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

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

     For the quarterly period ended      September 30, 2001

                               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                    (IRS employer identification
 jurisdiction of incorporation      number)
 or organization)

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

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

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

     Indicate by X whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was    required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days  Yes X  No __

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

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court:
                        Yes ___   No ___

              APPLICABLE ONLY TO CORPORATE ISSUERS:
     Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable
date:

Title of Class           Shares Outstanding on October 31, 2001
 5,522,490               Common stock, $.10 par value


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


<TABLE>
<CAPTION>
                                             September 30, 2001  December 31, 2000
<S>                                           <C>       <C>       <C>      <C>
          ASSETS
Current:
  Cash and cash equivalents                                $498               $999
  Accounts receivable, less allowances
    of $5,495 and $8,989                                 15,505             14,386
  Inventories
          Raw materials                          3,766             6,347
          Work in process                        2,318             3,616
          Finished goods                        17,787   23,871   21,927    31,890
  Deferred income taxes                                   1,450              1,450
  Income taxes recoverable                                    -              1,941
  Prepaid and other                                       1,264              1,270
  Net assets of discontinued operations                      64                  -

          Total current assets                           42,652             51,936

Property, plant and equipment, at cost          17,508            21,722
  less accumulated depreciation and
   amortization                                 15,086    2,422   17,744     3,978

Other assets                                              6,248              6,583

  Total assets                                          $51,322            $62,497

          LIABILITIES
Current:
  Notes payable to banks                                $20,269            $21,104
  Current portion of long-term debt                          18                154
  Accounts payable                                        4,208              3,120
  Accrued employee compensation                           2,910              3,367
  Other current liabilities                               4,273              4,685

          Total current liabilities                      31,678             32,430

Long-term obligations                                    13,293              8,821

          STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00
  Authorized 1,000,000 shares
Common stock, par value $.10
  Authorized 43,000,000 shares:
    Issued 5,633,712 and 5,633,712 shares                   563                563
Capital in excess of par value                            1,440              1,440
Retained earnings                                         4,598             19,677
Accumulated other comprehensive income                        -                 88
                                                          6,601             21,768
Treasury stock, at cost, 111,222 shares and
     111,222 shares                                       (236)              (236)
Deferred employee benefits                                 (14)              (286)
          Total stockholders' equity                      6,351             21,246

Total liabilities and  stockholders' equity             $51,322            $62,497

</TABLE>

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



                           SWANK, INC.
   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
       FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000
          (Dollars in thousands except per share data)
                ---------------------------------

<TABLE>
<CAPTION>
                                                                2001       2000
<S>                                                          <C>        <C>
Net sales                                                    $24,036    $26,403

Cost of goods sold                                            16,752     17,924

Gross profit                                                   7,284      8,479

Selling and administrative expenses                            7,154      8,759

Restructuring expenses                                             -        195

Income (loss) from continuing operations                         130      (475)

Interest expense, net                                            421        707

(Loss) from continuing operations before income taxes          (291)    (1,182)
and minority interest

(Benefit) for income taxes                                         -      (473)

Minority interest in loss of consolidated subsidiary               -         65

(Loss) from continuing operations                              (291)      (644)

Discontinued Operations:

 (Loss) from discontinued operations,
     net of income taxes of $0 and $(577)                          -      (827)

 (Loss) on disposal of discontinued operations,
     net of income taxes of $0                               (1,269)          -

Net (loss)                                                  $(1,560)   $(1,471)

Share and per share information:
Basic (loss) per share:
Continuing operations                                         $(.05)     $(.12)
Discontinued operations                                        (.23)      (.15)
Net (loss)                                                    $(.28)     $(.27)
Diluted (loss) per share:
Continuing operations                                         $(.05)     $(.12)
Discontinued operations                                        (.23)      (.15)
Net (loss)                                                    $(.28)     $(.27)

Weighted average common shares outstanding                 5,222,490  5,522,520

Weighted average common shares outstanding assuming
  dilution                                                 5,522,490  5,522,520

</TABLE>

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



                           SWANK, INC.
   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
     FOR THE NINE MONTHS  ENDED SEPTEMBER 30, 2001 AND 2000
          (Dollars in thousands except per share data)
                ---------------------------------


<TABLE>
<CAPTION>
                                                        2001       2000
<S>                                                 <C>         <C>
Net sales                                           $ 64,294    $72,828

Cost of goods sold                                    44,464     50,490

Gross profit                                          19,830     22,338

Selling and administrative expenses                   22,623     25,965

Restructuring expenses                                   473      1,436

(Loss) from continuing operations                    (3,266)    (5,063)

Interest expense, net                                  1,112      1,384

(Loss) from continuing operations before
  income taxes and minority interest                 (4,378)    (6,447)


(Benefit) for income taxes                                 -    (2,579)

Minority interest in loss of consolidated
   subsidiary                                              -        107

(Loss) from continuing operations                    (4,378)    (3,761)

Discontinued Operations:
  (Loss) from discontinued operations, net of
     income taxes of $0 and $(649)                   (4,222)      (840)

  (Loss) on disposal of discontinued
      operations, net of income taxes of $0          (6,478)          -

Net (loss)                                         $(15,078)   $(4,601)

Share and per share information:
Basic (loss) per share:
Continuing operations                               $  (.79)     $(.68)
Discontinued operations                               (1.94)      (.15)
Net (loss)                                           $(2.73)     $(.83)
Diluted (loss) per share:
Continuing operations                               $  (.79)     $(.68)
Discontinued operations                               (1.94)      (.15)
Net (loss)                                           $(2.73)     $(.83)

Weighted average common shares outstanding         5,522,490  5,522,520

Weighted average common shares outstanding
   assuming dilution                               5,522,490  5,522,520

</TABLE>

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




                           SWANK, INC.
   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                     (Dollars in thousands)
                         --------------
<TABLE>
<CAPTION>
                                                                 2001         2000
<S>                                                        <C>           <C>
Cash flows from operating activities:

Net (Loss)                                                 $(15,078)      $(4,601)

Adjustments to reconcile net (loss)
  to net cash (used in) operations:

  Depreciation and amortization                                  682        1,085
  Loss (Gain) on disposal of assets                               94         (48)
  Loss on disposal of division                                 6,478            -
  Amortization of deferred (gain) on sale of asset             (195)            -
  (Recovery) of bad debts                                       (61)        (194)
  Minority interest in net (loss) of consolidated
   subsidiary                                                      -        (241)

Changes in assets and liabilities:
  Decrease (Increase) in accounts receivable                   2,159       (7,094)
  Decrease (Increase) in inventory                             2,096         (966)
  Decrease (Increase) in income taxes recoverable              1,941       (3,886)
  (Increase) in prepaid and other current assets               (516)         (449)
  Decrease in other noncurrent assets                            473            85
  (Decrease) Increase in accounts payable
    and other accrued liabilities                            (2,338)         6,448

