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      June 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
 jurisdiction of incorporation           identification 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 July 31, 2001
Common Stock, $.10 par value            5,522,490


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

<TABLE>
<CAPTION>
                                              June 30, 2001   December 31, 2000
<S>                                          <C>     <C>      <C>     <C>
          ASSETS
Current:
  Cash and cash equivalents                             $178               $999
  Accounts receivable, less allowances
    of $4,727 and $8,989                              13,583             14,386
  Inventories
          Raw materials                      $4,169            $6,347
          Work in process                     3,143             3,616
          Finished goods                     13,678   20,990   21,297    31,890
  Deferred income taxes                                1,450              1,450
  Income taxes recoverable                                 -              1,941
  Prepaid and other                                    1,944              1,270
  Net assets of discontinued operations                  961                  -

          Total current assets                        39,106             51,936

Property, plant and equipment, at cost       17,235            21,722
   less accumulated depreciation and         14,849    2,386   17,744     3,978
   amortization
Other assets                                           6,732              6,583


  Total assets                                       $48,224            $62,497

          LIABILITIES
Current:
  Notes payable to banks                             $15,739            $21,104
  Current portion of long-term debt                       65                154
  Accounts payable                                     1,759              3,120
  Accrued employee compensation                        2,526              3,367
  Other current liabilities                            6,858              4,685

          Total current liabilities                   26,947             32,430

Long-term obligations                                 13,334              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                                      6,159             19,677
Accumulated other comprehensive income                    28                 88
                                                       8,190             21,768

Treasury stock, at cost, 111,222 shares and            (236)              (236)
111,173 shares
Deferred employee benefits                              (11)              (286)
          Total stockholders' equity                   7,943             21,246

Total liabilities and  stockholders' equity          $48,224            $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 JUNE 30, 2001 AND 2000
          (Dollars in thousands except per share data)
                ---------------------------------


<TABLE>
<CAPTION>
                                                     2001        2000
<S>                                             <C>        <C>
Net sales                                         $20,277     $23,224

Cost of goods sold                                 13,804      15,827

Gross profit                                        6,473       7,397

Selling and administrative expenses                 8,054       9,038

Restructuring expenses                                  7         210

Loss from continuing operations                   (1,588)     (1,851)

Interest expense, net                                 305         361

Loss from continuing operations before income     (1,893)     (2,212)
taxes and minority interest

Benefit for income taxes                                -       (885)

Minority interest in loss of consolidated               -          72
subsidiary

Loss from continuing operations                  $(1,893)    $(1,255)

Discontinued Operations:
  Loss from discontinued operations, net of       (2,654)       (276)
  income taxes of $0 and $184

  Loss on disposal of discontinued                (5,209)           -
  operations, net of income taxes of $0

Net loss                                         $(9,756)    $(1,531)

Share and per share information:
Basic (loss) per share:
Continuing operations                              $(.34)      $(.23)
Discontinued operations                            (1.43)       (.05)
Net (loss)                                        $(1.77)      $(.28)
Diluted (loss) per share:
Continuing operations                              $(.34)      $(.23)
Discontinued operations                            (1.43)       (.05)
Net (loss)                                        $(1.77)      $(.28)

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

Weighted average common shares outstanding	5,522,490	5,522,520
assuming dilution
</TABLE>

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


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

<TABLE>
<CAPTION>
                                                     2001        2000
<S>                                            <C>         <C>
Net sales                                         $40,258     $46,425

Cost of goods sold                                 27,712      32,566

Gross profit                                       12,546      13,859

Selling and administrative expenses                15,469      17,206

Restructuring expenses                                473       1,241

Loss from continuing operations                   (3,396)     (4,588)

Interest expense, net                                 691         677

Loss from continuing operations before income     (4,087)     (5,265)
taxes and minority interest

Benefit for income taxes                                -     (2,106)

Minority interest in loss of consolidated               -          42
subsidiary

Loss from continuing operations                   (4,087)     (3,117)

Discontinued Operations:
  Loss from discontinued operations, net of       (4,222)	     (13)
  income taxes of $0 and $9

  Loss on disposal of discontinued operations,    (5,209)           -
  net of income taxes of $0

Net loss                                        $(13,518)    $(3,130)

