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

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

      For the quarterly period ended     September 30, 1999

                               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                 (IRS Employer
of incorporation or organization)       Identification Number)

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

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

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

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

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

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

                   APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable
date:

Title of Class                 Shares Outstanding on October  31, 1999
Common stock, $.10 par value                 16,569,423


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

<TABLE>
<CAPTION>

                                                      September 30, 1999  December 31, 1998
<S>                                                 <C>        <C>        <C>       <C>
          ASSETS
Current:
  Cash and cash equivalents                                     $     17            $   757
  Accounts receivable, less allowances
    of $7,429 and $9,041                                          22,714             14,756
  Inventories
          Raw materials                              $8,582                $7,028
          Work in process                             9,711                 7,337
          Finished goods                             26,394       44,687   26,819    41,184
  Deferred income taxes                                            4,069              4,069
  Prepaid income taxes                                             1,124                  -
  Prepaid and other                                                1,626                967

          Total current assets                                    74,237             61,733


Property, plant and equipment, at cost               28,270                26,932
    less accumulated depreciation and amortization   22,405        5,865   21,358     5,574
Other assets                                                       6,435              5,662

  Total assets                                                 $  86,537           $ 72,969

          LIABILITIES
Current:
  Notes payable to banks                                       $  29,405           $ 15,321
  Current portion of long-term debt                                  243                242
  Accounts payable                                                 7,174              5,770
  Accrued employee compensation                                    3,601              4,775
  Income taxes payable                                                 -              1,888
  Other current liabilities                                        4,705              4,232

          Total current liabilities                               45,128             32,228

Long-term obligations                                              9,566              9,563

          Total liabilities                                       54,694             41,791

Minority Interest in consolidated subsidiary                         597                  -

          STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00
  Authorized 1,000,000 shares
Common stock, par value $.10
  Authorized 43,000,000 shares:
    Issued 16,902,942 and 16,887,942 shares                        1,690               1,689
Capital in excess of par value                                       926                 913
Retained earnings                                                 29,326              29,285
Accumulated other comprehensive income                                16                   -
                                                                  31,958              31,887
Treasury stock , at cost,  333,519 shares                           (709)               (709)
 Deferred employee benefits                                           (3)                  -
          Total stockholders' equity                              31,246              31,178

Total liabilities and  stockholders' equity                    $  86,537           $  72,969

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

</TABLE>



                           SWANK, INC.
   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
       FOR THE QUARTERS ENDED SEPTEMBER 30, 1999 AND 1998
          (Dollars in thousands except per share data)
                ---------------------------------


                                                    1999         1998

Net Sales                                       $ 40,938     $ 39,041

Cost of goods sold                                24,679       22,852

Gross profit                                      16,259       16,189

Selling and administrative expenses               14,500       14,181

Income from operations                             1,759        2,008

Interest expense, net                                513          523

Income before income taxes and minority            1,246        1,485
 interest

Provision for income taxes                           541          579

Minority interest in income of consolidated          (32)           0
 subsidiary

Net Income                                          $673         $906

Share and per share information:

Weighted average common shares outstanding    16,569,423   16,550,736

Net income per common share                        $ .04        $ .05

Weighted average common shares outstanding    16,710,989   16,968,035
 assuming dilution

Net income per common share assuming               $ .04        $ .05
 dilution

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



                           SWANK, INC.
   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
          (Dollars in thousands except per share data)
                        ----------------

                                                    1999        1998

Net Sales                                     $  110,862    $ 104,847

Cost of goods sold                                68,992       61,255

Gross profit                                      41,870       43,592

Selling and administrative expenses               40,899       40,413

Income from operations                               971        3,179

Interest charges, net                              1,252        1,192

Income (loss) before income taxes and               (281)       1,987
 minority interest

Provision (benefit) for income taxes                (130)         775

Minority interest in loss of consolidated            193            0
 subsidiary

Net Income                                          $ 42       $1,212

Share and per share information:

Weighted average common shares outstanding    16,568,491   16,529,419

Net income (loss) per common share                 $ .00        $ .07

Weighted average common shares outstanding    16,723,209   16,747,542
 assuming dilution