  (Decrease) in income taxes payable                               -       (1,701)
  (Decrease) in long-term obligations                          (784)             -
      Net cash (used in) operations                          (5,049)      (11,562)


Cash flows from investing activities:
  Capital expenditures                                         (334)         (478)
  Premiums on life insurance                                   (138)         (496)
  Net proceeds from sales of fixed assets                      5,822            66
      Net cash provided by (used in) investing activities      5,350         (908)

Cash flows from financing activities:
  Borrowing under revolving credit agreements                 37,048        56,466
  Payments of revolving credit obligations                  (37,882)      (44,663)
  Principal payments on long-term debt                         (151)         (110)
  Advance to (reduction in) retirement plan                      271         (217)
      Net cash (used in) provided by financing activities      (714)        11,476

  Currency translation adjustment                               (88)            49

  Net (decrease) in cash and cash equivalents                  (501)         (945)

  Cash and cash equivalents at beginning of period               999         1,258

  Cash and cash equivalents at end of period                    $498         $313

</TABLE>

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



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

(1) The unaudited information furnished herein reflects all
    adjustments (consisting only of normal recurring adjustments)
    which are, in the opinion of management, necessary to present
    a fair statement of the results for the periods ended
    September 30, 2001 and 2000.  The financial information
    contained herein represents condensed financial data and,
    therefore, does not include all footnote disclosures required
    to be included in financial statements prepared in conformity
    with generally accepted accounting principles. Certain
    amounts from previous periods have been reclassified to
    conform with the current presentation. Footnote information
    was included in financial statements included in the
    Company's 2000 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 consolidated 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. The Company
    experienced operating losses and negative cash flows from
    operating activities for the nine months ended September 30,
    2001 which the Company was able to fund from bank financing
    currently in place and from the proceeds of certain
    transactions as described in Notes 7 and 8. These factors
    raise substantial doubt about the ability of the Company to
    continue to operate as a going concern.  The Company's
    success going forward will be dependent on, among other
    things, attaining adequate sales revenue; continuing the
    current program of cost control initiatives; maintaining cash
    flow within its amended revolving credit agreement; and
    ultimately, returning to profitability.

    At March 31, 2001 the Company was not in compliance with the
    Minimum Tangible Net Worth ratio as required by the 1998
    Revolving Credit and Security Agreement (the "1998 Credit
    Agreement"), as amended.  On June 8, 2001, the Company
    entered into a Sixth Amendment of the 1998 Credit Agreement
    (the "Sixth Amendment").  The Sixth Amendment modified the
    1998 Credit Agreement by, among other things, revising the
    Minimum Net Tangible Worth Covenants for March 31, 2001, June
    30, 2001, September 30, 2001, and December 31, 2001.

    At September 30, 2001 the Company was not in compliance with
    the Minimum Tangible Net Worth ratio as required by the 1998
    Credit Agreement, as amended. The Company obtained a waiver
    from its bank for the covenant default at September 30, 2001.

    The Company has taken certain steps and has instituted
    additional initiatives intended to improve its results from
    operations and cash flows, including closing its Attleboro,
    Massachusetts and Cartago, Costa Rica manufacturing
    facilities; entering into a sale-leaseback transaction with
    respect to its South Norwalk, Connecticut manufacturing
    facility; exiting the women's costume jewelry business; and,
    instituting process improvements to improve operating
    efficiencies. The Company has already commenced and/or
    completed several of the foregoing initiatives, including the
    closure of the Attleboro, Massachusetts manufacturing
    facility during the second quarter of 2000 that resulted in a
    restructuring charge of $2,041,000 and a charge during the
    fourth quarter of 2000 of $2,371,000 (consisting of
    $1,849,000 and $522,000 relating to the Attleboro and Costa
    Rica facility closures, respectively) for inventory
    obsolescence associated with raw material and work-in-process
    inventory; the closure of the Costa Rica manufacturing
    facility during the second quarter of 2001 (Note 5); the
    institution of improved processes within certain purchasing
    and sourcing functions in an attempt to aggressively reduce
    inventory levels in response to a decline in incoming orders;
    the realignment of production levels to more accurately
    reflect projected shipping requirements; and the increased
    focus on sales of closeout and discontinued merchandise. In
    April 2001, the Company received a refund of $2,251,000 from
    the Internal Revenue Service for federal income taxes paid in
    prior years. During the second quarter of 2001, the Company
    completed the sale of its South Norwalk, Connecticut
    manufacturing facility at a purchase price of approximately
    $6,100,000 and contemporaneously entered into a lease-back of
    that property for a period of ten years (Note 7).  In
    addition, during the third quarter, the Company completed the
    sale of certain of its women's jewelry assets pursuant to an
    agreement dated July 10, 2001 between the Company and K&M
    Associates, L.P. ("K&M"), a subsidiary of American Biltrite
    Inc. The purchase price was approximately $4,600,000 (Note
    8). The net proceeds of the sale of the South Norwalk,
    Connecticut manufacturing


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

    facility and the sale of the women's jewelry assets were
    used to reduce the Company's outstanding revolving credit
    balance. Although the results of these actions cannot be
    predicted, the Company believes that these initiatives,
    together with certain other strategies currently under
    consideration, will contribute to profitability and positive
    cash flows from operations.

    Although no assurances can be given, the Company
    believes that attaining adequate sales revenue will provide
    sufficient liquidity for the Company to continue to operate
    as a going concern. Accordingly, the consolidated 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 in its present form.

(2) During the quarter ended September 30, 2001, the Company has
    not incurred any material changes in commitments and
    contingencies set forth in Footnote J of the 2001 Annual
    Report to Stockholders except for those discussed in Note 7.

(3) The following table sets forth the computation of the net
    loss per share for the quarters ended September 30,  2001 and
    September 30, 2000 (in thousands, except for share and per
    share data):

<TABLE>
<CAPTION>
                                                 Quarter             Nine months
                                            Ended September 30,   Ended September 30,
                                              2001       2000       2001       2000
<S>                                     <C>         <C>       <C>         <C>
Numerator:
Net (loss)                                $(1,560)   $(1,471)  $(15,078)   $(4,601)

Denominators:
Shares used in computing net(loss)per    5,522,490  5,522,520  5,522,490  5,522,520
  common share
Effect of dilutive options                       -        -            -          -
Shares used in computing net(loss per    5,522,490  5,522,520  5,522,490  5,522,520
  common share assuming dilution

Basic (loss) per share:
Continuing operations                       $(.05)     $(.12)     $(.79)     $(.68)
Discontinued operations                      (.23)      (.15)     (1.94)      (.15)
Net (loss)                                  $(.28)     $(.27)    $(2.73)     $(.83)

Diluted (loss) per share:
Continuing operations                       $(.05)     $(.12)     $(.79)     $(.68)
Discontinued operations                      (.23)      (.15)     (1.94)      (.15)
Net (loss)                                  $(.28)     $(.27)    $(2.73)     $(.83)

</TABLE>

(4) Segment Information. As further described in Note 8 below,
    during the third quarter the Company completed the sale of
    certain assets pertaining to its women's costume jewelry
    business and developed a plan to dispose of its remaining
    women's jewelry business. Accordingly, the Company now has
    only one reportable segment.

