UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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, 2005

                                       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)

            90 PARK AVENUE                                        10016
              NEW YORK, NY                                      (Zip code)
(Address of principal executive offices)

                                 (212) 867-2600
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE

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

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, and (2) has been subject to such filing requirements
for the past 90 days.

       Yes  X                            No
           ---                              ---

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

        Yes                              No  X
           ---                              ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

       Yes                               No  X
           ---                              ---

                      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, 2005
       --------------                     --------------------------------------
Common stock, $.10 par value                            5,731,921


<PAGE>

<TABLE>
<CAPTION>
                                   SWANK, INC.

                                      INDEX

                                                                                                                       Page No.
<S>                                                                                                                     <C>
 PART I.  FINANCIAL INFORMATION

 Item 1.    Condensed Financial Statements and Related Notes                                                              3 - 9

 Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations                       10 - 15

 Item 3.    Quantitative and Qualitative Disclosures about Market Risk                                                       16

 Item 4.    Controls and Procedures                                                                                          16


 PART II.  OTHER INFORMATION

 Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds                                                      17

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

 Item 6.    Exhibits                                                                                                         18

 Signatures                                                                                                                  19

 Exhibit Index                                                                                                               20

 Exhibit 31.01 - Rule 13a-14(a) Certification of John Tulin, President and Chief Executive Officer of the Company.           21

 Exhibit 31.02 - Rule 13a-14(a) Certification of Jerold R. Kassner, Senior Vice President and Chief Financial
 Officer of the Company.                                                                                                     22

 Exhibit 32.01 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.                                                                                                 23
</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                   SWANK, INC.
                      CONDENSED BALANCE SHEETS (UNAUDITED)
                    (DOLLARS IN THOUSANDS EXCEPT SHARE DATA)

                                                                               SEPTEMBER 30, 2005                DECEMBER 31, 2004
                                                                               ------------------                -----------------
            ASSETS

 Current:

<S>                                                                       <C>              <C>             <C>              <C>
   Cash and cash equivalents                                                                $ 843                            $ 733
   Accounts receivable, less allowances
     of $5,407 and $5,595, respectively                                                    17,351                           11,344
    Inventories, net:
           Raw materials                                                     107                                98
           Work in process                                                 1,851                             1,057
           Finished goods                                                 13,412                            12,949
                                                                          ------                            ------
                                                                                           15,370                           14,104

   Prepaid and other current assets                                                           849                              522
                                                                                              ---                              ---

           Total current assets                                                            34,413                           26,703

 Property, plant and equipment, net of
     accumulated depreciation and amortization                                                434                              499
 Other assets                                                                               3,346                            3,576
                                                                                            -----                            -----

 Total assets                                                                            $ 38,193                         $ 30,778
                                                                                         ========                         ========

            LIABILITIES

 Current:

   Notes payable to banks                                                                $ 18,291                         $ 11,301
   Current portion of long-term debt                                                          543                            1,443
   Accounts payable                                                                         4,856                            3,579
   Accrued employee compensation                                                              670                              727
   Other current liabilities                                                                2,619                            2,512
                                                                                            -----                            -----

           Total current liabilities                                                       26,979                           19,562

 Long-term obligations                                                                      6,591                            6,669
                                                                                            -----                            -----

 Total liabilities                                                                         33,570                           26,231
                                                                                           ------                           ------

            STOCKHOLDERS' EQUITY Preferred stock, par value $1.00:

   Authorized - 1,000,000 shares                                                                -                                -
 Common stock, par value $.10:
   Authorized - 43,000,000 shares:

     Issued -- 5,908,712 shares and 5,633,712                                                 591                              563
 Capital in excess of par value                                                             1,460                            1,440
 Retained earnings                                                                          2,970                            2,836
 Accumulated other comprehensive (loss), net of tax                                          (56)                             (56)
 Treasury stock, at cost, 176,791 shares and 111,222                                        (342)                            (236)
                                                                                            -----                            -----

           Total stockholders' equity                                                       4,623                            4,547
                                                                                            -----                            -----

 Total liabilities and stockholders' equity                                              $ 38,193                         $ 30,778
                                                                                         ========                         ========
</TABLE>



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


                                       3
<PAGE>

                                   SWANK, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE QUARTERS ENDED SEPTEMBER 30, 2005 AND 2004
             (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
                        ---------------------------------

<TABLE>
<CAPTION>
                                                                             2005          2004
                                                                          ----------    ----------
<S>                                                                          <C>           <C>
Net sales                                                                    $25,934       $22,028

Cost of goods sold                                                            17,649        14,636
                                                                          ----------    ----------

Gross profit                                                                   8,285         7,392

Selling and administrative expenses                                            7,035         6,864
                                                                          ----------    ----------

Income from operations                                                         1,250           528

Interest expense                                                                 335           249
                                                                          ----------    ----------

Income from operations before income taxes                                       915           279

Income taxes                                                                       -             -
                                                                          ----------    ----------

Net income                                                                      $915          $279
                                                                          ==========    ==========

Share and per share information:

Basic net income per weighted average common share outstanding                  $.16          $.05
Basic weighted average common shares outstanding                           5,687,072     5,522,490
Fully diluted net income per weighted average common share outstanding          $.15          $.05
Fully diluted weighted average common shares outstanding                   6,223,120     5,947,810
</TABLE>


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


                                       4
<PAGE>


                                   SWANK, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
             (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
                        ---------------------------------


<TABLE>
<CAPTION>
                                                                              2005            2004
                                                                          -----------     -----------
<S>                                                                       <C>             <C>
Net sales                                                                     $67,202         $65,695

Cost of goods sold                                                             45,298          44,332
                                                                          -----------     -----------

Gross profit                                                                   21,904          21,363

Selling and administrative expenses                                            20,981          21,113

(Gain) on termination of lease and other non-recurring items                      (75)         (1,090)
                                                                          -----------     -----------

Income from operations                                                            998           1,340

Interest expense including write-off of deferred financing costs, net             865           1,332
                                                                          -----------     -----------