Net income (loss) per share assuming               $ .00        $ .07
 dilution

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




                           SWANK, INC.
   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                     (Dollars in thousands)
                         --------------


                                                          1999      1998
Cash flow from operating activities:

Net income                                            $     42    $1,212

Adjustments to reconcile net income
 to net cash used in operations:

  Depreciation and amortization                         1,124      1,668
  Gain on sale of fixed assets                              -         (3)
  Recoveries of bad debts                                 (11)      (294)
  Minority interest in net loss of consolidated          (193)         -
   subsidiary

Changes in assets and liabilities
  Increase in accounts receivable                      (8,085)    (8,834)
  Increase in inventory                                (3,106)   (10,898)
  (Increase) decrease in prepaid and other               (714)       295
  (Increase) decrease in other assets                     (58)       100
  Increase in prepaid income taxes                     (1,124)      (791)
   Increase in accounts payable                           912      3,531
       and accrued liabilities
   Decrease in income taxes payable                    (1,888)      (253)
   Increase (decrease) in long-term obligations           137        (31)

               Net cash used in operations            (12,964)   (14,298)

Cash flow from investing activities:
  Capital expenditures                                 (1,013)      (698)
  Proceeds from sale of fixed assets                        9          6
  Premiums on life insurance                             (540)      (622)

               Net cash used in investing activities   (1,544)    (1,314)


Cash flow from financing activities:

  Borrowing under revolving credit agreements          57,034     54,339
  Payments of revolving credit obligations            (42,950)   (37,001)
  Principal payments on long-term debt                   (327)    (2,992)
  Proceeds from exercise of employee stock options         14         42
  Advance to retirement plan                               (3)        (2)

               Net cash provided by financing          13,768     14,386
                activities

  Net decrease in cash and cash equivalents              (740)    (1,226)

  Cash and cash equivalents at beginning of period        757      1,235

  Cash and cash equivalents at end of period              $17         $9


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 three and nine month
  periods ended September 30, 1999 and 1998.  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 1998 Annual
  Report to Stockholders which was incorporated by reference in the
  Company's annual report on Form 10-K for the fiscal year ended
  December 31, 1998.  The condensed financial data included herein
  should be read in conjunction with the information in the annual
  report.

(2)  Effective January  8, 1999,  the Company acquired  65% of
  the shares of Joyas y Cueros S.A. de Costa Rica ("Joyas"), a
  newly formed corporation located in Cartago, Costa Rica in
  exchange for approximately $1.7 million in cash, equipment and
  inventory (the "Transaction"). The minority shareholder
  contributed approximately $.9 million in equipment and inventory.
  Joyas presently manufactures women's jewelry and men's belts.
  Substantially all of Joyas' revenue is derived from products
  manufactured for the Company and the results of Joyas' operations
  have been included in the Company's condensed consolidated
  financial statements from the Transaction's effective date. The
  Condensed Consolidated Financial Statements include the accounts
  of Swank, Joyas, and a wholly-owned foreign sales corporation.
  All significant intercompany amounts have been eliminated.
  Accumulated other comprehensive income arises from the effects of
  currency translation.

(3) During the nine month period ended September 30, 1999, the
  Company has not incurred any material changes in
  commitments and contingencies set forth in Footnote I of the
  1998 Annual Report to Stockholders.

(4) The following table sets forth the computation of net income
  per share for the quarters ended September 30, 1999 and
  September 30, 1998 (in thousands, except for share and per
  share data):

<TABLE>
<CAPTION>
                                                           Quarter                Nine Months
                                                     Ended September 30,      Ended September 30,
                                                        1999        1998         1999       1998
<S>                                              <C>           <C>        <C>         <C>
Numerator:
Net income                                             $ 673       $ 906         $ 42     $1,212

Denominators:
Shares used in computing net income per
 common share                                     16,569,423   16,550,736  16,568,491 16,529,419
Effect of dilutive options                           141,566      417,299     154,718    218,123
Shares used in computing net income per common    16,710,989   16,968,035  16,723,209 16,747,542
 share assuming dilution

Net income per common share                           $  .04        $ .05        $.00       $.07
Net income per common share assuming dilution         $  .04        $ .05        $.00       $.07

