deficit of approximately
$6,068,000 at December 31, 2003. The increase in the working capital deficit was
primarily due to the Company's loss from operations. During the three-months
ended March 31, 2004, the Company financed its working capital requirements
principally through licensing revenue from its Members Only license along with
the proceeds from the Asset Purchase Agreement relating to the sale of it's Phat
Farm license in December 2003 (see Note 2).

            On May 7, 2003, the Company signed a definitive trademark purchase
agreement with Global Brand Holdings, LLC ("Global") providing for the sale of
the trade name and service mark XOXO(R) and the trademarks XOXO(R), XOXO IN
AMERICA AND ABROAD(R), LOLA(R) and FRAGILE(R) along with certain related assets
and accompanying goodwill for a total sum of $43 million in cash. On July 2,
2003, the Company completed the sale of the trade name and service mark. The
Company received $43 million in cash at closing of which $2 million was set
aside in one escrow account and $1 million was set aside in an additional escrow
account, to secure certain post-closing obligations of the Company. As the
result of a default by an XOXO licensee and claims arising from a transition
agreement, the $2 million dollar escrow account was reduced by approximately
$1,498,000. The Company collected the remaining balance of this escrow account
in April 2004. The remaining escrow account does not expire until the third
anniversary of the transaction date.


                                       11
<PAGE>


         On December 22, 2003, pursuant to an Asset Purchase Agreement dated
December 22, 2003, BP Clothing Company, Inc. ("BP"), an indirect wholly owned
subsidiary of the Company, and Adamson Apparel, Inc. ("Adamson"), a related
party, sold to a newly created limited liability company, BP Clothing LLC (the
"Buyer"), an unaffiliated company, substantially all of the operating assets,
including licensed trademark rights and other intangibles, inventory, machinery
and equipment, rights under customer sales orders and open vendor purchase
orders of BP and Adamson relating to the manufacture, distribution and sale of
the Baby Phat(R) line of clothing and related accessories pursuant to a License
Agreement by and between Phat Fashions LLC and BP dated as of July 1, 1999 (the
"License Agreement"). In connection with the transaction, Phat Fashions LLC
terminated the License Agreement with BP and entered into a new license
agreement with Buyer (the "New License"). Adamson had been operating the
business pursuant to a sub-license with BP.

         In accordance with the Asset Purchase Agreement, BP was to receive an
initial payment of $2,500,000 in cash at closing. This amount was reduced by
approximately $1,200,000 of offsets. In addition, Buyer issued a promissory note
payable to BP in the principal amount of $4,500,000, after additional offsets of
approximately $500,000, and has agreed to pay $2,000,000 to the Company in June
2004 and $2,500,000 at a rate of 1% of net sales each month commencing on July
18, 2004 and ending on the maturity date, June 30, 2005, or sooner if fully
paid.

            In May 2004 the Company and Buyer restructured the $2,000,000
payment due in June 2004. As a result of this restructuring the Company will
receive the $2,000,000 in weekly installments which vary from $100,000 to
$200,000 and commence on May 13, 2004 and continue through August 15, 2004. The
payment structure of the final $2,500,000 is unchanged.

         In 2004, the Company began licensing its Members Only(R) trademark,
which is its only remaining trademark.

         As a result of the trademark assets sale and the sale of the BP
license, the Company has repaid a substantial portion of its indebtedness. The
Company intends to finance its remaining operations through (i) royalties which
the Company is due from the license of its Members Only trademark, (ii) payments
of escrow funds due from the trademark assets sale and collection of the balance
of proceeds from the sale of licensed trademark rights, (iii) continued
reduction of the Company's overhead and, (iv) continued negotiated settlements
with its other creditors.

            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 $1,940,000 for the three-month
period ended March 31, 2004 compared to a net loss of $1,279,000 for the
three-month period ended March 31, 2004.


                                       12
<PAGE>


            During the three-months ended March 31, 2004, the Company's loss was
attributable to a significant reduction in revenues as the result of the sale,
in 2003, of the Company's XOXO trademark and licensing operations and its Baby
Phat sub-license (see Note 2). In addition, the Company reserved $1,190,000 as
an allowance against receivables from Adamson.

            During the three-months ended March 31, 2003, the Company's loss was
attributable to an increase in legal expenses, the write-off of previously
recognized XOXO license royalties and a soft retail environment which affected
sales at Adamson and negatively impacted the Company's royalty revenue.

ROYALTY INCOME - CONTINUING OPERATIONS

            The Company's royalty income decreased from $2,116,000 during the
three-months ended March 31, 2003 to $63,000 for the three-months ended March
31, 2004. This decrease was attributable to the sale, in 2003, of the Company's
XOXO trademark and licensing operations and its Baby Phat sub-license (see Note
2).