(5) Restructuring.  During the first quarter of 2001,
    Management determined that the Company should intensify its
    efforts to reduce costs throughout the organization to streamline
    operations and reduce net cash requirements.  As a consequence of
    this strategy, the Company has recorded a restructuring charge of
    $845,000 through September 30, 2001 for employee severance and
    related payroll costs associated with additional staff reductions
    primarily within certain sales and administrative departments
    affecting approximately 93 employees.  For the nine months ended
    September 30, 2001, $372,000 has been reclassified to
    discontinued operations and $473,000 is included in the results
    of continuing operations.  No restructuring charges were recorded
    during the third quarter.

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

    The restructuring charges have been stated separately in the
    Condensed Consolidated Statement of Operations
    for the quarter ended September 30, 2001.  As of September
    30, 2001, approximately $699,000 has been paid and
    $146,000 is included in Other Liabilities in the Condensed
    Consolidated Balance Sheet.  The Company expects that the
    remaining liability will be paid by December 31, 2001.
    Management believes that additional restructuring  charges
    may be incurred during the year in connection with the
    Company's ongoing cost reduction program and other
    initiatives designed to improve profitability.

    On March 16, 2000, the Company announced a plan to cease
    production operations at its jewelry manufacturing facility
    located in Attleboro, Massachusetts ("Attleboro") and
    transfer its remaining domestic jewelry production
    requirements to third-party vendors. Manufacturing operations
    at Attleboro ceased during the second quarter of 2000.  In
    connection with the Attleboro closure, the Company recorded a
    restructuring charge of  $2,041,000 in 2000 of which $545,000
    was reclassified to discontinued operations and $1,496,000
    was included in the results of continuing operations.
    Approximately $1,400,000 of the restructuring charge was
    recorded during the first quarter of 2000 to cover employee
    severance and other payroll related costs for approximately
    195 employees affected by the closure of the facility.  Of
    the remaining $641,000 in restructuring charges, $261,000 was
    recorded during the third quarter and $380,000 was recorded
    during the fourth quarter of 2000 to recognize adjustments to
    management's estimates resulting from further reductions in
    the production labor staff.  As of September 30, 2001, the
    full obligation of $1,711,000 had been paid and $330,000 was
    recorded as a curtailment loss on post-retirement benefits in
    2000.

    On April 6, 2001, the Company ceased production operations at
    Joyas y Cueros de Costa Rica, S.A. ("Joyas y Cueros"), its
    costume jewelry manufacturing facility located in Cartago,
    Costa Rica.  Joyas y Cueros had been engaged in the
    manufacture of certain men's and women's jewelry items for
    the Company as a majority-owned subsidiary since 1999.
    Management determined that Joyas y Cueros could not be
    competitive with other jewelry resources in light of recent
    changes in women's jewelry fashion trends and improved
    quality and price competitiveness from Asian vendors. In
    connection with the plant closure,  Joyas y Cueros recorded
    charges of  approximately $1,218,000 during the fourth
    quarter of 2000 to reflect a write-down in the value of its
    manufacturing machinery and equipment and raw materials
    inventory.  Joyas y Cueros also recorded severance and
    associated costs of approximately $103,000 during the first
    quarter of 2001 and an additional $161,000 during the second
    quarter of 2001 in connection with the termination of its
    manufacturing operations which was included in Cost of Sales
    on the Condensed Consolidated Statement of Operations for the
    nine months ended September 30, 2001.  As part of the
    restructuring and plant closure, approximately 150 employees
    were terminated.  Management anticipates that it will
    complete the sale and liquidation of Joyas y Cueros' assets
    by December 31, 2001.

(6) Bank Financing. At December 31, 2000, the Company was not in
    compliance with the bank's Fixed Charge Coverage and Minimum
    Tangible Net Worth ratios as required by the 1998 Credit
    Agreement, as amended. The Bank waived those requirements as
    of and for the quarter ended December 31, 2000 through a Bank
    Waiver dated April 16, 2001.  The Company entered into a
    Fifth Amendment of the 1998 Credit Agreement (the "Fifth
    Amendment"). The Fifth Amendment modified the 1998 Credit
    Agreement by, among other things, deleting the requirement to
    maintain a Fixed Charge Coverage Ratio; revising the Minimum
    Net Tangible Worth covenants for March 31, 2001, June 30,
    2001, September 30, 2001 and December 31, 2001; reducing the
    permitted seasonal collateral overadvance from $3 million to
    $1.5 million; setting the interest rate on borrowings equal
    to the Bank's prime rate plus 1.50% and eliminating the
    Eurodollar borrowing option; and setting the termination date
    of the 1998 Credit Agreement at June 25, 2002.  In addition,
    the Bank established a reserve against the Company's women's
    jewelry inventory, as permitted by the 1998 Credit Agreement,
    as amended, that decreased availability by approximately $3
    million pending the sale of these assets. As further
    described in Note 8 below, the Company sold certain of its
    women's jewelry inventory on July 23, 2001 as part of a plan
    to exit the women's costume jewelry business and accordingly,
    the reserves pertaining to this inventory have been
    eliminated.



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

    At March 31, 2001 the Company was not in compliance with the
    Minimum Tangible Net Worth ratio as required by the 1998
    Credit Agreement, as amended.  On June 8, 2001, the Company
    entered into a Sixth Amendment of the 1998 Credit Agreement
    (the "Sixth Amendment").  The Sixth Amendment modified the
    1998 Credit Agreement by, among other things, revising the
    Minimum Net Tangible Worth Covenants for March 31, 2001, June
    30, 2001, September 30, 2001, and December 31, 2001.


    On July 16, 2001, the Company entered into a Seventh
    Amendment of the 1998 Credit Agreement (the "Seventh
    Amendment") in connection with the sale of certain of its
    women's jewelry assets to K&M (Note 8).  The Seventh
    Amendment, among other things, reduced the maximum amount of
    revolving advances from $30,000,000 to $25,000,000 at all
    times subsequent to the sale of the women's jewelry assets
    and removed the applicable women's jewelry accounts
    receivable and inventory from the collateral base. The
    Seventh Amendment also provided for the bank's consent to the
    sale.