</TABLE>

Notes to Condensed Consolidated Financial Statements (Unaudited)
(continued)



(5) Segment Information (in thousands):

                                   Men's    Women's  Other    Consolidated
3 months ended September 30
1999
Revenue from external customers   $25,935  $13,214  $1,789      $40,938
Segment income before tax             703      359     152        1,214

1998
Revenue from external customers    23,536   13,694   1,811       39,041
Segment income before tax             662      635     188        1,485

9 months ended September 30
1999
Revenue from external customers    68,438   38,366   4,058      110,862
Segment income (loss) before tax     (130)      86     (44)         (88)

1998
Revenue from external customers    64,562   36,126   4,159      104,847
Segment income before tax           1,295      688       4        1,987


(6) Effective January 1, 1999 the Company adopted the provisions
  of Statement of Position 98-1 "Accounting for the Costs of
  Computer Software Developed or Obtained for Internal Use"
  ("SOP 98-1") which establishes criteria for capitalizing
  internal and external costs associated with software
  development.  SOP 98-1 requires that the new accounting
  treatment be applied prospectively from the date of adoption.
  During the quarter and nine months ended September 30, 1999,
  the Company capitalized software development costs pursuant to
  SOP 98-1 which had the effect of increasing income before
  income taxes by $75,000 and $175,000, respectively, and net
  income by approximately $40,125 and $93,625, respectively.
  Exclusive of the effects of this change, net income per share
  and net income per share assuming dilution would have been
  $.04 and $.04, respectively for the quarter and $.00 and $.00,
  respectively for the nine months ended September 30, 1999.

(7)  Subsequent Event.  On October 26, 1999, the Board of
  Directors of the Company declared a dividend of one Right for
  each outstanding share of the Company's common stock, $.10 par
  value per share, to stockholders of record at the close of
  business on November 12, 1999. Each Right, when exercisable,
  entitles the registered holder to purchase from the Company
  one one-hundredth of a share of Series D Junior Participating
  Preferred Stock, par value $1.00 per share, at a purchase
  price of $5.50 per one one-hundredth of a share, subject to
  adjustment.  The description and terms of the Rights are set
  forth in a Rights Agreement dated as of October 26, 1999
  between the Company and American Stock Transfer & Trust
  Company, as Rights Agent.


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


Results of Operations


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


Net Sales

  Net sales for the quarter and nine months ended September 30,
1999 were $40,938,000 and $110,862,000, respectively, an increase
of $1,897,000 or 4.9% and $6,015,000 or 5.7% compared to the
quarter and nine months ended September 30, 1998, respectively.

  Included in net sales for the nine month period ended September 30
are annual second quarter adjustments to record the variance
between customer returns of prior year shipments actually
received in the current year and the estimate used to establish
the allowance for returns at the end of the preceding fiscal
year. At December 31, 1997, the allowance for returns anticipated
during the spring 1998 season was established in consideration of
new product lines for which initial shipments were made in 1997
and for which the Company had no direct prior experience. These
customer returns adjustments increased net sales in both 1999 and
1998 as set forth in the following table:

                         Increase (Decrease) in net sales
                           1999           1998        Change
Men's Accessories   $  (488,000)   $ 1,692,000 $ (2,180,000)
Women's Accessories     846,000        849,000       (3,000)
Total               $   358,000    $ 2,541,000 $ (2,183,000)


  Net sales for Men's Accessories increased by $2,399,000 (10.2%)
and $3,876,000 (6.0%) for the quarter and nine months ended
September 30, 1999 respectively, both as compared to the quarter
and nine months ended September 30, 1998.  Net sales for Women's
Accessories declined by $480,000 (3.5%) for the quarter and
increased by $2,240,000 (6.2%) for the nine months ended
September 30, 1999, respectively.

  The increase in net sales for Men's Accessories for the nine
months ended September 30, 1999 was primarily due to increased
shipments of men's personal leather goods and belts reflecting
improved sales to existing mass merchandising customers,
increased sales of excess and discontinued merchandise, and
initial spring shipments of the Company's Claiborne for Men line,
which was introduced during the third quarter of 1998. In
addition, the Company commenced shipments of a new private-label
personal leather goods program during the first quarter of 1999.
These increases were partially offset by the second quarter
returns adjustment described above.  Net sales for the quarter
ended September 30, 1999 were favorably impacted by shipments of
men's personal leather goods under


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


the new private-label program described above and initial
shipments of the Company's John Henry line of men's accessories
first shipped to retailers during the third quarter.

