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 March 31, 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 jurisdiction of incorporation                   (IRS employer or
identification number)                                           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 May 31, 2001
     --------------                     ----------------------------------
     Common stock, $.10 par value               5,522,490

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



                                                   March 31, 2001        December 31, 2000
                                                   --------------        -----------------
          ASSETS
<S>                                             <C>         <C>          <C>         <C>
Current:
  Cash and cash equivalents                                   $304                     $999
  Accounts receivable, less allowances
    of $7,331 and $8,989                                    14,769                   14,386
  Inventories
          Raw materials                         $5,150                   $6,347
          Work in process                        3,854                    3,616
          Finished goods                        21,031      30,035       21,927      31,890
                                                ------                   ------
  Deferred income taxes                                      1,450                    1,450
  Income taxes recoverable                                   1,983                    1,941
  Prepaid and other                                          1,168                    1,270
                                                            ------                   ------

          Total current assets                              49,709                   51,936

Property, plant and equipment, at cost          21,573                   21,722
    less   accumulated depreciation and
    amortization                                17,763       3,810       17,744       3,978
                                                ------                   ------
Other assets                                                 6,630                    6,583
                                                            ------                   ------

  Total assets                                             $60,149                  $62,497
                                                           =======                  =======

          LIABILITIES
Current:
  Notes payable to banks                                    $22,767                 $21,104
  Current portion of long-term debt                            110                      154
  Accounts payable                                           4,334                    3,120
  Accrued employee compensation                              2,629                    3,367
  Other current liabilities                                  3,791                    4,685
                                                            ------                   ------

          Total current liabilities                         33,631                   32,430

Long-term obligations                                        8,787                    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                                           15,915                   19,677
Accumulated other comprehensive income                          54                       88
                                                            ------                   ------
                                                            17,972                   21,768
Treasury stock, at cost, 111,222 shares
and 111,173 shares                                           (236)                    (236)
Deferred employee benefits                                     (5)                    (286)
                                                            ------                   ------
          Total stockholders' equity                        17,731                   21,246
                                                            ------                   ------

Total liabilities and  stockholders' equity                $60,149                  $62,497
                                                           =======                  =======
</TABLE>

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

                                       2
<PAGE>

<TABLE>
<CAPTION>

                                          SWANK, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                        FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                         (Dollars in thousands except per share data)
                         --------------------------------------------

                                                            2001                         2000
                                                            ----                         ----

<S>                                                         <C>                         <C>
Net sales                                                   $27,297                    $33,867

Cost of goods sold                                           19,187                     23,084
                                                          ---------                  ---------

Gross profit                                                  8,110                     10,783

Selling and administrative expenses                          10,624                     11,693

Restructuring expenses                                          765                      1,400
                                                          ---------                  ---------

(Loss) from operations                                       (3,279)                    (2,310)

Interest expense, net                                           483                        392
                                                          ---------                  ---------

(Loss) before income taxes and minority
interest                                                     (3,762)                    (2,702)

Provision (Benefit) for income taxes                             --                     (1,081)

Minority interest in loss of consolidated
subsidiary                                                       --                         22
                                                          ---------                  ---------

NET (LOSS)                                                  $(3,762)                   $(1,599)
                                                          ---------                  ---------

Share and per share information:
--------------------------------

Weighted average common shares outstanding                5,522,490                  5,522,538

NET (LOSS) PER COMMON SHARE                                  $(.68)                     $(.29)
                                                          ---------                  ---------

Weighted average common shares outstanding
assuming dilution                                         5,522,490                  5,522,538

NET (LOSS) PER COMMON SHARE ASSUMING DILUTION                $(.68)                     $(.29)
                                                          ---------                  ---------

The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>

                                               3
<PAGE>
<TABLE>
<CAPTION>

                                   SWANK, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
                             (Dollars in thousands)
                             ----------------------

                                                                    2001                2000
                                                                    ----                ----

Cash flows from operating activities:

<S>                                                              <C>                 <C>
Net (Loss)                                                       $(3,762)            $(1,599)