    At September 30, 2001 the Company was not in compliance with
    the Minimum Tangible Net Worth ratio as required by the 1998
    Credit Agreement, as amended. The Company obtained a waiver
    from its bank for the covenant default at September 30, 2001.

(7) Sale and Lease-Back. On May 2, 2001, the Company completed
    the sale and lease-back of its manufacturing facility in South
    Norwalk, Connecticut. The net proceeds to the Company of the sale
    of its manufacturing facility were approximately $5,800,000
    reflecting a sale price of $6,100,000 million less direct fees
    and expenses associated with the sale. Under the terms of the
    contract of sale, the Company was also required to fund an escrow
    payment of $685,400 for roof repairs and general maintenance over
    the life of the lease. The Company contemporaneously leased back
    the facility from the purchaser for a period of 10 years. Under
    the terms of the lease agreement, which the Company has
    classified as an operating lease for financial reporting
    purposes, the Company will pay monthly rent at a rate of
    approximately $57,000 that increases over the term of the lease
    to approximately $74,000 a month in year 10. The Company is also
    responsible for all taxes, insurance, and routine maintenance for
    the manufacturing facility.  This transaction resulted in a
    deferred gain of approximately $4,700,000 that was recorded on
    the Company's balance sheet at closing and is being amortized
    over the lease term.  The Company recorded amortization income of
    $195,000 through September 30, 2001.

(8) Discontinued Operations. On July 23, 2001, the Company
    disposed of certain of its women's costume jewelry division's
    assets pursuant to an Agreement dated July 10, 2001 (the
    "Agreement") between the Company and K&M.  Pursuant to the
    Agreement, the Company sold to K&M inventory, accounts
    receivable and miscellaneous other assets relating to the
    Company's Anne Klein, Anne Klein II, Guess?, and certain
    private label women's costume jewelry businesses.  The
    purchase price paid by K&M to the Company at the closing of
    the transactions contemplated by the Agreement was
    approximately $4,600,000.  K&M also assumed the Company's
    interest in its respective license agreements with Anne
    Klein, a division of Kasper A.S.L., Ltd., and Guess?
    Licensing Inc. and certain specified liabilities.  The cash
    portion of the purchase price, which was calculated in
    accordance with certain formulas determined as a result of
    arm's length negotiation between the Company and K&M and
    which are set forth in the Agreement, is subject to
    adjustment under certain circumstances.  In connection with
    the sale to K&M, the Company and K&M entered into an
    agreement whereby the Company will provide certain
    operational and administrative services to and on behalf of
    K&M for a period of time extending from the closing date
    through December 31, 2001 (the "Transition Agreement").  The
    services provided by the Company may be terminated earlier as
    provided by the Transition Agreement. Under the terms of the
    Transition Agreement, the Company will be reimbursed by K&M
    for its direct costs associated with performing the
    transition services.  In connection with the disposal of its
    women's costume jewelry business, the Company has recorded a
    non-recurring charge of



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


   $6,478,000 net of income tax benefit of $0 as of September
   30, 2001, including $1,269,000 recorded during the third
   quarter. Based on the information available to it earlier,
   the Company had originally estimated this loss, net of tax
   benefits, to be approximately $6,000,000. The components of
   the charge are set forth in the following table:

  <TABLE>
  <CAPTION>
   Description                                         Amount
   <S>                                                  <C>
   Difference between net book value of assets sold     $2,616,000
   and cash proceeds received

   Accrual for certain remaining liabilities             1,946,000
   associated with the Company's women's jewelry
   business including lease obligations and minimum
   royalties for licenses not transferred to K&M

   Additional reserves for women's jewelry assets not    1,422,000
   sold to K&M

   Legal, professional, and other fees and expenses        494,000
   associated with the disposition of the women's
   jewelry business

   Total loss on disposition                            $6,478,000

</TABLE>

   The disposition of the women's jewelry business represents
   the disposal of a business segment under Accounting
   Principles Board ("APB") Opinion No. 30.  Accordingly, the
   results of this operation have been classified as
   discontinued, and prior periods have been restated with
   certain fixed overhead charges reallocated to the remaining
   Men's Accessories business segment.  Proceeds from the sale
   of assets to K&M were used to repay borrowings outstanding
   under the 1998 Credit Agreement.

(9) During the second quarter, the Company announced that it
    received notice from Nasdaq indicating that it was not in
    compliance with Nasdaq's $1 minimum bid price requirement for
    continued listing of its shares of Common Stock on the Nasdaq
    SmallCap Market.  The Company also announced that it received
    notice from Nasdaq that it was not in compliance with Nasdaq's
    requirement for continued listing due to a delinquency in the
    filing of its Annual Report on Form 10-K.  On May 25, 2001, the
    Company was advised by Nasdaq that the shares of its Common Stock
    would no longer be listed on the Nasdaq SmallCap Market. The
    Company's shares are now traded in the over-the-counter market.
    The Company historically has not relied on the public equity
    markets for external funding and does not anticipate any adverse
    financial consequences resulting from Nasdaq's action.

(10) New Accounting Pronouncements. In December 1999, the
    Securities and Exchange Commission issued Staff Accounting
    Bulletin No. 101, "Revenue Recognition in Financial Statements,"
    as amended by SAB No. 101A and SAB No. 101B ("SAB 101"), which is
    effective no later than the quarter ended December 31, 2000.  SAB
    No. 101 clarifies the Securities and Exchange Commission's views
    regarding recognition of revenue. The Company adopted SAB No. 101
    in the fourth quarter of 2000. The adoption of SAB 101 has
    resulted in the re-classification of certain in-store customer
    allowances from selling and administrative expenses to net sales.
    Net sales, gross profit, and selling and administrative expenses
    shown in the Company's Consolidated Statement of Operations have
    been restated to conform with the requirements of SAB 101. The
    effect of SAB 101 on the Company's financial statements was to
    reduce net sales, gross profit, and selling and administrative
    expenses by $2,110,000 for the quarter ended September 30, 2000.
    This reclassification had no effect on consolidated net income.

(11) Pro forma financial statements. The following unaudited pro
    forma consolidated condensed statements of operations for the
    three month and nine month periods ended September 30, 2000 are
    based on the historical consolidated statements of operations of
    the Company after giving effect to the classification of the
    women's jewelry segment as discontinued operations as described
    in Note 8.

    The unaudited pro forma consolidated financial statements
    below are provided for information purposes only and are
    based upon certain assumptions that the Company believes are
    reasonable under the circumstances.  The pro forma financial
    information is not necessarily indicative of the results of
    operations that actually would have


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


    occurred if the disposition had been consummated on the dates
    indicated nor does it purport to indicate the future
    financial position or results of operations of the Company.