  The increase in Women's Accessories net sales for the nine
months ended September 30, 1999 was principally due to shipments
of the Company's Kenneth Cole Women's jewelry line which was
first introduced to retailers late last fall. The Company has
also substantially increased its shipments of private-label
women's jewelry merchandise in response to improved performance
at retail and has also commenced shipments of certain new private-
label programs during the year.  Net sales for Women's
Accessories declined during the quarter ended September 30, 1999
due to reduced shipments of certain branded and off-price
merchandise compared to the prior year, partially offset by
increased sales volume to export and mass merchandise accounts
under both new and existing private-label programs.


Gross Profit

  Gross profit for the quarter and nine months ended September
30, 1999 increased by  $70,000 or less than one percent and
decreased by $1,722,000 or 4.0% respectively, compared to the
quarter and nine months ended September 30, 1998.  Gross profit
for Men's Accessories increased by $109,000 for the quarter and
decreased by $1,469,000 for the nine months ended September 30,
1999. Women's Accessories gross profit increased by $55,000 for
the quarter and decreased by $88,000 for the nine months ended
September 30, 1999, compared to the quarter and nine months ended
September 30, 1998.  Gross profit as a percentage of net sales
fell to 39.7% from 41.5% for the quarter and to 37.8% from 41.6%
for the nine months ended September 30, 1999, both compared to
the corresponding periods in 1998.

  Included in gross profit for the nine months ended September
30, 1999 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. At December 31, 1997, the allowance for
returns anticipated during the spring 1998 season was established
in consideration of new product lines for which initial shipments
were made in 1997 and for which the Company had no direct prior
experience.  These customer returns adjustments increased gross
profit in both years as set forth in the following table:

                       Increase (Decrease) in gross profit
                           1999           1998       Change
Men's Accessories   $  (305,000)   $ 1,155,000 $ (1,460,000)
Women's Accessories     577,000        633,000      (56,000)
Total               $   272,000    $ 1,788,000 $ (1,516,000)

  Gross profit expressed as a percentage of net sales for Men's
Accessories fell to 34.5% from 37.6% for the quarter and to 33.3%
from 37.6% for the nine months ended September 30,1999, both as
compared to the quarter and nine months ended September 30, 1998.
The decline in gross profit for both the quarter and nine months
was primarily attributable to increased inventory-related costs
associated with the disposition of excess and discontinued
merchandise at reduced margins and from a less favorable sales
mix. The decrease in gross profit was also due to unfavorable
overhead variances associated with a decrease in production
levels in response to current inventory


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


requirements for manufactured belts and, for the nine months
ended September 30, 1999, the gross profit adjustment described
above.

  Gross profit expressed as a percentage of net sales increased
to 48.1% for Women's Accessories from 46.1% and fell to 44.0%
from 46.9% for the quarter and nine months ended September 30,
1999, both as compared to the quarter and nine months ended
September 30, 1998. The improvement in gross profit for Women's
Accessories during the quarter was mainly due to a more favorable
sales mix, partially offset by higher unfavorable overhead
variances resulting from a decrease in jewelry production. Gross
profit declined as percentage of sales for the nine months ended
September 30, 1999 due to higher inventory-related costs
resulting from an increase in sales of excess and discontinued
merchandise and to unfavorable manufacturing overhead variances.
The Company reduced production at its domestic jewelry
manufacturing facility during the year compared to both the
quarter and nine months ended September 30, 1998 in response to
ongoing changes in product sourcing strategies. Gross profit for
the nine months ended September 30, 1999 was also adversely
affected by the Company's share of the start-up losses associated
with the acquisition of Joyas y Cueros de Costa Rica, S.A.
incurred primarily during the first half of 1999.



