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|SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.  20549FORM 10-K[x]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                                          
          OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2000OR[  ]                                       TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d)
                                          
             OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________       to __________Commission file number 1-457BULOVA CORPORATION(Exact name of registrant as specified in its charter)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|New York                        |  |  | 11-1719409         
|------------------------------- |  |  | -------------------
|(State or other jurisdiction of |  |  | (I.R.S. employer   
|incorporation or organization   |  |  | identification no.)
|                                |  |  |                    
|                                |  |  |                    

|One Bulova Avenue, Woodside, New York 11377-7874
                                          
        (Address of principal executive offices) (Zip code)
                                          
                                        (718) 204-3300
                                          
       (Registrant's telephone number, including area code)
                                          
Securities registered pursuant to Section 12(b) of the Act: None
                                          
     Securities registered pursuant to Section 12(g) of the Act:
                                          
               Common Stock, par value $5.00 per share
                                          
                                      (Title of Class)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) 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 |           | 
|--- | --------- | -- | --------- | 
|    | _________ |    | _________ | 



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BULOVA CORPORATION
                                          
                   INDEX TO ANNUAL REPORT ON
                                          
                      FORM 10-K FILED WITH THE
                                          
      SECURITIES AND EXCHANGE COMMISSIONFor the Year Ended December 31, 2000

|Item
No. | PART I                                                                                   | Page
 No.
|-------- | ---------------------------------------------------------------------------------------- | ---------
|___      |                                                                                          | ___      
|         |                                                                                          |          
|1        | BUSINESS                                                                                 | 3        
|         |                                                                                          |          
|2        | PROPERTIES                                                                               | 3        
|         |                                                                                          |          
|3        | LEGAL PROCEEDINGS                                                                        | 3        
|         |                                                                                          |          
|4        | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                      | 4        
|         |                                                                                          |          
|         | PART II                                                                                  |          
|         |                                                                                          |          
|5        | MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
   STOCKHOLDER MATTERS              | 4        
|         |                                                                                          |          
|6        | SELECTED FINANCIAL DATA                                                                  | 4        
|         |                                                                                          |          
|7        | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
   CONDITION AND RESULTS OF OPERATIONS | 5        
|         |                                                                                          |          
|7A       | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
   RISK                            | 7        
|         |                                                                                          |          
|8        | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                              | 9        
|         |                                                                                          |          
|9        | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
   ACCOUNTING AND FINANCIAL DISCLOSURE | 23       
|         |                                                                                          |          
|         | PART III                                                                                 |          
|         |                                                                                          |          
|10       | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                       | 23       
|         |                                                                                          |          
|11       | EXECUTIVE COMPENSATION                                                                   | 24       
|         |                                                                                          |          
|12       | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
   MANAGEMENT                        | 25       
|         |                                                                                          |          
|13       | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                           | 26       
|         |                                                                                          |          
|         | PART IV                                                                                  |          
|         |                                                                                          |          
|14       | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
   FORM 8-K                       | 26       
|         |                                                                                          |          

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PART I
Item 1. Business.

Bulova Corporation (together with its subsidiaries referred to herein as "Registrant" or the "Company," unless the context otherwise requires) is a New York corporation. Loews Corporation ("Loews") owns approximately 97% of
Registrant's outstanding Common Stock. See Item 12 below of this Form 10-K.

Registrant is engaged in the distribution and sale of watches, clocks and timepiece parts for consumer use. The principal watch brands are Bulova, Caravelle, Accutron and Sportstime. Clocks are principally sold under the Bulova brand
name. The Registrant's product breakdown includes a luxury watch line represented by Accutron, a mid-ranged priced watch brand represented by Bulova, and a lower-priced watch line represented by Caravelle.

Bulova's principal markets are the United States and Canada which accounted for 90% and 9%, respectively, of sales. In Europe and the Far East, Registrant has appointed licensees who market watches under Registrant's trademarks in
return for a royalty. During 2000, Registrant terminated its South American distribution agreement and established a marketing subsidiary for Mexico and appointed foreign distributors in other countries. For additional information concerning Registrant's
sales in foreign markets, see Note 6 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

Registrant buys complete watches and clocks from foreign suppliers for substantially all of its products. Watch movements, cases and other components are also purchased from foreign suppliers. In the United States, most of Registrant's
consumer products are sold through major department stores, jewelry store chains, and premium outlets through Registrant's commission sales force and outside sales representatives.  In Canada and Mexico, Registrant, through marketing subsidiaries, sells
directly to retailers. The customer base is comprised of large retailers, small local chains and local independent jewelry shops. In 2000, 1999 and 1998, one customer represented approximately 15%, 13% and 13%, respectively, of sales. No other customer
represented more than 9% of the Company's sales.

The business is intensely competitive. The principal methods of competition are price, styling, product availability, aftersale service, warranty and product performance. In all six categories, Registrant occupies a favorable position
of long standing. There are approximately ten major competitors with well established names and positions in the principal markets in which Registrant competes. At least three of these have sales and assets substantially greater than the Registrant. In
addition, there are an indeterminate number of minor competitors.

It is characteristic of Registrant's business and of the watch industry generally that customer receivables from watch sales are carried for relatively long periods. Registrant grants its retailers seasonal credit terms, depending on
the product and date of sale. In certain circumstances, Registrant also extends credit to its retailers on an interest-bearing basis.

Any backlog of orders is not believed to be significant. The business is seasonal; with the greatest sales coming in the third and fourth quarters in anticipation of the holiday selling season.

 
;EMPLOYEES

Registrant currently employs approximately 500 persons, approximately 150 of whom are union members, and has experienced satisfactory labor relations. The Company has comprehensive benefit plans for substantially all employees.Item 2. Properties.

The Company owns an 80,000 square foot plant in Woodside, New York used for executive and sales offices, watch distribution, service and warehouse purposes and also owns a 91,000 square foot plant in Brooklyn, New York, for clock
service and warehouse purposes. In addition, the Company leases a 25,000 square foot plant in Toronto, Canada, for watch and clock sales and service and leases approximately 5,400 square feet of office space in Mexico, Federal District.

Item 3. Legal Proceedings.

None.

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Item 4. Submission of Matters to a Vote of Security Holders.  None.

PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters.

MARKET PRICES

The following table sets forth, for the periods indicated, the high and low bid prices for the Company's Common Stock in the over-the-counter market as reported by Carr Securities Corp. These quotations represent prices between
dealers and do not include retail mark-up, mark-down or commissions. They do not represent actual transactions.

2000
1999High
Low
High
LowFirst Quarter
$21.00
$17.50
$19.00
$18.13Second Quarter
17.50
15.00
19.50
18.50Third Quarter
15.00
13.50
20.00
19.50Fourth Quarter
13.75
12.75
20.00
19.50




The Company paid no dividends for the years ended December 31, 2000 and 1999.APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS   There were approximately 1,370 holders of record of common stock of the Company at February 28, 2001.Item 6. Selected Financial Data.