Income from operations before income taxes                                        133               8

Income taxes                                                                        -               -
                                                                          -----------     -----------

Net income                                                                       $133              $8
                                                                          ===========     ===========

Share and per share information:

Basic net income per weighted average common share outstanding                   $.02            $.00
Basic weighted average common shares outstanding                            5,594,017       5,522,490
Fully diluted net income per weighted average common share outstanding           $.02            $.00
Fully diluted weighted average common shares outstanding                    5,918,109       5,814,507
</TABLE>


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


                                       5
<PAGE>

                                   SWANK, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                             (DOLLARS IN THOUSANDS)
                                 --------------

<TABLE>
<CAPTION>
                                                                   2005         2004
                                                                 --------     --------
<S>                                                              <C>            <C>
Cash flows from operating activities:

Net income                                                           $133           $8
Adjustments to reconcile net income to net cash (used in)
provided by operations:
   Depreciation and amortization                                      164          295
   Loss on disposal of assets                                           -          454
   (Gain) on termination of real property lease                       (75)      (1,544)
   Loss on early termination of short-term debt                         -          409
   Amortization of deferred (gain)                                      -         (117)
   Bad debt expense                                                   180          305
   Decrease in cash surrender value of life insurance                   -          117

Changes in assets and liabilities
   (Increase) in accounts receivable                               (6,188)      (1,229)
   (Increase) in inventory                                         (1,266)        (329)
   (Increase) decrease in prepaid and other current assets           (327)          27
   Decrease (increase) in other non-current assets                    322           (2)
   Increase in accounts payable and other accrued liabilities         427        2,424
   (Decrease) increase in long-term obligations                        (3)         524
                                                                 --------     --------
       NET CASH (USED IN) PROVIDED BY OPERATIONS                   (6,633)       1,342
                                                                 --------     --------

Cash flows from investing activities:

   Capital expenditures                                               (32)        (226)
   Premiums on life insurance                                        (157)        (120)
   Net proceeds from sales of equipment                                 -          255
                                                                 --------     --------
       NET CASH (USED IN) INVESTING ACTIVITIES                       (189)         (91)
                                                                 --------     --------

Cash flows from financing activities:

   Borrowing under revolving credit agreements                     34,197       39,233
   Payments of revolving credit obligations                       (27,207)     (40,416)
   Costs to obtain new financing                                        -         (430)
   Proceeds from exercise of employee stock options                    48            -
   Treasury shares received in lieu of cash                          (106)           -
                                                                 --------     --------
       NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES          6,932       (1,613)
                                                                 --------     --------

   NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               110         (362)

   Cash and cash equivalents at beginning of period                   733          727
                                                                 --------     --------

   CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $843         $365
                                                                 ========     ========
</TABLE>


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


                                       6
<PAGE>

SWANK, INC.
NOTES TO CONDENSED 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, 2005 and 2004. 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. Footnote information was included in the
        financial  statements  included in the  Company's  2004 Annual Report on
        Form 10-K. The condensed  financial data included  herein should be read
        in conjunction with the information in the Annual Report.

        The accompanying  condensed financial statements have been prepared on a
        going concern basis,  which  contemplates  the realization of assets and
        the satisfaction of liabilities in the normal course of business. During
        the past  several  years,  however,  the  Company has  restructured  its
        operations  and  implemented  a number  of  cost-reduction  initiatives.
        Included  among these has been the closing of the  Company's  Attleboro,
        Massachusetts,   Cartago,   Costa   Rica,   and   Norwalk,   Connecticut
        manufacturing  facilities  in 2000,  2001  and  2003,  respectively.  In
        addition,   during  2001  the  Company  entered  into  a  sale-leaseback
        transaction with respect to its Norwalk facility and sold certain assets
        (and discontinued the remaining operations)  associated with its women's
        costume jewelry  division,  generating total net proceeds of $10,700,000
        which were used to reduce the  Company's  outstanding  revolving  credit
        balance.  The Company also received a total of $5,263,000 in net federal
        income tax refunds during 2002 and 2003 in connection with the carryback
        of operating  losses  incurred  during those years  against prior year's
        taxable income. As a consequence of these and other actions, the Company
        was able to refinance its revolving  credit  facility  during the second
        quarter of 2004  under  more  favorable  terms and  conditions  than its
        previous loan agreement and was profitable during fiscal 2004 as well as
        during both the three and nine-month periods ended September 30, 2005.

        The  Company  believes  that the steps it has taken to  restructure  its
        business,   reduce   operating  costs  and  increase  gross  margin  all
        contributed to the  improvement  in its operating  results during fiscal
        2004. Although the improvement in the Company's operating results during
        the quarter and  nine-months  ended September 30, 2005 was due mainly to
        higher net sales, management believes that the various restructuring and
        cost-reduction programs described above significantly contributed to the
        Company's  ability to  successfully  compete for profitable new business
        opportunities.  During each of the Company's fiscal years ended December
        31, 2003 and 2002, a variety of factors,  including  high overhead costs
        relative  to  sales  volume,   inefficient   manufacturing   operations,
        disappointing  retail sales and generally lackluster economic conditions
        led  to  operating   losses  and  negative  cash  flows  from  operating
        activities.  The Company was able to fund its  operations  during  those
        years from its revolving credit arrangements and the cash generated from
        the transactions described above.

        Although no assurances can be given, the Company believes that attaining
        adequate sales revenue,  maintaining the current program of cost control
        initiatives,  and  managing  cash  requirements  within the terms of its
        revolving  credit  agreement  will  enable the  Company to continue as a
        going  concern.  The Company's  financial  statements do not include any
        adjustments related to the recoverability and classification of recorded
        assets or liabilities or any other  adjustments  that would be necessary
        should the Company be unable to continue to operate as a going  concern.
        As of  September  30,  2005,  the  Company  was in  compliance  with the
        financial covenants contained in its credit agreement.