Share and per share information:
Basic (loss) per share:
Continuing operations                              $(.74)      $(.57)
Discontinued operations                            (1.71)           -
Net (loss)                                        $(2.45)      $(.57)
Diluted (loss) per share:
Continuing operations                              $(.74)      $(.57)
Discontinued operations                            (1.71)           -
Net (loss)                                        $(2.45)      $(.57)

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

Weighted average common shares outstanding      5,522,490   5,522,520
assuming dilution
</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 SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                     (Dollars in thousands)
                         --------------

<TABLE>
<CAPTION>
                                                           2001       2000
<S>                                                 <C>         <C>
Cash flows from operating activities:

Net (Loss)                                          $(13,518)     $(3,130)

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

  Depreciation and amortization                           475         710
  Loss on disposal of assets                              194           -
  Loss on disposal of division                          5,209           -
  Amortization of deferred (gain) on sale of asset       (78)           -
  (Recovery) of bad debts                                (62)        (199)
  Minority interest in net (loss) of consolidated           -        (138)
  subsidiary

Changes in assets and liabilities:
   Decrease in accounts receivable                      3,317        1,358
   Decrease in inventory                                4,717        1,191
   Decrease (Increase) in income taxes recoverable      1,941      (2,301)
   (Increase) in prepaid and other current assets       (699)      (1,004)
   (Increase) Decrease in other noncurrent assets       (106)          39
   (Decrease) in accounts payable                     (2,593)      (2,736)
      and other accrued liabilities
   (Decrease) in income taxes payable                       -      (1,701)
    Increase in long-term obligations                       69         303

           Net cash (used in) operations              (1,134)      (7,608)


Cash flows from investing activities:
  Capital expenditures                                  (216)        (301)
  Premiums on life insurance                             (43)        (358)
  Net proceeds from sales of fixed assets               5,822            4
           Net cash provided by (used in) investing     5,563        (655)
           activities

Cash flows from financing activities:
  Borrowing under revolving credit agreements          23,630      39,598
  Payments of revolving credit obligations           (28,995)     (32,284)
  Principal payments on long-term debt                  (100)         (65)
  Advance to (reduction in) retirement plan               275         (85)
            Net cash (used in) provided by            (5,190)        7,164
            financing activities

  Currency translation adjustment                        (60)            8

  Net (decrease) in cash and cash equivalents           (821)      (1,091)

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

  Cash and cash equivalents at end of period             $178        $167
</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 June
   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 six months ended June 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 Net 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.

   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. 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 (Note 7). In
   addition, on July 10, 2001 the Company entered into an
   agreement with K&M Associates, L.P. ("K&M"), a subsidiary of
   American Biltrite Inc., to sell certain of its women's
   jewelry assets at a purchase price of approximately
   $4,600,000 (Note 8). The net proceeds of the sale of the
   South Norwalk, Connecticut manufacturing facility and the
   sale of certain of its women's jewelry assets (which closed
   on July 23, 2001) 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.



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


   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 June 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 June 30,  2001 and June
   30, 2000 (in thousands, except for share and per share data):

<TABLE>
<CAPTION>
                                                      Quarter              Six Months
                                                   Ended June 30,        Ended June 30,
                                                   2001       2000       2001        2000
  <S>                                         <C>        <C>       <C>        <C>
Numerator:
Net (loss)                                     $(9,756)   $(1,531)  $(13,518)    $(3,130)

Denominators:
Shares used in computing net (loss) per
   common share                               5,522,490  5,522,520  5,522,490   5,522,520
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                       $(.34)     $(.23)     $(.74)      $(.57)
     Discontinued operations                     (1.43)      (.05)     (1.71)           -
     Net (loss)                                 $(1.77)     $(.28)    $(2.45)      $(.57)

Diluted (loss) per share:
Continuing operations                            $(.34)     $(.23)     $(.74)      $(.57)
Discontinued operations                          (1.43)      (.05)     (1.71)           -
Net (loss)                                      $(1.77)     $(.28)    $(2.45)      $(.57)
</TABLE>


(4) Segment  Information. As further described in Note 8  below,
   during  the  second  quarter  the  Company  entered  into   an
   agreement  to  sell certain assets pertaining to  its  women's
   costume  jewelry business and developed a plan to  dispose  of
   its   remaining   women's   jewelry   business.    After   the
   disposition of the women's jewelry business, the Company  will
   have only one reportable segment.