    The unaudited pro forma consolidated condensed financial
    information should be read in conjunction with the Company's
    historical consolidated financial statements and notes
    thereto previously filed in the Company's Form 10-Q for the
    quarter ended September 30, 2000.


   SWANK, INC.
   PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   FOR THE QUARTER ENDED SEPTEMBER 30, 2000
   (Dollars in thousands except per share data)
   (Unaudited)

<TABLE>
<CAPTION>
                                                              Historical Adjustments  Pro Forma
  <S>                                                           <C>           <C>       <C>
   Net sales                                                     $36,062      $9,659    $26,403

   Cost of goods sold                                             24,796       6,872     17,924

   Gross profit                                                   11,266       2,787      8,479

   Selling and administrative expenses                            12,979       4,220      8,759

   Restructuring expenses                                            261          66        195

   (Loss) from continuing operations                             (1,974)     (1,499)      (475)

   Interest expense, net                                             650        (57)        707

   (Loss) from continuing operations before income taxes         (2,624)     (1,442)    (1,182)
   and minority interest

   (Benefit) for income taxes                                    (1,050)       (577)      (473)

   Minority interest in loss of consolidated subsidiary              103          38         65

   (Loss) from continuing operations, net of income taxes        (1,471)           -      (644)

   (Loss) from discontinued operations, net of income taxes            -       (827)      (827)

   Net (loss)                                                   $(1,471)      $(827)   $(1,471)

Share and per share information:

   Basic (loss) per share:
   Continuing operations                                          $(.27)    $      -     $(.12)
   Discontinued operations                                             -       (.15)      (.15)
   Net (loss)                                                     $(.27)      $(.15)     $(.27)

   Diluted (loss) per share:
   Continuing operations                                          $(.27)    $      -     $(.12)
   Discontinued operations                                             -       (.15)      (.15)
   Net (loss)                                                     $(.27)      $(.15)     $(.27)

   Weighted average common shares outstanding                  5,522,520   5,522,520  5,522,520

   Weighted average common shares outstanding assuming
   dilution                                                    5,522,520   5,522,520  5,522,520

   </TABLE>

   SWANK, INC.
   PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000
   (Dollars in thousands except per share data)
   (Unaudited)

    <TABLE>
    <CAPTION>
                                                              Historical Adjustments  Pro Forma
   <S>                                                         <C>          <C>        <C>
   Net sales                                                    $102,769     $29,941    $72,828

   Cost of goods sold                                             69,578      19,088     50,490

   Gross profit                                                   33,191      10,853     22,338

   Selling and administrative expenses                            37,672      11,707     25,965

   Restructuring expenses                                          1,941         505      1,436

   (Loss) from continuing operations                             (6,422)     (1,359)    (5,063)

   Interest expense, net                                           1,648         264      1,384

   (Loss) from continuing operations before income taxes         (8,070)     (1,623)    (6,447)
   and minority interest

   (Benefit) for income taxes                                    (3,228)       (649)    (2,579)

   Minority interest in loss of consolidated subsidiary              241         134        107

   (Loss) from continuing operations, net of income taxes        (4,601)           -    (3,761)

   (Loss) from discontinued operations, net of income taxes            -       (840)      (840)

   Net (loss)                                                   $(4,601)     $ (840)   $(4,601)
   Share and per share information:

   Basic (loss) per share:
   Continuing operations                                          $(.83)    $      -     $(.68)
   Discontinued operations                                             -       (.15)      (.15)
   Net (loss)                                                     $(.83)      $(.15)     $(.83)

   Diluted (loss) per share:
   Continuing operations                                          $(.83)    $      -     $(.68)
   Discontinued operations                                             -       (.15)      (.15)
   Net (loss)                                                     $(.83)      $(.15)     $(.83)

   Weighted average common shares outstanding                  5,522,520   5,522,520  5,522,520

   Weighted average common shares outstanding assuming
   dilution                                                    5,522,520   5,522,520  5,522,520

   </TABLE>



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


   Notes to Consolidated Condensed Pro Forma Financial
   Statements

   1.   Revenues and expenses directly associated with the Company's
        Women's Jewelry division have been presented as discontinued
        operations.

   2.   Certain shared fixed expenses including rents, depreciation,
        professional fees, utilities, and other occupancy costs which the
        Company historically has allocated to its operating divisions
        based on revenue or space utilization have not been allocated to
        discontinued operations unless the shared expenses will be
        reduced in the future as a result of the disposition.

   3.   Corporate general and administrative costs historically
        allocated pro rata to the Company's Women's Jewelry division
        based on gross revenue have not been allocated to discontinued
        operations unless the shared expenses will be reduced in the
        future as a result of the disposition.

   4.   Interest expense was eliminated under the assumption that
        the cash proceeds from the sale of certain of the women's costume
        jewelry division's assets were used to eliminate outstanding
        borrowings under the existing credit facility related to the
        women's costume jewelry division assets sold.


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

Overview

As part of its strategy to focus on its core strength in the
men's accessories business, the Company disposed of certain of
its women's costume jewelry assets on July 23, 2001 pursuant to
an Agreement dated July 10, 2001 (the "Agreement") between the
Company and K&M.  Pursuant to the Agreement, the Company sold to
K&M inventory, accounts receivable and miscellaneous other assets
relating to the Company's Anne Klein, Anne Klein II, Guess?, and
certain private label women's costume jewelry businesses. The
purchase price paid by K&M to the Company at the closing of the
transactions contemplated by the Agreement was approximately
$4,600,000.  K&M also assumed the Company's interest in its
respective license agreements with Anne Klein, a division of
Kasper A.S.L., Ltd., and Guess? Licensing Inc. and certain
specified liabilities.  The cash portion of the purchase price,
which was calculated in accordance with certain formulas
determined as a result of arm's length negotiation between the
Company and K&M and which are set forth in the Agreement, is
subject to adjustment under certain circumstances.  In connection
with the sale to K&M, the Company and K&M entered into an
agreement whereby the Company will provide certain operational
and administrative services to and on behalf of K&M for a period
of time extending from the closing date through December 31, 2001
(the "Transition Agreement").  The services provided by the
Company may be terminated earlier as provided by the Transition
Agreement. Under the terms of the Transition Agreement, the
Company will be reimbursed by K&M for its direct costs associated
with performing the transition services.

APB Opinion No. 30 requires that the results of continuing
operations be reported separately from those of discontinued
operations for all periods presented and that any loss on
disposal of a segment of a business be reported in conjunction
with the related results of discontinued operations.
Accordingly, the Company has restated its results from operations
for all prior periods presented.  During the nine months ended
September 30, 2001, the Company recorded non-recurring charges of
$6,478,000 net of income tax benefit of $0, including $1,269,000
recorded in the third quarter, to reflect the difference between
the net book value and the cash proceeds received for the assets
sold to K&M; a valuation adjustment associated with certain
inventory not sold to K&M; a provision for the remaining
obligations under certain license agreements not assigned to K&M;
and accruals for other expenses directly associated to the
disposition including legal and broker's fees.  See Note 8.

