SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549
                            -----------------
                                FORM 10-Q
(Mark One)

 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT  OF 1934

     For the quarterly period ended     September 30, 1998

                               OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT  OF 1934

     For the transition period from _________  to _________

                   Commission file number   1-5354

                             SWANK, INC.
        (Exact name of registrant as specified in its charter)
Delaware                                                 04-1886990
(State or other jurisdiction of incorporation       (IRS employer
    or organization                                  identification Number)

6 Hazel Street, Attleboro, Massachusetts                      02703
(Address of principal executive offices)                    (Zip code)

Registrant's telephone number, including area code 508-222-3400

Former name, former address and former fiscal year, if changed
since last report.

     Indicate by X 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 __

         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
            PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court:

                         Yes ___      No ___

                   APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable
date:

Title of Class                    Shares Outstanding on October 31, 1998
Common stock, $.10 par value                   16,554,426

<PAGE>
                                 SWANK, INC.
                       PART I - FINANCIAL STATEMENTS
 Item 1.  Financial Statements.  CONDENSED CONSOLIDATED BALANCE SHEETS 
                                (UNAUDITED)
                           (Dollars in thousands)

                         
                                 September 30, 1998    December 31, 1997
          ASSETS                                                 
Current:                                                         
  Cash and cash equivalents                  $    9              $ 1,235
  Accounts receivable, less                                      
   allowances of $6,245 and $9,706           21,300               12,173
  Inventories, at the lower of                                   
   cost or market
          Raw materials             7,669               4,341    
          Work in process           8,649               6,758    
          Finished goods           25,547    41,865    19,868     30,967
  Deferred income taxes                       2,946                3,242
  Prepaid income taxes                          791                    -
  Prepaid and other                             767                1,223
                                                                 
          Total current assets               67,678               48,840
                                                                
                                                               
Property, plant and equipment, at  26,474              25,802    
 cost
    Less accumulated depreciation  20,834     5,640    19,645      6,157
     and amortization
Other assets                                  5,474                4,952
                                                                 
  Total assets                              $78,792              $59,949
                                                                 
          LIABILITIES                                            
Current:                                                         
  Notes payable to banks                     24,854              $ 7,517
  Current portion of long-term                    -                1,804
   debt
  Term loan classified as current                 -                1,295
  Accounts payable                            6,682                4,391
  Accrued employee compensation               5,116                5,077
  Income taxes payable                            -                  253
  Other current liabilities                   5,240                4,148
                                                                 
          Total current liabilities          41,892               24,485
                                                                 
Long-term obligations                         8,317                8,603
                                                                 
          Total liabilities                  50,209               33,088
                                                                 
          STOCKHOLDERS' EQUITY                                   
Preferred stock, par value $1.00                                 
  Authorized 1,000,000 shares                                          -
Common stock, par value $.10                                     
  Authorized 43,000,000 shares:                                  
    Issued 16,887,945 and                     1,689                1,684
      16,843,042 shares
Capital in excess of par value                  771                  570
Retained earnings                            26,834               25,623
                                                                 
Deferred employee benefits                                       
0 and 514,437 shares                             (2)                (307)
Treasury stock 333,519 and                     (709)                (709)
 333,519 shares
          Total stockholders' equity          28,583               26,861
                                                                 
Total liabilities and                       $ 78,792             $ 59,949
 stockholders' equity
                                                                 

The accompanying notes are an integral part of the condensed
consolidated financial statements.

<PAGE>

                               SWANK, INC.
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
           FOR THE QUARTERS ENDED SEPTEMBER 30, 1998 AND 1997
              (Dollars in thousands except per share data)
                 ---------------------------------


                                                    1998         1997

Net Sales                                       $ 39,041     $ 36,165

Cost of goods sold                                22,852       20,970

Gross profit                                      16,189       15,195

Selling and administrative expenses               14,181       12,941

Income from operations                             2,008        2,254

Interest charges, net                                523          438

Income before income taxes                         1,485        1,816

Provision for income taxes                           579          708

Net income                                         $ 906      $ 1,108

Share and per share information:                           

Weighted average common shares outstanding    16,550,736   16,296,913

Net income per common share                        $ .05        $ .07

Weighted average common shares outstanding    16,968,035   16,327,515
 assuming dilution

Net income per common share assuming               $ .05        $ .07
 dilution


The accompanying notes are an integral part of the condensed
consolidated financial statements.