Year Ended December 31
2000
1999
1998
1997
1996(In thousands, except per share data)Results of Operations:Net sales
$149,806
$134,013
$129,157
$123,443
$115,113Net income
15,436
14,620
10,920
10,016
7,001Net income per share
3.36
3.18
2.37
2.18
1.52Financial Position:Total assets
187,785
178,793
164,452
155,550
148,454Shareholders' equity
121,532
106,749
91,831
81,943
72,381Dividends per share
None
None
None
None
NoneShares of common stock outstanding
4,599
4,599
4,599
4,599
4,599


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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.



RESULTS OF OPERATIONS2000 Compared with 1999Net sales and income before income taxes increased $15,793,000 and $6,212,000, or 11.8% and 29.9%, respectively, as compared to 1999.

The increase in net sales is primarily attributable to the unit volume increase of the Company's Bulova and Accutron watch brands of 23.5% and 19.6%, respectively, partially offset by the decrease in clock unit volume of 6.2%, as compared to 1999. The
growth in unit volume resulted in a combined increase to net sales of $16,516,000, as compared to 1999, partially offset by a decrease of $1,512,000 in clock net sales.

Gross profit as a percentage of net sales for the year ended December 31, 2000 was 51.2%, as compared to 50.8% for the year ended December 31, 1999. This increase is a result of the growth of watch sales, favorable sales mix of watches and clocks as
compared to the prior year and the Company's product pricing strategy, partially offset by the lower clock sales volume.

Royalty income represents payments by licensees in Europe and the Far East, as well as proceeds of an arbitration settlement. The increase in royalty income as compared to 1999 is attributable to the settlement of all the arbitration proceedings and
litigation with Benetton, as a result of which the Company recognized approximately $5,495,000 of royalty income in April 2000. Royalty income, exclusive of the settlement, decreased approximately $1,030,000 as compared to 1999. This decrease is due to
the bankruptcy of the Company's Latin American distributor. 
The Company's principal Far East license agreement expires on December 31, 2001 and the Company's principal European license agreement has been extended to expire December 31, 2002. These agreements generated $2,544,000 of royalty income in 2000 and are
expected to generate $2,300,000 of royalty income in 2001. The royalty for 2002 under the European license agreement has been reduced from the royalty provided for 2000 and 2001, and the reduction could be substantial. In addition, the Company has not
concluded negotiations for an extension or replacement of the principal Far East license agreement subsequent to December 31, 2001 and is unable to predict the outcome of these negotiations. Economic conditions may also reduce royalty income from Europe
and Far East license agreements. These reductions will negatively impact revenues, results of operations and cash flows.
Interest income increased $422,000 or 26.6%, as compared to 1999, due primarily to an increase in the effective rate of return earned on invested assets.

Selling, general and administrative expenses as a percentage of net sales for the year ended December 31, 2000 was 40.1%, as compared to 38.8% for the year ended December 31, 1999. The increase is due to increased spending on brand support and commissions.

1999 Compared with 1998

Net sales and income before income taxes increased $4,856,000 and $2,158,000, as compared to 1998, respectively.
The increase in net sales is primarily attributable to the unit volume increase of the Company's Caravelle and Accutron watch brands of 19.9% and 6.9%, respectively, as compared to 1998. This resulted in a combined increase in net sales of $5,391,000, as
compared to 1998. Additionally there was an increase in net sales in the Company's clock brand of $1,414,000, as compared to 1998 primarily attributable to a unit volume increase of 1.4%. The above is partially offset by a decline in the Company's Bulova
watch brand of $1,512,000, primarily attributable to a change in style sales mix resulting in a reduction in the Bulova watch brand's average selling price.

Page 5

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Gross profit as a percentage of net sales for the year ended December 31, 1999 was 50.8% as compared to 49.0% for the year ended December 31, 1998. This increase is attributable to the Company's efforts to maintain efficient
operational and procurement practices as well as a credit of $720,000 to the cost of sales related to an actuarial revaluation of its net periodic postretirement benefit expense, as compared to a credit of $338,000 for the year ended December 31, 1998.

Royalty income was essentially unchanged from that of the prior year. Royalty income represents payments by licensees in Europe and the Far East, and a distributor in South America.

Interest income decreased by $380,000 or 19.3%, as compared to 1998, due primarily to a lower level of invested assets.
Selling, general and administrative expenses as a percentage of net sales for the year ended December 31, 1999 was 38.8% as compared to 39.1% for the year ended December 31, 1998. The primary reason for the decrease was a credit of $1,337,000 in 1999 as
compared to a credit of $629,000 in 1998. This credit resulted from an actuarial revaluation of the Company's net periodic postretirement benefit expense.

Foreign CurrencyThe Company imports most of its watch and clock products. In 2000, approximately 8% of the Company's purchases were denominated in Japanese yen. The remaining purchases were primarily denominated in U.S. dollars for product acquired from vendors
located in Europe, Hong Kong and other Asian countries. The Hong Kong dollar is pegged to the U.S. dollar and has not been subject to the fluctuations that have affected other Asian currencies. In the event that the peg between the two currencies is
removed, currency fluctuations could have a material impact on the cost of those imported products which ultimately could have a negative impact on the Company's gross profit, operating income and cash flow. Foreign currency fluctuations have not had a
material impact on the results of operations for the years ended December 31, 2000, 1999 and 1998. Future foreign currency fluctuations, however, could impact gross profit, income and cash flow.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow
The Company utilized net cash for operating activities of $15,930,000 for the year ended December 31, 2000, as compared to cash generated of $8,606,000 for the same period in 1999. The decrease in cash flow is primarily the result of an increase in
inventory purchases during the three months ended December 31, 2000, to meet the Company's spring 2001 sales forecast. Furthermore, an increase in prepaid expenses which resulted from a difference in the timing of the expenses also contributed to the
utilization of cash. Funds for capital expenditures and working capital requirements are expected to be provided from operations. No material capital expenditures are anticipated during 2001.

The Company expects that existing cash balances and cash flow from operations will be sufficient to fund anticipated working capital requirements.

The Company's investments consist primarily of U.S. Treasury notes. Cash and cash equivalents, and investments amounted to $16,862,000 at December 31, 2000, as compared to $34,091,000 at December 31, 1999.