(5) Restructuring.  During the first quarter 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 first quarter of
   2001 for 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. The
   restructuring charge has been stated separately in the
   Condensed Consolidated Statement of Operations for the
   quarter ended June 30, 2001.  As of June 30, 2001,
   approximately $538,000 has been paid and $227,000 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

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

   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 June 30, 2001 approximately
   $1,636,000 had been paid, $330,000 was recorded as a
   curtailment loss on post-retirement benefits in 2000, and a
   liability of $75,000 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 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
   six months ended June 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 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. The Company does not believe that the imposition
   of such reserves on its remaining women's jewelry inventory
   will have a material affect on its liquidity.

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

   At March 31, 2001, the Company was not in compliance with the
   Net 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.

(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
   $78,000 through June 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 recorded a non-recurring charge
   of $5,209,000 net of income tax benefit of $0. 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:


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


 <TABLE>
 <CAPTION>
 Description                                                  Amount
 <S>                                                     <C>
 Difference between net book value of assets sold and     $1,576,000
 cash proceeds received
 Accrual for certain remaining liabilities associated      1,946,000
 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        1,193,000
 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                                $5,209,000
 </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  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.

(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 June 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 six month periods ended June 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 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 June 30, 2000.


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

   <TABLE>
   <CAPTION>
                                              Historical  Adjustments  Pro Forma
   <S>                                        <C>         <C>         <C>
   Net sales                                     $34,578      $11,354    $23,224

   Cost of goods sold                             21,698        5,871     15,827

   Gross profit                                   12,880        5,483      7,397

   Selling and administrative expenses            14,738        5,700      9,038

   Restructuring expenses                            280           70        210

   (Loss) from continuing operations             (2,138)        (287)    (1,851)

   Interest expense, net                             606          245        361

   (Loss) from continuing operations before      (2,744)        (532)    (2,212)
   income taxes and minority interest

   Provision (benefit) for income taxes          (1,097)        (212)      (885)

   Minority interest in loss of consolidated         116           44         72
   subsidiary

   (Loss) from continuing operations, net of     (1,531)            -    (1,255)
   income taxes

   (Loss) from discontinued operations, net            -        (276)      (276)
   of income taxes

   Net (loss)                                   $(1,531)       $(276)   $(1,531)
   Share and per share information:

   Basic (loss) per share:
   Continuing operations                          $(.28)       $    -     $(.23)
   Discontinued operations                             -        .(05)      (.05)
   Net (loss)                                     $(.28)       $(.05)     $(.28)

   Diluted (loss) per share:
   Continuing operations                          $(.28)       $    -     $(.23)
   Discontinued operations                             -        (.05)      (.05)
   Net (loss)                                     $(.28)       $(.05)     $(.28)

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

   Weighted average common shares              5,522,520    5,522,520  5,522,520
   outstanding assuming dilution
   </TABLE>



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

   <TABLE>
   <CAPTION>
                                              Historical  Adjustments  Pro Forma
   <S>                                        <C>         <C>         <C>
   Net sales                                     $66,707      $20,282    $46,425

   Cost of goods sold                             44,782       12,216     32,566

   Gross profit                                   21,925        8,066     13,859

   Selling and administrative expenses            24,693        7,487     17,206

   Restructuring expenses                          1,680          439      1,241

   (Loss) from continuing operations             (4,448)          140    (4,588)

   Interest expense, net                             998          321        677

   (Loss) from continuing operations before      (5,446)        (181)    (5,265)
   income taxes and minority interest

   Provision (benefit) for income taxes          (2,178)         (72)    (2,106)

   Minority interest in loss of consolidated         138           96         42
   subsidiary

   (Loss) from continuing operations, net of     (3,130)            -    (3,117)
   income taxes

   (Loss) from discontinued operations, net            -         (13)       (13)
   of income taxes

   Net (loss)                                   $(3,130)        $(13)   $(3,130)
   Share and per share information:

   Basic (loss) per share:
   Continuing operations                          $(.57)        $   -     $(.57)
   Discontinued operations                             -            -          -
   Net (loss)                                      (.57)        $   -     $(.57)