<PAGE>
   
                                  SWANK, INC.
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                        (Dollars in thousands)
                           ----------------


                                                    1998         1997

Net Sales                                       $104,847     $ 91,311

Cost of goods sold                                61,255       51,719

Gross profit                                      43,592       39,592

Selling and administrative expenses               40,413       37,821

Income from operations                             3,179        1,771

Interest charges, net                              1,192        1,005

Income before income taxes                         1,987          766

Provision for income taxes                           775          299

Net income                                       $ 1,212        $ 467

Share and per share information:                           

Weighted average common shares outstanding    16,529,419   16,358,391

Net income per common share                        $ .07        $ .03

Weighted average common shares outstanding    16,747,542   16,368,591
 assuming dilution                                          

Net income per share assuming dilution             $ .07        $ .03


The accompanying notes are an integral part of the condensed
consolidated financial statements.


<PAGE>

                                SWANK, INC.
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                           (Dollars in thousands)
                               --------------


                                                1998          1997

Cash flow from operating activities:                     
                                                         
Net income                                      $ 1,212       $ 467
                                                         
Adjustments to reconcile net income                      
 to net cash used in operations:                         
                                                         
  Depreciation and amortization                   1,668       1,375
  Loss on sale of fixed assets                       (3)          -
  Decrease in receivable allowances              (3,461)     (2,471)
  Increase in post retirement benefits              225         225
                                                         
Changes in assets and liabilities                        
   Increase in accounts receivable               (5,667)     (7,301)
   Increase in inventory                        (10,898)     (7,555)
  (Increase) Decrease in prepaid and other               
   current                                         (496)         89
   Increase in other assets                        (522)       (293)
   Increase in accounts payable, accrued          3,022         147
     and other liabilities
                                                         
               Net cash used in operations      (14,920)    (15,317)
                                                         
Cash flow from investing activities:                     
  Capital expenditures                             (698)       (807)
  Proceeds from sale of property, plant and           6           -
   equipment
                                                         
               Net cash used in investing          (692)       (807)
                activities
                                                         
Cash flow from financing activities:                     
                                                         
  Borrowing under revolving credit               54,339      35,053
   agreements
  Payments of revolving credit obligations      (37,001)    (19,712)
  Principal payments on long-term                (2,695)     (1,105)
   obligations
  Payments of capital lease obligations            (297)       (252)
  Advance to retirement plan                         (2)       (289)
  Proceeds from exercise of employee stock           42           -
   options
                                                         
               Net cash provided by              14,386      13,695
                financing activities
                                                         
  Net decrease in cash and cash equivalents      (1,226)     (2,429)
                                                         
  Cash and cash equivalents at beginning of       1,235       2,871
   period
                                                         
  Cash and cash equivalents at end of               $ 9       $ 442
   period



The accompanying notes are an integral part of the condensed
consolidated financial statements.


<PAGE>

                           SWANK, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)


(1)  The unaudited information furnished herein reflects all
  adjustments (consisting only of normal recurring adjustments)
  which are, in the opinion of management, necessary to present
  a fair statement of the results for the periods ended
  September 30, 1998 and 1997.  The financial information
  contained herein represents condensed financial data and,
  therefore, does not include all footnote disclosures required
  to be included in financial statements prepared in conformity
  with generally accepted accounting principles. Certain amounts
  from previous periods have been reclassified to conform with
  the current presentation. Footnote information was included in
  financial statements included in the Company's 1997 Annual
  Report to Stockholders which was incorporated by reference in
  the Company's annual report on Form 10-K for the fiscal year
  ended December 31, 1997.  The condensed financial data
  included herein should be read in conjunction with the
  information in the annual report.

