STATE OF DELAWARE
                                               SECRETARY OF STATE
                                         DIVISION OF CORPORATIONS
                                        FILED 09:00 AM 10/27/1999
                                              991455323 - 0349202

                   CERTIFICATE OF DESIGNATION,
            PREFERENCES AND RIGHTS OF SERIES D JUNIOR
                  PARTICIPATING PREFERRED STOCK

                               of

                           SWANK, INC.

     Pursuant to Section 151 of the General Corporation Law
                    of the State of Delaware

     The undersigned officers of Swank, Inc., a corporation
organized and existing under the General Corporation Law of the
State of Delaware (the "Corporation"), in accordance with the
provisions of Section 103 thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated Certificate of
Incorporation, as amended (the "Restated Certificate of
Incorporation"), of the said Corporation, the said Board of
Directors, by unanimous written consent dated October 26, 1999,
adopted the following resolution creating a series of 430,000
shares of Preferred Stock designated as Series D Junior
Participating Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board
of Directors of this Corporation in accordance with the
provisions of its Amended and Restated Certificate of
Incorporation, a series of Series D Preferred Stock of the
Corporation be and it hereby is created, and that the designation
and amount thereof and the voting powers, preferences and
relative, participating, optional and other special rights of the
shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:

     Section 1.  DESIGNATION AND AMOUNT.  The shares of such
series shall be designated as "Series D Junior Participating
Preferred Stock" and the number of shares constituting such
series shall be 430,000.

     Section 2.  DIVIDENDS AND DISTRIBUTIONS.

          (A)  Subject to the prior and superior rights of the
     holders of any shares of any series of Preferred Stock
     ranking prior and superior to the shares of Series D Junior
     Participating Stock, the holders of shares of Series D
     Junior Participating Preferred Stock shall be entitled to
     receive, when, as and if declared by the Board of Directors
     out of funds legally available for the purpose, quarterly
     dividends payable in cash on the last day of March, June,
     September and December in each year (each such date being
     referred to herein as a "Quarterly Dividend Payment Date"),
     commencing on the first Quarterly Dividend Payment Date
     after the first issuance of a share or fraction of a share
     of Series D Junior Participating Preferred Stock, in an
     amount per share (rounded to the nearest cent) equal to the
     greater of (a) $0.01 or (b) subject to the provision for
     adjustment hereinafter set forth, 100 times the aggregate
     per share amount of all cash dividends, and 100 times the
     aggregate per share amount (payable in kind) of all non-cash
     dividends or other distributions other than a dividend
     payable in shares of Common Stock or a subdivision of the
     outstanding shares of Common Stock (by reclassification or
     otherwise), declared on the Common Stock, par value $0.10
     per share, of the Corporation (the "Common Stock") since the
     immediately preceding Quarterly Dividend Payment Date, or,
     with respect to the first Quarterly Dividend Payment Date,
     since the first issuance of any share or fraction of a share
     of Series D Junior Participating Preferred Stock.  In the
     event the Corporation shall at any time after October 26,
     1999 (the "Rights Declaration Date") (i) declare any
     dividend on Common Stock payable in shares of Common Stock,
     (ii) subdivide the outstanding Common Stock, or (iii)
     combine the outstanding Common Stock into a smaller number
     of shares, then in each such case the amount to which
     holders of shares of Series D Junior Participating Preferred
     Stock were entitled immediately prior to such event under
     clause (b) of the preceding sentence shall be adjusted by
     multiplying such amount by a fraction the numerator of which
     is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding
     immediately prior to such event.