 SELLING AND ADMINISTRATIVE EXPENSES - CONTINUING OPERATIONS

            Selling and Administrative expenses were $1,990,000 for the
three-months ended March 31, 2004 as compared to $2,846,000 for the three-months
ended March 31, 2003. Selling and Administrative expenses for the three-months
ended March 31, 2004 were adversely affected by the sale, in 2003, of the
Company's XOXO trademark and licensing operations and its Baby Phat sub- license
(see Note 2). The Company's royalty revenue for the current quarter was derived
only from its Members Only license. In addition, the Company reserved $1,190,000
as an allowance against receivables from Adamson. Selling and Administrative
expenses for the three-months ended March 31, 2003 continued to be negatively
impacted by legal expenses incurred in the Company's defense of various
lawsuits, the abandonment in 2002 of three retail locations and the ongoing
negotiations with its creditors to settle outstanding amounts due them. This was
partially offset as the Company continued to benefit from Adamson's assumption
of Grupo's responsibility for most of the Company's operating overhead.

DISCONTINUED OPERATIONS

            Discontinued operations for the three-months ended March 31, 2003
include all sales, commissions, cost of goods sold and selling and
administrative expenses recorded in connection with the Company's former retail
operations.

INTEREST EXPENSE

            Interest expense for the three-months ended March 31, 2004 was
$13,000 as compared to $461,000 for the three-months ended March 31, 2003. This
decrease was attributable to the


                                       13
<PAGE>


satisfaction of the Company's indebtedness under its credit facility and other
interest bearing instruments in 2003.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

            At the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and the Chief
Financial Officer, of the Company's disclosure controls and procedures pursuant
to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures are effective. During the first quarter of 2004, there
were no changes in the Company's internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

                                  PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

     FASHION WORLD-SANTA V. LOLA, INC.:
     ---------------------------------

              On February 11, 2002, Fashion World-Santa filed an unlawful
     detainer action against Lola, Inc. ("Lola") in the Los Angeles Superior
     Court. That action sought to evict Lola, on grounds of non- payment of
     rent, from an XOXO retail store located in Beverly Hills, California. Lola
     is a party to a five-year lease for that store, and that lease does not
     expire until April 2006. XOXO Clothing Company, Inc. responded to the
     complaint as successor in interest to Lola, Inc. On August 21, 2003, the
     Company and Fashion World-Santa agreed to settle the dispute. The Company
     has agreed to pay Fashion World-Santa $900,000, $20,000 of which was paid
     on signing and $20,000 is payable monthly on the 15th of each month
     beginning in October 2003, and continuing for the next 44 months.


                                       14
<PAGE>

     CHRISTI WILSON V. ARIS:



              On July 31, 2002, Christi Wilson, a former employee of the Company
     filed suit in the Supreme Court of the State of New York, County of New
     York, claiming that her commission agreement was breached by the Company.
     Ms.Wilson is seeking damages for commissions allegedly due under the
     agreement, and an unstated amount of alleged damages regarding a claim of
     slander. The material allegations of the complaint have been denied and the
     Company has filed counterclaims alleging breach of contract, breach of duty
     of good faith and fair dealing, breach of fiduciary duty, theft of trade
     secrets and tortious interference with prospective economic advantage.
     Discovery in this matter is ongoing. Ms. Wilson recently filed a motion for
     summary judgement. The Company also intends to file a motion for summary
     judgement to dismiss a portion of her claims.

     JENNY'S GARMENTS INC. V. ARIS INDUSTRIES ET AL:

              Jenny's Garments Inc.("Jenny") filed a compliant against Aris and
     certain of its subsidiaries and current and former officers, as well as
     other defendants, in the Supreme Court of New York State, New York County,
     on or about December 23, 2003. The suit seeks recovery from Aris and other
     defendants in the total amount of $843,947 for goods that were sold and
     delivered by Jenny to defendants unrelated to Aris. The suit asserts claims
     for breach of contract, quasi-contract and fraud and seeks compensatory and
     punitive damages. Aris answered the complaint on or about February 17, 2004
     denying liability and asserting various affirmative defenses. The Company
     believes that there is a substantial likelihood of defeating all claims
     asserted as neither Aris nor its subsidiaries were the contracting parties
     for the goods.