The Company is currently engaged in the manufacture, sale 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.

Results of Operations

As is customary in the fashion accessories industry, the Company
makes modifications to its lines coinciding with the Spring
(approximately January - June) and Fall (approximately July -
December) 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 of the quarter are not necessarily
indicative of the results to be expected for the full year.

Net Sales

Net sales for the quarter and nine months ended September 30,
2001 declined $2,367,000 or 9.0% and $8,534,000 or 11.7%
respectively, compared to the quarter and nine months ended
September 30, 2000.  The decrease in net sales for both the
quarter and year to date period ended September 30, 2001 was
primarily due to lower shipments of both private label and
certain branded belt and jewelry programs, offset in part by
increased shipments of personal leather goods and shipments of
the Company's new Tommy Hilfiger merchandise collections which
were first shipped during the second quarter. The decrease in net
sales for the nine months ended September 30, 2001 was further
impacted by the returns adjustment described below. Year to year
sales comparisons were also adversely affected by  substantial
shipments of



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

men's belts and personal leather goods made during the first
quarter of 2000 that accompanied new product introductions at
several major accounts. Net sales during both the quarter and
nine months ended September 30, 2001 were generally impacted by
an economic environment characterized by a weakening economy and
declining consumer confidence.  Department stores have been
especially hard hit by consumers' concern over the likely
direction of the economy and an increasingly volatile stock
market which has constrained retail spending and generally
reduced the demand for the Company's merchandise.

Included in net sales for the nine months ended September 30,
2001, 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. These adjustments increased net sales by
$479,000 and $1,740,000 for the nine month periods ended
September 30, 2001 and September 30, 2000, respectively.   The
Company's actual return experience during the spring season of
2001 was better than anticipated at December 31, 2000 principally
due to lower than expected returns for men's belts.

Gross Profit

Gross profit for the quarter and nine months ended September 30,
2001 was $7,284,000 and $19,830,000, respectively, reflecting a
decrease of $1,195,000 or 14.1% and $2,508,000 or 11.2% compared
to the quarter and nine months ended September 30, 2000,
respectively.

Gross profit expressed as a percentage of net sales for the
quarter ended September 30, 2001 was 30.3%, compared to 32.1% for
the corresponding prior year period.  For the nine months ended
September 30, 2001 gross profit expressed as a percentage of net
sales increased to 30.8% compared to 30.7% for the same period
last year.

Included in gross profit for the nine months ended September 30,
2001, 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 $481,000 and $985,000 for the nine
month periods ended September 30, 2001 and September 30, 2000
respectively.

The decrease in gross profit expressed as a percentage of net
sales for the quarter ended September 30, 2001 was primarily due
to lower net sales and a reduction in gross margin resulting from
an unfavorable sales mix and higher in-store promotional expenses
recorded during the quarter to support certain new and existing
merchandise programs.   Margins were also affected by a decrease
in production levels compared to the same period last year at the
Company's South Norwalk, CT belt manufacturing facility offset
partially by a reduction in inventory-related reserve accruals
recorded during the quarter.  For the nine months ended September
30, 2001, the increase in gross profit as a percentage of sales
was primarily due to lower inventory-related expenses and reserve
accruals recorded during the year offset by higher product costs
and in-store promotional expenses.

Selling and Administrative Expenses

Selling and administrative expenses decreased $1,605,000 or 18.3%
and $3,342,000 or 12.9% for the quarter and nine months ended
September 30, 2001, respectively, compared to the quarter and
nine months ended September 30, 2000, respectively.

Selling expenses for the quarter and nine months ended September
30, 2001 decreased by $255,000 or 4.1% and $2,348,000 or 12.9%,
respectively, compared to the same periods last year.  Selling
expenses totaled 24.8% of net sales for the quarter and 24.7% for
the nine months ended September 30, 2001 compared to 23.6% and
25.0%, respectively, for the same periods last year.  The
decrease in selling expenses for the quarter and nine months
ended September 30, 2001 compared  to last year was primarily due
to lower compensation costs resulting from the Company's
restructuring program, reduced controllable expenses including
travel, entertainment, and other discretionary spending, and
decreased

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

variable costs associated with lower net sales.  Advertising and
promotional expenses totaled 3.1% of net sales for the quarter
and 2.7% for the nine months ended September 30, 2001 compared to
2.3% and 2.2%, respectively, for the corresponding periods in
2000.

Administrative expenses for the quarter and nine months ended
September 30, 2001 decreased by $1,350,000 or 13.3% and $994,000
or 2.9%, respectively, compared to the quarter and nine months
ended September 30, 2000. Administrative expenses for the quarter
and nine months ended September 30, 2001 were favorably affected
by a reduction in compensation and related costs which were
largely offset by an increase in professional fees incurred
primarily in connection with the transactions described in Notes
7 and 8.  Administrative expenses for the nine months ended
September 30, 2000 included a gain of $476,000 recorded during
the first quarter of 2000 resulting from the receipt of common
shares associated with the conversion of a mutual life insurance
company to a stock corporation (commonly known as a
demutualization).

Restructuring Charges

As part of an overall restructuring program designed to reduce
cash costs and streamline operations, the Company has been
aggressively reducing selling and administrative expenses since
the first quarter of 2001.  As a consequence of this strategy,
the Company recorded a restructuring charge of $765,000 during
the first quarter of 2001for employee severance and related
payroll costs associated with additional staff reductions
primarily within certain sales and administrative departments
affecting approximately 85 employees, of which $292,000 has been
reclassified to discontinued operations and $473,000 is included
in the results of continuing operations.  During the second
quarter of 2001, the Company recorded an additional restructuring
charge of $80,000 for employee severance and related payroll
costs associated with additional staff reductions primarily
within certain sales and administrative departments affecting
approximately 8 employees, all of which has been reclassified to
discontinued operations.    No restructuring charges were
recorded during the third quarter.  The restructuring charges
have been stated separately in the Condensed Consolidated
Statement of Operations for the quarter ended September 30, 2001.
As of September 30, 2001, approximately $699,000 has been paid
and $146,000 is included in Other Liabilities in the Condensed
Consolidated Balance Sheet.  The Company expects that the
remaining liability will be paid by December 31, 2001.
Management believes that additional restructuring charges may be
incurred during the year in connection with the Company's ongoing
cost reduction program and other initiatives designed to improve
profitability

On March 16, 2000, the Company announced a plan to cease
production operations at its jewelry manufacturing facility
located in Attleboro, Massachusetts ("Attleboro") and transfer
its remaining domestic jewelry production requirements to third-
party vendors. Manufacturing operations at Attleboro ceased
during the second quarter of 2000.  In connection with the
Attleboro closure, the Company recorded a restructuring charge of
$2,041,000 in 2000 of which $545,000 was reclassified to
discontinued operations and $1,496,000 was included in the
results of continuing operations, including $1,400,000 recorded
during the first quarter 2000 to cover employee severance and
other payroll related costs for approximately 195 employees
affected by the closure of the facility. The remaining $641,000
of the restructuring charge was recorded during the third and
fourth quarters of 2000 to recognize adjustments to management's
estimates as a result of management's decision to further reduce
the production labor staff.  As of September 30, 2001 the full
obligation of $1,711,000 had been paid and $330,000 was recorded
as a curtailment loss on post-retirement benefits in 2000.