Selling and Administrative Expenses

     Selling and administrative expenses increased by $319,000
(2.2%) for the quarter and $486,000 (1.2%) for the nine months
ended September 30, 1999 both as compared to the quarter and nine
months ended September 30, 1998.  The increase in selling
expenses for the quarter is principally due to higher advertising
and promotional expenditures incurred in connection with new
Women's Accessories product launches and increased variable
expenses associated with higher sales. The increase in variable
selling expenses was partially offset by reductions in incentive
compensation and employee benefit accruals, both as compared to
the quarter ended September 30, 1998. The increase in selling
expenses for the nine months ended September 30, 1999 is
primarily attributable to annual second quarter adjustments
associated with recording the variance between actual prior year
in-store markdown and cooperative advertising activity processed
during the spring season compared to the amounts used to
establish the respective allowances at the end of the preceding
fiscal year, increases in variable costs associated with higher
sales, and planned increases in product development and
advertising expenditures.

  Advertising and promotional expenditures totaled 7.3% and 6.8%
of net sales for the quarters ended September 30, 1999 and
September 30, 1998, respectively and totaled 6.8% of net sales
for both the nine months ended September 30, 1999 and September
30, 1998. The increase in advertising expense expressed as a
percentage of net sales for the quarter reflects higher markdown
accruals and national advertising expenditures in support of
various new and existing retail merchandise programs.

  Administrative expenses decreased for both the quarter and nine
months ended September 30, 1999 compared to the corresponding
periods in 1998.  The decrease for the nine month period was
primarily due to reduced expenses associated with certain fringe
benefit programs and reductions in current year accruals for
incentive compensation.  Expenses recorded primarily in the
second quarter for severance benefits associated with a


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


voluntary workforce reduction program at one of the Company's
manufacturing facilities were largely offset by a gain of
$500,000 also recorded during the second quarter in connection
with the settlement of litigation.



Interest Expense

  Net interest expense decreased by $10,000 during the quarter
and increased by $60,000 for the nine months ended September 30,
1999 compared to the quarter and nine months ended September 30,
1998, respectively.  Net interest expense for both the quarter
and nine months ended September 30, 1999 reflects the effects of
lower interest rates compared to the comparable prior year
periods, offsetting higher average borrowing levels. The increase
for the nine months ended September 30, 1999 compared to the
prior year is primarily due to $78,000 in non-recurring interest
income recorded in the first quarter of 1998.


 Provision for Income Taxes

     The Company recorded a provision for income taxes on
domestic pretax income for the quarter and a benefit for income
taxes on the domestic pretax loss for the nine months ended
September 30, 1999 at approximately the blended state and federal
statutory rate. The Company records income taxes at the expected
full-year blended effective rate and no income tax benefit is
anticipated on the losses incurred by the Company's Costa Rican
subsidiary.  For the nine months ended September 30, 1999, the
Company recorded a benefit for income taxes on the domestic
pretax loss at an effective rate of 46.5% which approximated
blended state and federal statutory rates.



Liquidity and Capital Resources

  The Company's working capital decreased by $396,000 during the
nine months ended September 30, 1999 compared to an increase of
$1,431,000 for the nine months ended September 30, 1998.

  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.

  Cash used in operations for the nine months ended September 30,
1999 totaled $12,964,000 consisting primarily of increases in
accounts receivable balances, inventories, and prepaid taxes, and
decreases in income taxes payable.  Accounts receivable increased
by $3,106,000 reflecting the seasonal increase in net sales and
reduction in allowances during the nine month period.  Accounts
receivable allowances decreased at September 30, 1999 as compared
to the preceding year-end due to actual current year charges
processed for customer returns, cash discounts, doubtful
accounts, in-store markdowns, and cooperative advertising. These
reductions are partially offset by increases resulting from
accruals associated with current period sales activity.  Income
taxes payable declined by


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


$1,888,000 reflecting payments made during the year. Inventory
levels increased by $3,106,000 during the nine months ended
September 30, 1999 compared to an increase of $10,898,000 for the
comparable prior year period reflecting the Company's ongoing
efforts to reduce inventory levels and dispose of excess and out-
of-line merchandise.