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QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

The Company's financial instruments consist primarily of U.S. government securities. The Company has exposure to economic losses due to interest rate risk arising from changes in the level of volatility of interest rates. The Company mitigates its
exposure to interest rate risk by maintaining investments with short-term maturities. As such, the Company does not believe these financial instruments present a significant exposure to market risk.ACCOUNTING STANDARDS

In June 2000, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." This statement addresses a limited
number of issues causing implementation difficulties for entities applying SFAS No. 133. SFAS No. 133, as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded
in other contracts and for hedging activities. SFAS No. 133 requires that an entity recognize all derivative instruments as either assets or liabilities in the balance sheet and measure those instruments at fair value.  A derivative may be specifically
designated as a hedge of the exposures to changes in the fair value, cash flows or foreign currencies. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. The Company is
required to adopt SFAS No. 133 effective January 1, 2001. Adoption of SFAS No. 133 did not have a material impact on the Company's results of operations, equity or financial position.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." This bulletin summarizes certain of the SEC staffs views in applying generally accepted
accounting principles to revenue recognition in financial statements. This bulletin, through its subsequent revised releases, SAB No. 101A and No. 101B, was effective for registrants no later than the fourth fiscal quarter of fiscal years beginning after
December 15, 1999. Adoption of this bulletin, which occurred on October 1, 2000, did not have a significant impact on the results of operations or equity of the Company.FORWARD-LOOKING STATEMENTS

When included in this Report, the words "believes," "expects," "intends," "anticipates," "estimates" and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and
uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, changes in financial markets, significant changes in consumer spending
patterns, competition in the Company's product areas, changes in foreign currency valuations in relation to the U.S. dollar, changes in foreign, political, social and economic conditions, the Company's ability to renew or find new licensees or
distributors to replace those terminating in 2001, and various other matters, many of which are beyond the Company's control. These forward-looking statements speak only as of the date of this report. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement
is based.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

See Management's Discussion and Analysis of Financial Condition and Results of Operations for information regarding Quantitative and Qualitative Disclosures about Market Risk.

Page  7

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INDEPENDENT AUDITORS' REPORT



|The Board of Directors and Shareholders
|---------------------------------------
|of Bulova Corporation:                 

We have audited the accompanying consolidated balance sheets of Bulova Corporation and its subsidiaries (the "Corporation") as of December 31, 2000 and 1999, and the related consolidated statements of income, shareholders' equity and
cash flows for each of the three years in the period ended December 31, 2000. Our audits also included the financial statement schedule listed in the index at Item 14(a) 2. These financial statements and financial statement schedule are the responsibility
of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.



|Deloitte & Touche LLP
|---------------------
|New York, New York   
|February 15, 2001    



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Item 8. Financial Statements and Supplementary DataCONSOLIDATED BALANCE SHEETSAssetsDecember 31
2000
1999(Amounts in thousands of dollars)Current assets:Cash and cash equivalents (Note 1)
$           16,862
$           22,027Investments (Note 1)

12,064Receivables, less allowance for doubtful accounts andcash discounts of $5,017 and $4,171 (Note 1)
70,686
63,371Inventories (Note 1)
56,072
36,787Prepaid expenses
2,969
913Prepaid federal income tax (Notes 1 and 3)
630Deferred income taxes (Notes 1 and 3)
10,712
11,289Total current assets
157,931
146,451Property, plant and equipment, at cost (Note 1):Land, buildings and improvements
19,127
18,538Machinery and equipment
3,108
2,897Furniture, fixtures and leasehold improvements
4,501
4,25426,736
25,689Less accumulated depreciation and amortization
11,111
10,503Property, plant and equipment-net
15,625
15,186Other assets:Deferred income taxes (Notes 1 and 3)
14,057
16,981Other assets
172
175Total other assets
14,229
17,156Total assets
$            187,785
$          178,793


See Notes to Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEETSLiabilities and Shareholders' Equity:December 31
2000
1999(Amounts in thousands of dollars)Current liabilities:Accounts payable
$        8,158
$           3,887Accrued expenses:Salaries, wages and commissions
3,339
3,304Pension (Note 4)
33
1,173Postretirement benefits (Note 4)
1,031
1,023Advertising and promotions (Note 1)
5,131
6,305Warranty (Note 1)
1,019
1,024Federal income taxes (Notes 1 and 3)

1,051Other
12,462
11,251Total current liabilities
31,173
29,018Other liabilities and credits:Postretirement benefits payable (Note 4)
33,716
36,364Pension benefits payable (Note 4)
1,364
2,029Other (Note 7)

4,633Total other liabilities and credits
35,080
43,026Commitments and contingent liabilities (Notes 2, 3, 4, and 7)Shareholders' equity (Note 1):Common stock, $5 par value:Authorized: 7,500,000 sharesIssued: 4,600,000 shares
22,999
22,999Additional paid-in capital
23,197
23,197Retained earnings
78,770
63,334Accumulated other comprehensive loss
(3,429)
(2,776)121,537
106,754Less 1,000 shares of common stock held in treasury, at cost
5
5Total shareholders' equity
121,532
106,749Total liabilities and shareholders' equity
$        187,785
$        178,793




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CONSOLIDATED STATEMENTS OF INCOMEYear Ended December 31
2000
1999
1998(Amounts in thousands, except per share data)Net sales
$          149,806
$       134,013
$        129,157Cost of sales
73,060
65,930
65,845Gross profit
76,746
68,083
63,312Selling, general and administrative expenses
60,071
51,939
50,465Operating income
16,675
16,144
12,847Royalty income (Note 7)
8,039
3,574
3,581Interest -- net
1,992
1,584
1,896Other income (expense)
274
(534)
286Income before income taxes
26,980
20,768
18,610Income taxes (Notes 1 and 3)
11,544
6,148
7,690Net income
$           15,436
$         14,620
$          10,920Net income per share (Note 1)
$               3.36
$             3.18
$              2.37


See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYAccumulatedAdditional

OtherComprehensive

Common
Paid-in
Retained
Comprehensive
TreasuryIncome

Stock
Capital
Earnings
(Loss) Income
Stock
Total(Amounts in thousands)Balance, December 31, 1997


$   22,999
$   23,197
$   37,794
$    (2,042)
$    (5)
$  81,943Comprehensive income:Net income
$          10,920



10,920


10,920Other comprehensiveloss, net of tax benefit:Exchange rate changesduring the year (net ofincome tax benefit of
          $213)
(396)




(396)

(396)Pension liabilityadjustment, net (Note 4)
(636)




(636)

(636)Other comprehensive loss
(1,032)Comprehensive income
$           9,888Balance, December 31, 1998


22,999
23,197
48,714
(3,074)
(5)
91,831Comprehensive income:Net income
$         14,620



14,620


14,620Other comprehensiveincome, net of taxes:Exchange rate changesduring the year (net ofincome tax benefit of$95)
(176)




(176)

(176)Pension liabilityadjustment, net (Note 4)
474




474

474Other comprehensive 
      income
298Comprehensive income
$        14,918Balance, December 31, 1999


22,999
23,197
63,334
(2,776)
(5)
106,749Comprehensive income:Net income
$       15,436



15,436


15,436Other comprehensiveloss, net of tax benefit:Exchange rate changesduring the year (net ofincome tax benefit of$293)
(544)




(544)

(544)Pension liabilityadjustment, net (Note 4)
(109)




(109)