 (2)    The  following  table sets forth the  computation  of the net income per
        share for the  quarter  and  nine-months  ended  September  30, 2005 and
        September 30, 2004 (in thousands, except for share and per share data):


                                       7
<PAGE>

SWANK, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED)

<TABLE>
<CAPTION>
                                                                                              Quarter                 Nine Months
                                                                                 Ended September 30,          Ended September 30,
                                                                               ------------------------    ------------------------
                                                                                  2005          2004          2005          2004
                                                                               ----------    ----------    ----------    ----------
<S>                                                                            <C>           <C>           <C>             <C>
Numerator:
Net income as reported                                                               $915          $279          $133            $8
Add back interest expense on convertible note due to affiliate, net of income
taxes                                                                                   6             -             -             -
                                                                               ----------    ----------    ----------    ----------
Net income used for diluted earnings per share calculation                           $921          $279          $133            $8
                                                                               ==========    ==========    ==========    ==========
Denominators:
Shares used in computing basic net income per weighted average common share     5,687,072     5,522,490     5,594,017     5,522,490
outstanding
Effect of dilutive securities                                                     536,048       425,320       324,092       292,017
                                                                               ----------    ----------    ----------    ----------
Shares used in computing net income per weighted average common share
outstanding assuming dilution                                                   6,223,120     5,947,810     5,918,109     5,814,507
                                                                               ==========    ==========    ==========    ==========

Basic net income per weighted average common share outstanding                       $.16          $.05          $.02          $.00
Fully diluted net income per weighted average common share outstanding               $.15          $.05          $.02          $.00
</TABLE>

Certain convertible securities in the amount of 218,750 shares were not included
in the  computation  of diluted  earnings  per share for the nine  months  ended
September 30, 2005 since the inclusion would be antidilutive.

 (3)     Segment  Information.  The Company has one  reportable  segment,  men's
         accessories,  consisting of men's costume jewelry, belts and suspenders
         and personal leather goods.

 (4)     Gain on Termination of Real Property Lease and Other.  During the first
         quarter of 2004,  the Company and the  landlord of its former  Norwalk,
         Connecticut belt manufacturing facility entered into an agreement under
         which the lease for that  facility was  terminated  effective  April 1,
         2004.  The  agreement  provided  for total  payments to the landlord of
         $1,500,000,  of which  $250,000  was  payable  upon the  signing of the
         agreement,  an additional  $250,000  payable on April 30, 2004, and the
         remaining $1,000,000 due in installments during the period from January
         2005 through March 2006.  During the quarter ended March 31, 2004,  the
         Company  recorded a net gain of  $1,090,000  consisting of a $3,348,000
         gain  associated  with the  recognition  of the remaining  balance of a
         deferred  gain on real  estate  offset in part by  $2,084,000  in costs
         related to the lease termination, and $174,000 in severance and related
         expenses  recorded in connection  with employee  terminations.  The net
         gain was stated  separately  as a  non-recurring  item on the Company's
         condensed  statement of operations for the nine-months  ended September
         30, 2004.  In  addition,  during the quarter  ended June 30, 2004,  the
         Company  recorded  an  expense  of  $589,000  in  connection  with  the
         write-off of deferred financing costs, early termination fees and other
         charges  related to the  termination  of its previous loan and security
         agreement.  These  expenses  are  included in  interest  expense in the
         Company's  condensed  statement of operations for the nine-months ended
         September 30, 2004.

         During the quarter ended March 31, 2005,  the Company paid the landlord
         $925,000  to settle all of its  remaining  obligations  under the lease
         termination agreement in connection with its Norwalk,  Connecticut belt
         manufacturing  facility.  As a result of this  prepayment,  the Company
         recorded a  non-recurring  gain of $75,000  during the first quarter of
         2005 to recognize  the  difference  between the amount of the liability
         outstanding  at December 31, 2004 under the  termination  agreement and
         the  final  amount  paid.   This  gain  was  stated   separately  as  a
         non-recurring item on the Company's  condensed  statement of operations
         for the nine-months ended September 30, 2005.

                                       8
<PAGE>

 (5)     Recent  Accounting  Pronouncements.  In December  2004,  the  Financial
         Accounting  Standards Board or FASB issued SFAS No. 123 (revised 2004),
         Share-Based  Payment  ("SFAS  123R"),  which is a revision of SFAS 123.
         SFAS  123R  supersedes  APB 25.  SFAS  123R  requires  all  share-based
         payments to employees and directors, including grants of stock options,
         to be recognized  in the  statement of  operations  based on their fair
         values,  beginning with the first quarterly period after June 15, 2005,
         with early  adoption  permitted.  On April 14, 2005, the Securities and
         Exchange  Commission  adopted a new rule that  amended  the  compliance
         dates for SFAS 123R such that the  Company is now  allowed to adopt the
         new  standard  effective  January  1, 2006.  The pro forma  disclosures
         previously permitted under SFAS 123 no longer will be an alternative to
         financial statement recognition. The Company expects to adopt SFAS 123R
         on January 1, 2006.


         Under SFAS 123R, the Company must determine the appropriate  fair value
         model  and  related  assumptions  to be used  for  valuing  share-based
         payments,  the  amortization  method  for  compensation  cost  and  the
         transition  method to be used at the date of adoption.  The  transition
         methods include modified  prospective and retroactive adoption options.
         Under the retroactive options,  prior periods may be restated either as
         of the beginning of the year of adoption or for all periods  presented.
         The modified  prospective method requires that compensation  expense be
         recorded for all unvested  stock  options and  restricted  stock at the
         beginning  of the first  quarter of  adoption  of SFAS 123R,  while the
         retroactive methods would record compensation  expense for all unvested
         stock  options and  restricted  stock  beginning  with the first period
         restated.  The Company is currently evaluating the requirements of SFAS
         123R as well as option valuation  methodologies related to its employee
         and  director  stock  options and employee  stock  purchase  plan.  The
         Company has not yet  determined the method of adoption or the effect of
         adopting SFAS 123R, but anticipates that the adoption of SFAS 123R will
         not have a  material  impact  on its  financial  position,  results  of
         operations,  or cash  flows.  The impact of  adoption of SFAS 123R will
         depend on,  among  other  things,  the levels of  share-based  payments
         granted in the future,  the method of adoption and the option valuation
         method used.