(2)  During the three month period ended September 30, 1998, the
  Company has not incurred any material changes in commitments and
  contingencies set forth in Footnote I of the 1997 Annual Report
  to Stockholders.

(3)  The following table sets forth the computation of net income
  per share for the quarters and nine month periods ending
  September 30, 1998 and September 30, 1997 (in thousands, except
  for share and per share data):

<TABLE>
                                                                 Quarter                Nine months
                                                           Ended September 30,      Ended September 30,
                                                              1998        1997        1998         1997
<S>                                                    <C>          <C>         <C>         <C>
Numerator:                                                                               
Net income                                                   $ 906     $ 1,108     $ 1,212        $ 467
                                                                                           
Denominators:                                                                            
Weighted average common shares outstanding              16,550,736  16,509,523  16,529,419   16,509,523
Effect of excluding unallocated shares held in ESOP              0     212,610           0      151,132
Shares used in computing net income per common share    16,550,736  16,296,913  16,529,419   16,358,391
Effect of dilutive options                                 417,299      30,602     218,123       10,200
Shares used in computing net income per common share    16,968,035  16,327,515  16,747,542   16,368,591
 assuming dilution
Net income per common share                                  $ .05       $ .07       $ .07        $ .03
Net income per common share assuming dilution                $ .05       $ .07       $ .07        $ .03

</TABLE>

(4)  During the quarter ended March 31, 1998, the Company
  fulfilled its previously recorded commitment to allocate 514,437
  shares to the individual accounts of participants in the stock
  ownership component of the Company's retirement plan. As a result
  of the allocation, deferred employee benefits was reduced by
  $307,000, accrued  employee compensation was reduced by $470,000
  and capital in excess of par value was increased  by $163,000.

(5)  In April 1998, the Company prepaid, in full, the remaining
  principal balance outstanding on its Term Loan and applicable
  fees utilizing borrowings under the Company's existing revolving
  credit facility.

<PAGE>

                               SWANK, INC.
     Notes to Condensed Consolidated Financial Statements (Unaudited)
                              (continued)
  
(6)  In July 1998, the Company signed a new  five year $30
  million revolving credit agreement (the "1998 Revolving Credit
  Agreement") with PNC Bank, National Association (the "Bank"). The
  new financing replaced the Company's prior $25 million credit
  facility and is collateralized by substantially all of the
  Company's domestic accounts receivable, inventory and machinery
  and equipment. The terms of the 1998 Revolving Credit Agreement
  permit the Company to borrow against a percentage of eligible
  accounts receivable and eligible inventory at an interest rate
  equal to the Bank's prime rate or at a Eurodollar lending rate
  plus 1.75%.  The 1998 Revolving Credit Agreement requires a
  facility fee of 3/8% per annum on the unused portion of the
  revolving credit facility.  Under the 1998 Revolving Credit
  Agreement,  the Company must maintain a certain fixed charge
  coverage ratio and payment of dividends is prohibited. In
  addition, the 1998 Revolving Credit Agreement imposes limits on
  capital expenditures and additional indebtedness for borrowed
  money.

(7)  Change in Accounting Principle. Effective January 1, 1998,
  the Company adopted Statement of Financial Accounting Standards
  No. 130, "Reporting Comprehensive Income."  This Statement
  requires that all items recognized under accounting standards as
  components of comprehensive income be reported in an annual
  financial statement that is displayed with the same prominence as
  the other annual financial statements.  This statement also
  requires that an entity classify items of other comprehensive
  income by their nature in an annual financial statement.  Annual
  financial statements for prior periods will be reclassified, as
  required.  The Company's total comprehensive income consisting of
  unrealized gains and losses on marketable securities, net of
  income tax, was:
                         
                                     Quarter            Nine Months
                               Ended September 30,  Ended September 30,
                                    1998     1997         1998    1997
                                    (In thousands)       (In thousands)
 