(109)Other comprehensive loss
(653)Comprehensive income
$      14,783Balance, December 31, 2000


$   22,999
$      23,197
$   78,770
$         (3,429)
$       (5)
$121,532


See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWSYear Ended December 31
2000
1999
1998(Amounts in thousands)Operating Activities:Net income
$           15,436
$         14,620
$         10,920Adjustments to reconcile net income to net cash (used in)provided by operating activities:Amortization of investments
8
(521)
(1,563)Depreciation and amortization
855
741
727Gain on disposition of assets
(3)

(11)Provision for losses and cash discounts on accountsreceivable
2,804
2,597
2,591Deferred income taxes
3,501
(2,634)
25Changes in operating assets and liabilities-net:Receivables
(10,119)
(9,755)
(7,427)Inventories
(19,285)
2,150
(3,281)Prepaid expenses
(2,056)
589
58Other assets
3
41
8Accounts payable and accrued expenses
3,206
2,859
2,103Accrued federal and foreign income taxes
(1,681)
2,108
(538)Other-net
(8,599)
(4,189)
(4,121)(15,930)
8,606
(509)Investing Activities:Purchases of short-term investments
(9,444)
(24,579)
(228,416)Proceeds from sales of short-term investments
21,500
33,000
229,952Purchases of property, plant and equipment
(1,296)
(720)
(4,445)Proceeds from disposal of property, plant and equipment
5

1110,765
7,701
(2,898)Net change in cash and cash equivalents
(5,165)
16,307
(3,407)Cash and cash equivalents, beginning of year
22,027
5,720
9,127Cash and cash equivalents, end of year
$         16,862
$        22,027
$           5,720


See Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
_____________________________________________________________________________________________(Dollars in thousands, except per share data)

Note 1. Summary of Significant Accounting Policies -

(a) Business - The Company is engaged in the distribution and sale of watches, clocks and timepieces for consumer use. The principal watch brands are Bulova, Caravelle, Accutron and Sportstime. Clocks are principally sold under the Bulova brand name.
Bulova's principal markets are the United States and Canada. Royalties are received from licensees principally in Europe and the Far East. Loews Corporation ("Loews") owns approximately 97% of the Company's outstanding voting stock.

(b) Principles of Consolidation - The consolidated financial statements include all subsidiaries, which are 100% owned, and all material intercompany accounts and transactions have been eliminated.

(c) Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(d) Cash and Cash Equivalents - The Company classifies as cash equivalents all highly liquid investments with maturities of three months or less. At December 31, 2000 and 1999, cash equivalents were comprised of investments in money-market accounts.

(e) Investments - Investments consist of U.S. government securities. These investments are considered available for sale and are carried at fair value, which approximates cost.

(f) Accounts Receivable and Concentration of Credit Risk - Watches and clocks are sold to retail outlets throughout the United States, Canada and Mexico. The Company grants its retailers seasonal credit terms. For the years ended December 31, 2000 and
1999 accounts receivable were substantially comprised of balances due from retailers. Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable. One U.S. based customer
accounted for approximately 15%, 13% and 13% of sales for the years ended December 31, 2000, 1999 and 1998, respectively. Although the Company's exposure to credit risk associated with non-payment by this customer is affected by conditions or occurrences
within the retail industry, trade receivables from this customer were collected within terms; no other customer represented more than 9% of the Company's sales. The carrying amount of receivables approximates fair value.

(g) Inventories - Substantially all inventory, consisting primarily of finished watches and clocks, is computed on a first-in, first-out basis and are valued at lower of cost or market.

(h) Property, Plant and Equipment - Depreciation is calculated on the straight-line method over the estimated useful lives of the various classes of assets. Leasehold improvements are, if such period is shorter, amortized over the life of the lease.
Asset lives range from 2 to 12 years for machinery, equipment, and furniture and fixtures and from 15 to 40 years for buildings and improvements.

(i) Income Taxes - The Company is included in Loews consolidated federal tax return. Under the tax allocation agreement, the Company is required to provide a current tax provision calculated on a stand-alone basis. The Company provides
for deferred income taxes under the liability method, whereby deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. No provision is required for
undistributed earnings of subsidiaries, since substantially all of these earnings may be remitted to the Company with little or no tax becoming payable.

(j) Advertising Costs - Advertising costs for point of sale and media advertising as well as co-op advertising and promotional allowances are expensed as incurred.

(k) Warranty Costs - The Company provides, by a current charge to income, an amount it estimates will be needed to cover future warranty obligations for products sold during the year.

(l) Reclassifications - Certain amounts applicable to prior periods have been reclassified to conform to the classifications followed in 2000.

Page 14

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(m) Earnings Per Share and Shareholders' Equity - Earnings per share has been computed on the basis of the weighted average number of shares outstanding during the periods (4,599,000 for each of the three years ended December 31, 2000).

In addition to its common stock, the Company has authorized 500,000 shares of preferred stock.

(n) Foreign Currency Adjustment - The effect of changes in exchange rates in translating foreign currency financial statements is accumulated as a separate component of other comprehensive income in the statement of shareholders' equity.
(o) Forward Exchange Contracts - In connection with purchases of inventory, from time to time, the Company enters into forward exchange contracts in order to hedge its exposure to fluctuations in foreign currency exchange rates. These agreements
generally involve the exchange of one currency for a second currency at some future date. Counterparties to these agreements are major international financial institutions. As of December 31, 2000 and 1999, there were no foreign exchange contracts
outstanding.

(p) Impairment of Long-Lived Assets - The Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-Lived assets and certain intangibles, under certain
circumstances, are reported at the lower of carrying amount or fair value. Assets to be disposed of by the Company are recorded at the lower of carrying amount or fair value less cost to sell.
(q) Accounting Pronouncements - In June 2000, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." This
statement addresses a limited number of issues causing implementation difficulties for entities applying SFAS No. 133. SFAS No. 133, as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities. SFAS No. 133 requires that an entity recognize all derivative instruments as either assets or liabilities in the balance sheet and measure those instruments at fair value. A
derivative may be specifically designated as a hedge of the exposures to changes in the fair value, cash flows or foreign currencies.  The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the
resulting designation. The Company is required to adopt SFAS No. 133 effective January 1, 2001. Adoption of SFAS No. 133 did not have a material impact on the Company's results of operations, equity or financial position.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." This bulletin summarizes certain of the SEC staffs views in applying generally accepted
accounting principles to revenue recognition in financial statements. This bulletin, through its subsequent revised releases, SAB No. 101A and No. 101B, was effective for registrants no later than the fourth fiscal quarter of fiscal years beginning after
December 15, 1999. Adoption of this bulletin, which occurred on October 1, 2000, did not have a significant impact on the results of operations or equity of the Company.
                                          
                                
                
Page 15

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Note 2. Related Parties -

In 1979, the Company entered into a credit agreement with Loews (the "Credit Agreement") which provides for unsecured loans, from time to time, in amounts aggregating up to $50,000 with interest at 10% per annum. The Credit Agreement has been
periodically extended and currently expires December 31, 2002. The Credit Agreement has not been utilized since the balance due to Loews was paid in January 1995.