On April 6, 2001, the Company ceased production operations at
Joyas y Cueros its costume jewelry manufacturing facility located
in Cartago, Costa Rica.  Joyas y Cueros had been engaged in the
manufacture of certain men's and women's jewelry items for the
Company as a majority-owned subsidiary since 1999.  Management
determined that Joyas y Cueros could not be competitive with
other jewelry resources in light of recent changes in women's
jewelry fashion trends and improved quality and price
competitiveness from Asian vendors.  In connection with the plant
closure, Joyas y Cueros recorded charges of approximately
$1,218,000 during the fourth quarter of 2000 to reflect a write-
down in the value of its manufacturing machinery and equipment
and raw materials inventory.  Joyas y Cueros



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

also recorded severance and associated costs of approximately
$103,000 during the first quarter of 2001 and an additional
$161,000 during the second quarter of 2001 in connection with the
termination of its manufacturing operations which
was included in Cost of Sales on the Condensed Consolidated
Statement of Operations for the nine months ended
September 30, 2001.  As part of the restructuring and plant
closure, approximately 150 employees were terminated.
Management anticipates that it will complete the sale
and liquidation of Joyas y Cueros' assets by December 31, 2001.

Interest Expense

Net interest expense decreased by $286,000 and $272,000 for the
quarter and nine months ended September 30, 2001, respectively,
compared to the same periods last year.  The decrease during the
periods is attributable to lower average borrowings primarily as
a result of the transaction discussed in Note 7, and lower
average borrowing rates, compared to the corresponding periods
last year.

Provision for Income Taxes

The Company did not record an income tax benefit on the
consolidated pre-tax loss for the quarter or nine months ended
September 30, 2001.  For the quarter and nine months ended
September 30, 2000, the Company recorded an income tax benefit on
the consolidated pre-tax loss at an effective income tax rate of
40.0% which approximated the blended state and federal statutory
rates.  At December 31, 2000, the Company recorded a valuation
allowance on its deferred tax asset in the amount of $5,209,000
to reduce the asset to its estimated net realizable value.  Based
upon the level of historical taxable income and projections for
future taxable income over the periods in which the temporary
differences that created the deferred tax asset are anticipated
to reverse, management believes it is more likely than not that
the Company will realize the benefit of these deductible
temporary differences, net of the valuation allowance. The amount
of the deferred tax asset considered realizable could be adjusted
in the future if estimates of taxable income are revised based on
actual results.

Discontinued Operations

The following table summarizes loss from discontinued operations,
net of tax, for the quarter and nine months ended September 30,
2001 and 2000 (in thousands):

<TABLE>
<CAPTION>
                                     Three Months ended      Nine months ended
                                     September 30            September 30
                                          2001        2000        2001        2000
   <S>                               <C>           <C>        <C>         <C>
   (Loss) from discontinued
   women's costume jewelry            $      -     $(1,404)   $ (4,222)    $(1,489)
   business

   (Loss) on disposition of
   women's costume jewelry
   business                             (1,269)           -     (6,478)           -

   Income tax benefit for
   discontinued operations                   -         577           -         649

                                      $(1,269)    $  (827)   $(10,700)    $  (840)
</TABLE>

Revenues and expenses directly associated with the women's
costume jewelry business have been presented as discontinued
operations.  Certain general administrative costs and shared
fixed costs including rents, depreciation, professional fees,
utilities, and other occupancy costs that the Company has
historically allocated to its operating divisions based on
revenue or space utilization have not been allocated to
discontinued operations unless the expenses were assumed to be
reduced in the future as a result of the disposition.


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

Interest expense was eliminated under the assumption that the
cash proceeds from the sale of certain of the women's costume
jewelry division's assets were used to eliminate outstanding
borrowings under the existing credit facility related to the
women's costume jewelry division assets sold.

The net loss from discontinued operations for the quarter and
nine months ended September 30, 2001 (excluding the loss on
disposition of $6,478,000) was $0 and $4,222,000 respectively,
compared to a net loss of $827,000 (net of tax benefit of
$577,000) and $840,000 (net of tax benefit of $649,000) for the
corresponding periods in 2000. The increase in the net loss for
the nine months ended September 30, 2001 compared to the prior
year was primarily due to lower net sales for women's costume
jewelry.  During the first half of 2001, several of the Company's
major women's jewelry customers reassessed their buying plans for
new merchandise in anticipation of a transfer in ownership of
certain branded and private label businesses. The Company also
increased its efforts to reduce the excess and discontinued
inventory balances for these brands which adversely affected
gross profit margins during the first half of the year.  As
discussed in Note 8, the Company recorded a loss on the
disposition of its women's jewelry division of $6,478,000 during
the nine month period ended September 30, 2001. The loss on
disposition consists of the difference between the net book value
of the assets sold and the cash proceeds received from K&M; a
provision for additional reserves on the remaining women's
jewelry assets not sold to K&M; accruals for remaining payments
on license and lease agreements not assigned or transferred to
K&M; and other fees and expenses directly attributable to the
disposition including legal and broker's expenses.

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, receivables 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.

As part of the Fifth Amendment of the 1998 Credit Agreement, the
Company obtained a seasonal overadvance of $1.5 million for the
period July 1, 2001 through November 30. On June 8, 2001, the
Company entered into a Sixth Amendment of the 1998 Credit
Agreement (the "Sixth Amendment").  The Sixth Amendment modified
the 1998 Credit Agreement by, among other things, revising the
Minimum Net Tangible Worth Covenants for March 31, 2001, June 30,
2001, September 30, 2001, and December 31, 2001. Management
believes the revolving credit facility will be sufficient to meet
the Company's cash requirements.