   Diluted (loss) per share:
   Continuing operations                          $(.57)        $   -     $(.57)
   Discontinued operations                             -            -          -
   Net (loss)                                     $(.57)        $   -     $(.57)


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

   Weighted average common shares	           5,522,520	5,522,520  5,522,520
   outstanding assuming dilution
   </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 quarter, the Company
recorded a non-recurring charge of $5,209,000 net of income tax
benefit of $0 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 six months ended June 30, 2001
declined $2,947,000 or 12.7% and $6,167,000 or 13.3%
respectively, compared to the quarter and six months ended June
30, 2000.  The decrease in net sales for both the quarter and
year to date period ended June 30, 2001 was primarily due to
lower shipments of private label belts and personal leather
goods, offset in part by initial shipments of the Company's Tommy
Hilfiger merchandise collections which were launched during the
second quarter. The decrease in Net Sales for the quarter and six
months ended June 30, 2001 were also impacted by the returns
adjustment described below. The Company made substantial
shipments of men's belts and

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

personal leather goods during the first quarter of 2000 that
accompanied new product introductions at several major accounts.
Net Sales during the quarter and six months ended June 30, 2001
continued to be  adversely affected by a relatively weak economy
characterized by an extremely volatile stock market and numerous
announcements of layoffs and corporate earnings disappointments.
Department stores have been especially hard hit by consumers'
concern over the likely direction of the economy which has
constrained retail spending and generally reduced the demand for
the Company's merchandise.

Included in net sales for both the quarter and the six months
ended June 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 quarters and six month periods
ended June 30, 2001 and June 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 six months ended June 30, 2001
was $6,473,000 and $12,546,000, respectively, reflecting a
decrease of $924,000 or 12.5% and $1,313,000 or 9.5% compared to
the quarter and six months ended June 30, 2000, respectively.

Gross profit expressed as a percentage of Net Sales for the
quarter ended June 30, 2001 was 31.9%, unchanged from the
corresponding prior year period.  For the six months ended June
30, 2001 gross profit expressed as a percentage of Net Sales
increased to 31.2% from 29.9% compared to the same period last
year.

Included in gross profit for both the quarter and the six months
ended June 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
quarters and six month periods ended June 30, 2001 and June 30,
2000 respectively.

The increase in gross profit expressed as a percentage of Net
Sales for the six months ended June 30, 2001 was primarily due to
decreases in certain manufacturing and purchase price variances
and reduced manufacturing overhead and related costs resulting
from the restructuring initiatives discussed in Note 5 to the
condensed consolidated financial statements.  These increases
were partially offset by higher average product costs on
shipments of the Company's belts and personal leather goods
resulting from a less favorable sales mix, lower net sales, and
the returns adjustment described above.  For the six months ended
June 30, 2001, shipments to mass merchandising customers were
18.2% of total sales volume compared to 15.0% for the
corresponding period last year.

Selling and Administrative Expenses

Selling and administrative expenses decreased $984,000 or 10.9%
and $1,737,000 or 10.1% for the quarter and six months ended June
30, 2001, respectively, compared to the quarter and six months
ended June 30, 2000, respectively.

Selling expenses for the quarter and six months ended June 30,
2001 decreased by $886,000 or 14.1% and $1,598,000 or 13.3%,
respectively, compared to the same periods last year.  Selling
expenses totaled 26.5% of net sales for the quarter and 25.8% for
the six months ended June 30, 2001 compared to 27.0% and 25.8%,
respectively, for the same periods last year.  The decrease in
selling expenses for the quarter and six months ended June 30,
2001 compared  to last year was primarily due to lower
compensation costs resulting from the Company's restructuring
program, reduced controllable

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

expenses including travel, entertainment, and other discretionary
spending, and decreased variable costs associated with lower net
sales.  Advertising and promotional expenses totaled 2.5% of net
sales for the quarter and 2.4% for the six months ended June 30,
2001 compared to 2.1% and 2.2%, respectively, for the
corresponding periods in 2000.

Administrative expenses for the quarter and six months ended June
30, 2001 decreased by $98,000 or 3.5% and $139,000 or 2.7%,
respectively, compared to the quarter and six months ended June
30, 2000. Administrative expenses for the quarter and six months
ended June 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 six months ended June 30, 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).