Net Income                          $906   $1,108       $1,212    $467

Other comprehensive income (loss)    (50)      16          (20)     17

       Total comprehensive income  $ 856   $1,124       $1,192   $ 484


(8)  The Company will adopt the provisions of Statement of
  Position 98-1 "Accounting for the Costs of Computer Software
  Developed or Obtained for Internal Use" ( the "SOP") in the first
  quarter of 1999. The SOP establishes criteria for capitalizing
  internal and external costs associated with software and any new
  accounting treatment will be applied prospectively.  Based on
  presently planned software projects, management anticipates that
  adoption of the SOP will not have a material impact on the
  Company's financial statements.

<PAGE>

                              SWANK, INC
     Notes to Condensed Consolidated Financial Statements (Unaudited)
                             (continued)
  
(9)  Subsequent event.  In April 1998,  the Company's
  stockholders approved the Swank, Inc. 1998 Equity Incentive
  Compensation Plan (the "Plan") which replaced the Company's prior
  incentive stock plans, all of which had expired by their terms.
  The Plan permits the Company's Board to grant a maximum of
  3,000,000 shares to key employees through stock options, stock
  appreciation rights, restricted stock units, performance awards
  and other stock-based awards. Long-term performance awards were
  granted under the Plan in October 1998 to certain key employees.
  Awards are based upon a formula which incorporates a minimum and
  maximum range of cumulative earnings, determined before incentive
  compensation pursuant to the awards and before income taxes, for
  the three year period ending December 31, 2000.  If earned, the
  awards will be payable partially in cash and partially in
  restricted shares of the Company's common stock. Each award is
  entirely denominated in dollars. The number of restricted shares
  to be issued  to participants will be the aggregate dollar amount
  of the equity portion of the awards divided by the fair value of
  the Company's shares at the date of distribution. Based on a
  market value of $1.08625 per share for the Company's common stock
  when the awards were granted, a maximum of approximately
  1,383,100 shares have been awarded. Restrictions on any shares
  actually issued will lapse over a three year period from the date
  of issuance.

<PAGE>

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

Results of Operations

  As is customary in the fashion accessories industry, the
Company makes modifications to its lines coinciding with the
Spring and Fall seasons. The Company believes that results of
operations are more meaningful on a seasonal basis than on a
quarterly basis as the timing of sales and related income between
quarters can be affected by the availability of materials, retail
sales and fashion trends. These factors may affect the shift of
volume between quarters within a season differently in one year
than another. Due to seasonality and other factors, the results
of the quarter are not necessarily indicative of the results to
be expected for the full year.

Net Sales

  Net sales for the quarter and nine months ended September 30,
1998  were $39,041,000 and $104,847,000 respectively, an increase
of $2,876,000 (8.0%) and $13,536,000 (14.8%) over the quarter and
nine months ended September 30, 1997, respectively.

  Included in net sales for the nine month periods ending
September 30 are annual second quarter adjustments to record the
variance between customer returns of prior year shipments
actually received in the current year and the estimate used to
establish the allowance for customer returns at the end of the
preceding fiscal year.  At December 31, 1997, the allowance for
returns was established  in consideration of  new product lines
for which initial shipments were made during 1997 and for which
the Company had no direct prior experience. These adjustments
increased net sales in both 1998 and 1997, as set forth in the
following table:

                              Increase (Decrease) in Net Sales
                                 1998         1997      Change
Men's and Women's Jewelry  $1,014,000     $292,000    $722,000
Men's Leather Accessories   1,527,000      752,000     775,000
Other products                      0       (3,000)      3,000
Total                      $2,541,000   $1,041,000  $1,500,000

  Net sales of Men's and Women's Jewelry  increased by $1,294,000
(8.4%) and $4,825,000 (12.1%) compared to the quarter and nine
months ended September 30, 1997. The increase in Jewelry net
sales for both the quarter  the nine months is primarily due to
increased domestic shipments of the Company's women's Guess?
jewelry line and higher sales of women's jewelry to certain new
and existing mass merchandise customers.  The sales increase for
the nine month period  also  includes  the returns adjustment
recorded in the second quarter described in the preceding
paragraph.  Shipments of out of line goods decreased during both
the quarter and nine month period relative to the prior year and
export sales declined due to weaker demand from Asian customers.