   Cash used in investing activities was $1,544,000 for capital
expenditures and life insurance premiums. Cash provided by
financing activities totaled $13,768,000 consisting primarily of
net borrowings under the Company's revolving credit agreement.
In July and November 1999, the Company and its bank lender
amended the Company's revolving credit agreement to reflect,
among other things, a temporary increase of $3,000,000 in its
revolving credit facility for the fall 1999 season.


Year 2000

     Management's present assessment is that the Company
will be able to modify its significant software systems on a
timely basis to make them Year 2000 compliant without material
effects on the Company's business or results of operations. This
assessment is unchanged from that previously reported.

     Management has completed the identification of date
issues associated with key applications software and the
necessary modifications are complete. Most of the Company's
applications software was internally developed and the necessary
modifications have been and are being made utilizing internal
resources.

     Through consultation with its vendors the Company
believes that the operating systems for key hardware components
are Year 2000 compliant. Assessment of the Company's network is
substantially complete and various components had been identified
as requiring upgrades from vendors. Certain operating system
upgrades were installed and substantially tested during the
second quarter and testing of most of the Company's other
mainframe-dependant systems was completed during the third
quarter.

     The process of identifying potential issues associated
with embedded technology or so-called non-IT systems has been
completed.  Management has considered the Company's manufacturing
processes, the age of its facilities and the associated building
systems in determining that non-IT systems represent relatively
low risk.

    The Company's principal retail customers have been
extending the scope of their electronic interfaces with the
Company and management believes that this is likely to continue.
To date, these interfaces have consisted principally of sales
order entry transactions through Electronic Data Interchange
("EDI").  The Company has been able to respond to its customers'
Year 2000 requirements without material effects on the Company's
business or results of operations and management presently has no
reason to believe that the Company will not be able to continue
to do so.  The Company has installed Year 2000 compliant EDI
software.

     In September 1998, the Company implemented a program to
contact third parties with whom it has material business
relationships to obtain information and representations with
respect to the respective readiness of each for Year 2000.  Third
parties contacted include major customers, determined regardless
of whether there is an existing EDI relationship, major vendors
and suppliers of key services such as utilities,
telecommunications and banking. The Company has received
responses to most of these requests.



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


    Various third parties with whom the Company has material
business relationships have represented that they have programs
in place to attain Year 2000 compliance but with a completion
date in 1999. Since many of the Company's third party
relationships are with public companies the Company has
instituted a program to review their public filings with respect
to the Year 2000 issue. The most recent information that the
Company has reviewed is generally set forth in first or second
quarter fiscal 1999 or 2000 filings with the Securities and
Exchange Commission.  These filings reveal that, in general, the
companies have largely completed testing of most significant
systems and expect to achieve compliance sometime prior to the
end of the third quarter of 1999.  The Company will continue to
update this process during the remaining months of 1999.
Management has determined that for the time being it is in the
best interest of the Company to periodically monitor the progress
of key vendors and suppliers by obtaining updated representations
and/or by review of their public disclosures, where available.
The Company expects to continue to assess each individual case
through the balance 1999 in light of the information then
available.

    With respect to material customers, management is relatively
less concerned about EDI transactions per se because of their
defined protocols, the utilization of generally available third
party translators and the ability to conduct mutual testing.
However, there remains the risk that EDI customers' may
experience other systems issues internal to them that disrupt the
functionality of otherwise Year 2000 compliant EDI systems.  A
significant disruption in EDI processing could materially impair
the Company's shipments. Management has determined that, for the
time being, it is in the best interest of the Company to
periodically monitor the progress of key customers by obtaining
updated representations and/or by review of their public
disclosures (see above), where available. Major customers'
progress will continue to be reassessed over the balance of 1999
and, if issues remain, management anticipates the ability to
ameliorate the problem, at least temporarily, through development
of mutually agreed strategies which might include some
acceleration of order placement during 1999. January and February
are typically important cash flow months as the Company's retail
customers remit payments for their seasonally high pre-holiday
purchases. Irrespective of EDI, it is possible that the ability
of one or more material customers to process payments may be
impaired.  Management believes that the existing revolving line
of credit will be adequate for a number of months in the event of
unanticipated delays in customer remittances.