Loews has provided administrative services for which the Company paid $3,009, $2,659 and $2,075 for the years ended December 31, 2000, 1999 and 1998, respectively. The cost allocated to the Company is estimated to be the incremental cost incurred by
Loews in providing these services to the Company.

Note 3. Income Taxes -

The Company and Loews have a tax allocation agreement with respect to the filing by Loews of consolidated federal income tax returns, which include the Company and its subsidiaries. Under the agreement, the Company will (i) be paid by Loews the
amount, if any, by which Loews's consolidated federal income tax is reduced by virtue of the inclusion of the Company and its subsidiaries in the return, or (ii) pay to Loews an amount, if any, equal to federal income tax which would have been payable by
the Company if the Company and its subsidiaries had filed a separate consolidated return. Under this agreement, the Company was required to pay Loews approximately $5,034, $6,278 and $4,585 for the years ended December 31, 2000, 1999 and 1998,
respectively. This agreement may be cancelled by the Company or Loews upon thirty days written notice.

Income before income taxes and income tax expense (benefit) consisted of the following:

Year Ended December 31
2000
1999
1998Income before income taxes:Domestic
$            24,379
$           19,082
$          17,140Foreign
2,601
1,686
1,470Total
$            26,980
$           20,768
$           18,610Income tax expense (benefit):Federal:Current
$             5,034
$            6,278
$             4,585Deferred
2,553
2,926
723State and local:Current
1,920
1,898
1,847Deferred
964
(5,670)
(126)Foreign:Current
1,440
956
840Deferred
(367)
(240)
(179)Income tax expense
$           11,544
$             6,148
$             7,690


Page 16

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Deferred tax assets (liabilities) are as follows:December 31

2000
1999Employee benefits

$          16,973
$          19,100Inventory

5,831
5,512Accrued expenses

(129)
1,974Accounts receivable

2,094
1,684Deferred tax assets-net

$          24,769
$          28,270




Year Ended December 31
2000

1999

1998Income taxes computed at statutory rate
35.0
%
35.0
%
35.0
%Increase (decrease) in taxes resulting from:State and local taxes
6.9

7.0

6.0Foreign taxes
.9

.6

.8Valuation allowance and settlement of prior year tax


(13.0
)Other




(.5
)Effective income tax rate
42.8
%
29.6
%
41.3
%


Federal, foreign, state and local income tax payments amounted to approximately $8,599, $4,225 and $8,484 for the years ended December 31, 2000, 1999 and 1998, respectively.
Federal income tax returns have been examined and settled through 1997. The Company's Canadian tax returns have been examined and settled through 1996. 
While tax liabilities for subsequent years are subject to audit and final determination, in the opinion of management the amount accrued in the consolidated balance sheet is believed to be adequate to cover any additional assessments which may be made by
federal, foreign, state and local tax authorities and should not have a material effect on the financial condition or results of operations of the Company.     Page 17

---

Note 4. Benefit Plans -Pension Plans - The Company maintains non-contributory pension plans for all of its employees in the United States. Separate retirement plans are maintained by the Company's Canadian subsidiary, which are not material. The Company's funding policy is
to make contributions in accordance with applicable governmental requirements. The assets of the plans are invested primarily in interest-bearing obligations. Benefits are determined based on compensation during each year of credited service.
At December 31, 2000, 1999 and 1998, the Company's minimum pension liability exceeded its unrecognized prior service cost and net transition obligation by $1,364, $1,226 and $1,982, respectively. This excess is recorded as a reduction to shareholders'
equity of $752, $643 and $1,117, net of tax benefits of $405, $346 and $602 and intangible assets of $207, $236 and $264 for the years ended December 31, 2000, 1999 and 1998, respectively.
Other Postretirement Benefit Plans - The Company maintains postretirement health care plans covering eligible employees and retirees. Union participants generally become eligible upon retirement at age 55 and 10 years of service or upon completion of 20
years of service. Another plan covers salaried employees who are eligible upon retirement at age 55 and 20 years of service or upon retirement at age 60 and 10 years of service. The benefits provided by the Company are basically health, and for certain
retirees, life insurance type benefits.

Components of net periodic benefit costs are as follows:

Pension Benefits

Other Postretirement BenefitsYear Ended December 31
2000
1999
1998

2000
1999
1998Service costs
$           669
$           808
$          730

$          118
$           99
$           108Interest cost
2,154
2,024
1,919

944
625
1,081Expected return on plan assets
(1,814)
(1,577)
(1,563)Amortization of unrecognizednet asset
(478)
(478)
(478)Amortization of unrecognizednet loss (gain)
58
231
180

(1,440)
(1,551)
(1,352)Amortization of unrecognizedprior service cost
29
29
29

(1,231)
(1,230)
(804)Net periodic benefit costs (income)
$           618
$        1,037
$          817

$      (1,609)
$     (2,057)
$        (967)




Page 18



---

Changes in benefit obligations are as follows:

OtherPension Benefits

Postretirement Benefits2000
1999

2000
1999Benefit obligation at January 1
$         27,811
$          30,132

$        12,294
$          9,621Service cost
669
808

118
99Interest cost
2,154
2,024

944
625Plan participants' contributions



268
265Amendments



(2,592)Actuarial loss (gain)
1,557
(3,480)

3,294
2,972Benefits paid
(1,784)
(1,673)

(1,300)
(1,288)Benefit obligation at December 31
30,407
27,811

13,026
12,294Change in plan assets:Fair value of plan assets at January 1
22,640
23,966Actual return on plan assets
3,450
(517)Company contributions
2,562
864

1,032
1,023Plan participants' contributions



268
265Benefits paid
(1,784)
(1,673)

(1,300)
(1,288)Fair value of plan assets at December 31
26,868
22,640Benefit obligation over plan assets
3,539
5,171

13,026
12,294Unrecognized net actuarial (loss) gain
(3,299)
(3,436)

11,240
15,974Unrecognized prior service (cost) gain
(207)
(236)

10,481
9,119Unrecognized net asset

478Net benefit obligation
$               33
$           1,977

$          34,747
$        37,387


Page 19

---

Amounts recognized in the balance sheet consist of:

OtherPension
Benefits

Postretirement BenefitsDecember 31
2000
1999

2000
1999Accrued benefit liability
$          1,397
$           3,202

$         34,747
$         37,387Intangible asset
(207)
(236)Accumulated other comprehensive loss
(1,157)
(989)Net benefit obligation
$               33
$           1,977

$          34,747
$        37,387




Pension Benefits

Other Postretirement BenefitsYear Ended December 31
2000
1999
1998

2000
1999
1998Discount rate
7.50%
8.00%
6.75%

7.50%
8.00%
6.75%Expected return on plan assets
8.00%
6.75%
7.00%Rate of compensation increase
5.50%
5.50%
5.50%


For measurement purposes, a trend rate of 9.0% pre-65 and 11.0% post-65, for covered costs was used. These trend rates are expected to decrease gradually to 5.5% at a rate of .5% per annum. An increase (or decrease) of one
percentage point in assumed health care cost trend rates would increase (or decrease) the postretirement benefit obligation by approximately $1,297 (or $971) and the total of service and interest cost components of net periodic postretirement benefit cost
by approximately $117 (or $94).