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

 Depreciation and amortization                                       262                 349
 (Recovery) of bad debts                                             (75)                (26)
 Minority interest in net (loss) of consolidated                       -                 (22)
 subsidiary
 (Gain) on sale of assets                                            (55)                 (1)

Changes in assets and liabilities:
 (Increase) in accounts receivable                                  (307)             (2,658)
 Decrease in inventory                                             1,855                 992
 (Increase) in income taxes recoverable                              (43)               (897)
 Decrease in prepaid and other current assets                         94                  62
 (Increase) Decrease in other noncurrent assets                      (31)                 22
 (Decrease) in accounts payable
  and other accrued liabilities                                     (400)             (1,478)
 (Decrease) in income taxes payable                                    -              (1,701)
 (Decrease) Increase in long-term obligations                        (30)                 54
                                                                 -------             -------

        NET CASH (USED) IN OPERATIONS                             (2,492)             (6,903)
                                                                 -------             -------

Cash flows from investing activities:
 Capital expenditures                                                (30)               (205)
 Premiums on life insurance                                          (35)               (214)
 Proceeds from sales of fixed assets                                   -                   4
                                                                       -                   -
        NET CASH (USED) IN INVESTING ACTIVITIES                      (65)               (415)
                                                                 -------             -------

Cash flows from financing activities:
 Borrowing under revolving credit agreements                      13,364              23,168
 Payments of revolving credit obligations                        (11,700)            (16,475)
 Principal payments on long-term debt                                (48)                (67)
 Advance to retirement plan                                          280                   -
                                                                 -------             -------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                  1,896               6,626
                                                                 -------             -------

 Currency translation adjustment                                     (34)                  4
                                                                 -------             -------

 NET (DECREASE) IN CASH AND CASH EQUIVALENTS                        (695)               (688)
                                                                 -------             -------

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

 CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $304                $570
                                                                 -------             -------


The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>

                                       4
<PAGE>

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

(1) The unaudited information furnished herein reflects all adjustments
    (consisting only of normal recurring adjustments) which are, in the opinion
    of management, necessary to present a fair statement of the results for the
    periods ended March 31, 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 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 quarter ended March 31, 2001 which the Company was able
    to fund from bank financing currently in place. 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.

      The Company was not in compliance with the Tangible Net Worth ratio for
    the quarter ended March 31, 2001. On June 8, 2001, the Company entered into
    a Sixth Amendment of the 1998 Revolving 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.

      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;
    reviewing the status of its various operating divisions; 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; 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. In addition, during the second
    quarter, 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. The net proceeds of the sale 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.

                                       5
<PAGE>

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

    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.

(2) During the quarter ended March 31, 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.

(3) The following table sets forth the computation of the net loss per share for
    the quarters ending March 31, 2001 and March 31, 2000 (in thousands, except
    for share and per share data):
<TABLE>
<CAPTION>
                                                                     Quarter
                                                                   Ended March 31,
                                                                   ---------------
                                                                 2001         2000
                                                                 ----         ----

   Numerator:
<S>                                                              <C>         <C>
   Net (loss)                                                    $(3,762)    $(1,599)

   Denominators:
   Shares used in computing net (loss) per
    common share                                               5,522,490   5,522,538
   Effect of dilutive options
                                                                       -           -
                                                                ---------  ---------
   Shares used in computing net (loss) per common share
    assuming dilution                                           5,522,490  5,522,538


   Net (loss) per common share                                      $(.68)     $(.29)
   Net (loss) per common share assuming                             $(.68)     $(.29)
   dilution

(4) Segment Information (in thousands):

                                                                                                 Consolidated
                                    Men's                Women's                 Other                  Total
                                    -------------------------------------------------------------------------

3 MONTHS ENDING MARCH 31
------------------------
2001
Revenue from external customers     $19,144               $7,316                 $837                 $27,297
Segment (loss) before tax            (1,007)              (2,555)                (200)                 (3,762)

2000
Revenue from external customers     $22,177              $10,666               $1,024                 $33,867
Segment (loss) before tax            (1,493)              (1,040)                (147)                 (2,680)
</TABLE>

(5) Restructuring. During the quarter ended March 31, 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 recorded a
    restructuring charge of $765,000 during the quarter for employee severance
    and related payroll costs associated with additional staff reductions
    primarily within certain sales and administrative departments affecting
    approximately 85 employees. Management expects that the actions taken during
    the quarter will result in annualized savings of approximately $3,500,000.
    The restructuring charge has been stated separately in the Condensed
    Consolidated Statement of Operations for the quarter ending March 31, 2001.
    As of March 31, 2001, approximately $203,000 has been paid and $562,000 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.