         In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
         Corrections  - a replacement  of APB Opinion No. 20 and FASB  Statement
         No.  3  ("SFAS  154").  SFAS  154  changes  the  requirements  for  the
         accounting  for and  reporting  of a change  in  accounting  principle.
         Previously,  most voluntary changes in accounting  principles  required
         recognition  through a cumulative  adjustment  within net income of the
         period  of  the  change.   The  new  standard  requires   retrospective
         application  to  prior  periods'  financial  statements,  unless  it is
         impracticable   to  determine  the   period-specific   effects  or  the
         cumulative  effect of the  change.  SFAS No.  154 does not  change  the
         transition provisions of any existing pronouncements.  The Company does
         not believe that the  adoption of SFAS No. 154 will have a  significant
         impact on its financial condition, results of operations or cash flows.


                                       9
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

     The Company is currently engaged in the sale,  marketing,  and distribution
of men's  belts,  leather  accessories,  suspenders,  and men's  jewelry.  These
products are sold both  domestically and  internationally,  principally  through
department stores, and also through specialty stores and mass merchandisers. The
Company  operates a number of factory  outlet  stores  primarily  to  distribute
excess and out of line merchandise.

     The  accompanying  condensed  financial  statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of liabilities  in the normal course of business.  During the past
several  years,  however,  the  Company  has  restructured  its  operations  and
implemented a number of  cost-reduction  initiatives.  Included  among these has
been the closing of the Company's Attleboro, Massachusetts, Cartago, Costa Rica,
and  Norwalk,  Connecticut  manufacturing  facilities  in 2000,  2001 and  2003,
respectively. In addition, during 2001 the Company entered into a sale-leaseback
transaction  with respect to its Norwalk  facility and sold certain  assets (and
discontinued  the  remaining  operations)  associated  with its women's  costume
jewelry  division,  generating total net proceeds of $10,700,000 which were used
to reduce the Company's  outstanding  revolving credit balance. The Company also
received a total of $5,263,000 in net federal income tax refunds during 2002 and
2003 in connection with the carryback of operating  losses incurred during those
years against prior year's taxable  income.  As a consequence of these and other
actions,  the Company was able to refinance its revolving credit facility during
the second  quarter of 2004 under more favorable  terms and conditions  than its
previous loan agreement and was profitable  during fiscal 2004 as well as during
both the three and nine-month periods ended September 30, 2005.

     The  Company  believes  that the  steps it has  taken  to  restructure  its
business,  reduce  operating  costs and increase gross margin all contributed to
the  improvement  in its  operating  results  during  fiscal 2004.  Although the
improvement  in  the  Company's   operating   results  during  the  quarter  and
nine-months  ended  September  30,  2005 was due  mainly  to higher  net  sales,
management believes that the various  restructuring and cost-reduction  programs
described  above   significantly   contributed  to  the  Company's   ability  to
successfully compete for profitable new business  opportunities.  During each of
the  Company's  fiscal  years ended  December  31,  2003 and 2002,  a variety of
factors,  including high overhead  costs  relative to sales volume,  inefficient
manufacturing  operations,  disappointing  retail sales and generally lackluster
economic  conditions  led to  operating  losses  and  negative  cash  flows from
operating  activities.  The Company was able to fund its operations during those
years from its revolving  credit  arrangements  and the cash  generated from the
transactions described above.

     Although no assurances  can be given,  the Company  believes that attaining
adequate  sales  revenue,  maintaining  the  current  program  of  cost  control
initiatives,  and managing cash  requirements  within the terms of its revolving
credit  agreement  will enable the Company to continue as a going  concern.  The
Company's  financial  statements do not include any  adjustments  related to the
recoverability and classification of recorded assets or liabilities or any other
adjustments  that would be necessary should the Company be unable to continue to
operate as a going  concern.  As of  September  30,  2005,  the  Company  was in
compliance with the financial covenants contained in its credit agreement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Management  believes  that the  accounting  policies  discussed  below  are
important to an understanding of the Company's financial statements because they
require  management  to exercise  judgment and estimate the effects of uncertain
matters in the  preparation  and  reporting of financial  results.  Accordingly,
management  cautions that these  policies and the  judgments and estimates  they
involve are subject to revision and adjustment in the future.

     The  Company  records  revenues  net of sales  allowances,  including  cash
discounts,  in-store customer allowances,  cooperative advertising, and customer
returns.  Sales  allowances  are estimated  using a number of factors  including
historical  experience,  current  trends in the retail  industry and  individual
customer and product experience. The Company reduces net sales and cost of sales
by the estimated  effect of future  returns of current  period  shipments.  Each
spring upon the completion of processing returns from the preceding fall season,
the Company  records  adjustments  to net sales in the second quarter to reflect
the  difference  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.

     The Company  determines  allowances for doubtful accounts using a number of
factors including historical collection experience,  general economic conditions
and the amount of time an account  receivable  is past its payment due date.  In
certain  circumstances  where it is  believed a  customer  is unable to meet its
financial obligations,  a specific allowance for

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (CONTINUED)

doubtful  accounts is recorded  to reduce the account  receivable  to the amount
believed to be collectable.

     The Company  determines  the  valuation  allowance  for deferred tax assets
based upon  projections of future taxable income or loss for future tax years in
which the  temporary  differences  that  created  the  deferred  tax asset  were
anticipated  to reverse,  and the  likelihood  that the  Company's  deferred tax
assets will be recovered.

