<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2003
                         COMMISSION FILE NUMBER: 0-15230

                         MICHAEL ANTHONY JEWELERS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                DELAWARE                                        13-2910285
     (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

      115 SOUTH MACQUESTEN PARKWAY                                 10550
         MOUNT VERNON, NEW YORK                                 (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 699-0000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                          COMMON STOCK PAR VALUE $.001
                             AMERICAN STOCK EXCHANGE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

         The aggregate market value of the voting and non voting common equity
held by non-affiliates as of the last business day of the registrant's most
recently completed second fiscal quarter, based on the closing price of the
registrant's common stock as reported on the American Stock Exchange composite
tape on August 2, 2002, was approximately $7,955,000.

         As of April 22, 2003, there were 6,245,000 shares outstanding of
Michael Anthony's common stock.
<PAGE>
                      DOCUMENTS INCORPORATED BY REFERENCE:

         Part III Portions, as specified herein, of registrant's Definitive
Proxy Statement for Annual Meeting of Stockholders for Fiscal 2003 (to be filed
within 120 days of end of fiscal year).

         PART I

ITEM 1. BUSINESS.

GENERAL

         Michael Anthony Jewelers, Inc. ("Michael Anthony") is a leading
designer, marketer and manufacturer of affordable branded fine jewelry in the
United States. We sell our jewelry directly to jewelry chain stores, discount
stores, department stores, television home shopping networks, and wholesalers.
Our jewelry is targeted towards the middle market, which generally retails
between $20 and $200 and between $300 and $2,500 for watches. Our products
include rope chain, bracelets, charms, pendants, earrings, rings and watches.
Our products are sold in over 20,000 retail locations nationwide.

         Our home page on the Internet is www.michaelanthony.com. You can learn
about Michael Anthony and link to our periodic reports by visiting that site.

         Michael Anthony was organized as a Delaware corporation in 1986 and is
the successor to Michael Anthony Jewelers, Inc., a New York corporation,
organized in 1977.

         In July 2002, The Company decided to restructure certain aspects of its
business and operations whereby the Corporation formed three wholly owned
subsidiaries to take responsibility for different functions of the business of
the Corporation.

         The Corporation established a limited liability company under the laws
of the State of New York named Michael Anthony Jewelers Manufacturing, LLC, of
which the Corporation and Mount Vernon Distributors, Inc., a wholly-owned
subsidiary of the Corporation, are the members, and its primary purpose is to
engage in manufacturing.

         The Corporation established a limited liability company under the laws
of the State of New York named Michael Anthony Jewelers Sales and Distribution,
LLC, of which the Corporation and Mount Vernon Distributors, Inc., a
wholly-owned subsidiary of the Corporation, are the members, and its primary
purpose is sales and distribution functions.

         The Corporation established a business corporation under the laws of
the State of New York named Michael Anthony Jewelers Real Estate, Inc., of which
the Corporation shall be the sole shareholder and the primary purpose of which
shall be owning, holding and managing real property used by the Corporation and
its affiliates.



                                        2
<PAGE>
FISCAL YEAR

         On March 14, 2003, the Board of Directors of Michael Anthony Jewelers,
Inc. (the "Company") approved a change in the Company's fiscal year end from the
date that falls on the last Saturday that is closest to the end of January to
December, a 52/53 week year ending on the Saturday closest to December 31st,
effective February 2, 2003.

         Fiscal years ended February 1, 2003, February 2, 2002, and January 27,
2001, were comprised of 52, 53 and 52 weeks, respectively.

         As used throughout this document, (a) fiscal 2003 refers to the fiscal
year ended February 1, 2003 (b) fiscal 2002 refers to the fiscal year ended
February 2, 2002, and (c) fiscal 2001 refers to the fiscal year ended January
27, 2001.

PRODUCT LINES

         Michael Anthony offers a broad selection of handcrafted gold and
gemstone jewelry. Many of our products carry the "Ma" trademark, which has
become widely recognized in the jewelry industry and with certain consumers.
Michael Anthony manufactures an extensive selection of casted gold charms and
pendants including religious symbols; popular sayings; sport themes and team
logos; animal motifs; nautical, seashore, western, musical, zodiac and other
thematic figures; initials; and abstract artistic creations. We manufacture gold
rope, mesh and other chains and gold locks, and gold tubing and bangle blanks
used in the production of bangle bracelets and earrings. We manufacture gold,
stamped and tubed earrings, pendants and certain jewelry components. We also
manufacture a line of men's and ladies' 14 karat gold watches under the "Michael
Anthony" brand name. In addition, Michael Anthony designs, manufactures and
distributes karat gold jewelry accented with colored gemstones and invisible set
diamond rings. We have begun the outsourcing of certain gold products to enhance
our product line.

         The table below sets forth the approximate percentage of (a) sales and
(b) kilograms shipped in fiscal years 2003, 2002 and 2001, respectively,
attributable to each of Michael Anthony's product categories.

<TABLE>
<CAPTION>
                                           Fiscal                     Fiscal                    Fiscal
                                            2003                       2002                      2001
                                    -------------------        -------------------       -------------------
                                                  % of                      % of                      % of
                                    % of       Kilograms       % of       Kilograms      % of       Kilograms
                                    Sales       Shipped        Sales       Shipped       Sales       Shipped
                                    -----       -------        -----       -------       -----       -------
<S>                                 <C>        <C>             <C>        <C>            <C>        <C>
Casted charms/rings                  31            28           30           26           30           25
Chains                               37            44           43           51           43           53
Stamped/tubed  earrings              15            13           14           12           10            8
Watches and other items              17            15           13           11           17           14
</TABLE>

         Michael Anthony maintains an in-house design staff which utilizes
CAD/CAM (computer aided design/computer aided manufacturing) technology to
enhance our design, modeling and production capabilities. The equipment is
utilized for the design of Michael Anthony's new products and for modifying the
scale of existing designs whenever possible. Michael Anthony

                                       3
<PAGE>
obtains proprietary protection for its products and designs. Michael Anthony
updates its product offerings periodically by adding new designs and eliminating
less popular styles.

         We believe that our future success will depend, in part, on our ability
to enhance existing product lines and develop new styles and products to meet an
expanding range of customer requirements. As of April 7, 2003, our product
development staff consisted of 14 full time employees. Product development
expenses for molds and models for fiscal 2003 were approximately $760,000. We
anticipate that we will continue to commit substantial resources to product
development.

MANUFACTURING PROCESS

         Our manufacturing facilities are located in Mount Vernon, New York and
Santo Domingo, Dominican Republic.. We utilize manufacturing processes that
combine modern technology and mechanization with hand craftsmanship to produce
fashionable and affordable gold jewelry. Our manufacturing processes include:

1.       the casting (or lost wax) method, which is a long-standing jewelry
         manufacturing process;

2.       a photo etching process, which has allowed Michael Anthony to enter the
         lower priced segment of the market through production of ultra light
         weight products; and

3.       the diamond cut process, which produces a sparkling effect on a
         finished piece of gold jewelry.

         The machinery on which we manufacture our rope chain products can
operate 24 hours a day and requires minimal direct labor. This has enabled us to
become one of the lowest cost producers of rope chain in the world.

         During fiscal 2003, Michael Anthony manufactured approximately 81% of
its products from gold bullion and other raw materials and purchased
approximately 19% of its product as semi-finished or finished goods. This
represents an increase of 8% in purchased products as compared to last year.
Michael Anthony does not believe the loss of any supplier would have a material
adverse effect on its business. Alternative sources of supply for the goods
purchased by Michael Anthony are readily available.

OPEN ORDERS

         As of April 7, 2003, the aggregate dollar value of open orders was
approximately $6,300,000. We expect that substantially all of the current orders
will be shipped in the next 90 days. We do not believe that open orders are
indicative of our future results of operations, as open orders as of any given
date are not necessarily indicative of sales trends.



                                        4
<PAGE>
MARKETING AND SALES

         We market and sell our jewelry primarily through our in-house sales
force. Sales are made by our sales personnel primarily at our showroom in Mount
Vernon, New York and direct presentations at customers' locations. Products are
promoted through the use of catalogues, flyers, advertisements in trade
publications, trade show exhibitions and cooperative advertising allowances with
certain customers.

         Our marketing strategy is to increase brand recognition of the "Michael
Anthony" name. This includes advertising in consumer magazines and other
publications of many of America's finest retailers. We believe that there is
growing brand recognition of the "Michael Anthony" name and the "Ma" trademark
with consumers and that this recognition has enhanced sales of our products.

To better meet our customers' needs, we have a wide range of customer service
programs:

         1.       inventory management assistance through electronic data
                  interchange;

         2.       customized packaging and bar coding; and

         3.       computerized analysis of sales and marketing trends.

         Our vertical integration and customer service programs enable us to be
responsive to our customers' needs. We manufacture and deliver most orders on a
timely and more cost-effective basis than many of our competitors.

         Our jewelry is sold primarily to jewelry chain stores, discount stores,
department stores, television home shopping networks, and wholesalers. We assist
our customers in allocating their purchasing budget among the items in the
various product lines. We advise them of items having higher consumer demand as
determined by Michael Anthony's computerized market analysis. Prices vary on the
basis of service required by customers. We ship our products in bulk to
wholesale distributors. For certain retail jewelry chains, we prepackage and
price tag most items. We then ship an order of many different items to
distribution centers and stores in the chain. We provide additional services to
certain customers to meet their specific marketing needs, such as tagging,
boxing and point-of-sale displays.

         We also ship our jewelry to a limited number of customers on a
consignment basis. Through these arrangements, we deliver our products on
consignment, and when sold to consumers, the retailer pays Michael Anthony for
the consigned merchandise. Consigned merchandise is subject to our own
consignment arrangements with our gold lenders. See Item 1. "Business - Supply;
Related Financing Arrangements" and Item 7. "Management's Discussion And
Analysis Of Financial Condition And Results of Operations - Liquidity and
Capital Resources."