                                       6
<PAGE>

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

       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 against income from operations in 2000, including $1,400,000
     recorded during the first quarter to cover employee severance and other
     payroll related costs for approximately 195 employees affected by the
     closure of the facility. The restructuring charge recorded during the first
     quarter of 2000 has been stated separately on the Condensed Consolidated
     Statement of Operations for the three months ended March 31, 2000. As of
     March 31, 2001 approximately $1,523,000 had been paid, $330,000 was
     recorded as a curtailment loss on post-retirement benefits in 2000, and a
     liability of $188,000 which is included in Other Liabilities on the
     Condensed Consolidated Balance Sheet remains to be paid. The Company
     expects to fully pay the remaining liability by September 30, 2001.

       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 has determined that Joyas y Cueros cannot
     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. The Company currently purchases costume
     jewelry from a variety of domestic and foreign vendors and anticipates that
     it will be able to re-source the items manufactured by Joyas with no
     disruption in merchandise flow. In connection with the reduction in its
     operations, 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 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
     quarter ended March 31, 2001. As part of the restructuring and plant
     closure, approximately 150 employees were terminated, including 84 who were
     terminated prior to March 31, 2001. The remaining employee terminations
     occured during the secong quarter. Management anticipates that it will
     complete the sale and liquidation of Joyas y Cueros' assets by the end of
     the third quarter of 2001.

(6) Subsequent Events. At December 31, 2000, the Company was not in compliance
    with the Bank's Fixed Charge Coverage and Tangible Net Worth ratios as
    required by the 1998 Revolving 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 has entered into a Fifth Amendment of the 1998 Revolving
    Credit Agreement (the "Fifth Amendment"). The Fifth Amendment modified the
    1998 Revolving 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
    Revolving Credit Agreement at June 25, 2002. In addition, the Bank has
    established a reserve against the Company's women's jewelry inventory, as
    permitted by the 1998 Revolving Credit Agreement, as amended that decreased
    availability by approximately $3 million. The Company does not believe that
    the imposition of such reserves will have a material affect on its
    liquidity.

                                       7
<PAGE>

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

       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 has 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 has determined that Joyas y Cueros cannot
     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. The Company currently purchases costume
     jewelry from a variety of domestic and foreign vendors and anticipates that
     it will be able to re-source the items manufactured by Joyas with no
     disruption in the flow of merchandise. In connection with the reduction in
     its operations, 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 in connection with
     the termination of its manufacturing workforce. Management anticipates that
     it will complete the sale and liquidation of Joyas y Cueros' assets by the
     third quarter of 2001.

       On May 2, 2001, the Company completed the sale and lease-back of its
     manufacturing facility in South Norwalk, Connecticut. The manufacturing
     facility was sold for approximately $6.1 million, reduced by 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, the Company is responsible for all taxes and insurance on the
     manufacturing facility. This transaction resulted in a deferred gain of
     approximately $4.7 million which was recorded on the Company's balance
     sheet at closing and will be amortized over the lease term.

      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 now 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 was not in compliance with the Tangible Net Worth ratio for
    the quarter ended March 31, 2001. On June 8, 2001, the Company entered into
    a Sixth Amendment of the 1998 Revolving 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.


(7) 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 March 31, 2000. This reclassification
    had no effect on consolidated net income.

                                       8
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
----------------------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

RESULTS OF OPERATIONS
---------------------

    As is customary in the fashion accessories industry, the Company makes
modifications to its lines coinciding with the Spring (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 three months ended March 31, 2001 were $27,297,000
reflecting a decrease of $6,570,000 or 19.4% compared to the same period last
year.