RESULTS OF OPERATIONS

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

NET SALES

     Net  sales for the  quarter  ended  September  30,  2005  were  $25,934,000
reflecting  an  increase of  $3,906,000  or 18%  compared  to the quarter  ended
September 30, 2004.  For the  nine-month  period ended  September 30, 2005,  net
sales  totaled  $67,202,000,  an  increase of  $1,507,000  or 2% compared to the
corresponding  period  last year.  The  increase  during  both the  quarter  and
nine-month  period was  principally  due to higher  shipments  of the  Company's
jewelry, belts, and personal leather goods merchandise,  offset in part by costs
associated with the launch of certain new belt programs. Men's jewelry net sales
increased  41% and 36%  during  the  quarter  and  year  to date  periods  ended
September 30, 2005,  respectively  reflecting  continued strong consumer demand.
The  improvement  in the  Company's  jewelry  business this year has been driven
mainly by a shift in men's  fashion  trends  favoring  a more  formal  look that
includes  French-cuff dress shirts and related  accessories.  The Company's belt
net sales  increased  22% during the quarter  mainly due to initial  merchandise
shipments  associated  with the expansion of certain  private label programs and
higher sales to certain of the  Company's  mass  merchandise  accounts.  For the
nine-month  period  ended  September  30,  2005,  belt net  sales  increased  2%
principally  due to  strong  demand  for  the  Company's  Kenneth  Cole  branded
merchandise  and shipments  associated  with the launch of the new private label
programs.  These  increases  were offset in part by  reductions in various other
merchandise collections sold mainly to department stores, the returns adjustment
described  below, and by the effect of a relatively large one-time private label
order that was shipped  during the first quarter of 2004. In addition,  belt net
sales for both the three and  nine-month  periods ended  September 30, 2005 were
affected  by  certain  costs  recorded  during  the  quarter  related to the new
merchandise programs that were shipped during the quarter.

     Personal  leather goods net sales increased 5% for the quarter but declined
10% for the nine-month  period,  both compared to the  corresponding  periods in
2004. The increase during the quarter was due principally to higher shipments of
Pierre  Cardin  and Guess  branded  merchandise  offset in part by a decline  in
private label shipments and reductions in certain of the Company's other branded
programs.  The decrease for the nine-month  period is due to lower  shipments of
private label goods and the returns adjustment described below offset in part by
increased  shipments of the Company's  Geoffrey Beene,  Guess, and Pierre Cardin
merchandise collections.

     Included  in net sales for the nine  months  ended  September  30, 2005 and
2004,  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. This adjustment  increased net sales by $814,000 for the
nine-month  period ended  September  30, 2005,  compared to  $1,703,000  for the
comparable  period in 2004. The Company's actual return  experience  during both
the spring 2005 and spring 2004 seasons was better than anticipated  compared to
the reserves  established at December 31, 2004 and December 31, 2003 principally
due to lower than expected  customer  returns for men's leather goods and belts.
The reserve at December 31, 2004 assumed  additional  returns  would be received
during the spring 2005 season in connection  with the launch of the new personal
leather  goods  program.  While  actual  returns for this  merchandise  category
increased 58% during the Company's 2005 spring  selling  season  compared to the
prior  year,  returns  were  less than  originally  anticipated  due to  heavier
in-store promotional  expenditures that accelerated retail sales of the existing
merchandise. The Company established its reserve for returns as of


                                       11
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

December 31, 2004 based on its estimate of merchandise to be received during the
spring 2005 season which was  generally  shipped to retailers  for the 2004 fall
and holiday selling seasons.

GROSS PROFIT

     Gross  profit for the  quarter and  nine-months  ended  September  30, 2005
increased  $893,000  or 12%  and  $541,000  or 3%,  respectively.  Gross  profit
expressed  as a  percentage  of net sales for the quarter was 31.9%  compared to
33.6% last year. For the nine-month period,  gross profit as a percentage of net
sales was 32.6%, approximately even with last year's 32.5%.

     The increase in gross profit  during the quarter was  primarily  due to the
increase in net sales,  reduced inventory control costs normally associated with
the  disposal  of  excess  inventory,  and a more  favorable  overhead  variance
stemming mainly from the increase in jewelry  purchases.  The Company's  initial
markup on merchandise sold during the quarter was  approximately  two percentage
points lower than last year due mainly to changes in sales mix as private  label
sales and sales to "labels for less"  customers both increased  compared to last
year.  The decrease in gross profit  expressed as a percentage  of net sales was
mainly due to the effect of lower initial markups offset partially by higher net
sales.

     Gross profit  increased  during the  nine-months  ended  September 30, 2005
primarily  due to higher net sales and an increase in initial  markup  resulting
from increased sales of higher-margin  jewelry  merchandise and a more favorable
belt sales mix during the period.  A more  favorable  overhead  variance  due to
increases in jewelry  purchases was largely offset by an increase in unfavorable
labor and handling variances. The increase in gross profit from higher sales and
improved  markups  during  the  nine-month  period  was  partially  offset by an
increase in certain  inventory-related costs. In addition, gross profit was less
favorably  impacted in fiscal 2005 from the returns  adjustment  discussed below
compared to fiscal  2004.  Net sales of  higher-margin  men's  jewelry  products
during the  nine-month  period  accounted for 16% of total net sales compared to
12% last year. The increase in gross profit as a percentage of net sales for the
nine-months  ended  September  30,  2005 was  mainly due to higher net sales and
average initial markup.

     Included in gross profit for the nine months ended  September  30, 2005 and
2004,  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.  The  adjustment  to net sales  recorded  in the second
quarter  described  above resulted in a favorable  adjustment to gross profit of
$569,000  and  $911,000  which is  included in gross  profit for the  nine-month
periods  ended  September  30, 2005 and  September  30, 2004,  respectively.  As
described  above,  customer  returns for the  Company's  personal  leather goods
merchandise  category increased 58% during the spring selling season compared to
the corresponding  prior year period, but were less than originally  anticipated
due to heavier in-store  promotional  expenditures that accelerated retail sales
of the existing merchandise.

SELLING AND ADMINISTRATIVE EXPENSES

     Selling and  administrative  expenses for the quarter  ended  September 30,
2005 increased  $171,000 or 3% compared to the quarter ended September 30, 2004,
and for the nine-month  period,  selling and  administrative  expenses decreased
$132,000 or less than 1%  compared  to the same  period  last year.  Selling and
administrative  expenses  expressed as a percentage  of net sales were 27.1% and
31.2% for the quarters ended September 30, 2005 and 2004 respectively, and 31.2%
and 32.1% for the nine months ended September 30, 2005 and 2004, respectively.