                                       5
<PAGE>
         During fiscal 2003, sales to the five largest of Michael Anthony's
customers totaled approximately 57% of total net sales. Our four largest
customers were Wal-Mart, J.C. Penney, Home Shopping Network and Sterling, Inc.,
accounting for 16.2%, 13.5%, 11.5% and 10.8%, respectively, of net sales. None
of Michael Anthony's customers are prohibited from purchasing products from our
competitors.

         We reduce gross sales by the amount of returns and discounts to
determine net sales each month. Each month we establish a reserve for returns
based on our historical experience, the amount of gross sales and the customer
base. The total of actual returns and the provision for the returns reserve
amounted to approximately 13.8%, 11.5% and 12.2% of gross sales in each of
fiscal 2003, fiscal 2002 and fiscal 2001, respectively. For further information
regarding the reserve for returns, see Note 1 - Notes to Consolidated Financial
Statements.

         If we lose one or more of our top customers or if any of them reduce,
delay or cancel orders, return significant amounts of product or experience
financial difficulties that result in their inability to pay, it could have a
material adverse effect on our business, operating results and financial
condition.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

         We use Italian-made machinery, together with acquired proprietary
knowledge, to manufacture our rope chain products. Michael Anthony maintains
certain trademarks and generally applies for copyrights covering the design of
certain of our products. The level of protection available for our proprietary
designs and products varies depending on a number of factors, including the
distinctiveness of the product and originality of design. Our patents,
trademarks and copyrights may not prevent competitors from producing products
that are substantially similar to those of Michael Anthony. See Item 1.
"Business - Product Lines."

         Michael Anthony seeks to avoid disclosure of its trade secrets, and
requires those people with access to our proprietary information to sign
confidentiality agreements. Access to our systems is also restricted.

         Despite Michael Anthony's efforts to protect our trademarks, copyrights
and other proprietary rights, unauthorized parties may attempt to copy aspects
of our products or to obtain and use information that Michael Anthony considers
confidential. Policing unauthorized use of Michael Anthony's intellectual
property rights is difficult. We take appropriate action whenever we discover
unauthorized use of our trademarks or if any of our copyrighted designs have
been copied. Knockoffs and counterfeit products are a persistent problem in the
jewelry industry. The laws of many countries do not protect our intellectual
property rights to the same extent as the laws of the United States. There can
be no assurance, that even if Michael Anthony's means of protecting our
intellectual property and other proprietary rights were successful, our
competitors may not independently develop similar products.

         We do not believe that our products or processes infringe on the
proprietary rights of any third parties. There can be no assurance that third
parties will not claim infringement with respect to existing or future products
or processes. Any such claims, with or without merit, could be time-consuming,
result in costly litigation, cause product shipment delays or require Michael


                                        6
<PAGE>
Anthony to enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to Michael
Anthony or at all, which could have a material adverse effect on Michael
Anthony's business, operating results and financial condition.

COMPETITION

         The jewelry industry is highly competitive, both in the United States
and on a global basis. Michael Anthony encounters competition primarily from
manufacturers with national and international distribution capabilities and, to
a lesser extent, from small regional suppliers of jewelry. We believe that we
are well positioned in the industry and have a reputation for responsive
customer service, high quality and well-designed jewelry with broad consumer
appeal.

         The principal competitive factors in the industry are price, quality,
design and customer service. Our specialized customer service programs are
important competitive factors in sales to nontraditional jewelry retailers,
including television shopping networks. The recent trend towards consolidation
at the retail level in the jewelry industry and low labor costs outside of the
United States may increase the level of competition facing Michael Anthony.
There can be no assurance that Michael Anthony will be able to compete
successfully against current and future competitors or that competitive
pressures faced by us will not have a material adverse effect on our business,
operating results and financial condition.

SEASONAL NATURE OF BUSINESS

         Our business is seasonal in nature. Presented below are our net sales
for each quarter of fiscal 2003, fiscal 2002 and fiscal 2001:

<TABLE>
<CAPTION>
                                                                             NET                     % OF
                                                                            SALES                  NET SALES
                                                                      ----------------             ---------
                                                                      ($ IN THOUSANDS)
<S>                                                                   <C>                          <C>
Fiscal 2003 Ended February 1, 2003
     First Quarter                                                           $30,134                   26%
     Second Quarter                                                          $20,296                   17%
     Third Quarter                                                           $39,593                   33%
     Fourth Quarter                                                          $28,557                   24%

Fiscal 2002 Ended February 2, 2002
     First Quarter                                                           $29,176                   21%
     Second Quarter                                                          $28,210                   20%
     Third Quarter                                                           $50,981                   36%
     Fourth Quarter                                                          $33,551                   23%

Fiscal 2001 Ended January 27, 2001
     First Quarter                                                           $25,700                   21%
     Second Quarter                                                          $24,821                   20%
     Third Quarter                                                           $41,045                   33%
     Fourth Quarter                                                          $33,152                   26%
</TABLE>


                                        7
<PAGE>
     Michael Anthony has experienced a seasonal pattern in its operating results
with the third and fourth quarters typically having the highest sales. This
fluctuation is mitigated to a degree by the early placement of orders by many of
our customers, particularly for the Christmas holiday season. In addition, we
market birthday, anniversary, holiday and seasonal products year round for such
occasions as Mother's Day, Valentine's Day, Father's Day, religious holidays and
school graduations.

GOLD SUPPLY AND RELATED FINANCING ARRANGEMENTS

         Gold used in the manufacturing process is at least .995 fine and is
then combined with other metals to produce 14 karat and 10 karat gold. The term
"karat" refers to the gold content of alloyed gold, measured from a maximum of
24 karats (100% fine gold). Varying quantities of metals such as silver, copper,
nickel and zinc are combined with fine gold to produce 14 karat gold of
different colors. These alloys are in abundant supply and are readily available
to Michael Anthony.

         Michael Anthony uses gold consignment arrangements with the gold
lenders to supply substantially all of its gold needs. See Item 7. "Management's
Discussion And Analysis And Financial Condition And Results Of
Operations-Liquidity and Capital Resources."

INSURANCE

         We maintain primary all-risk insurance, with coverage in excess of our
current inventory levels (including consigned gold), to cover thefts and damage
to inventory located on our premises and insurance on Michael Anthony goods in
transit. We also maintain insurance covering theft and damage to inventory at
our suppliers' locations. The amount of coverage available under such policies
is limited and may vary by location, but generally is in excess of the value of
the gold held by a particular supplier. Additional insurance coverage is
provided by some of Michael Anthony's suppliers. We also maintain fidelity
insurance, which is insurance providing coverage against theft or embezzlement
by our employees.

EMPLOYEES

         As of February 1, 2003, we employed 712 persons, 232 of which were
directly engaged in manufacturing and distribution operations, 119 of which were
engaged in administration and sales and 361 of which were employed at our
manufacturing and assembly facility in the Dominican Republic. None of our
employees are represented by a union and we have not experienced any
labor-related work stoppage. We place a heavy emphasis on employee relations
through educational and training programs and employee teams. We consider our
relations with our employees to be good. We believe there is an adequate pool of
labor available to satisfy our foreseeable hiring needs for our sales,
manufacturing and distribution operations.


                                        8
<PAGE>
Based upon a petition filed by a local union, the National Labor Relations Board
scheduled an election among certain employees of the Company to decide whether
or not they desire union representation. The election was held on October 2,
2002. The majority of employees voted against union representation. However, the
union has appealed the results to the National Labor Relations Board. The
National Labor Relations Board is investigating, and no determination has been
made by the Labor Board at this time. Relating to this matter, the Company has
incurred approximately $159,000 in legal fees for the year ended February 1,
2003.

ENVIRONMENTAL MATTERS

         Extensive environmental laws and regulations and various other federal,
state and local laws and regulations regarding health and safety matters affect
our operations. Since our manufacturing operations routinely use materials
regulated by the environmental laws we may incur material liabilities if any
claims are brought against us in connection with these operations. We have taken
steps to reduce the environmental risks associated with our operations and
believe that we are currently in substantial compliance with all environmental
laws.

AGREEMENTS

         Although we intend to continue to aggressively market our gold jewelry
product lines to our existing customer base, we believe there are opportunities
to increase sales by expanding our customer base and exploring product lines
that may utilize diamonds or colored stones, which are precious, semiprecious or
synthetic. Our strategy is to increase sales to new and existing customers as
well as raise our average price points and gross margins.

         On December 22, 2000, Michael Anthony entered into a distribution
agreement with the Almond Jewelry Group. Under the arrangement, Michael Anthony
has acquired the exclusive rights to market and distribute gold jewelry products
manufactured by Almond to retailers in the United States. Almond will no longer
directly market its gold jewelry products to retailers in the United States.
Michael Anthony has also entered into a supply agreement with Almond, which will
assure its customer base the continuity of a supply of high quality and
innovative merchandise. In connection with the distribution agreement, Almond
was issued warrants to purchase 300,000 shares of common stock at a price of
$1.62 per share. The warrant term is for a period not to exceed four years from
the date of grant. On December 30, 2002, Michael Anthony renewed this agreement
for a one-year term under similar terms and conditions.

         As a result of this agreement, we have increased our market share with
an existing customer and added new customers. We plan to pursue our long term
growth strategy, that may include the acquisition of one or more additional
companies that manufacture and distribute jewelry products.

         On July 30, 2002, the Company acquired the gold jewelry division of A&A
Jewelers, Inc. ("A&A"). Under the terms of the agreement, the Company will
acquire the molds and inventory of A&A, and at the same time, sell its family
jewelry and special order division of A&A. As a result of this acquisition, the
Company expects to increase sales to its existing customers. The acquisition was
accounted for under the purchase method of accounting. No goodwill was
recognized as a result of this transaction. The aggregate purchase price was
$1,180,000. Part of the purchase was offset by the sale of other assets.



                                        9
<PAGE>
ITEM 2.   PROPERTIES.

         Our manufacturing and distribution facilities are all owned and they
are located in four buildings in Mount Vernon, New York having a total of
approximately 150,000 square feet and one building in Santo Domingo, Dominican
Republic, which has 40,000 square feet.