     CAMPERS WORLD INTERNATIONAL, INC. V. PERRY ELLIS INTERNATIONAL
     AND ARIS INDUSTRIES, INC.:

              Campers World instituted an action in the United States District
     Court for the Southern District of New York in January 2002 against Perry
     Ellis International, Inc. ("PEI") and the Company. The complaint alleges
     that Campers World purchased approximately 460,000 pairs of PEI jeans from
     Aris for approximately $4,600,000 and subsequently sold those jeans to
     Costco. PEI thereafter informed Costco that the sale by Campers World to it
     was an unauthorized use of PEI's trademarks and that Aris was not
     authorized to sell the jeans to Campers World or to permit it to allow
     Campers World to sell jeans to Costco. Campers World seeks return of the
     purchase price and other damages from Aris. PEI has also asserted a
     cross-claim against Aris and its subsidiaries and the Company's chief
     executive officer alleging that Aris violated various license agreements
     regarding PEI's trademarks and also committed trademark infringement. The
     Company settled Campers World's claim by agreeing to pay $100,000 over a
     twenty month period. The Company is defending PEI's claim on the basis of a
     release PEI issued to the Company and its affiliates in June 2001.

     MELVILLE REALTY COMPANY, INC.V XOXO, EUROPE CRAFT IMPORTS
     AND ARIS, AS SUCCESSORS TO LOLA INC.

              Melville instituted an action in the Supreme Court of the State of
     New York, County of NewYork claiming that the Company is liable on an
     alleged guaranty by Lola, Inc. on rent obligations of 8-3 Retailing Inc.
     ("8-3"), a subsidiary Europe Craft Imports, Inc., which is subsidiary of
     the Company, pertaining to an alleged sublease of a retail store at
     732 Broadway, New York, New York. This action does not allege an
     acceleration of rent obligations. This action seeks


                                       15
<PAGE>


     compensatory damages of $391,964, along with sums "to become due pursuant
     to the terms of the alleged Sublease". This litigation is being vigorously
     defended.

     426 WEST BROADWAY ASSOCIATES, L.P. V ARIS, 8-3, XOXO, 8-3 D/B/A XOXO, LOLA,
     INC., XOXO OUTLETS INC., 8-3 A/K/A 8-3 RETAIL INC. A/K/A XOXO, ECI, XOXO
     CLOTHING COMPANY, IN.

              426 West Broadway Associates instituted an action in the Supreme
     Court of the State of New York, County of New York claiming rent arrears on
     a retail store located at 426 West Broadway, New York, New York. This
     action pleaded compensatory damages in the sum of $177,127 with interest
     from 2/1/02, and compensatory damages on a claim of "anticipatory breach of
     lease agreement" (however, this is alleged in lieu of a claim for
     accelerated rent, which the lease does not contain or provide for as a
     remedy). This litigation is being vigorously defended.

     EUROPE CRAFT IMPORTS, INC. VS. CORPORATE REALTY INCOME FUND I, LP AND
     475 FIFTH AVENUE LIMITED PARTNERSHIP

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

     GREEN 1466 BROADWAY LLC VS. XOXO CLOTHING COMPANY, INC. D/B/A
     XOXO F/K/A LOLA, INC. D/B/A XOXO, INC.

     Green 1466 Broadway LLC instituted a summary proceeding in the Civil Court
     of the City of New York, County of New York, regarding office space at 1466
     Broadway, New York, New York. This action was discontinued by a Stipulation
     of Settlement. No money was paid by XOXO Clothing Company, Inc. for the
     discontinuance.

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

     BRISTOL INDUSTRIAL I, LLC commenced an action against Sheila Clothing
     Company, Inc. (formerly known as XOXO Clothing Company, Inc.) for breach of
     a lease for an industrial warehouse space in the City of Commerce,
     California. The landlord previously filed an action for unlawful detainer
     when Sheila defaulted on its payment of rent in June 2003, and at that time
     Sheila agreed to give up possession of the premises and the landlord agreed
     to dismiss its unlawful detainer action. However, the landlord later
     commenced this action for breach of lease, alleging lost rent because of
     its alleged inability to re-let the premises through the end of the lease
     term, which expired December 31, 2003. The landlord is suing Sheila as
     lessor and Aris as guarantor of the lease.


                                       16
<PAGE>


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

     CORPORACION FABRIL ("Cofaco") had commenced an action against the Company
     in the United States District Court for the Southern District of New York
     seeking $146,431.50 for the delivery of merchandise it claims the Company
     did not pay for. On March 24, 2004, the Company and Cofaco agreed to
     compromise and settle the claims raised in the suit. Aris agreed to pay
     Cofaco $100,000 in $5,000 installments beginning in March 2004 with the
     final payment due in October 2005.