     Selling expenses for the quarter  increased $69,000 or about 1% compared to
last year but  expressed as a percentage  of net sales,  decreased to 19.5% from
22.6%.  For the nine-month  period ended  September 30, 2005,  selling  expenses
increased $480,000 or 3% and as a percentage of net sales were 22.3% compared to
22.1% for the same period last year.  The  increase  during both the quarter and
nine-months  ended  September  30, 2005 is due to higher  salaried  compensation
which  was  offset  in part by a  decrease  in  sales  commissions,  advertising
expenditures,  and certain  fringe-benefits  expenses,  primarily  group  health
insurance.  The decrease in selling  expenses  expressed as a percentage  of net
sales for the quarter was due to higher net sales.

     The Company  routinely makes  expenditures for advertising and promotion as
necessary to maintain and enhance its business. Certain of the Company's license
agreements also require specified levels of spending. These expenditures, which


                                       12
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

consist primarily of media and print  advertising,  image fund contributions and
other promotional costs, are included in selling and administrative  expenses as
incurred.  In addition,  the Company frequently makes expenditures in connection
with cooperative  advertising programs to support various marketing  initiatives
sponsored by its customers.  Accruals  associated with  cooperative  advertising
expenditures  are  recorded  as a  reduction  to  net  sales.  Expenditures  for
advertising and promotion,  including cooperative advertising,  totaled $766,000
or 3.0%  percent of net sales  compared to $973,000 or 4.4% of net sales for the
quarters  ended  September  30,  2005 and 2004,  respectively.  Advertising  and
promotion expenses, including cooperative advertising, for the nine months ended
September 30, 2005 were  $2,102,000 or 3.1% of net sales  compared to $2,371,000
or 3.6% of net sales for the corresponding period last year.

     For the quarter ended September 30, 2005, administrative expenses increased
$102,000 or 5% and for the  nine-month  period,  decreased  $612,000 or 9%, both
compared to the same periods last year.  Administrative  expenses expressed as a
percentage of net sales were 7.6% and 8.5% for the quarters ended  September 30,
2005 and  2004,  respectively,  and 8.9% and  10.1%  for the nine  months  ended
September  30,  2005 and 2004,  respectively.  The  increase  in  administrative
expenses  for  the  quarter  is  principally  due to  higher  professional  fees
reflecting  certain  adjustments  made  during  last  year's  third  quarter  in
connection with accruals related to anticipated  banking activity.  The decrease
during the nine-month period was mainly due to a decrease in professional  fees,
higher bad debt recoveries relative to last year, and lower software maintenance
and  telecommunications  fees. The Company incurred  unusually high professional
fee expenses  during the first half of last year in connection  with banking and
refinancing activities.

INTEREST EXPENSE

     Net interest  expense for the quarter ended  September  30, 2005  increased
$86,000 or 35% but  decreased  during the  nine-month  period by $467,000 or 35%
compared  to the  corresponding  prior year  periods.  The  increase  during the
quarter is due to both  higher  effective  borrowing  rates and  higher  average
borrowings outstanding.  During the second quarter of 2004, the Company recorded
an expense of $589,000 in connection  with the  write-off of deferred  financing
costs,  early  termination  fees and other charges related to the termination of
its  previous  loan and  security  agreement.  These  expenses  are  included in
interest  expense in the Company's  condensed  statement of  operations  for the
nine-months  ended  September  30,  2004.   Exclusive  of  the  effect  of  this
non-recurring  charge,  interest expense increased by $122,000 or 16% during the
nine months ended  September 30, 2005 compared to the same period last year. The
increase  was  due  to  both  higher  average  borrowing  costs  and  borrowings
outstanding.

GAIN ON TERMINATION OF REAL PROPERTY LEASE

     During the first quarter of 2004, the Company and the landlord of its South
Norwalk,  Connecticut  facility  entered into an agreement under which the lease
for that facility was terminated effective April 1, 2004. The agreement provided
for total  payments to the landlord of $1,500,000 of which  $500,000 was paid in
April 2004 with the balance of  $1,000,000  payable in  installments  during the
period from January 2005 through March 2006.  During the quarter ended March 31,
2004, the Company recorded a net gain of $1,090,000 in connection with the lease
termination which was stated separately as a non-recurring item in the Company's
condensed  statement of operations for the nine months ended September 30, 2004.
The lease and associated  occupancy  costs in connection  with the South Norwalk
facility  incurred during the first quarter of 2004 were included in selling and
administrative  expenses in the condensed  statement of  operations  for the six
months ended September 30, 2004.

     During the quarter  ended March 31,  2005,  the Company  paid the  landlord
$925,000  to settle  all of its  remaining  obligations  under  the  termination
agreement.  The  prepayment  resulted  in a gain  of  $75,000  representing  the
difference between the amount of the liability outstanding under the termination
agreement at December 31, 2004 and the final amount paid.  The gain was recorded
during the first  quarter of 2005 and is stated  separately  as a  non-recurring
item in the  Company's  condensed  statement of  operations  for the nine months
ended September 30, 2005.

BENEFIT FOR INCOME TAXES

     The Company  recorded  no current  income tax  provision  on its net income
during any of the three- or  nine-month  periods  ended  September  30, 2005 and
September 30, 2004. The Company also recorded no current income


                                       13
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (CONTINUED)

tax provision or benefit for each of its fiscal years 2004 and 2003. The Company
has been recording a valuation reserve against all of the deferred tax assets it
generates as a result of the uncertainty as to whether it will generate  taxable
income to allow it to benefit from these assets.  The amount of the deferred tax
asset  considered  realizable  could be adjusted in the future if  estimates  of
taxable income or loss for future years are revised based on actual results.