On July 16, 2001, the Company entered into the Seventh Amendment
of the 1998 Credit Agreement  in connection with the sale of
certain of its women's jewelry assets to K&M (Note 8).  The
Seventh Amendment, among other things, reduced the maximum amount
of revolving advances from $30,000,000 to $25,000,000 at all
times subsequent to the sale of the women's jewelry assets and
removed the applicable women's jewelry accounts receivable and
inventory from the collateral base. The Seventh Amendment also
provided for the Bank's consent to the sale.  As of September 30,
2001, the Company was not in compliance with the Minimum Tangible
Net Worth Covenant required by the 1998 Credit Agreement, as
amended.  The Company obtained a waiver for the covenant default
as of September 30, 2001.

The accompanying consolidated 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. The Company experienced operating
losses and negative cash flows from operating activities for the
year ended December 31, 2000 which the Company was able to fund
from bank financing currently in place and from the proceeds of
certain transactions as described in Notes 7 and 8. These factors
raise substantial doubt about the ability of the Company to
continue to operate as a going concern. The Company's success
going forward will be dependent on, among other things, attaining
adequate sales revenue; continuing the current program of cost
control initiatives; maintaining cash flow within its amended
revolving credit agreement; and ultimately, returning to
profitability.


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

The Company has taken certain steps and has instituted additional
initiatives intended to improve its results from operations and
cash flows, including the closing of its Attleboro, Massachusetts
and Cartago, Costa Rica manufacturing facilities; entering into a
sale-leaseback transaction with respect to its South Norwalk,
Connecticut manufacturing facility; exiting the women's costume
jewelry business; and, instituting process improvements to
improve operating efficiencies. The Company has already
commenced and/or completed several of the foregoing
initiatives, including the closure of the Attleboro,
Massachusetts manufacturing facility during the
second quarter of 2000 that resulted in a restructuring charge of
$2,041,000 (of which $545,000 has been reclassified to
discontinued operations and $1,496,000 is included in the results
of continuing operations) and a charge during the fourth quarter
of 2000 of $2,371,000 (consisting of $1,849,000 and $522,000
relating to the Attleboro and Costa Rica facility closures,
respectively) for inventory obsolescence associated with raw
material and work-in-process inventory; the closure of the Costa
Rica manufacturing facility during the second quarter of 2001(Notes 1
and 5); the institution of improved processes within certain
purchasing and sourcing functions in an attempt to aggressively
reduce inventory levels in response to a decline in incoming
orders; the realignment of production levels to more accurately
reflect projected shipping requirements; and the increased focus
on sales of closeout and discontinued merchandise. In April 2001,
the Company received a refund of $2,251,000 from the Internal
Revenue Service for federal income taxes paid in prior years. The
Company completed the sale of its South Norwalk, Connecticut
manufacturing facility at a purchase price of approximately
$6,100,000 and contemporaneously entered into a lease-back of
that property for a period of ten years during the second quarter
of 2001. In addition, during the third quarter, the Company
completed the sale of certain of its women's jewelry assets
pursuant to an agreement dated July 10, 2001 between the Company
and K&M. The  purchase price was approximately $4,600,000 (Note
8). The net proceeds from the sale of the Company's South
Norwalk, Connecticut manufacturing facility and from the sale of
its women's jewelry assets to K&M were used to reduce the
Company's outstanding revolving credit balance. Although the
results of these actions cannot be predicted, the Company
believes that these initiatives, together with certain other
strategies currently under consideration, will contribute to
profitability and positive cash flows from operations.

Although no assurances can be given, the Company believes that
execution of the above initiatives and attaining adequate sales
revenue will provide sufficient liquidity for the Company to
continue to operate as a going concern. Accordingly, the
consolidated 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 in its present form.

The Company announced that it received notice from Nasdaq
indicating that it was not in compliance with Nasdaq's $1 minimum
bid price requirement for continued listing of its shares of
Common Stock on the Nasdaq SmallCap Market.  The Company also
announced that it received notice from Nasdaq that it was not in
compliance with Nasdaq's requirement for continued listing due to
a delinquency in the filing of its Annual Report on Form 10-K.
On May 25, 2001, the Company was advised by Nasdaq that the
shares of its Common Stock would no longer be listed on the
Nasdaq SmallCap Market. The Company  expects that its shares will
continue to be traded in the over-the-counter market. The Company
historically has not relied on the public equity markets for
external funding and does not anticipate any adverse financial
consequences resulting from Nasdaq's action.

The Company's working capital decreased by $8,532,000 during the
nine months ended September 30, 2001 compared to a decrease of
$4,921,000 for the same period last year.  The decrease was
primarily due to the sale of certain assets associated
with the Company's women's jewelry business to K&M
(Note 8) and the reclassification of the remaining women's
jewelry assets and liabilities as discontinued operations at
September 30, 2001.

Cash used in operations for the nine months ended September 30,
2001 totaled $5,049,000 compared to cash used of $11,562,000 for
the nine months ended September 30, 2000. Cash used in operations
for the current period consisted primarily of the consolidated
net loss, after giving effect to the loss on disposition of the
Company's women's jewelry business, and reductions in accounts
payable and other accrued liabilities offset partially by
decreases in accounts receivable, inventory, and income taxes
recoverable. The decrease in accounts receivable is due to the
sale of certain


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

women's jewelry trade accounts receivable to K&M during the third
quarter, lower net sales for continuing operations, and seasonal
reductions in accounts receivable allowances..  The reduction in
inventory also reflects the sale of women's jewelry inventory to
K&M and reduced purchases, particularly of raw materials
associated with the Company's belt business. Income taxes
recoverable declined primarily as a result of the federal tax
refund which was received in April 2001. Cash used in operations
for the nine months ended September 30, 2000 consisted primarily
of the consolidated net loss, increases in accounts receivable,
certain prepaid costs and recoverable income taxes, and a
decrease in income taxes payable, offset in part by increases
in accounts payable and other accrued liabilities.

Cash provided by investing activities was $5,350,000 derived
principally from the sale of the Company's Norwalk, CT
manufacturing facility (Note 7), offset partially by capital
expenditures and life insurance premiums. Cash used in financing
activities totaled $714,000 consisting mostly of net payments
against the Company's revolving credit agreement.

"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.


Item 3. Quantitative and Qualitative Disclosures about Market
        Risk

During the quarter ended September 30, 2001, 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, 2000.

PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

(a)        Exhibit No.     Description

           10.1   Amendment dated as of May 30, 2001 to Employment
                  Agreement between the Company and Marshall Tulin.

           10.2   Amendment dated as of June 20, 2001 to Employment
                  Agreement between the Company and Marshall Tulin.

(b)  Reports on Form 8-K.

    The Company filed a report on Form 8-K on August 7, 2001
    with respect to events reported under Item 2 - Acquisitions
    and Dispositions of Assets.


                           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 14, 2001