          (B)  The Corporation shall declare a dividend or
     distribution on the Series D Junior Participating Preferred
     Stock as provided in Paragraph (A) above immediately after
     it declares a dividend or distribution on the Common Stock
     (other than a dividend payable in shares of Common Stock);
     provided that, in the event no dividend or distribution
     shall have been declared on the Common Stock during the
     period between any Quarterly Dividend Payment Date and the
     next subsequent Quarterly Dividend Payment Date, a dividend
     of $0.01 per share on the Series D Junior Participating
     Preferred Stock shall nevertheless be payable on such
     subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative
     on outstanding shares of Series D Junior Participating
     Preferred Stock from the Quarterly Dividend Payment Date
     next preceding the date of issue of such shares of Series D
     Junior Participating Preferred Stock, unless the date of
     issue of such shares is prior to the record date for the
     first Quarterly Dividend Payment Date, in which case
     dividends on such shares shall begin to accrue from the date
     of issue of such shares, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the
     record date for the determination of holders of shares of
     Series D Junior Participating Preferred Stock entitled to
     receive a quarterly dividend and before such Quarterly
     Dividend Payment Date, in either of which events such
     dividends shall begin to accrue and be cumulative from such
     Quarterly Dividend Payment Date.  Accrued but unpaid
     dividends shall not bear interest.  Dividends paid on the
     shares of Series D Junior Participating Preferred Stock in
     an amount less than the total amount of such dividends at
     the time accrued and payable on such shares shall be
     allocated pro rata on a share-by-share basis among all such
     shares at the time outstanding.  The Board of Directors may
     fix a record date for the determination of holders of shares
     of Series D Junior Participating Preferred Stock entitled to
     receive payment of a dividend or distribution declared
     thereon, which record date shall be no more than 30 days
     prior to the date fixed for the payment thereof.

     Section 3. VOTING RIGHTS.  The holders of shares of Series D
Junior Participating Preferred Stock shall have the following
voting rights:

          (A)  Subject to the provision for adjustment
     hereinafter set forth, each share of Series D Junior
     Participating Preferred Stock shall entitle the holder
     thereof to 100 votes on all matters submitted to a vote of
     the stockholders of the Corporation.  In the event the
     Corporation shall at any time after the Rights Declaration
     Date (i) declare any dividend on Common Stock payable in
     shares of Common Stock, (ii) subdivide the outstanding
     Common Stock, or (iii) combine the outstanding Common Stock
     into a smaller number of shares, then in each such case the
     number of votes per share to which holders of shares of
     Series D Junior Participating Preferred Stock were entitled
     immediately prior to such event shall be adjusted by
     multiplying such number by a fraction the numerator of which
     is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding
     immediately prior to such event.

          (B)  Except as otherwise provided herein or by law, the
     holders of shares of Series D Junior Participating Preferred
     Stock and the holders of shares of Common Stock shall vote
     together as one class on all matters submitted to a vote of
     stockholders of the Corporation.

          (C)  Except as set forth herein or as provided by law,
     holders of Series D Junior Participating Preferred Stock
     shall have no special voting rights and their consent shall
     not be required (except to the extent they are entitled to
     vote with holders of Common Stock as set forth herein) for
     taking any corporate action.

     Section 4. CERTAIN RESTRICTIONS.

          (A)  Whenever quarterly dividends or other dividends or
     distributions payable on the Series D Junior Participating
     Preferred Stock as provided in Section 2 are in arrears,
     thereafter and until all accrued and unpaid dividends and
     distributions, whether or not declared, on shares of Series
     D Junior Participating Preferred Stock outstanding shall
     have been paid in full, the Corporation shall not:

               (i)  declare or pay dividends on, make any other
          distributions on, or redeem or purchase or otherwise
          acquire for consideration any shares of stock ranking
          junior (either as to dividends or upon liquidation,
          dissolution or winding up) to the Series D Junior
          Participating Preferred Stock;

               (ii) declare or pay dividends on or make any other
          distributions on any shares of stock ranking on a
          parity (either as to dividends or upon liquidation,
          dissolution or winding up) with the Series D Junior
          Participating Preferred Stock, except dividends paid
          ratably on the Series D Junior Participating Preferred
          Stock and all such parity stock on which dividends are
          payable or in arrears in proportion to the total
          amounts to which the holders of all such shares are
          then entitled;

               (iii) redeem or purchase or otherwise acquire
          for consideration shares of any stock ranking on a
          parity (either as to dividends or upon liquidation,
          dissolution or winding up) with the Series D Junior
          Participating Preferred Stock, provided that the
          Corporation may at any time redeem, purchase or
          otherwise acquire shares of any such parity stock in
          exchange for shares of any stock of the Corporation
          ranking junior (either as to dividends or upon
          dissolution, liquidation or winding up) to the Series D
          Junior Participating Preferred Stock; or

               (iv) purchase or otherwise acquire for
          consideration any shares of Series D Junior
          Participating Preferred Stock, or any shares of stock
          ranking on a parity with the Series D Junior
          Participating Preferred Stock, except in accordance
          with a purchase offer made in writing or by publication
          (as determined by the Board of Directors) to all
          holders of such shares upon such terms as the Board of
          Directors, after consideration of the respective annual
          dividend rates and other relative rights and
          preferences of the respective series and classes, shall
          determine in good faith will result in fair and
          equitable treatment among the respective series or
          classes.