<PAGE>

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

Net Sales , (continued)

  Men's leather accessories net sales increased by $1,544,000
(7.7%) and $8,655,000 (17.5%), respectively compared to the
quarter and nine months ended September 30, 1997.  The
improvement for both the quarter and nine months primarily
reflects increased shipments of men's belts licensed under
certain new men's designer labels first introduced in 1997.  The
sales increase for the nine months ended September 30, 1998  also
includes the second quarter returns adjustment described above.
In addition, sales of Men's leather accessories during the first
half of 1997 may have been adversely affected by a reduction in
orders for established products by certain retailers pending the
availability of  new Men's designer lines later in that year.

  Sales through the Company's factory outlet stores constituted
less than 5% of net sales for  the nine month  periods ended
September 30, 1998 and 1997 . Management believes that the
Company's factory outlets remain  a useful distribution channel
for the disposition of excess inventory and/or discontinued
inventory.

Gross Profit

  Gross profit for the quarter and nine months ended September
30, 1998 increased $994,000 (6.5%) and $4,000,000 (10.1%),
respectively compared to 1997.  Men's and Women's Jewelry gross
profit increased $938,000 (13.6%) for the quarter and $2,257,000
(12.0%) for the nine month period, as compared to the equivalent
periods in 1997.  Men's Leather Accessories gross profit
increased $35,000 (less than 1%) and $1,668,000 (8.4%),
respectively, for the quarter and for the nine months ended
September 30, 1998.

  Included in gross profit for the nine months ending September
30 are annual second quarter adjustments to record the variance
between customer returns of prior year shipments actually
received in the current year and the allowance for customer
returns which was established at the end of the preceding fiscal
year. At December 31, 1997, the allowance for returns was
established in consideration of  new product lines for which
initial shipments were made during 1997 and for which the Company
had no direct prior experience. These adjustments increased gross
profit in both 1998 and 1997, as set forth in the following
table:


                           Increase (Decrease) in Gross Profit
                                  1998      1997       Change
Men's and Women's Jewelry     $752,000  $210,000    $ 542,000
Men's Leather Accessories    1,036,000   476,000      560,000
Other product lines                  0    (2,000)       2,000
Total                       $1,788,000  $684,000   $1,104,000


  Gross profit expressed as a percentage of net sales decreased
to 41.5% from 42.0% for the quarter and decreased to 41.6% from
43.4% for the nine months ended September 30, 1998, as compared
to the equivalent periods in 1997. Gross profit percentage
decreased .5% during the quarter compared to 1997 mostly from a
reduction in favorable manufacturing overhead variances and
higher royalty costs.  The reduction of 1.8% in gross profit as a
percent of sales for the nine month period occurred primarily in
the first quarter and is principally attributable to higher
product costs resulting from a less favorable product mix,
including the disposition of excess and out of line merchandise,
increased royalty expenses, certain non-recurring costs and a
reduction in favorable overhead variances incurred in connection
with jewelry and belt manufacturing all as compared to the first
quarter of 1997.

<PAGE>

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

  Men's and Women's Jewelry gross profit as a percent of net
sales increased to 47.0% from 44.7% for the quarter and was
unchanged at  47.1%  for the nine months ended September 30,
1998, both as compared to the equivalent periods in 1997.  The
increase in gross profit percentage for Men's and Women's Jewelry
during the quarter was primarily due to a more favorable product
mix and lower inventory control expenses, partially offset by
unfavorable manufacturing overhead variances.