The Company is consolidating its manufacturing and distribution operations. As
part of this process, the Company will sell two of its buildings located in Mt.
Vernon, totalling approximately 50,000 square feet. The Company has adopted the
provisions of Statement of Financial Accounting Standards No. 144, "Accounting
for the Impairment or Disposal of Long Lived Assets", as of February 3, 2002.

         In April 2003, the Company accepted an offer for the sale of one of its
buildings. The Company expects to complete this transaction in the fourth
quarter of Fiscal 2004.

         See Item 7. "Management's Discussion And Analysis Of Financial
Condition And Results Of Operations" and Item 13. "Certain Relationships And
Related Transactions."

         Our offices and facilities are protected by state-of-the-art security
systems, procedures and a security staff. The Company believes our current
manufacturing, distribution and administrative facilities are adequate for our
current needs.

ITEM 3.   LEGAL PROCEEDINGS.

         Legal proceedings to which Michael Anthony is a party are routine
litigation incidental to our business which are not material to Michael
Anthony's business or financial condition.

         Michael Anthony has been named a defendant in an action alleging patent
infringement. We believe the allegations are without merit and we are prepared
to vigorously defend the action.

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

         Not applicable.


                                       10
<PAGE>
         PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our common stock is traded on the American Stock Exchange under the
symbol MAJ. Our common stock began its listing on AMEX on October 25, 1991.
Prior to its listing on AMEX, our common stock was traded in NASDAQ National
Market System. The following table sets forth the high and low sale prices per
share on AMEX for the fiscal years 2003 and 2002.

<TABLE>
<CAPTION>
                                                    HIGH                LOW
                                                    ----                ---
<S>                                                <C>                <C>
FISCAL YEAR ENDED FEBRUARY 1, 2003
First Quarter                                       3 1/2               2 3/4
Second Quarter                                     3 3/16              2 3/16
Third Quarter                                      2 6/16             1 15/16
Fourth Quarter                                      2 1/4               1 1/2

FISCAL YEAR ENDED FEBRUARY 2, 2002
First Quarter                                           2               1 1/2
Second Quarter                                    2 13/16             1 11/16
Third Quarter                                       2 3/4               2 1/8
Fourth Quarter                                    2 15/16             2 13/16
</TABLE>

         As of April 7, 2003, there were 177 holders of record of Michael
Anthony's common stock.

         We have never paid a cash dividend. We anticipate that all of our
earnings will be retained for use in our business and we do not intend to pay
cash dividends in the foreseeable future. Future dividend policy will depend
upon, among other factors, our earnings and financial condition. See Item 7.
"Management's Discussion And Analysis Of Financial Condition And Results Of
Operations," and Note 6 "Long Term Debt" - Notes to the Consolidated Financial
Statements.

         In December 1995, we announced a common stock repurchase program under
which Michael Anthony may repurchase up to 750,000 shares of common stock. On
April 4, 1997, the board of directors authorized an increase of an additional
500,000 shares of common stock that we may repurchase under the stock repurchase
plan. On May 26, 1998, the board authorized a further increase of up to an
additional 1,000,000 shares of common stock that we may repurchase under the
stock repurchase plan. The combined total of the stock repurchase programs
amount to 2,250,000 shares.

         As of April 7, 2003, Michael Anthony had purchased a total of 2,141,000
shares on the open market for an aggregate of approximately $6,429,000, at an
average price of $3.00.


                                       11
<PAGE>
                      EQUITY COMPENSATION PLAN INFORMATION
                             AS OF FEBRUARY 1, 2003


<TABLE>
<CAPTION>
                                                                                     Number of securities
                                                                                    remaining available for
                                 Number of Securities                                future issuance under
                                   to be issued on          Weighted-average          equity compensation
                                     exercise of            exercise price of          plans (excluding
                                 outstanding options,     outstanding options,      securities reflected in
        Plan Category             warrants or rights       warrants or rights          the first column
----------------------------     --------------------     --------------------      -----------------------
<S>                              <C>                      <C>                       <C>
Equity compensation plans              246,120                    $2.92                       -0-
approved by security holders
(1)

Equity compensation plan not           300,000                    $1.62                       -0-
approved by security holders
(2)

Total                                  546,120                    $2.21                       -0-
</TABLE>

(1) Shareholder Approved Plans

In April 1993, the Company adopted the 1993 Long-Term Incentive Plan (the "1993
Incentive Plan"), which provided for the granting of stock options, stock bonus,
restricted stock and performance plan awards to officers and other key employees
of the Company. The 1993 Incentive Plan was approved by the shareholders of the
Company in 1993. The aggregate number of shares of common stock of the Company
for which awards could be granted under the 1993 Incentive Plan was 1,000,000
shares, subsequently amended to 2,000,000. The 1993 Incentive Plan expired by
its terms on April 22, 2003 and no further grants will be made under the 1993
Incentive Plan

In April 1993, the Company also adopted the 1993 Non-Employee Directors' Stock
Option Plan (the "1993 Directors' Plan") which provided for the granting of
stock options to non-employee directors. The 1993 Directors' Plan was approved
by the shareholders of the Company in 1993. The aggregate number of shares of
common stock of the Company that could be granted under options was 250,000. The
1993 Directors' Plan expired by its terms on April 22, 2003 and no further
grants will be made under the 1993 Directors' Plan.

(2) Warrants

On December 22, 2000 in connection with the distribution agreement with Almond
Jewelry Group, Almond was issued warrants to purchase 300,000 shares of common
stock at a price of $1.62 per share. The warrant term is for a period not to
exceed four years from date of grant.



                                       12
<PAGE>
ITEM 6.   SELECTED FINANCIAL DATA.

         The following selected financial data of Michael Anthony should be read
in conjunction with the consolidated financial statements and related notes
appearing elsewhere in this Form 10-K.

<TABLE>
<CAPTION>
                                          Feb. 1,        Feb. 2,        Jan. 27,         Jan. 29         Jan. 30
                                           2003           2002            2001             2000           1999
                                        ---------       ---------       ---------       ---------       ---------
                                                         (In thousands, except per share amounts)
<S>                                     <C>             <C>             <C>             <C>             <C>
Statement of Operations
Net sales                               $ 118,580       $ 141,918       $ 124,718       $ 144,937       $ 137,567
Cost of goods sold                         98,005         113,263          99,983         110,096         105,870
                                        ---------       ---------       ---------       ---------       ---------
  Gross profit                             20,575          28,655          24,735          34,841          31,697
Selling, general and
  administrative expenses                  25,048          24,435          24,940          28,257          25,942
                                        ---------       ---------       ---------       ---------       ---------
Operating (loss)/income                    (4,473)          4,220            (205)          6,584           5,755

Other(expense)/income:
 Interest expense/
 Gold consignment fee                      (2,305)         (2,806)         (2,261)         (2,699)         (2,290)
 Other income/(expense), net                   44             119             140             342             326
                                        ---------       ---------       ---------       ---------       ---------
(Loss)/income before extraordinary
  item and income taxes                    (6,734)          1,533          (2,326)          4,227           3,791
Income tax (benefit)/provision             (2,560)            582            (886)          1,607           1,441
                                        ---------       ---------       ---------       ---------       ---------
(Loss)/income before
  extraordinary item                       (4,174)            951          (1,440)          2,620           2,350
                                        ---------       ---------       ---------       ---------       ---------

Extraordinary item (net of income
  taxes of $130,000)                           --              --              --              --             212
Net (loss)/income                       $  (4,174)      $     951       $  (1,440)      $   2,620       $   2,138
                                        =========       =========       =========       =========       =========
(Loss)/earnings per share before
extraordinary item - basic              $    (.67)      $     .15       $   (0.23)      $    0.40       $    0.30
                                        =========       =========       =========       =========       =========

(Loss)/earnings per share before
 extraordinary item - diluted           $    (.67)      $     .15       $   (0.23)      $    0.39       $    0.30
                                        =========       =========       =========       =========       =========

Extraordinary item                      $      --       $      --       $      --       $      --       $    (.03)
                                        =========       =========       =========       =========       =========
Weighted average number
 of shares - basic                          6,242           6,203           6,319           6,592           7,111
Weighted average number
 of shares - diluted                        6,242           6,314           6,319           6,702           7,111
Balance Sheet Data:
Working capital                         $  32,885       $  34,724       $  33,231       $  35,960       $  39,171
Total assets(1)                            62,165          65,360          63,335          67,914          65,037
Long-term debt and capital
  lease liability                           7,305           9,166          10,987          12,684          12,509
Stockholders' equity                       39,595          43,492          42,681          44,044          43,298
</TABLE>

(1)   The fiscal years ended February 1, 2003, February 2, 2002, January 27,
      2001, January 29, 2000, and January 30, 1999, do not include consigned
      inventory, which had approximate value of $49,901,000, $40,635,000,
      $30,718,000, $38,076,000, and $35,096,000, respectively.


                                       13
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

CRITICAL ACCOUNTING POLICIES

Management's Estimates

         The preparation of consolidated financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, we evaluate estimates, including those
related to sales allowance provisions, as described below, bad debt reserves,
allowances for co-op advertising, income taxes, inventory and contingencies. We
base our estimates on historical data, when available, experience, industry and
market trends, and on various other assumptions that are believed to be
reasonable under the circumstances, the combined results of which form the basis
for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates.

Inventories and Cost of Goods Sold

         Inventories are valued at lower of cost (first-in, first-out method) or
market.

         The Company satisfies a majority of its gold supply needs through gold
consignment agreements with financial institutions that lease gold to the
Company ("gold lenders"), whereby the gold lenders have agreed to consign fine
gold to the Company (see Note 4). In accordance with the terms of the
agreements, the Company has the option of repaying the gold lenders in an
equivalent number of ounces of fine gold or cash based upon the then quoted
market price of gold.

         The principal component of cost of goods sold is the cost of the gold
 bullion and other raw materials used in the production of the Company's
 jewelry. Other components of cost of goods sold include direct costs incurred
 by the Company in its manufacturing operations, depreciation, freight and
 insurance.