    Net Sales fell $3,033,000 or 13.7%, and $3,350,000 or 31.4% for Men's
Accessories and Women's Accessories respectively, both as compared to the same
period last year. The decrease in Men's Accessories Net Sales was primarily due
to lower shipments of certain private label merchandise. The Company made
substantial shipments of men's belts and personal leather goods during the first
quarter of 2000 that accompanied new product introductions at several major
accounts.

    The decrease in Women's Accessories Net Sales resulted mainly from lower
shipments of both private label goods to mass merchandising accounts and of
branded collections to certain department store customers. Net Sales during the
quarter for both Men's and Women's Accessories were also adversely affected by a
disappointing holiday season that limited re-orders for carryover Spring
merchandise and by a rapidly weakening economy that undermined consumer
confidence. The first quarter was also marked by an extremely volatile stock
market and dozens of corporate restructuring announcements that further
constrained consumer spending.


GROSS PROFIT
------------

    Gross profit for the quarter ended March 31, 2001 decreased by $2,677,000 or
24.8% compared to the prior year. Gross profit for Men's Accessories and Women's
Accessories decreased by $338,000 and $2,226,000 respectively for the quarter
ended March 31, 2001, both as compared to the same period last year. Gross
profit expressed as a percentage of net sales for the quarter ended March 31,
2001 decreased to 29.7% from 31.9% for the quarter ended March 31, 2000.

    Gross profit expressed as a percentage of net sales increased to 30.2% for
Men's Accessories for the quarter ended March 31, 2001 compared to 27.6% for the
same period last year. Gross profit expressed as percentage of net sales
decreased to 25.6% for Women's Accessories for the quarter compared to 38.4% for
the same period last year.

    The increase in gross profit for Men's Accessories during the quarter ended
March 31, 2001 expressed as a percentage of net sales was primarily due to lower
manufacturing overhead and related costs compared to the prior year resulting
from the closure of the Company's domestic costume jewelry manufacturing
facility (see Note 5). The increase also resulted from a reduction in certain
unfavorable manufacturing and purchase price variances associated with the
Company's belt production operations. These increases were partially offset by
higher average product costs resulting from a less favorable sales mix during
the quarter and lower Net Sales, both as compared to the prior year.

                                       9
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
----------------------------------------------------------------------------
         RESULTS OF OPERATIONS (CONTINUED)
         ---------------------------------

    The decrease in gross profit for Women's Accessories expressed as a
percentage of Net Sales for the quarter was principally due to higher average
product costs resulting from increased sales of lower margin out of line
merchandise during the quarter, severance and associated shutdown costs incurred
by Joyas y Cueros, and lower Net Sales. The Company's efforts to reduce its
investment in excess and discontinued inventory during the quarter resulted in a
relatively unfavorable sales mix compared to the prior year.


SELLING AND ADMINISTRATIVE EXPENSES
-----------------------------------

    Selling and administrative expenses decreased $1,071,000 or 9.2% for the
quarter ended March 31, 2001 compared to the same period last year. The decrease
in selling expenses for the quarter was primarily due to lower compensation
costs resulting from the Company's restructuring program which began last
Spring, reduced controllable expenses, and decreased variable costs associated
with lower Net Sales. Advertising and promotional expenses totaled 3.6% of net
sales for the quarter ended March 31, 2001 compared to 3.5% for the first
quarter last year.

    Administrative expenses for the quarter ended March 31, 2001 increased by
$194,000 or 7.8% compared to the prior period. Administrative expenses for the
quarter ended March 31, 2000 included a gain of $476,000 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).
This gain was offset during the quarter ended March 31, 2001 by reduced
compensation and related costs, reductions in bad debt accruals, and lower
travel and other controllable expenses all as compared to the prior year.
Selling and administrative expenses as a percentage of Net Sales for the quarter
ended March 31, 2001 increased to 38.9% compared to 34.5% for the same period
last year, mainly due to lower Net Sales.