  Gross profit as a percent of net sales for Men's Leather
accessories decreased to 36.9% from 39.3% for the quarter and
declined to 37.1% from 40.1% for the nine months ended September
30, 1998, compared to the same periods in 1997. Gross profit as a
percentage of net sales decreased 2.4% for the quarter and 3.0%
for the nine months primarily due to a less favorable sales mix.
Gross profit was also affected during both the quarter and nine
month period by higher royalty expenses and a reduction in
favorable production variances in connection with belt
manufacturing as compared to the equivalent periods in 1997.

Selling and Administrative Expenses

  Selling and administrative expenses were $14,181,000 and
$40,413,000 for the quarter and  nine months ended September 30,
1998, respectively, an increase of $1,240,000 (9.6%) and
$2,592,000 (6.9%) compared to the quarter and nine month 1997
periods, respectively. The increase in selling expenses for both
the quarter and nine month period is principally due to increased
sales commissions and other variable costs associated with higher
sales volume. Selling expenses were also impacted during the
quarter by planned increases in promotional costs incurred in
connection with positioning certain products in certain markets.
Administrative expenses for the nine months ended September 30,
1998 were higher than  in 1997 partly as a result of accruals of
incentive compensation in 1998 and partly from a  reduction in
the provision for bad debts recorded in the second quarter of
1997.  Total advertising and promotional expenditures totaled
6.8% and 6.0% of net sales for the quarters ending September 30,
1998 and September 30, 1997, respectively, reflecting the
increased promotional activity  in 1998, and 6.8 % and 7.3% of
net sales for the nine months ending September 30, 1998 and
September 30, 1997, respectively. Selling and administrative
expenses as a percentage of net sales increased to 36.3% in 1998
from 35.8% for the quarter reflecting increased promotional
expenditures and decreased as a percentage of net sales to 38.5%
in 1998 from 41.4% for the nine month period n 1997 primarily due
to the increase in net sales.

Interest Expense

  Net interest expense increased $84,000 (19.2%) for the quarter
and $187,000 (18.6%) for the nine months ended September 30, 1998
reflecting increased borrowing levels during these periods.  In
1997,  the Company did not commence substantial borrowings under
its revolving credit agreement until late February.  Net interest
expense for the nine months ended September 30, 1998  includes
approximately $78,000 in non-recurring interest income which was
recorded in the first quarter.

<PAGE>

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

Provision for Income Taxes

  The Company recorded a provision for income taxes for both
the quarter nine month periods ending September 30, 1998 at an
estimated effective full-year rate of 39.0%. The Company recorded
a tax provision during the comparable periods of 1997 at the same
rate.

Liquidity and Capital Resources

  The Company's working capital increased by $1,431,000 during
the nine months ended September 30, 1998 as compared to an
increase of  $450,000 for the comparable 1997 period.

  As is customary in the fashion accessories industry,
substantial percentages of the Company's sales and earnings occur
in the months of September, October and November, during which
the Company makes significant shipments of its products to
retailers for sale during the holiday season. As a result,
receivables peak in the fourth quarter. The Company's inventories
traditionally are at a seasonal low point at year-end. Then the
Company generally builds its inventory during the first three
quarters of the year to meet the demand for the holiday season.
The required cash is provided by a revolving credit facility.

  Cash used in operations for the nine month period totaled
$14,902,000, consisting primarily of inventory increases of
$10,898,000 during the period (compared to an increase of
$7,555,000  in 1997) reflecting seasonal growth, including
planned earlier procurement in 1998 designed to improve customer
delivery performance for the fall season. The broadening of the
Company's product offerings through licensed Men's designer lines
introduced in 1997 has added upward pressure on the Company's
investment in inventory.  The Company continues to focus on asset
management as part of its overall program to enhance its
competitiveness, productivity and efficiency.   Accounts
receivable increased by $5,667,000 in 1998 and by $7,301,000 in
1997 as compared to the preceding year end reflecting the
seasonal increase in net sales during the respective nine month
periods.   Accounts receivable allowances decreased  by
$3,461,000 in 1998 and by $2,471,000 in 1997 as compared to the
preceding year end due to actual current year charges processed
for cash discounts, doubtful accounts, in-store markdowns,
cooperative advertising and customer returns. These reductions
are partially offset by increases resulting from accruals
associated with current period activity.