Revenue Recognition

         Revenue from sales to customers (other than consignment) is recognized
at the time the merchandise is shipped. Merchandise sold under consignment
arrangements between the Company and certain customers is not recognized as
revenue by the Company until the products are sold by the consignee. In certain
cases, the Company accepts payment for merchandise in gold.


                                       14
<PAGE>
Allowance for Sales Returns

         The Company reduces gross sales by the amount of discounts and returns
 to determine net sales. Each month the Company estimates a reserve for returns
 based on historical experience and the amount of gross sales. The reserve is
 adjusted periodically to reflect the Company's actual return experience.
 Adjustments to the Company's reserve have not been material.

Derivative Financial Instruments

         On January 28, 2001, the Company adopted Statement of Financial
 Accounting Standards No. 133 ("FAS 133") "Accounting for Derivative Instruments
 and Hedging Activities", as amended, and interpreted, which requires that all
 derivative instruments be recorded on the balance sheet at their fair value.
 SFAS 133 requires the Company to recognize all derivatives as either assets or
 liabilities on the balance sheet and to measure those instruments at fair
 value. Additionally, the fair value adjustments will affect either
 stockholders' equity or net income depending on whether the derivative
 instrument qualifies as a hedge for accounting purposes and, if so, the nature
 of the hedging activity. The impact of adopting FAS 133 on the Company's
 Consolidated Statement of Operations and Consolidated Balance Sheet was not
 material.

         The Company uses financial instruments, including commodity futures,
forwards and options on futures, to limit its exposure to fluctuations in the
price of gold. The Company does not enter such contracts for speculative
purposes.

         For derivative instruments that are designated and qualify as a fair
value hedge (i.e., hedging the exposure to changes in the fair value of an asset
or a liability or an identified portion thereof that is attributable to a
particular risk), the gain or loss on the derivative instrument as well as the
offsetting gain or loss on the hedged item attributable to the hedged risk are
recognized in earnings in the current period. For derivative instruments that
are designated and qualify as a cash flow hedge (i.e., hedging the exposure of
variability in expected future cash flows that would be attributable to a
particular risk), the effective portion of the gain or loss on the derivative
instrument is reported as a component of Accumulated comprehensive gain/(loss)
(a component of stockholders' equity) and reclassified into earnings in the
period or periods during which the hedged transaction affects earnings. The
remaining gain or loss on the derivative instrument, if any (i.e., the
ineffective portion and any portion of the derivative instrument excluded from
the assessment of effectiveness) is recognized in earnings in the current
period.


                                       15
<PAGE>
Results of Operations

     The following table sets forth, as a percentage of net sales, certain items
appearing in our Statements of Operations for the indicated fiscal years.

<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                             --------------------------------------------------------------------
                                             FEBRUARY 1,      FEBRUARY 2,        JANUARY 27,          JANUARY 29,
                                                2003             2002               2001                2000
                                             -----------      -----------        -----------          -----------
<S>                                          <C>              <C>                <C>                  <C>
Net sales                                       100.0%          100.0%              100.0%             100.0%
Cost of sales                                    82.7            79.8                80.2               76.0
Selling, general and
  administrative expenses                        21.1            17.2                20.0               19.5
Interest and gold consignment
  fee expense                                     1.9             2.0                 1.8                1.9
Other income                                      -               (.1)                (.1)               (.2)
Income tax (benefit)/provision                   (2.2)             .4                 (.7)               1.1
Net (loss)/income                                (3.5)             .7                (1.2)               1.8
</TABLE>

FISCAL 2003 VS. FISCAL 2002

     Net sales for fiscal 2003 were approximately $118,580,000, a decrease of
16.4% from net sales of approximately $141,918,000 for the comparable period in
fiscal 2002. The decrease in sales was primarily due to decreased shipments to
the retail segment of our customer base, which was offset in part by increases
in the sales prices due to an increase in the average market price of gold.

     More specifically the sales shortfall was the result of the loss of three
customers, namely Service Merchandise, Kmart and Ames Department Stores. In
addition, certain product promotions from the previous year were not repeated,
there was a higher percentage of customer returns, and lastly, significant sales
of religious and patriotic jewelry, which were made in the months following
September 11, 2001 did not reoccur.

     Gross profit on sales for fiscal 2003 were approximately $20,575,000, a
decrease of $8,080,000 from approximately $28,655,000 for the comparable period
in fiscal 2002. As a percentage of net sales, gross profit decreased to 17.4% in
fiscal 2003 compared to 20.2% in fiscal 2002. Excluding the effect of the
increase in the average market price of gold, the gross profit margin would have
been 18.4% for the fiscal year 2003. The decrease in gross margin was
attributable to higher sales of closeout merchandise as well as a change in the
customer and product mix.

     Selling, general and administrative expenses for fiscal 2003 were
approximately $25,048,000, an increase of $613,000 or 2.5% from approximately
$24,435,000 for the comparable period in fiscal 2002. The increase is primarily
attributable to increases in (a) advertising expenses, (b) payroll and payroll
related expenses, and (c) legal fees related to the

                                       16
<PAGE>
labor dispute, which were offset in part by decreases in product and packaging
supplies and royalty and licensing expenses.

         Interest expense and gold consignment fees for fiscal 2003, were
approximately $2,305,000, a decrease of $501,000 or 17.9% compared to
approximately $2,806,000 for the comparable period in fiscal 2002. The decrease
was primarily due to the Company's decreased borrowing rate under the Company's
line of credit, lower average level of consigned inventory and lower consignment
rates.

         For the year ended February 1, 2003, an income tax benefit of
$2,560,000 was recorded compared to an income tax provision of $582,000 for the
prior year. The effective tax rates for fiscal 2003 and fiscal 2002 were 38%.

         As a result of the above factors our net loss for fiscal 2003 was
approximately $4,174,000 compared to net income of $951,000 for fiscal 2002.

FISCAL 2002 VS. FISCAL 2001

         Net sales for fiscal 2002 were approximately $141,918,000, an increase
of 13.8% from net sales of approximately $124,718,000 for the comparable period
in fiscal 2001. The increase in sales was primarily due to increased shipments
to the retail segment of our customer base, primarily from the introduction of
new products.

         Gross profit on sales for fiscal 2002 were approximately $28,655,000,
an increase of $3,920,000 from approximately $24,735,000 for the comparable
period in fiscal 2001. As a percentage of net sales, gross profit increased to
20.2% in fiscal 2002 compared to 19.8% in fiscal 2001. The increase in gross
margin was attributable to a change in the customer and product mix and a
reduction of costs primarily from the Company's manufacturing facility located
in the Dominican Republic.

         Selling, general and administrative expenses for fiscal 2002 were
approximately $24,435,000, a decrease of $505,000 or 2.0% from approximately
$24,940,000 for the comparable period in fiscal 2001. The decrease is primarily
attributable to decreases in (a) advertising expenses, (b) payroll and payroll
related expenses, and (c) product and packaging supplies.

         Interest expense and gold consignment fees for fiscal 2002, were
approximately $2,806,000, an increase of $545,000 or 24.1% compared to
approximately $2,261,000 for the comparable period in fiscal 2001. The increase
was primarily due to the Company's higher average level of consigned inventory,
higher consignment rates and increased borrowings under the Company's line of
credit.

         For the year ended February 2, 2002, an income tax provision of
$582,000 was recorded compared to an income tax benefit of $886,000 for the
prior year. The effective tax rates for fiscal 2002 and fiscal 2001 were 38%.


                                       17
<PAGE>
         As a result of the above factors our net income for fiscal 2002 was
approximately $951,000 compared to a net loss of $1,440,000 for fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

         We rely on a gold consignment program, short-term borrowings and
internally generated funds to finance our working capital requirements. We fill
most of our gold supply needs through gold consignment arrangements with gold
lenders. On March 31, 2003, the Company entered into new consignment agreements
with a majority of its existing lenders. Under the terms of those arrangements,
we are entitled to lease the lesser of (a) an aggregate of 175,000 ounces of
fine gold or (b) consigned gold with an aggregate value equal to $62,200,000.
The consigned gold is secured by certain property of Michael Anthony, including
inventory and accounts receivable. Michael Anthony pays the gold lenders a
consignment fee based on the dollar value of ounces of gold outstanding under
their respective agreements, which value is based on the daily Second London
Gold Fix. We believe that our financing rate under the consignment arrangements
is substantially similar to the financing rates charged to gold consignees
similarly situated to Michael Anthony. As of February 1, 2003, Michael Anthony
held approximately 136,000 ounces of gold on consignment with a market value of
$49,901,000.

         The consignment agreements contain restrictive covenants relating to
maximum usage, net worth, working capital and other financial ratios and the
agreements requires Michael Anthony to own a specific amount of gold at all
times. At February 1, 2003, Michael Anthony's owned gold inventory was valued at
approximately $6,632,000. We believe that the supply of gold available through
our gold consignment arrangements, together with the gold we own, is sufficient
to meet our requirements.

         The consignment agreements are for a period of one year ending March
30, 2004. Management believes that the consignment agreements will be renewed.

         Consigned gold is not included in our inventory, and there is no
related liability recorded. As a result of these consignment arrangements,
Michael Anthony is able to shift a substantial portion of the risk of market
fluctuations in the price of gold to the gold lenders, since Michael Anthony
does not purchase gold from the gold lenders until receipt of a purchase order
from, or shipment of jewelry to, our customers. Michael Anthony then either
locks in the selling price of the jewelry to our customers at the same time as
the required purchase of gold from the gold lenders or hedges against changes in
the price of gold by entering into forward contracts or purchasing futures or
options on futures that are listed on the COMEX. At February 1, 2003 there were
16,600 ounces on forward contracts and no options on futures outstanding.

         While we believe our supply of gold is relatively secure, significant
increases or rapid fluctuations in the cost of gold may impact the demand for
our products. From January 30, 2000 until February 1, 2003, the closing price of
gold according to the Second London Gold Fix ranged from a low of $256 per ounce
to a high of nearly $370 per ounce. Fluctuations in the precious metals markets
and credit may result in an interruption of our gold supply or the credit
arrangements necessary to allow us to support our accounts receivable and
continue the use of consigned gold.