LIQUIDITY AND CAPITAL RESOURCES

     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,  accounts receivable peak in the fourth quarter.  The Company builds its
inventory  during  the year to meet  the  demand  for the  holiday  season.  The
required cash is provided by a revolving credit facility.

     The  accompanying  condensed  financial  statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of liabilities  in the normal course of business.  During the past
several  years,  however,  the  Company  has  restructured  its  operations  and
implemented a number of  cost-reduction  initiatives.  Included  among these has
been the closing of the Company's Attleboro, Massachusetts, Cartago, Costa Rica,
and  Norwalk,  Connecticut  manufacturing  facilities  in 2000,  2001 and  2003,
respectively. In addition, during 2001 the Company entered into a sale-leaseback
transaction  with respect to its Norwalk  facility and sold certain  assets (and
discontinued  the  remaining  operations)  associated  with its women's  costume
jewelry  division,  generating total net proceeds of $10,700,000 which were used
to reduce the Company's  outstanding  revolving credit balance. The Company also
received a total of $5,263,000 in net federal income tax refunds during 2002 and
2003 in connection with the carryback of operating  losses incurred during those
years against prior year's taxable  income.  As a consequence of these and other
actions,  the Company was able to refinance its revolving credit facility during
the second  quarter of 2004 under more favorable  terms and conditions  than its
previous loan agreement and was profitable  during fiscal 2004 as well as during
both the three and nine-month periods ended September 30, 2005.

     The  Company  believes  that the  steps it has  taken  to  restructure  its
business,  reduce  operating  costs and increase gross margin all contributed to
the  improvement  in its  operating  results  during  fiscal 2004.  Although the
improvement  in  the  Company's   operating   results  during  the  quarter  and
nine-months  ended  September  30,  2005 was due  mainly  to higher  net  sales,
management believes that the various  restructuring and cost-reduction  programs
described  above   significantly   contributed  to  the  Company's   ability  to
successfully compete for profitable new business  opportunities.  During each of
the  Company's  fiscal  years ended  December  31,  2003 and 2002,  a variety of
factors,  including high overhead  costs  relative to sales volume,  inefficient
manufacturing  operations,  disappointing  retail sales and generally lackluster
economic  conditions  led to  operating  losses  and  negative  cash  flows from
operating  activities.  The Company was able to fund its operations during those
years from its revolving  credit  arrangements  and the cash  generated from the
transactions described above.

     Although no assurances  can be given,  the Company  believes that attaining
adequate  sales  revenue,  maintaining  the  current  program  of  cost  control
initiatives,  and managing cash  requirements  within the terms of its revolving
credit  agreement  will enable the Company to continue as a going  concern.  The
Company's  financial  statements do not include any  adjustments  related to the
recoverability and classification of recorded assets or liabilities or any other
adjustments  that would be necessary should the Company be unable to continue to
operate as a going  concern.  As of  September  30,  2005,  the  Company  was in
compliance with the financial covenants contained in its credit agreement.

     The Company's  working capital  increased by $293,000 during the nine-month
period ended  September 30, 2005  compared to a decrease of  $1,542,000  for the
nine  months  ended  September  30,  2004.  The  increase  for the period  ended
September 30, 2005 was principally due to an increase in net accounts receivable
and  inventories  offset  largely by  increases  in  short-term  borrowings  and
accounts payable.  The increase in accounts receivable is attributable to higher
net sales during the quarter ended September 30, 2005 compared to last year. The
increase in inventory  investment  this year is in response to  favorable  sales
trends  generally during the fall 2005 season,  particularly  with regard to the
Company's jewelry and belt  merchandise.  The decrease for the nine-month period
in 2004 was principally due to a decrease in accounts  payable and other current
liabilities  offset in part by a  decrease  in bank  borrowings  and  higher net
accounts receivable and inventories.

     Cash used in  operations  during the nine months ended  September  30, 2005
totaled $6,633,000 compared to cash provided by operations of $1,342,000 for the
corresponding  period last year.  Cash used in operations  during the first nine
months of 2005  reflects  increases in the  Company's  accounts  receivable  and
inventory investment, offset in part by cash

                                       14
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

provided  from  net  income  for  the  period,  depreciation  and  amortization,
decreases in other  non-current  assets,  and increases in accounts  payable and
other  accrued  liabilities.  Cash was provided  during the first nine months of
2004  mainly  from  increases  in accounts  payable  and other  liabilities  and
depreciation  and  amortization,  offset  partially  by  increases  in  accounts
receivable  and  inventory  and  the  non-cash  gain on the  termination  of the
Company's lease for its Norwalk,  Connecticut property. During the quarter ended
September 30, 2005, the Company's net sales  increased 18% relative to the prior
year  resulting in a significant  increase in accounts  receivable.  Inventories
also  increased   commensurate  with  the  increase  in  shipping  requirements,
particularly  for the Company's men's jewelry product line. The Company signed a
new loan agreement and terminated its credit  arrangements with its prior lender
on June 30, 2004 and  generally  took a more  cautious  approach to managing its
inventory  requirements and other cash needs during the latter half of 2004. The
Company  typically  increases its accounts  receivable and inventory  investment
during  the third  quarter  in  response  to  seasonally  heavier  shipments  in
anticipation of the holiday selling season.

     Cash used in investing  activities was $189,000 for the  nine-month  period
ended September 30, 2005 compared to $91,000 for the  corresponding  period last
year. In both years, cash was used to fund capital  expenditures and premiums on
certain life insurance  contracts  owned by the Company.  Cash used in investing
activities  during the  nine-month  period  last year was offset in part by cash
proceeds  received  from  the  sale of  certain  equipment  associated  with the
Company's former belt manufacturing facility.

     Cash provided by financing  activities for the nine months ended  September
30, 2005 was $6,932,000  compared to cash used in 2004 of  $1,613,000.  Cash was
provided  by  financing  activities  during  2005  mainly by net  borrowings  of
short-term debt under the Company's  revolving  credit  agreement.  Cash used in
financing  activities  during nine months ended  September 30, 2004 reflects net
repayments of short-term debt and costs associated with refinancing  activities.
The  increase  in  short-term  borrowings  during 2005 was due to  increases  in
accounts  receivable and inventories.  During the corresponding 2004 period, the
Company's  borrowing  requirements  generally  declined as the Company adopted a
more  measured  approach  to its  inventory  planning in response to a generally
softer business environment relative to 2005.