          (B)  The Corporation shall not permit any subsidiary of
     the Corporation to purchase or otherwise acquire for
     consideration any shares of stock of the Corporation unless
     the Corporation could, under Paragraph (A) of this Section
     4, purchase or otherwise acquire such shares at such time
     and in such manner.

     Section 5. REACQUIRED SHARES.  Any shares of Series D Junior
Participating Preferred Stock purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof.  All such shares
shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new
series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.

     Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP. (A) Upon
any liquidation (voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be made to the
holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series D
Junior Participating Preferred Stock unless, prior thereto, the
holders or shares of Series D Junior Participating Preferred
Stock shall have received $100.00 per share, plus an amount equal
to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series
D Liquidation Preference").  Following the payment of the full
amount of the Series D Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series D
Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount
per share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the Series D Liquidation Preference by
(ii) 100 (as appropriately adjusted as set forth in subparagraph
(C) below to reflect such events as stock splits, stock dividends
and recapitalization with respect to the Common Stock) (such
number in clause (ii), the "Adjustment Number").  Following the
payment of the full amount of the Series D Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of
Series D Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series D Junior Participating Preferred
Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to one (1) with
respect to such Preferred Stock and Common Stock, on a per share
basis, respectively.

          (B)  In the event, however, that there are not
     sufficient assets available to permit payment in full of the
     Series D Liquidation Preference and the liquidation
     preferences of all other series of preferred stock, if any,
     which rank on a parity with the Series D Junior
     Participating Preferred Stock, then such remaining assets
     shall be distributed ratably to the holders of such parity
     shares in proportion to their respective liquidation
     preferences.  In the event, however, that there are not
     sufficient assets available to permit payment in full of the
     Common Adjustment, then such remaining assets shall be
     distributed ratably to the holders of Common Stock.

          (C)  In the event the Corporation shall at any time
     after the Rights Declaration Date (i) declare any dividend
     on Common Stock payable in shares of Common Stock, (ii)
     subdivide the outstanding Common Stock, or (iii) combine the
     outstanding Common Stock into a smaller number of shares,
     then in each such case the Adjustment Number in effect
     immediately prior to such event shall be adjusted by
     multiplying such Adjustment Number by a fraction the
     numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

     Section 7. CONSOLIDATION, MERGER, ETC.  In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
the shares of Series D Junior Participating Preferred Stock shall
at the same time be similarly exchanged or changed in an amount
per share (subject to the provision for adjustment hereinafter
set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as
the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation shall
at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series D
Junior Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.

     Section 8.  NO REDEMPTION.  The shares of Series D Junior
Participating Preferred Stock shall not be redeemable.  However,
the Company may purchase Series D Preferred Stock in the open
market or pursuant to an offer to a holder or holders of Series D
Preferred Stock.

     Section 9.  RANKING.  The Series D Junior Participating
Preferred Stock shall rank junior to all other series of the
Corporation's Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series
shall provide otherwise.  The Series D Junior Participating
Preferred Stock shall rank senior to the Corporation's Common
Stock.

     Section 10. AMENDMENT.  The Restated Certificate of
Incorporation shall not be further amended in any manner which
would alter or change the powers, preferences or special rights
of the Series D Junior Participating Preferred Stock so as to
affect them adversely without the affirmative vote of the holders
of a majority or more of the outstanding shares of Series D
Junior Participating Preferred Stock, voting separately as a
class.

     Section 11.  FRACTIONAL SHARES.  Series D Junior
Participating Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit
of all other rights of holders of Series D Junior Participating
Preferred Stock.


     IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the
penalties of perjury as of the 26th day of October 1999.


                              SWANK, INC.



                              /s/ John Tulin
                              Name: John Tulin
                              Title: President

Attest:


/s/ Jerold R.  Kassner
Secretary