Note 5. Quarterly Financial Data (Unaudited) -

2000 Quarters Ended
Dec. 31
Sept. 30

June 30
March 31Net sales
$44,212
$40,779

$29,538
$35,277Cost of sales
20,989
19,469

14,658
17,944Net income
3,921
3,772

4,988
2,755Net income per share
.86
.82

1.08
.601999 Quarters Ended
Dec. 31
Sept. 30

June 30
March 31Net sales
$38,123
$37,609

$29,404
$28,877Cost of sales
17,853
18,024

14,872
15,181Net income
6,520
3,460

2,317
2,323Net income per share
1.42
.75

.50
.51


The company's net sales are traditionally greater in the third and fourth quarters in anticipation of the winter holiday season.

Page 20

---

Note 6. Geographic Information -

The Company operates predominantly in a single industry segment, that being the distribution and sale of watches and clocks under the brand names of Bulova, Caravelle and Accutron. Substantially all of the Company's sales are in the United States,
Canada and Mexico. The Company commenced operations in Mexico in November 2000. The Company evaluates performance based on operating earnings of the respective geographic area and the geographic distributions of the Company's identifiable assets and
operating results are summarized in the following tables:

Year Ended December 31, 2000
United States
Canada
Mexico
TotalSales
$           136,463
$              14,196
$               1,311
$           151,970Intercompany sales
(2,164)


(2,164)Total net sales
$           134,299
$              14,196
$               1,311
$           149,806Operating income
$             14,211
$                2,220
$                  244
$             16,675Royalty income
8,039


8,039Interest -- net
1,863
129

1,992Other income (expense)
266
9
(1)
274Income before income taxes
$             24,379
$                2,358
$                 243
$             26,980Identifiable assets
$           172,144
$              13,211
$              2,430
$           187,785


Year Ended December 31, 1999Sales
$           122,360
$              13,991

$          136,351Intercompany sales
(2,338)


(2,338)Total net sales
$           120,022
$              13,991

$          134,013Operating income
$             14,527
$                1,617

$            16,144Royalty income
3,574


3,574Interest -- net
1,516
68

1,584Other income (expense)
(535)
1

(534)Income before income taxes
$             19,082
$                1,686

$           20,768Identifiable assets
$           166,303
$              12,490

$         178,793




Page 21

---



Year Ended December 31, 1998
United States
Canada
Mexico
TotalSales
$          118,357
$             13,052

$        131,409Intercompany sales
(2,252)


(2,252)Total net sales
$          116,105
$             13,052

$        129,157Operating income
$            11,466
$               1,381

$          12,847Royalty income
3,581


3,581Interest --net
1,860
36

1,896Other income (expense)
233
53

286Income before income taxes
$            17,140
$               1,470

$          18,610Identifiable assets
$          153,311
$             11,141

$        164,452


Note 7. Contingencies and Litigation -

(a) Environmental Matters - Prior to 1996, the Company had received notice of environmental contaminates at various manufacturing facilities. The Company has provided for the expected costs of remediation in those earlier years. The Company has
cooperated with the current owners of those properties and the appropriate regulatory agencies and believes that it has substantially addressed these contingencies.

(b) Arbitral Award - In 1991, the Company and a third party commenced an arbitration proceeding before the Netherlands Arbitration Institute contesting the attempt of Benetton International N.V. ("Benetton") to prematurely terminate the license agreement
for "Benetton by Bulova" timepieces and seeking damages in relation thereto. (The license agreement subsequently terminated in 1994). The arbitral panel determined that Benetton was not entitled to terminate the License Agreement prior to the expiration
of its term and awarded damages to the Company in relation thereto.
On February 12, 1996, the Company received approximately $3,857 which represented damages, costs and interest. Benetton contested the awards, therefore, the funds received were subject to return, with interest, if the Dutch courts ultimately upheld
Benetton's petition to overturn the arbitral award. As a result, the Company deferred recognition of the award and recorded a deferred credit with accrued interest. On April 26, 2000 the Company and Benetton settled all claims relating to the arbitration
proceedings and license agreement. As a result of this settlement and additional cash payments by Benetton to the Company in connection therewith, the Company recognized royalty income of approximately $5,495 ($3,064 net of taxes, or $.67 per share), in
the year ended December 31, 2000. Other liabilities and credits in the consolidated balance sheets at December 31, 1999, reflected the deferred credit related to the arbitration proceedings. These deferred amounts have been recognized with the settlement
of the litigation.
(c) The Company leases certain of its warehouse and office facilities. The future minimum lease payments under operating leases for the two years ending December 31, 2002 are $139 and $57, respectively.

Page 22

---



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

PART III

Item 10. Directors and Executive Officers of the Registrant.

(a) Directors.

Name
Age
Principal Occupations
                     During Past Five Yearsand Other Directorships
Director of
the Company
        SinceAndrew H. Tisch
51
Chairman of the Board of the Company. Mr. Tisch has served as the Chairman of the Executive Committee and a member of the Office of the President of Loews since January 1999. Prior thereto he had been Chairman of the
Management Committee of Loews. Mr. Tisch is also a director of Loews, Zale Corporation and Canary Wharf Group plc.
1979Herbert C. Hofmann
58
President and Chief Executive Officer of the Company. Mr. Hofmann is also a director of Diamond Offshore Drilling, Inc. (53% owned subsidiary of Loews) and also serves as Senior Vice President of Loews.
1979Harry B. Henshel
82
Vice Chairman of the Board of the Company
1958Laurence A. Tisch
78
Co-Chairman of the Board of Loews. Prior to January 1999, Mr. Tisch had also been Co-Chief Executive Officer of Loews. Mr. Tisch is also Chief Executive Officer and a director of CNA Financial Corporation ("CNA") (87%
owned subsidiary of Loews). Mr. Tisch also serves as a director of Automatic Data Processing, Inc.
1979Preston R. Tisch
74
Co-Chairman of the Board of Loews. Prior to January 1999, Mr. Tisch had also been Co-Chief Executive Officer of Loews. Mr. Tisch had been a director of Loews from 1960 to 1986, when he resigned to serve as Postmaster
General of the United States. He was re-elected a director of Loews in March 1988. Mr. Tisch is also a director of CNA and Hasbro, Inc.
1988


Messrs. Laurence A. Tisch and Preston R. Tisch are brothers and Mr. Andrew H. Tisch is the son of Mr. Laurence A. Tisch. There are no other family relationships among any of the Company's directors.