                                       18
<PAGE>
         In January 1999, Michael Anthony entered into a Loan and Security
Agreement with General Electric Capital Business Asset Funding Corporation in
the principal amount of $10,444,444. This loan is secured by our machinery and
equipment. The loan agreement contains a cross collateral/cross default clause
in connection with Michael Anthony's line of credit agreement. The loan
agreement does not contain any restrictive financial covenants. The loan bears
interest at 6.85% per annum and payments of interest only are due for the first
year of the loan. The loan matures in January 2007. As of February 1, 2003,
$6,570,000 of principal remained outstanding under the notes.

         On October 6, 1995, Michael Anthony obtained a loan from a bank in the
amount of $2,500,000. As collateral for the loan, we granted the bank a first
mortgage on our corporate headquarters. The mortgage has a ten-year term and
interest on the mortgage will accrue at 8% per annum. There is a balloon on
payment of $1,149,000 due on October 10, 2005. In addition, the mortgage
contains restrictive financial covenants. At February 1, 2003, we were not in
compliance with one of the covenants in the loan agreement, but received a
waiver. We expect to be in compliance by the end of Fiscal 2004. As of February
1, 2003, $1,633,000 of principal remained outstanding under the mortgage.

         On February 10, 1999, Michael Anthony obtained a loan in the amount of
$937,500. As collateral for the loan, we granted the lender a first mortgage on
one of our manufacturing facilities. The mortgage has a fifteen-year term and
accrues interest at an annual rate of 7.05%. At February 1, 2003, approximately
$778,000 of principal remained outstanding under the loan.

         On September 16, 1999, Michael Anthony acquired two buildings which
house two manufacturing facilities, located at 70 and 60 South MacQuesten
Parkway, Mount Vernon, NY from MacQuesten Realty Company for a price of
$2,450,000. Michael Anthony incurred $929,000 of long-term debt, which has a
four-year term and accrues interest at an annual rate of 7.50%, and paid the
balance with cash from its operations. At February 1, 2003, approximately
$183,000 of principal remained outstanding under the loan.

         In April 2003, the Company accepted an offer for the sale of one of its
buildings. The Company expects to complete this transaction in the fourth
quarter of Fiscal 2004.

         At March 31, 2003, the Company entered into a new credit arrangement
with a commercial bank which varies seasonally from $10,000,000 to $20,000,000
(the "line of credit"). The line of credit is secured by a lien on certain
assets of the Company, including accounts receivable and inventory. The Company
believes that the interest rate under the line of credit is substantially
similar to the interest rates of other companies similarly situated to Michael
Anthony. The line of credit expires on March 30, 2004 subject to annual renewal.
Management believes that the line of credit will be renewed; however, if the
current lender decides not to renew the line, the Company believes that other
lenders would be willing to enter into a similar arrangement. At February 1,
2003, there was $7,000,000 outstanding under the line of credit. As of April 7,
2003, there was $3,500,000 outstanding under the line of credit.

         During fiscal 2003, cash used from operating activities was $1,295,000.
This was primarily the result of the Company's loss plus increases in prepaid
expenses and decreases in

                                       19
<PAGE>
accrued expenses which were offset by depreciation and amortization, and a
decrease in accounts receivable.

         Cash of $1,609,000 was utilized for investing purposes during fiscal
2003, primarily for the purchase of machinery and equipment and the acquisition
of A & A Jewelry.

         During fiscal 2003, cash provided by financing activities totaled
$1,899,000. This was primarily attributed to the net proceeds from the line of
credit which were offset by payments of long-term debt.

         For fiscal 2004, Michael Anthony projects capital expenditures of
approximately $1,500,000, which includes machinery and equipment expenses and
certain improvements on its owned properties. See Item 2. "Properties" and Item
13. "Certain Relationships And Related Transactions."

Contractual Obligations and Contingent Liabilities and commitments

The following is a summary of our significant contractual cash obligations for
the periods indicated that existed as of February 1, 2003, and, except for
purchase obligations and other long-term liabilities, is based on information
appearing in the Notes to Consolidated Financial Statements (amounts in
millions.)

<TABLE>
<CAPTION>
                                                                Less than 1                                  More than 5
                                                    Total           Year         1-3 years     3-5 Years        years
                                                    ------         ------          ------        ------         ------
<S>                                                 <C>         <C>              <C>           <C>           <C>
Long-term debt                                      $9,002         $1,697          $4,867        $1,938         $500.0
Minimum royalty payments                               123           97.0            26.0             -              -
                                                    ------         ------          ------        ------         ------
                                                    $9,125         $1,794          $4,893        $1,938         $500.0
                                                    ======         ======          ======        ======         ======
</TABLE>

Total contractual cash obligations


                                       20
<PAGE>
FORWARD-LOOKING STATEMENTS

         This annual report on Form 10-K contains certain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. These forward-looking statements include the words "believe," "expect,"
"plans" or similar words and are based in part on Michael Anthony's reasonable
expectations and are subject to a number of factors and risks, many of which are
beyond Michael Anthony's control. Actual results could differ materially from
those discussed under "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," as a result of any of these
factors:

         (a)      general economic conditions and their impact on the retail
                  sales environment;

         (b)      fluctuations in the price of gold and other metals used to
                  manufacture our jewelry;

         (c)      risks related to the concentration of our customers,
                  particularly the operations of any of our top customers;

         (d)      increased competition from outside the United States where
                  labor costs are substantially lower;

         (e)      variability of customer requirements and the nature of
                  customers' commitments on projections and orders; and

         (f)      the extent to which we are able to retain and attract key
                  personnel.

         In light of these uncertainties and risks, there can be no assurance
that the forward-looking statements in this annual report on Form 10-K will
occur or continue in the future. Except for as required in periodic filings
under the Securities Exchange Act of 1934, Michael Anthony undertakes no
obligations to release publicly any revisions to these forward-looking
statements that may reflect events or circumstances after the date of this
annual report on Form 10-K or to reflect the occurrence of unanticipated events.

NEW ACCOUNTING STANDARDS

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which changes the accounting for
costs such as lease termination costs and certain employee severance costs that
are associated with a restructuring, discontinued operation, plant closing, or
other exit or disposal activity initiated after December 31, 2002. The standard
requires companies to recognize the fair value of costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. The adoption of this standard did not
have a material effect on our results of operations.

         On December 31, 2002, the FASB amended the transition and disclosure
requirements of FASB Statement No. 123, "Accounting for Stock-Based
Compensation", ("FAS 123"), through the issuance of FASB Statement No. 148,
"Accounting for Stock-Based Compensation -- Transition and Disclosure", ("FAS
148"). FAS 148 amends the existing disclosures that a

                                       21
<PAGE>
company should make in its annual financial statements and requires, for the
first time, disclosures in interim financial reports. Those disclosures are
required regardless of the method being used to account for stock-based employee
compensation. The amended and new disclosure requirements are effective for the
Company for the fiscal year ending December 27, 2003. The adoption of the
disclosure requirements of FAS 148 will not have a material affect on the
Company's financial statements. As permitted under FAS 123, management applies
and expects to continue to apply Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", ("APB 25"), and related
interpretations in accounting for its employee stock options. Under APB 25,
because the exercise price of the Company's employee stock options equals the
market price of the underlying stock on the date of grant, no compensation
expense is recognized.

         In November 2002, the FASB issued FASB Interpretation No. 45, ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others". FIN 45 addresses the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees. The disclosure requirements
in this Interpretation are effective for financial statements of interim or
annual periods ending after December 15, 2002. The Company does not expect this
Interpretation to have an effect on the consolidated financial statements.

ITEM 7A. QUANTATIVE AND QUALITATIVE DISCOUNT ABOUT MARKET RISK.

         The Company utilizes financial instruments, including commodity
futures, forwards and options on futures, to limit its exposure to fluctuations
in the price of gold. As a result of these transactions, the Company does not
hold or issue such instruments for trading purposes. The Company hedges its
future contracts for gold against anticipated sales commitments with its
customers. Gains or losses on the future contracts are deferred until settlement
of the related anticipated sales to a customer. The Company's exposure to market
risk related to the derivative financial instruments is limited to fluctuations
in the price of gold. The Company is also exposed to credit loss in the event of
nonperformance by the counterparties to the instruments; however, the risk of
credit loss is not considered to be significant.

         The Company has 16,000 ounces in gold futures that it has projected
towards future sales. As a result of the transactions the Company does not
expect any material changes to its financial statements.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         See Item 14 and pages F-1 through F-26, S-1 and S-2.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING
         DISCLOSURE.

         None.


                                       22
<PAGE>
         PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information contained under the headings "Election of Directors"
and "Compliance with Section 16 of the Exchange Act" of Michael Anthony's Proxy
Statement for the 2002 Annual Meeting of Stockholders is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION.

         The information contained under the heading "Executive Compensation" of
Michael Anthony's Proxy Statement for the 2003 Annual Meeting of Stockholders is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information contained under the heading "Beneficial Ownership of
Common Stock" of Michael Anthony's Proxy Statement for the 2003 Annual Meeting
of Stockholders is incorporated by reference herein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information contained under the heading "Certain Transactions" of
Michael Anthony's Proxy Statement for the 2003 Annual Meeting of Stockholders is
incorporated herein by reference. See also Item 2. "Properties."

ITEM 14. CONTROLS AND PROCEDURES.

Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer, President and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures and our internal controls and procedures for financial reporting
pursuant to Exchange Act Rule 13a-14.

The purpose of disclosure controls is to ensure that information required to be
disclosed in our reports filed with the SEC is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management to allow timely
decisions regarding required disclosure. The purpose of internal controls is to
provide reasonable assurance that our transactions are properly authorized, our
assets are safeguarded against unauthorized or improper use and our transactions
are properly recorded and reported to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.


                                       23
<PAGE>
Our management does not expect that our disclosure controls or our internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable rather than absolute
assurance that the objectives of the control system are met.