     In the ordinary course of business,  the Company is contingently liable for
performance under letters of credit. At September 30, 2005,  outstanding letters
of credit  totaled  $535,000.  The  Company  presently  is required to pay a fee
quarterly  equal to 2.00% per annum on  outstanding  letters  of  credit.  As of
September 30, 2005, the Company was in compliance  with the financial  covenants
contained in its credit agreement.

     During  the  quarter  and year  ended  September  30,  2005,  there were no
material  changes  outside of the normal  course of business in the  contractual
obligations  set forth in the  Company's  Form 10-K for the  fiscal  year  ended
December  31, 2004  except  that as  described  above,  on January 3, 2005,  the
Company  paid the  landlord  of its former  Norwalk,  Connecticut  manufacturing
facility  $925,000 to settle all of its  remaining  obligations  under the lease
termination agreement dated as of April 1, 2004.

"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.


                                       15
<PAGE>
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     During the quarter ended September 30, 2005, there were no material changes
in the  information  called for by this item from the  information  contained in
Item 7A of the  Company's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 2004.

ITEM 4.   CONTROLS AND PROCEDURES

     At the end of the period covered by this report, the Company carried out an
evaluation,  with the participation of management of the Company,  including the
Company's  Chief  Executive  Officer  and  Chief  Financial   Officer,   of  the
effectiveness of the Company's disclosure controls and procedures.  Based on the
Company's evaluation,  the Company's Chief Executive Officer and Chief Financial
Officer  concluded that the Company's  disclosure  controls and procedures  were
effective.  There was no change in the Company's internal control over financial
reporting  during the  quarter  ended  September  30,  2005 that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.


                                       16
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     (a) During the  three-month  period ended  September 30, 2005,  the Company
issued  250,000  shares of its common stock,  $.10 par value per share  ("Common
Stock"),  upon  the  exercise  of  stock  options  previously  granted  under  a
stockholder  approved stock option plan of the Company.  The Company received an
aggregate of $13,000 in cash plus 18,694 mature shares of Common Stock valued at
$30,000 from the individuals  exercising the stock options (the  "Optionees") in
payment of the exercise price for the issued shares.

     The  Company is relying on an  exemption  from  registration  contained  in
Section 4(2) of the Securities Act of 1933, as amended (the  "Securities  Act"),
in  connection  with the issuance of the shares of Common  Stock.  The Optionees
have represented,  warranted and agreed,  among other things, that the shares of
Common Stock issued upon the  exercise of the stock  options have been  acquired
for their own account,  for investment only and not with a view to the resale or
distribution  thereof;  and  understand  that the shares of Common Stock must be
held  indefinitely  unless the sale or other  transfer  thereof is  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available at that time. Each of the Optionees has also  represented  that he has
knowledge and experience in financial and business  matters;  that he is capable
of  evaluating  the merits and risks of his  investment  in the shares of Common
Stock; has adequate means of providing for his current needs and possible future
contingencies;  is able to bear  the  economic  risks of his  investment  in the
shares  of Common  Stock;  is able to hold the  shares  of  Common  Stock for an
indefinite  period of time and has a  sufficient  net worth to sustain a loss of
his investment in the shares of Common Stock in the event any loss should occur,
and has had access to and received such documents and information concerning the
Company as he has requested.  A Securities Act  restrictive  legend is placed on
each  certificate  representing  the  shares of Common  Stock and stop  transfer
instructions are placed on such  certificates as may be necessary or appropriate
to, among other things, prevent a violation of, or to perfect an exemption from,
the  registration  requirements  of the Securities Act and any applicable  state
securities laws.

     (b)  Not Applicable.

     (c)  Not Applicable.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's 2005 Annual Meeting of  Stockholders  (the "Annual  Meeting")
was held on August 11, 2005. At the Annual Meeting, stockholders:

          (a)  Elected the following  directors to serve as Class I directors of
               the  Company   until  the  Company's   2008  Annual   Meeting  of
               Stockholders  and  until  election  and  qualification  of  their
               respective successors, by the following votes:


                    Director               For                Withheld
                    --------               ---                --------
                    Eric Luft           4,686,990              114,765
                   James Tulin          4,668,182              133,573


            (b)  Approved the  appointment of BDO Seidman LLP as the independent
                 accountants  of the Company for the fiscal year ended  December
                 31, 2005 by the following vote:

                       For              Against               Abstain
                       ---              -------               -------
                    4,472,558           16,337                12,860

ITEM 5.   OTHER INFORMATION

     (a)  Reference is made to the  information  contained in Part II, Item 2 of
this Report on Form 10-Q, which is incorporated by reference herein.

     (b)  Not applicable.


                                       17
<PAGE>

 ITEM 6. EXHIBITS

         Exhibit
         Number   Description
         ------   -----------

         31.01    Rule  13a-14(a)  Certification  of John Tulin,  President  and
                  Chief Executive Officer of the Company.

         31.02    Rule 13a-14(a) Certification of Jerold R. Kassner, Senior Vice
                  President and Chief Financial Officer of the Company.

         32.01    Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       18
<PAGE>

                                   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/ Jerold R. Kassner
                                   ---------------------------------------------
                                   Jerold R. Kassner,
                                   Senior Vice President,
                                   Chief Financial Officer
                                   and Treasurer

Date:   November 10, 2005


                                       19
<PAGE>

                                  EXHIBIT INDEX

 EXHIBIT NO.      DESCRIPTION
 -----------      -----------

  31.01           Rule  13a-14(a)  Certification  of John Tulin,  President  and
                  Chief Executive Officer of the Company.

  31.02           Rule 13a-14(a) Certification of Jerold R. Kassner, Senior Vice
                  President and Chief Financial Officer of the Company.

  32.01           Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       20