Restructuring Charges

During the first quarter 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 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. As of June 30, 2001,
approximately $538,000 has been paid and $227,000 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 June 30, 2001 approximately
$1,636,000 had been paid, $330,000 was recorded as a curtailment
loss on post-retirement benefits in 2000, and a liability of
$75,000 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
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 six
months ended June 30, 2001.  As part of the restructuring and
plant closure, approximately 150 employees were



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

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 $56,000  and increased by
$14,000 for the quarter and six months ended June 30, 2001,
respectively compared to the same periods last year.  The
decrease during the quarter was due 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.  The increase for the six months ended June
30, 2001 was primarily due to higher average borrowings
associated with continuing operations.

Provision for Income Taxes

The Company did not record an income tax benefit on the
consolidated pre-tax loss for the quarter or six months ended
June 30, 2001.  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.  For the quarter and six months
ended June 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.

Discontinued Operations

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

   <TABLE>
   <CAPTION>
                                     Three Months ended      Six Months ended
                                           June 30                June 30
                                          2001      2000         2001      2000
   <S>                                     <C>       <C>          <C>       <C>
   (Loss) from discontinued
   women's costume jewelry            $(2,654)    $(460)     $(4,222)     $(22)
   business

   (Loss) on disposition of
   women's costume jewelry             (5,209)         -      (5,209)         -
   business

   Income tax benefit for
   discontinued operations                   -       184           -         9
                                      $(7,863)    $(276)     $(9,431)    $(13)
   </TABLE>


Revenues and expenses directly associated with the Women's
division 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.

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 (continued)

The net loss from discontinued operations for the quarter and six
months ended June 30, 2001 (excluding the loss on disposition  of
$5,209,000) was $2,654,000 and $4,222,000 respectively,  compared
to a net loss of $276,000 (net of tax
benefit  of $184,000) and $13,000 (net of tax benefit of  $9,000)
for the corresponding periods in 2000. The increased net loss was
primarily  due  to lower net sales for women's  jewelry  in  2001
compared  to  the  prior year. 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  quarter  and
six months ended June 30, 2001.

As  discussed  in  Note 8, the Company recorded  a  loss  on  the
disposition  of  its women's jewelry division of $5,209,000.  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.

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.

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


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

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, on July 10, 2001 the Company entered into
an agreement with K&M to sell certain of its women's jewelry
assets at a purchase price of 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 (which closed on July 23, 2001)
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.

The Company's working capital decreased by $7,347,000 during the
six months ended June 30, 2001 compared to a decrease of
$3,012,000 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 June 30, 2001.

Cash used in operations for the six months ended June 30, 2001
totaled $1,134,000 compared to cash used of $7,608,000 for the
six months ended June 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 receivable,
inventory and income taxes recoverable, offset by decreases in
accounts payable and other accrued liabilities. The decrease in
accounts receivable is due to the sale of certain women's jewelry
trade accounts receivable to K&M, lower net sales for continuing
operations, and seasonal reductions in accounts receivable
allowances all offset by an increase of $4,540,000 reflecting the
cash proceeds to be received from K&M at closing (July 23, 2001).
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 six months ended June 30, 2000 consisted
primarily of the consolidated net loss, increases in certain
prepaid costs and

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

recoverable income taxes, and decreases in income taxes and
accounts payable, offset in part by reductions in inventory and
accounts receivable balances.

Cash  provided  by  investing activities was  $5,563,000  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 $5,190,000 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 June 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

           4.01.8    Seventh  Amendment to the Revolving Credit  and
                     Security  Agreement dated as of July  16,  2001
                     between  the  Company and  PNC  Bank,  National
                     Association, as lender and Agent.

          10.22     Agreement dated as of July 10, 2001 between the
                    Company and K&M Associates L.P.  Exhibit 2.1 to
                    the  Company's  Form 8-K, filed  on  August  7,
                    2001, is incorporated herein by reference.


(b)  Reports on Form 8-K.

    The Company filed a Current Report on Form 8-K on May 1,
    2001 and May 29, 2001with respect to events reported under
    Item 5 - Other Events. 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:    August 17, 2001