Based upon this evaluation, our Chief Executive Officer, President and our Chief
Financial Officer concluded that, subject to the limitations noted above, both
our disclosure controls and procedures and our internal controls and procedures
are effective in timely alerting them to material information required to be
included in our periodic SEC filings and that information required to be
disclosed by us in these periodic filings is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and that
our internal controls are effective to provide reasonable assurance that our
financial statements are fairly presented in conformity with generally accepted
accounting principles.

There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we carried out this evaluation.


                                       24
<PAGE>

      PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K.

      (a)   The following documents are filed as a part of this Report:

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>      <C>                                                                <C>
(1)      Financial Statements:
         Report of Independent Certified Public Accountants'                F-1
         Consolidated Balance Sheets                                        F-2
         Consolidated Statements of Operations                              F-3
         Consolidated Statements of Changes in Stockholders'
            Equity                                                          F-4
         Consolidated Statements of Cash Flows                              F-5
         Notes to Consolidated Financial Statements                         F-7

(2)      Financial Statement Schedule:
         Report of Independent Certified Public Accountants'                S-1
         Schedule II-Valuation and Qualifying Accounts                      S-2
</TABLE>

      All other schedules are omitted as the required information is
inapplicable or is presented in the consolidated financial statements or related
notes.

(3)     Exhibits:

<TABLE>
<CAPTION>
Exhibit
  No.                           Description                                           Page No.
-------                         -----------                                           --------
<S>             <C>                                                  <C>
3.1             Certificate of Incorporation of Registrant, as       Incorporated by reference to Exhibit 3.1 to
                amended                                              Amendment No. 2 to the Company's Registration
                                                                     Statement on Form S-3 (File No. 3371308) (the
                                                                     "1993 Registration Statement")

3.1.1           Certificate of Merger of Michael Anthony Jewelers,   Incorporated by reference to Exhibit 3.1.1 of the
                Inc. (New York) and Michael Anthony Jewelers, Inc.   Company's Annual Report on Form 10-K for the
                (Delaware)                                           fiscal year ended June 30, 1993 (the "1993 Form
                                                                     10-K")
</TABLE>


                                       25
<PAGE>
<TABLE>
<S>             <C>                                                  <C>
3.2             Amended and Restated ByLaws of Registrant            Incorporated by reference to Exhibit 3.2 to the
                                                                     Company's Quarterly Report on Form 10-Q for the
                                                                     quarter ended July 29, 1995

4.1             Form of Common Stock Certificate                     Incorporated by reference to Exhibit 3.3 to the
                                                                     Company's Registration Statement on Form S-1
                                                                     (File No. 338289) (the "1986 Registration
                                                                     Statement")

4.2             Common Stock Purchase Warrant issued to Almond       Filed as Exhibit 4.2 to the 2002 Form 10-K.
                International Inc.

10.1            First Amendment to 1993 Long-Term Incentive Plan     Filed as Exhibit 10.48 to the 1993 Form 10-K
                of the Registrant dated as of September 21, 1993

10.2            Loan Agreement dated October 6, 1995 between First   Filed as Exhibit 10.1 to the October 1995 Form
                Fidelity Bank, National Association ("First          10-Q
                Fidelity") and Registrant

10.3            Mortgage Note in principal amount of $2,500,000      Filed as Exhibit 10.2 to the October 1995 Form
                dated October 6, 1995 issued by Registrant in        10-Q
                favor of First Fidelity

10.4            Mortgage and Security Agreement dated October        Filed as Exhibit 10.3 to the October 1995 Form
                6,1995 by Registrant for the benefit of First        10-Q
                Fidelity

10.5            Deferred Compensation Plan dated as of March 4,      Filed as Exhibit 10.59 to the 1996 Form 10-K
                1996

10.6            Amendment to the 1993 Long Term Incentive Plan       Filed as Exhibit 10.1 to the Company's October
                                                                     1996 Form 10-Q.

10.7            Amendment to the Non-Employees Directors' Plan       Filed as Exhibit 10.2 to the Company's October
                                                                     1996 Form 10-Q

10.8            1993 Long-term Incentive Plan of the Registrant      Filed as Exhibit 10.54 to the 1998 Form 10-K

10.9            1993 Non-Employee Directors' Stock Option Plan of    Filed as Exhibit 10.55 to the 1998 Form 10-K
                the Registrant

10.10           Loan and Security Agreement, dated                   Filed as Exhibit 10.33 to the 1999 Form
</TABLE>


                                       26
<PAGE>
<TABLE>
<S>             <C>                                                  <C>
                January 29, 1999, by and between the Registrant      10-K; Exhibit 10.34 to the 1999 Form 10-K
                and General Electric Capital Business Asset
                Funding Corporation, as amended

10.11           Term Promissory Note, dated January 29, 1999, of     Filed as Exhibit 10.35 to the 1999 Form 10-K
                the Registrant in favor of General Electric
                Capital Business Asset Funding Corporation

10.12           Mortgage, Security Agreement and Assignment of       Filed as Exhibit 10.37 to the 1999 Form 10-K
                Leases and Rents dated February 10, 1999, by and
                between Registrant and General Electric Capital
                Business Asset Funding Corporation

10.13           Promissory Note dated February 10, 1999 by and       Filed as Exhibit 10.38 to the 1999 Form 10-K
                between the Registrant and General Electric
                Capital Business Asset Funding Corporation

10.14           1999 Employee Change of Control Plan of the          Filed as Exhibit 10.46 to the 2000 Form 10-K
                Registrant

10.15           1999 Non-Employee Director Change of Control Plan    Filed as Exhibit 10.47 to the 2000 Form 10-K
                of the Registrant

10.16           Assumption Agreement dated September 16, 1999 among  Filed as Exhibit 10.50 to the 2000 Form 10-K
                Registrant, MacQuesten Realty Company, and First
                Union National Bank, successor in interest to
                First Fidelity

10.17           Employment Agreement between the Company and         Filed as Exhibit 10.33 to the 2002 Form 10-K
                Claudia Hollingsworth dated February 2, 2002
</TABLE>


                                       27
<PAGE>
<TABLE>
<S>             <C>                                                  <C>
10.18           Intercreditor Agreement dated  March 31,  2003,      Filed as Exhibit 10.18 to this 2003 Form 10-K
                among Registrant, [BRANDS] Registrant's Gold
                Lenders, JPMorgan Chase Bank and General Electric
                Capital Business Asset Funding Corporation

10.19           Consignment Agreement dated as of March  31, 2003,   Filed as Exhibit 10.19 to this 2003 Form 10-K
                between Registrant and Sovereign Precious Metals,
                LLC, ABN AMRO Bank, N.V., and Commerzbank
                International, S.A

10.20           Security Agreement dated as of March 31, 2003        Filed as Exhibit 10.20 to this 2003 Form 10-K
                between Registrant and Sovereign Precious Metals,
                LLC


21              Subsidiaries of the Registrant                       Filed as an Exhibit to this Form 10-K

23              Consent of BDO Seidman, LLP                          Filed as an Exhibit to this Form 10-K

99              Certifications                                       Filed as an Exhibit to this Form 10-K
</TABLE>


REPORT ON FORM 8-K

      (A) A Report on Form 8-K was filed by Michael Anthony on March 28, 2003
with respect to Item 8, change of fiscal year.

      (B) A Report on Form 8-K was filed by Michael Anthony on April 11, 2003
with respect to Item 5 therein, new credit facilities.


                                       28
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:  May 1, 2003                  MICHAEL ANTHONY JEWELERS, INC.

                                    By: /s/ Michael Paolercio
                                        ----------------------------------------
                                        Michael W. Paolercio, Co-Chairman of the
                                        Board and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
    SIGNATURE                                               TITLE                                DATE
    ---------                                               -----                                ----
<S>                                            <C>                                            <C>
/s/ Michael Paolercio                          Co-Chairman of the Board                       May 1, 2003
-----------------------------------            and Chief Executive Officer
(Michael W. Paolercio)                         (Principal Executive Officer)


/s/ Anthony Paolercio                          Co-Chairman of the Board                       May 1, 2003
-----------------------------------            and Chief Operating Officer
(Anthony Paolercio, Jr.)

/s/ Claudia Hollingsworth                      President and Director                         May 1, 2003
-----------------------------------
(Claudia Hollingsworth)

/s/ Allan Corn                                 Chief Financial Officer,                       May 1, 2003
-----------------------------------            Senior Vice President
(Allan Corn)                                   and Director (Principal
                                               Accounting Officer)

/s/ Michael A. Paolercio                       Senior Vice President,                         May 1, 2003
-----------------------------------            Treasurer and Director
(Michael Anthony Paolercio)

/s/ Michael Wager                              Director                                       May 1, 2003
-----------------------------------
(Michael Wager)

/s/ David Harris                               Director                                       May 1, 2003
-----------------------------------
(David Harris)

/s/ Nathan Light                               Director                                       May 1, 2003
-----------------------------------
(Nathan Light)

/s/ Barry Scheckner                            Director                                       May 1, 2003
-----------------------------------
(Barry Scheckner)
</TABLE>


                                       29
<PAGE>
                                 CERTIFICATIONS

            I, Michael W. Paolercio, certify that:

            1. I have reviewed this annual report on Form 10-K of Michael
      Anthony Jewelers, Inc.;

            2. Based on my knowledge, this annual report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which statements were made, not misleading with respect to the period
      covered by this annual report;

            3. Based on my knowledge, the financial statements, and other
      financial information included in this annual report, fairly present in
      all material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in this
      annual report;

            4. The registrant's other certifying officers and I are responsible
      for establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a - 14 and 15d-14) for the registrant and
      have:

                  a. Designed such disclosure controls and procedures to ensure
            that material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

                  b. Evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this annual report (the "Evaluation Date"); and

                  c. Presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

            5. The registrant's other certifying officers and I have disclosed,
      based on our most recent evaluation, to the registrant's auditors and the
      audit committee of registrant's board of directors (or persons performing
      the equivalent functions);

                  a. All significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data and
            have identified for the registrant's auditors any material
            weaknesses in internal controls; and


                                       30
<PAGE>
                  b. Any fraud, whether or not material, that involves
            management or other employees who have a significant role in the
            registrant's internal controls; and