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

     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

     ITEM 5. OTHER INFORMATION

     None


                                       17
<PAGE>


     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     None


                                       18
<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 18,  2004      By /S/
                                 -------------------------------
                                  Paul Spector
                                  Chief Financial Officer / Treasurer


                                       19
<PAGE>


      (c) INDEX TO EXHIBITS

<TABLE>
<CAPTION>

                                                                                                Filed as Indicated
                                                                                                    Exhibit to
        Exhibit                                   Description                                        Document
        -------                                   -----------                                     Referenced in
          No.                                                                                      Footnote No.
          ---                                                                                   ------------------

<S>       <C>                                                                                          <C>
          3.3             Restated Certificate of Incorporation filed on June                          (3)
                          30, 1993

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

          3.5             Amendment to the Restated Certificate of                                     (20)
                          Incorporation filed with the Secretary of State on
                          July 29, 1999

          3.6             Amendment to the Restated Certificate of                                     (21)
                          Incorporation filed with the Secretary of State in
                          January 2001

         10.67            Series A Junior Secured Note Agreement dated as                              (3)
                          of 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                                (3)
                          June 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                                   (17)
                          February 26, 1999, between Aris Industries, Inc.,
                          Apollo Aris Partners, L.P., AIF, L.P., The Simon
                          Group, L.L.C. and Arnold Simon.

</TABLE>


                                       20
<PAGE>


<TABLE>
<CAPTION>

                                                                                                Filed as Indicated
                                                                                                    Exhibit to
        Exhibit                                   Description                                        Document
        -------                                   -----------                                     Referenced in
          No.                                                                                      Footnote No.
          ---                                                                                   ------------------

<S>       <C>                                                                                          <C>
         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.
         10.115           Financing Agreement dated February 26, 1999 by                               (18)
                          and among the Company and its Subsidiaries and
                          CIT Commercial Group, Inc. and the other
                          Financial Industries named therein.
         10.118           Employment Agreement by and among the                                        (19)
                          Registrant, Europe Craft Imports, Inc., ECI
                          Sportswear, Inc., XOXO and Gregg Fiene, dated
                          August 10, 1999.

         10.119           Employment Agreement by and among the                                        (19)
                          Registrant, ECI, ECI Sportswear, Inc., XOXO and
                          Gregg Fiene, dated August 10, 1999.
         10.120           Shareholders' Agreement by and among the                                     (19)
                          Registrant, The Simon Group, LLC, Gregg Fiene, Michele
                          Bohbot and Lynne Hanson, dated August 10, 1999.

         10.121           Amendment No. 2 to Financing Agreement by and                                (19)
                          among Aris Industries, Inc., Europe Craft Imports,
                          Inc., ECI Sportswear, Inc., Stetson Clothing
                          Company, Inc., XOXO; the Financial Institutions
                          from time to time party to the Financing Agreement,
                          as Lenders; and The CIT Group/Commercial
                          Services, Inc. as Agent, dated
                          August 10, 1999.
         10.122           Amended and Restated 1993 Stock Option Plan                                  (16)
         10.123           Employment Agreement with Steven Feiner                                      (21)
         10.125           Agreement between the Company and certain of its                             (21)
                          subsidiaries and Grupo Xtra dated January, 2001

</TABLE>


                                       21
<PAGE>


<TABLE>
<CAPTION>

                                                                                                Filed as Indicated
                                                                                                    Exhibit to
        Exhibit                                   Description                                        Document
        -------                                   -----------                                     Referenced in
          No.                                                                                      Footnote No.
          ---                                                                                   ------------------

<S>       <C>                                                                                          <C>
         10.126           Form Securities Purchase Agreement Dated as of                               (21)
                          February, 2001 between the Company and KC Aris Fund I,
                          L.P.

         10.127           Trademark License Agreement Adamson Apparel,                                 (22)
                          Inc.
         10.128           Trademark Purchase Agreement                                                 (23)
         10.129           Asset Purchase Agreement                                                     (24)
           21             List of Subsidiaries                                                         (21)
          31.1            Certification of Chief Executive Officer pursuant to                         (25)
                          Section 302 of the Sarbanes/Oxley Act of 2002

          31.2            Certification of Chief Financial Officer pursuant to                         (25)
                          Section 302 of the Sarbanes/Oxley Act of 2002
           32             Certification under Section 906 of  the                                      (25)
                          Sarbanes/Oxley Act
     ----------------
     (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.

</TABLE>


                                       22
<PAGE>


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

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

     (20)         Omitted.

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

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

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

     (24)         Filed as an Exhibit to Form 8K filed December 22, 2003

     (25)         Filed herewith

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


                                       23