    Presently, it is management's view that service providers
represent the greatest conceptual risk to material disruption in
the Company's operations. The Company is dependent upon utilities
and telecommunications entities for day-to-day operations as well
as upon the ability of its banks to provide cash receipts and
disbursements services as well as working capital. To the extent
that any of these entities are significantly impaired for more
than a relatively short period the corresponding impact on the
Company is likely to be material. Service providers are included
among the companies whose public filings the Company is reviewing
as described above.

    The Company has not yet developed a contingency plan and
currently has no definitive plans in this regard based for the
most part on the results of the periodic monitoring of material
third parties as described above and internal testing. Management
notes that relatively modest actions may be sufficient to
significantly reduce certain risks to the Company. For example,
if it appears warranted, management has the ability prior to year-
end to accelerate procurement of inventories that would otherwise
take place in the first quarter.  In addition, management
believes that alternative sources of supply are readily available
for most of its purchased materials and finished products and
that relationships with such sources could be developed within a
few months. Management believes that the Company's seasonality
with reduced activity in the first quarter provides something of
a buffer against the



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


worst case customer and service provider scenarios. The Company's
exposure to lost revenue and the risk of reduction in its other
activities will be significantly less in the first quarter of
2000 than in the last quarter of 1999.
January will be the first month in a Year 2000 operating
environment and January is historically a relatively low volume
month for the Company.

    As described above, most of the Company's applications
software was internally developed and the necessary modifications
have been utilizing existing internal personnel resources. These
resources are included in the Company's recurring IT budget.
Management does not believe that use of existing resources for
Year 2000 remediation has been materially detrimental to the
completion of other significant IT projects.  The Company has had
to purchase specific Year 2000 upgrades with respect to both
certain third party software applications and its internal
network. The aggregate cost of these upgrades through September
30, 1999 was approximately $105,000.  However, it remains
possible that the ongoing testing process will reveal new areas
requiring expenditures.



"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 nine month period ended September 30, 1999, 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,
1998.




                 PART II - OTHER INFORMATION



Item 6.     Exhibits and Reports on Form 8-K

(a)    Exhibit No. Description

       3.1       Certificate of Designation, Preferences, and Rights
                 of Series D Junior Participating Preferred Stock of
                 the Company.

       4.1       Second Amendment to Revolving Credit and Security
                 Agreement dated as of November 1, 1999 between the
                 Company and PNC Bank, National Association as lender.

       4.2       Rights Agreement dated as of October 26, 1999 between
                 the Company and American Stock Transfer & Trust
                 Company, as Rights Agent (incorporated by reference
                 to Exhibit 4.1 to the Company's Current Report on
                 Form 8-K dated October 29, 1999, file number 1-5354).

       10.1      Amendment dated as of June 10, 1999 to Employment
                 Agreement between the Company and John Tulin.

       10.2      Amendment dated as of June 10, 1999 to Employment
                 Agreement between the Company and James Tulin

       27.0      Financial data schedule.



(b)    Reports on Form 8-K.

      The Company did not file a Current Report on Form 8-K
      during the quarter ended September 30, 1999.

      On October 29, 1999, the Company filed a Current Report on
      Form 8-K (the "October 1999 Form 8-K") reporting an item
      under the caption "Item 5-Other Events".  Among other
      things, the Company reported that the Board of Directors
      of the Company declared a dividend of one Right for each
      outstanding share of the Company's common stock, $.10 par
      value per share, to stockholders of record at the close of
      business on November 12, 1999.  Each Right, when
      exercisable, entitles the registered holder to purchase
      from the Company one one-hundredth of a share of Series D
      Junior Participating Preferred Stock, par value $1.00 per
      share, at a purchase price of $5.50 per one one-hundredth
      of a share, subject to adjustment.  The description and
      terms of the Rights are set forth in a Rights Agreement
      dated as of October 26, 1999 between the Company and
      American Stock Transfer & Trust Company, as Rights Agent.
      The foregoing is qualified in its entirety to the October
      1999 Form 8-K and to the Rights Agreement, which was filed
      as Exhibit 4.1 thereto.



                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                   SWANK, INC.
                                   Registrant


                                   /s/ Jerold R. Kassner

                                   Jerold R. Kassner
                                   Senior Vice President,
                                   Chief Financial Officer
                                   And Treasurer


Date:  November 12, 1999