            6. The registrant's other certifying officers and I have indicated
      in this annual report whether there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: April 30, 2003                               /s/: Michael W. Paolercio
                                                   Chief Executive Officer


                                       31
<PAGE>
                                 CERTIFICATIONS

            I, Allan Corn, certify that:

            1. I have reviewed this annual report on Form 10-K of Michael
      Anthony Jewelers, Inc.;

            2. Based on my knowledge, this annual report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which statements were made, not misleading with respect to the period
      covered by this annual report;

            3. Based on my knowledge, the financial statements, and other
      financial information included in this annual report, fairly present in
      all material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in this
      annual report;

            4. The registrant's other certifying officers and I are responsible
      for establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a - 14 and 15d-14) for the registrant and
      have:

                  a. Designed such disclosure controls and procedures to ensure
            that material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

                  b. Evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this annual report (the "Evaluation Date"); and

                  c. Presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

            5. The registrant's other certifying officers and I have disclosed,
      based on our most recent evaluation, to the registrant's auditors and the
      audit committee of registrant's board of directors (or persons performing
      the equivalent functions);

                  a. All significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data and
            have identified for the registrant's auditors any material
            weaknesses in internal controls; and


                                       32
<PAGE>
                  b. Any fraud, whether or not material, that involves
            management or other employees who have a significant role in the
            registrant's internal controls; and

            6. The registrant's other certifying officers and I have indicated
      in this annual report whether there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: April 30, 2003                                 /s/ Allan Corn
                                                     Chief Financial Officer


                                       33
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders of
Michael Anthony Jewelers, Inc.
Mount Vernon, New York

We have audited the accompanying consolidated balance sheets of Michael Anthony
Jewelers, Inc. and subsidiaries as of February 1, 2003 and February 2, 2002 and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended February 1, 2003.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Michael Anthony
Jewelers, Inc. and subsidiaries at February 1, 2003, and February 2, 2002 and
the result of their operations and their cash flows for each of the three years
in the period ended February 1, 2003, in conformity with accounting principles
generally accepted in the United States.

BDO Seidman, LLP
New York, New York
April 7, 2003


                                      F-1
<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
ASSETS                                                                   February 1,      February 2,
                                                                            2003               2002
                                                                          --------         --------
<S>                                                                      <C>              <C>
CURRENT ASSETS:
     Cash and equivalents                                                 $  1,124         $  2,129
     Accounts receivable:
        Trade (less allowances of $3,400 and $4,255, respectively)          14,173           17,067
        Other                                                                  649              153
     Inventories                                                            25,952           25,826
     Prepaid expenses and other current assets                               3,095            1,544
     Assets held for sale                                                    2,579               --
     Deferred taxes                                                            578              672
                                                                          --------         --------
          Total current assets                                              48,150           47,391

PROPERTY, PLANT AND EQUIPMENT - net                                         13,100           17,605
INTANGIBLES - net                                                              419               --
OTHER ASSETS                                                                   356              364
DEFERRED TAXES                                                                 140               --
                                                                          --------         --------
                                                                          $ 62,165         $ 65,360
                                                                          ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable - trade                                             $  2,912         $  2,321
     Line of credit                                                          7,000            3,300
     Current portion of long-term debt                                       1,697            1,820
     Debt on buildings held for sale                                           183               --
     Taxes payable                                                             100            1,274
     Accrued expenses                                                        3,373            3,952
                                                                          --------         --------
          Total current liabilities                                         15,265           12,667
                                                                          --------         --------

LONG-TERM DEBT                                                               7,305            9,166
                                                                          --------         --------
DEFERRED TAXES                                                                  --               35
                                                                          --------         --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock - par value $1.00 per share;
         1,000,000 shares authorized; none issued                               --               --
     Common stock - par value $.001 per share;
         20,000,000 shares authorized; 8,385,747 and
         8,329,079 shares issued and outstanding as of
         February 1, 2003, and February 2, 2002, respectively                    8                8
     Additional paid-in capital                                             32,391           32,221
     Retained earnings                                                      13,579           17,753
     Accumulated comprehensive gain/(loss)                                      46              (61)
     Treasury stock,  2,140,849 shares as of
         February 1, 2003 and February 2, 2002, respectively                (6,429)          (6,429)
                                                                          --------         --------
               Total stockholders' equity                                   39,595           43,492
                                                                          --------         --------
                                                                          $ 62,165         $ 65,360
                                                                          ========         ========
</TABLE>

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


                                      F-2
<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                    Year Ended
                                                  -----------------------------------------------
                                                  February 1,       February 2,       January 27,
                                                     2003              2002               2001
                                                  -----------       -----------       -----------
<S>                                               <C>               <C>               <C>
NET SALES                                          $ 118,580         $ 141,918         $ 124,718
COST OF GOODS SOLD                                    98,005           113,263            99,983
                                                   ---------         ---------         ---------

          GROSS PROFIT ON SALES                       20,575            28,655            24,735

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                            25,048            24,435            24,940
                                                   ---------         ---------         ---------

          OPERATING (LOSS)/INCOME                     (4,473)            4,220              (205)
                                                   ---------         ---------         ---------

OTHER INCOME (EXPENSES):
     Gold consignment fee                             (1,171)           (1,379)           (1,039)
     Interest expense                                 (1,134)           (1,427)           (1,222)
     Interest income                                      21                68               139
     Other income                                         23                51                 1
                                                   ---------         ---------         ---------

         TOTAL OTHER EXPENSES                         (2,261)           (2,687)           (2,121)
                                                   ---------         ---------         ---------

(LOSS)/INCOME BEFORE INCOME TAXES                     (6,734)            1,533            (2,326)

INCOME TAX (BENEFIT)/PROVISION                        (2,560)              582              (886)
                                                   ---------         ---------         ---------

NET (LOSS)/INCOME                                  $  (4,174)        $     951         $  (1,440)
                                                   =========         =========         =========

(LOSS)/EARNINGS PER SHARE - Basic                  $    (.67)        $     .15         $    (.23)
                                                   =========         =========         =========

EARNINGS/(LOSS) PER SHARE - Diluted                $    (.67)        $     .15         $    (.23)
                                                   =========         =========         =========

WEIGHTED AVERAGE NUMBER OF SHARES - Basic              6,242             6,203             6,319
                                                   =========         =========         =========
WEIGHTED AVERAGE NUMBER OF SHARES - Diluted            6,242             6,314             6,319
                                                   =========         =========         =========
</TABLE>

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


                                      F-3
<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                   Common Stock       Additional                Accumulated                   Treasury Stock
                                -------------------     Paid-In    Retained    Comprehensive               --------------------
                                 Shares     Dollars     Capital    Earnings     Gain/(Loss)    Shares       Dollars      Total
                                --------   --------   ----------   --------    -------------   --------    --------    --------
<S>                             <C>        <C>        <C>          <C>         <C>             <C>         <C>         <C>
Balance - January 29, 2000         8,308   $      8   $   31,826   $ 18,242              --      (1,949)   $ (6,032)   $ 44,044

Purchase of treasury stock            --         --           --         --              --        (144)       (293)       (293)
Issuance of stock                      9         --           25         --              --          --          --          25
Issuance of warrants                  --         --          345         --              --          --          --         345
Net loss                              --         --           --     (1,440)             --          --          --      (1,440)
                                --------   --------   ----------   --------    ------------    --------    --------    --------
Balance - January 27, 2001         8,317          8       32,196     16,802              --      (2,093)     (6,325)     42,681

Purchase of treasury stock            --         --           --         --              --         (48)       (104)       (104)
Issuance of stock                     12         --           25         --              --          --          --          25


Comprehensive Income:

     Change in fair value of
        cash flow hedges              --         --           --         --             (61)         --          --         (61)
     Net income                       --         --           --        951              --          --          --         951
                                --------   --------   ----------   --------    ------------    --------    --------    --------
     Total comprehensive
        Income                        --         --           --        951             (61)         --          --         890
                                --------   --------   ----------   --------    ------------    --------    --------    --------

Balance - February 2, 2002         8,329          8       32,221     17,753             (61)     (2,141)     (6,429)     43,492

Issuance of stock                     57         --          170         --              --          --          --         170


Comprehensive Income:

     Change in fair value of
        Cash flow hedges              --         --           --         --             107          --          --         107
     Net loss                         --         --           --     (4,174)             --          --          --      (4,174)
                                --------   --------   ----------   --------    ------------    --------    --------    --------
     Total comprehensive
        Loss                          --         --           --     (4,174)            107          --          --      (4,067)
                                --------   --------   ----------   --------    ------------    --------    --------    --------
Balance - February 1, 2003         8,386   $      8     $ 32,391   $ 13,579    $         46      (2,141)   $ (6,429)   $ 39,595
                                ========   ========   ==========   ========    ============    ========    ========    ========
</TABLE>

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


                                      F-4
<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  Year Ended
                                                                 ---------------------------------------------
                                                                 February 3,      February 2,      January 27,
                                                                    2003             2002             2001
                                                                 -----------      -----------      -----------
<S>                                                              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss)/income                                             $ (4,174)        $    951         $ (1,440)
    Adjustments to reconcile net (loss)/income to net cash
      from operating activities:
             Depreciation and amortization                           3,114            3,501            3,547
             Provision for doubtful accounts                           117              (54)              79
             (Credit)/provision for sales returns                     (699)           1,773            1,450
             Deferred tax (benefit)/provision                          (81)             200             (572)
             Gain/(loss) on disposal of property, plant
               and equipment                                             8               (6)              45
             Provision for stock compensation                          170               25               25
    (Increase)/decrease in operating assets:
             Accounts receivable                                     2,980           (3,610)           8,950
             Inventories                                              (126)          (5,330)          (4,226)
             Prepaid expenses and other current assets              (1,551)            (120)             137
             Other assets                                                2              679             (474)
    Increase/(decrease) in operating liabilities:
             Accounts payable                                          591             (981)           1,104
             Taxes payable                                            (472)             745           (1,445)
             Accrued expenses                                       (1,174)             100           (1,150)
                                                                  --------         --------         --------
                  Net cash (used in)/provided by
                         operating activities                       (1,295)          (2,127)           6,030
                                                                  --------         --------         --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                       (1,090)          (1,365)          (2,553)
    Proceeds from sale of equipment                                     --                8                7
    Acquisition                                                       (519)              --               --
                                                                  --------         --------         --------
                  Net cash used in investing activities             (1,609)          (1,357)          (2,546)
                                                                  --------         --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt
      and capital lease liabilities                                 (1,801)          (1,697)          (1,657)
    Proceeds from line of credit                                    19,900           24,000           17,100
    Payments to line of credit                                     (16,200)         (20,700)         (17,100)
    Purchase of treasury stock                                          --             (104)            (293)
                                                                  --------         --------         --------
                  Net cash provided by/(used in)
                      financing activities                           1,899            1,499           (1,950)
                                                                  --------         --------         --------
NET (DECREASE)/INCREASE IN CASH                                     (1,005)          (1,985)           1,534