Each director serves until the annual meeting of shareholders next succeeding his election and until his successor shall have been duly elected and qualified.

(b)  Executive Officers.

Name
Position and Offices Held
Age
First Became an
        OfficerHerbert C. Hofmann
President and Chief Executive Officer
58
1985Warren J. Neitzel
General Counsel and Corporate Secretary
50
1993John T. O'Reilly
Chief Financial Officer
40
1996Paul S. Sayegh
Chief Operating Officer
57
1979


Page 23

---

There are no family relationships among the above. Officers are elected and hold office until their successors are elected and qualified, and are subject to removal by the Board of Directors. All officers of the Company,
have been engaged actively and continuously in the business of the Company and its subsidiaries for more than the past five years.

Item 11. Executive Compensation.

(a)  General.  The following table sets forth information for the years indicated regarding the compensation of the chief executive officer and each of the other three most highly compensated executive officers of the Company whose compensation exceeded
$100,000 as of December 31, 2000, for services in all capacities to the Company.

Summary Compensation TableName and Principal Position
Year
SalaryHerbert C. Hofmann
2000
-President and Chief Executive Officer (a)
1999
-1998
-Paul S. Sayegh
2000
$   282,000Chief Operating Officer
1999
278,0001998
262,000Warren J. Neitzel
2000
164,000General Counsel and Corporate Secretary
1999
153,0001998
144,000John T. O'Reilly
2000
125,000Chief Financial Officer
1999
117,0001998
104,000_________


(a) Mr. Hofmann is compensated by Loews. Included in the charges to the Company under a Service Agreement, as discussed in Item 13 of this Form 10-K, was $240,000 for Mr. Hofmann's services in each of the years ended December 31, 2000,
1999 and 1998.

(b)  Compensation Pursuant to Plans.

Information with respect to certain non-cash compensation made available to the Company's executive officers in 2000, has not been included because the incremental costs thereof to the Company was below the Securities and Exchange
Commission's required disclosure threshold.

The Company provides a non-contributory retirement plan (the "Plan"), for all employees, except for those covered by Loews's benefit plans, which Plan provides pensions upon retirement at one and one-half per cent of the employee's annual
compensation during each year of credited service after December 31, 1976, plus one and one-half per cent of annual compensation for the year 1976 multiplied by the number of years of credited service rendered prior to January 1, 1977. Compensation under
the Plan includes all compensation as an employee included in the table above. Pension benefits are not subject to reduction for Social Security benefits or other amounts. The following table shows estimated annual benefits payable upon retirement under
the Plan for various amounts of average compensation and years of credited service, based upon retirement in 2001 and a straight life annuity form of pension. Other forms of pension payments are also available under the Plan. Pension benefits may be
limited by the Internal Revenue Code.

Page 24

---



Estimated Annual Pension for RepresentativeRemuneration
Years of Credited Service15
20
25
30
35__
__
__
__
__$  50,000
$ 11,250
$15,000
$   18,750
$   22,500
$   26,250100,000
22,500
30,000
37,500
45,000
52,500150,000
33,750
45,000
56,250
67,500
78,750200,000
45,000
60,000
75,000
90,000
105,000250,000
56,250
75,000
93,750
112,500
131,250


The years of credited service and the estimated annual retirement benefit payable at normal retirement age for the following officers are as follows:

Estimated AnnualName
Years
Retirement BenefitHerbert C. Hofmann*Warren J. Neitzel
20
$63,651Paul S. Sayegh*John T. O'Reilly*


*Not covered under the Plan.Item 12. Security Ownership of Certain Beneficial Owners and Management.

(a)  Security Ownership of Certain Beneficial Owners.

The only person known to the Registrant to be the beneficial owner of more than 5% of any class of Registrant's voting securities is Loews, which owns beneficially 4,459,859 shares of the outstanding Common Stock of Registrant as of
February 28, 2001 constituting approximately 97% of the total shares of Common Stock outstanding. Loews's principal executive offices are located at 667 Madison Avenue, New York, New York 10021-8087. For information with respect to the principal holders
of the outstanding voting securities of Loews, see Item 12 (b) below.

(b)  Security Ownership of Management.

The following table sets forth certain information, as of February 28, 2001, with respect to the shares of Registrant's Common Stock and shares of Loews Common Stock beneficially owned by each of the directors of the Company and executive
officers named above and by all directors and executive officers of the Company as a group:

Shares ofName of Individual
Share of

Loewsor Number of
Common
Percent of
Common
Percent ofPersons in Group
Stock (1)
Class
Stock (1)
ClassHarry B. Henshel
100
*Herbert C. Hofmann


1,950(2)
*Warren J. NeitzelJohn T. O'ReillyPaul S. SayeghAndrew H. Tisch


1,254,500(3)
1.3%Laurence A. Tisch


10,137,998(4)
10.5%Preston R. Tisch


16,478,998(5)
16.7%All directors and executive officers as agroup (8 listed above)
100
*
27,873,446
28.5%


*Represents less than 1% of the outstanding shares of stock.

Page 25

---

(1) Except as otherwise indicated, the persons listed as beneficial owners of shares of stock have sole voting and investment power with respect to such shares.

(2) Includes 1,550 shares of Loews Common Stock issuable upon the exercise of options granted under the Loews Stock Option Plan which are currently exercisable.

(3) Includes 2,500 shares of Loews Common Stock issuable upon the exercise of options granted under the Loews Stock Option Plan which are currently exercisable. Also includes 1,250,000 shares of Loews Common Stock held by a trust of which Mr.
A. H. Tisch is the managing trustee and beneficiary. In addition, 20,000 shares of Loews Common Stock are held by a charitable foundation as to which Mr. A. H. Tisch has shared voting and investment power.

(4) Includes 2,000,000 shares of Loews Common Stock held of record by the wife of Mr. L.A. Tisch. Also includes 829,000 shares of Loews Common Stock held by Mr. L.A. Tisch as trustee of a trust for the benefit of his wife, as to which he has
sole voting and investment power.

(5) Includes 2,877,594 shares of Loews Common Stock held of record by the wife of Mr. P.R. Tisch. Also includes 1,457,406 shares of Loews Common Stock held by Mr. P.R. Tisch as trustee of a trust for the benefit of his wife, as to which he
has sole voting and investment power.

Item 13. Certain Relationships and Related Transactions.

The Company and Loews have entered into a credit agreement (the "Credit Agreement") providing, under terms and conditions set forth therein, for unsecured loans by Loews, from time to time, in amounts aggregating up to $50,000,000 bearing
interest at the rate of 10% per annum currently expiring on December 31, 2002. There has not been any borrowings under the Credit Agreement since January 17, 1995.