  Cash used in investing activities was $692,000, principally
for equipment. Cash provided by financing activities totaled
$14,368,000 consisting primarily of net borrowings under the
Company's revolving credit agreements and  prepayment, in full,
of bank term borrowings during the second quarter totaling
$2,695,000.

  In July 1998, the Company signed a new  five year $30 million
revolving credit agreement (the "1998 Revolving Credit
Agreement") with PNC Bank, National Association (the "Bank"). The
new financing replaced the Company's prior $25 million credit
facility and is collateralized by substantially all of the
Company's domestic accounts receivable, inventory and machinery
and equipment. The terms of the 1998 Revolving Credit Agreement
permit the Company to borrow against a percentage of eligible
accounts receivable and eligible inventory at an interest rate
equal to the Bank's prime rate or at a Eurodollar lending rate
plus 1.75%.  The 1998 Revolving Credit Agreement requires a
facility fee of 3/8% per annum on the unused portion of the
revolving credit facility.  Under the 1998 Revolving Credit
Agreement,  the Company must maintain a certain fixed charge
coverage ratio and payment of dividends is prohibited. In
addition, the 1998 Revolving Credit Agreement imposes limits on
capital expenditures and additional indebtedness for borrowed
money.  Management believes that this credit facility is adequate
to meet the Company's  working capital needs over the foreseeable
future.

<PAGE>

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


Year 2000

  Management's present assessment is that the Company will be
able to modify  its  significant  software systems on a timely
basis to make them Year 2000 compliant without material effects
on the Company's business or results of operations. This
assessment is unchanged from that previously reported.

  Management has completed the identification of date issues
associated with key applications software and the necessary
modifications are, for the most part, complete. Most of the
Company's applications software was internally developed and the
necessary modifications have been and are being made utilizing
internal resources.
User testing of the modified software is in various stages of
completion and is presently anticipated to be substantially
complete prior to March 31, 1999.  Operating systems for key
hardware components are either Year 2000 compliant or will be
upgraded prior to December 31, 1998.  Formal Year 2000 assessment
of the Company's network is expected to be completed by March 31,
1999.
     
  The process of identifying potential issues associated with
embedded technology  or so called non-IT systems has not been
formally initiated.  Management has considered the Company's
manufacturing processes, the age of its facilities and the
associated building systems in determining that non-IT systems
represent relatively low risk and has deferred action until
conclusion of work on key applications software.
     
  The Company's principal retail customers have been extending the
scope of their electronic interfaces with the Company and
management believes that this is likely to continue.  To date,
these interfaces have consisted principally of sales order entry
transactions through Electronic Data Interchange ("EDI").  The
Company has been able to respond to its customers' Year 2000
requirements without material effects on the Company's business
or results of operations and management presently has no reason
to believe that the Company will not be able to continue to do
so.

  In September 1998,  the Company implemented a program to contact
third parties with whom it has material business relationships to
obtain information and representations with respect to the
respective readiness of each for Year 2000.  Third parties
contacted include major customers, determined regardless of
whether there is an existing EDI relationship, major vendors and
suppliers of key services such as utilities, telecommunications
and banking.  The Company is still receiving the responses to its
inquiries and is in the process of evaluating the responses.

  Various third parties with whom the Company has material
business relationships have represented that they have programs
in place to attain Year 2000 compliance but with a completion
date in 1999. Management has determined that for the time being
it is in the best interest of the Company to periodically monitor
the progress of key vendors and suppliers by obtaining updated
representations and/or by review of their public disclosures,
where available, rather than  disrupt mutually beneficial
relationships and attempt to identify alternative sources solely
on the basis of represented Year 2000 compliance.  This position
will be reassessed in each individual case in the third quarter
of 1999 in light of the information then available.