RESTRUCTURING CHARGES
---------------------

    During the quarter ended March 31, 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 recorded a restructuring charge of $765,000 during
the quarter for employee severance and related payroll costs associated with
additional staff reductions primarily within certain sales and administrative
departments. Management expects that the actions taken during the quarter will
result in annualized savings of approximately $3,500,000. The restructuring
charge has been stated separately in the Condensed Consolidated Statement of
Operations for the quarter ending March 31, 2001. As of March 31, 2001,
approximately $203,000 has been paid and $562,000 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
against income from operations in 2000, including $1,400,000 recorded during the
first quarter to cover employee severance and other payroll related costs. The
restructuring charge recorded during the first quarter of 2000 has been stated
separately on the Condensed Consolidated Statement of Operations for the three
months ended March 31, 2000. As of March 31, 2001 approximately $1,523,000 had
been paid, $330,000 was recorded as a curtailment loss on post-retirement
benefits in 2000, and a liability of $188,000 which is included in Other
Liabilities on the Condensed Consolidated Balance Sheet remains to be paid. The
Company expects to fully pay the remaining liability by September 30, 2001.

                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
----------------------------------------------------------------------------
        RESULTS OF OPERATIONS (CONTINUED)
        ---------------------------------


    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 has determined that Joyas y Cueros cannot 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. The Company
currently purchases costume jewelry from a variety of domestic and foreign
vendors and anticipates that it will be able to re-source the items manufactured
by Joyas with no disruption in merchandise flow. In connection with the
reduction in its operations, 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 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 quarter ended March 31,
2001. Management anticipates that it will complete the sale and liquidation of
Joyas y Cueros' assets by the end of the third quarter of 2001.

INTEREST EXPENSE
----------------

    Net interest expense increased by $91,000 for the quarter ended March 31,
2001 compared to the same period last year. The increase was due mainly to
higher average borrowings during the quarter relative to the prior year.

PROVISION FOR INCOME TAXES
--------------------------

    The Company did not record an income tax benefit on the consolidated pre-tax
loss for the quarter ended March 31, 2001. At December 31, 2000, the Company
recorded a valuation allowance on its deferred tax asset in the amount of
$5,208,000 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. For the quarter ended March
31, 2000, the Company recorded an income tax benefit on the consolidated pre-tax
loss at an effective income tax rate was 40.0% which approximated the blended
state and federal statutory rates.

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.

    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. 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

                                       11
<PAGE>

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

initiatives; maintaining cash flow within its amended revolving credit
agreement; and ultimately, returning to profitability.

    A substantial percentage 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 the holiday season. As a
result, the Company builds inventory during the first three quarters of the year
to meet the seasonal demand and accounts receivable peak in the fourth quarter.
As part of the Fifth Amendment of the 1998 Revolving Credit Agreement, the
Company obtained a seasonal overadvance of $1.5 million for the period July 1,
2001 through November 30. Management believes required cash will be provided by
the revolving credit facility.

    The Company was not in compliance with the Tangible Net Worth ratio for the
quarter ended March 31, 2001. On June 8, 2001, the Company entered into a Sixth
Amendment of the 1998 Revolving 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.

    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; reviewing the
status of its various operating divisions; 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; 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. In addition,
during the second quarter, 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. The net proceeds of the sale 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 now 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.

                                       12
<PAGE>

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

    The Company's working capital decreased by $3,428,000 during the quarter
ended March 31, 2001 compared to a decrease of $1,813,000 for the same period
last year.

    Cash used in operations for the quarter ended March 31, 2001 totaled
$2,492,000 compared to cash used of $6,903,000 for the corresponding period last
year. Cash used during the quarter consisted primarily of the consolidated net
loss, increases in accounts receivable, and decreases in accounts payable and
other accrued liabilities, all partially offset by a decrease in inventory of
$1,855,000. Cash used during the quarter ended March 31, 2000 included decreases
in accounts payable, other accrued liabilities, and income taxes payable
totaling $3,179,000.

    Cash used in investing activities was $65,000 for capital expenditures and
insurance premiums. Cash provided by financing activities totaled $1,896,000
consisting primarily of net borrowings under 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 March 31, 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.


                                       13
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
-------------------------------------------

(a)      Exhibit No.     Description
         -----------     -----------

            None.

(b)   Reports on Form 8-K.

      The Company filed a Current Report on Form 8-K on March 30, 2001, May 1,
      2001, and May 29, 2001 with respect to events reported under Item 5 -
      Other Events.


                                   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:    June 19,  2001


                                       14