The Company and Loews have entered into a tax allocation agreement with respect to the filing by Loews of consolidated federal income tax returns which include the Company and its subsidiaries. Under this agreement, the Company will (i) be
paid by Loews the amount, if any, by which Loews's consolidated federal income tax is reduced by virtue of the inclusion of the Company and its subsidiaries in Loews's consolidated federal income tax return or (ii) pay to Loews an amount, if any, equal to
the federal income tax which would have been payable by the Company if the Company and its subsidiaries had filed a separate consolidated return. This agreement may be canceled by the Company or Loews upon thirty days written notice. Pursuant to this
agreement, the Company made estimated payments to Loews for the year ended December 31, 2000 amounting to $6,366,400.

The Company and Loews have entered into a services agreement pursuant to which Loews provides to the Company various administrative services, including among other things, data processing, purchasing, accounts payable, printing, tax return
preparation, insurance and cash management services. In addition, the Company provides Loews with warehousing services. Pursuant to this agreement, each party reimburses the other in an amount not to exceed the allocated costs of the services provided.
The Company paid Loews $3,009,000 for services provided during 2000. In addition, the Company has reimbursed to Loews approximately $540,000 in salaries and related employee benefits for 2000 for employees of Loews on loan to the Company.

The Company participates in blanket insurance policies, primarily relating to property and casualty and general liability insurance, which cover properties and facilities of Loews and certain of its subsidiaries, including the Company. The
Company reimbursed to Loews approximately $222,000 for premiums paid with respect to 2000.

Certain of the Company's employee health and life insurance benefits are provided by an insurance subsidiary of CNA. Premiums and fees for such insurance amounted to approximately $153,000 for 2000.



PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) 1. The consolidated financial statements appear above under Item 8. The following additional financial data should be read in conjunction with those financial statements. Schedules not included with these additional financial data
have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes to consolidated financial statements.

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PageNumber2. Financial statement schedules:Independent Auditors' Report
8Bulova Corporation and Subsidiaries:Schedule II-Valuation and Qualifying Accounts
293. Exhibits:ExhibitDescription
Number(3)
Articles of Incorporation and By-LawsRestated Certificate of Incorporation, dated May 25, 1964, and filed on August 4, 1964 as Exhibit 3(a) to Amendment No. 2 to Registrant's Registration Statement on Form S-1 (Reg. No. 2-22576), incorporated herein by
reference. Copies of amendments thereto, dated July 26, 1966, April 22, 1969 and July 2, 1969, incorporated herein by reference to Exhibit 3(a) of Registrant's Annual Report on Form 10-K for the year ended December 31, 1980. Copy of Certificate of Change
thereto, dated November 25, 1985, incorporated herein by reference to Exhibit 3(a) of Registrant's Annual Report on Form 10-K for the year ended December 31, 1985. Copy of Certificate of Change thereto, dated July 14, 1987, incorporated herein by
reference to Exhibit 3(a) of Registrant's Annual Report on Form 10-K for the year ended December 31, 1987. Copy of Certificate of Amendment thereto, dated June 16, 1988, incorporated herein by reference to Exhibit 3 (a) of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1988
3(a)By-laws currently in effect and incorporated herein by reference to Exhibit 3(b) of Registrant's Annual Report on Form 10-K for the year ended December 31, 1984
3(b)(10)
Material ContractsCredit Agreement between Loews Corporation and Registrant dated as of September 19, 1979, the form of which was filed as part of Exhibit (2) of Item 9(a) of Registrant's Report on Form 10-Q for the quarter ended September
30, 1979, and incorporated herein by reference
10(a)Federal Income Tax Allocation Agreement between Loews Corporation and Registrant dated as of March 12, 1980 and effective April 1, 1979, incorporated herein by reference to Exhibit 10(b) of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987
10(b)Corporate Services Agreement between Loews Corporation and Registrant dated as of January 1, 1987, incorporated herein by reference to Exhibit 10(c) of Registrant's Annual Report on Form 10-K for the year ended December
31, 1987
10(c)(21)
Subsidiaries of the RegistrantList of subsidiaries of Registrant
21*


(b) Reports on Form 8-K:
  There were no reports on Form 8-K for the three months ended December 31, 2000.
            *Filed herewith
                                          
                           
               
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SIGNATURESPursuant 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.BULOVA CORPORATIONDated: March 28, 2001
By
/s/ John T. O'Reilly___________________________________(John T. O'Reilly, Vice President andChief Financial Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.Dated: March 28, 2001
By
/s/ Herbert C. Hofmann_______________________________________(Herbert C. Hofmann, President, ChiefExecutive Officer and Director)Dated: March 28, 2001
By
/s/ John
T. O'Reilly_______________________________________(John T. O'Reilly, Vice President andChief Financial Officer)By
_______________________________________(Harry B. Henshel, Director)Dated: March 28, 2001
By
/s/ Andrew H. Tisch_______________________________________(Andrew H. Tisch, Director)Dated: March 28, 2001
By
/s/ Laurence A. Tisch_______________________________________(Laurence A. Tisch, Director)Dated: March 28, 2001
By
/s/ Preston R. Tisch_______________________________________(Preston R. Tisch, Director)


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Schedule IIBULOVA CORPORATION AND
SUBSIDIARIESValuation and Qualifying AccountsColumn A
Column B
Column C
Column D
Column E_________
_________
________
________
________AdditionsBalance at
charged to

Balance atbeginning
costs and

end ofDescription
of Period
Expenses
Deductions
Period__________
_________
_________
__________
_________`Year Ended December 31, 2000(In thousands of dollars)Allowance for doubtful accounts
$                3,540
$              1,134
$            742
(a)
$           3,932Allowance for cash discounts
631
1,670
1,216
1,085$                4,171
$ 2,804
$         1,958
$          5,017Year Ended December 31, 1999Allowance for doubtful accounts
$                3,222
$             1,336
$         1,018
(a)
$           3,540Allowance for cash discounts
617
1,261
1,247

631$                3,839
$             2,597
$         2,265
$           4,171Year Ended December 31, 1998Allowance for doubtful accounts
$                3,224
$             1,361
$         1,363
(a)
$           3,222Allowance for cash discounts
469
1,230
1,082

617$                3,693
$             2,591
$         2,445
$           3,839Allowance for loss on investment inunconsolidated subsidiary
$                   529

$          529


______________

(a) Includes doubtful accounts written off net of recoveries.

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Exhibit 21



BULOVA CORPORATION
                                          
                          Subsidiaries of the Registrant
                                          
                                   December 31, 2000

|                             | Organized under | Business
|---------------------------- | --------------- | --------
|Name of subsidiary           | the Laws of     | Names   
|________________             | ______________  | _______ 
|                             |                 |         
|Bulova Watch Company Limited | Canada          | Bulova  
|                             |                 |         
|                             |                 |         
|                             |                 |         

The names of certain subsidiaries which, if considered as a single subsidiary, would not constitute a "significant subsidiary" as defined in Regulation S-X have been omitted.

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