<PAGE>

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

Year 2000, (continued)

  With respect to material customers, management is relatively
less concerned about EDI transactions per se because of their
defined protocols, the utilization of generally available third
party translators and the ability to conduct mutual testing.
However,  there remains the risk that  EDI customers' may
experience other systems issues internal to them which disrupt
the functionality of otherwise Year 2000 compliant EDI systems.
A significant disruption in EDI processing could materially
impair the Company's shipments. Management has determined that,
for the time being, it is in the best interest of the Company to
periodically monitor the progress of key customers by obtaining
updated representations and/or by review of their public
disclosures, where available. Major customers' progress will be
reassessed in the third and fourth quarters of 1999 and, if
issues remain, management anticipates the ability to ameliorate
the problem, at least temporarily, through development of
mutually agreed strategies which might include some acceleration
of order placement during 1999. January and February are
typically important cash flow months as the Company's retail
customers remit payments for their seasonally high pre-holiday
purchases. Irrespective of EDI, it is possible that the ability
of one or more material customers to process payments may be
impaired.  Management believes that the existing revolving line
of credit will be adequate for a number of months in the event of
unanticipated delays in customer remittances.

  Presently, it is management's view that service providers
represent the greatest conceptual risk to material disruption in
the Company's operations. The Company is dependent upon utilities
and telecommunications entities for day-to-day operations as well
as upon the ability of its banks to provide cash receipts and
disbursements services as well as working capital. To the extent
that any of these entities are significantly impaired for more
than a relatively short period the corresponding impact on the
Company is likely to be material.

  The Company has not yet developed a contingency plan and has no
definitive plans in this regard other than to quarterly reassess
the need to develop a formal plan during 1999. This assessment
will be based for the most part on the results of the periodic
monitoring of material third parties as described above.
Management notes that relatively modest actions may be sufficient
to significantly reduce certain risks to the Company. For
example, if it appears warranted, management  has the ability
prior to year end to accelerate procurement of inventories which
would otherwise take place in the first quarter.  In addition,
management believes that alternative sources of supply are
readily available for most of its purchased materials and
finished products and that relationships with such sources could
be developed within a few months. Management believes that the
Company's seasonality with reduced activity in the first quarter
provides something of a buffer against the worst case customer
and service provider scenarios.   The Company's exposure to lost
revenue and the risk of reduction in its other activities will be
significantly less in the first quarter of 2000 than in the last
quarter of 1999. January will be the first month in a Year 2000
operating environment and January is historically a relatively
low volume month for the Company.

<PAGE>

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

Year 2000, (continued)

  As described above, most of the Company's applications software
was internally developed and the necessary modifications have
been and are being made utilizing existing internal personnel
resources. These resources are included in the Company's
recurring IT budget.  Management does not believe that use of
existing resources for Year 2000 remediation has been materially
detrimental to the completion of other significant IT projects.
The Company has had to purchase specific Year 2000 upgrades with
respect to certain third party software applications. The
aggregate cost of these upgrades through September 30, 1998 is
approximately $70,000 and no significant additional specific Year
2000 expenditures are presently anticipated for third party
software.  The Company has been working toward standard minimum
personal computer  (PC) specifications and common PC operating
systems. Acceleration of this program, if any, required by Year
2000 considerations is not expected to be significant.

"Forward Looking Statements"

  Certain of the preceding paragraphs contain "forward
looking statements" under the securities laws of the United
States. Actual results may vary from anticipated results as a
result of various risks and uncertainties, including sales
patterns, overall economic conditions, competition, pricing,
consumer buying trends and other factors.

<PAGE>


                   PART II - OTHER INFORMATION



Item 6.     Exhibits and Reports on Form 8-K

(a)  Exhibit No. Description

       
       10.0   Swank, Inc. 1998 Equity Incentive Compensation Plan.
       
       27.0   Financial Data Schedule.


(b)  Reports on Form 8-K - none





                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                 SWANK, INC.
                                 Registrant



                                 \S\ Christopher F. Wolf
                                 Christopher F. Wolf
                                 Senior Vice President, Treasurer
                                 and Chief Financial Officer


Date:  November 12, 1998