CASH AND EQUIVALENTS AT BEGINNING OF YEAR                            2,129            4,114            2,580
                                                                  --------         --------         --------

CASH AND EQUIVALENTS AT END OF YEAR                               $  1,124         $  2,129         $  4,114
                                                                  --------         ========         ========
</TABLE>

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


                                      F-5
<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 Year Ended
                                                   ---------------------------------------
                                                   February 1,    February,    January 27,
                                                      2003          2002          2001
                                                   -----------    ---------    -----------
<S>                                                <C>            <C>          <C>
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

     Investing:

       Issuance of warrants                          $   --        $   --        $  345

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:

     Cash paid during the year for:

      Interest and gold consignment fees             $2,288        $2,747        $2,399
      Income taxes                                   $  500        $  428        $1,441
</TABLE>


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


                                      F-6
<PAGE>
  MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Operations

     Michael Anthony Jewelers, Inc. ("Michael Anthony" or "the Company"), is a
     leading designer, marketer and manufacturer of affordable branded fine
     jewelry whose customers include jewelry chain stores, discount stores,
     department stores, television home shopping networks, and wholesalers.

     Basis of Consolidation and Presentation

     The accompanying consolidated financial statements include the accounts of
     Michael Anthony Jewelers, Inc. and its subsidiaries, all of which are
     wholly-owned. All intercompany balances and transactions have been
     eliminated.

     Inventories and Cost of Goods Sold

     Inventories are valued at lower of cost (first-in, first-out method) or
     market.

     The Company satisfies a majority of its gold supply needs through gold
     consignment agreements with financial institutions that lease gold to the
     Company ("gold lenders"), whereby the gold lenders have agreed to consign
     fine gold to the Company (see Note 4). In accordance with the terms of the
     agreements, the Company has the option of repaying the gold lenders in an
     equivalent number of ounces of fine gold or cash based upon the then quoted
     market price of gold.

     The principal component of cost of goods sold is the cost of the gold
     bullion and other raw materials used in the production of the Company's
     jewelry. Other components of cost of goods sold include direct costs
     incurred by the Company in its manufacturing operations, depreciation,
     freight and insurance.

     Property, Plant and Equipment

     Property, plant and equipment are carried at cost. Depreciation is computed
     using the straight-line method over the estimated useful lives of the
     assets, five to fifteen years for machinery and equipment and thirty years
     for buildings. Building improvements are amortized over the lesser of the
     estimated life of the asset Certain assets are held for sale. See Note 3.



                                      F-7
<PAGE>
  MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     (Continued)

     Molds and Models

     For molds and models with a life greater than one year, the Company
     capitalizes and amortizes the costs over a three-year period. In fiscal
     2003, 2002 and 2001 the Company capitalized approximately $402,000,
     $475,000, and $538,000, respectively.

     Intangibles

     In June 2001, the Financial Accounting Standards Board issued Statements of
     Financial Accounting Standards No. 141, "Business Combinations", ("FAS
     141"), and No. 142, "Goodwill and Other Intangible Assets", ("FAS 142"),
     effective for fiscal years beginning after December 15, 2001. Under the new
     standards, goodwill and intangible assets deemed to have indefinite lives
     are no longer amortized but are subject to annual impairment tests in
     accordance with FAS 142. Other intangibles with determinable lives will
     continue to amortized for the duration of their useful lives.

     The adoption of this statement in Fiscal 2003 had no material effect on the
     Company. Intangible assets (acquired in Fiscal 2003, in connection with an
     immaterial acquisition) as of February 1, 2003, consisted of a
     covenant-not-to-compete which is being amortized over the life of the
     related revenue not to exceed five years.

     Long-lived Assets

     The Company reviews certain long-lived assets for impairment whenever
     events or changes in circumstances indicate that the carrying amount may
     not be recoverable. In that regard, the Company assesses the recoverability
     of such assets based upon estimated non-discounted cash flow forecasts. If
     asset impairment is identified, the asset is written down to fair value
     based on discounted cash flow or other fair value measures. For the years
     ended February 1, 2003 and February 2, 2002, and January 27, 2001, there
     were no impairment losses.

     Revenue Recognition

     Revenue from sales to customers (other than consignment) is recognized at
     the time the merchandise is shipped. Merchandise sold under consignment
     arrangements between the Company and certain customers is not recognized as
     revenue by the Company until the

                                      F-8
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     (Continued)

     Revenue Recognition (Continued)

     products are sold by the consignee.  In certain cases, the Company accepts
     payment for merchandise in gold.

     Credit Risk

     Financial instruments, which potentially subject us to concentration of
     credit risk, consist principally of temporary cash investments and accounts
     receivable. The Company performs ongoing credit evaluations of its
     customers' financial condition and, generally, require no collateral from
     our customers. The allowance for non-collections of accounts receivable is
     based upon the expected collectibility of all accounts receivable

     Allowance for Sales Returns

     The Company reduces gross sales by the amount of discounts and returns to
     determine net sales. Each month the Company estimates a reserve for returns
     based on historical experience and the amount of gross sales. The reserve
     is adjusted periodically to reflect the Company's actual return experience.

     Catalog Costs

     Catalog costs are charged to expense as incurred, the only exception being
     major catalog revisions. Costs capitalized are amortized over the units of
     catalogs shipped, up to a maximum of two years. At February 1, 2003,
     February 2, 2002, and January 27, 2001, in connection with three
     significant catalog revisions, approximately $-0-, $-0-, and $36,000,
     respectively, had been capitalized. Included in the statements of
     operations for the years ended February 1, 2003, February 2, 2002, and
     January 27, 2001, is amortization expense of $-0-, $36,000, and $110,000,
     respectively.

     Shipping and Handling Costs

     Shipping and handling costs billed to customers are recorded as revenue.
     The costs associated with shipping goods to customers are recorded as a
     selling expense. Shipping and handling expenses for the years ended
     February 1, 2003, February 2, 2002, and January 27, 2001 were $1,041,000,
     $1,078,000, and $1,051,000, respectively.

                                      F-9
<PAGE>
  MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (Continued)

     Advertising Expense

     Advertising costs are expensed as incurred. Advertising costs associated
     with cooperative advertising programs are accrued as the related revenues
     are recognized. Total advertising expenses were $5,473,000, $4,464,000, and
     $5,038,000 for the years ended February 1, 2003, February 2, 2002, and
     January 27, 2001, respectively.

     Cash Equivalents

     Highly liquid investments with maturities of three months or less when
     purchased are classified as cash equivalents.

     Derivative Financial Instruments

     On January 28, 2001, the Company adopted Statement of Financial Accounting
     Standards No. 133 ("FAS 133") "Accounting for Derivative Instruments and
     Hedging Activities", as amended, and interpreted, which requires that all
     derivative instruments be recorded on the balance sheet at their fair
     value. SFAS 133 requires the Company to recognize all derivatives as either
     assets or liabilities on the balance sheet and to measure those instruments
     at fair value. Additionally, the fair value adjustments will affect either
     stockholders' equity or net income depending on whether the derivative
     instrument qualifies as a hedge for accounting purposes and, if so, the
     nature of the hedging activity. The impact of adopting FAS 133 on the
     Company's Statement of Income and Balance Sheet was not material.

     The Company uses financial instruments, including commodity futures,
     forwards and options on futures, to limit its exposure to fluctuations in
     the price of gold. The Company does not enter such contracts for
     speculative purposes.

     For derivative instruments that are designated and qualify as a fair value
     hedge (i.e., hedging the exposure to changes in the fair value of an asset
     or a liability or an identified portion thereof that is attributable to a
     particular risk), the gain or loss on the derivative instrument as well as
     the offsetting gain or loss on the hedged item attributable to the hedged
     risk are recognized in earnings in the current period. For derivative
     instruments that are designated and qualify as a cash flow hedge (i.e.,
     hedging the exposure of variability in expected future cash flows that
     would be attributable to a particular risk), the effective portion of the
     gain or loss on the derivative instrument is reported as a component of


                                      F-10
<PAGE>
  MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     (Continued)

     Derivative Financial Instruments (Continued)

     Accumulated comprehensive gain/(loss) (a component of stockholders' equity)
     and reclassified into earnings in the period or periods during which the
     hedged transaction affects earnings. The remaining gain or loss on the
     derivative instrument, if any (i.e., the ineffective portion and any
     portion of the derivative instrument excluded from the assessment of
     effectiveness) is recognized in earnings in the current period.

     Stock Options

     The Company accounts for all transactions under which employees receive
     shares of stock or other equity instruments in the Company based on the
     price of its stock in accordance with the provisions of Accounting
     Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees."
     No stock-based employee compensation cost is reflected in net loss, as all
     options granted under the plan had an exercise price equal to the market
     value of the underlying common stock on the date of grant. The following
     table illustrates the effect on net loss and earnings per share if the
     Company had applied the fair value recognition provisions of SFAS No. 123
     "Accounting for Stock-Based Compensation".


<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                  ---------------------------------
                                                    2003         2002         2001
                                                  -------      -------      -------
<S>                                               <C>          <C>          <C>
Net (loss)/income:
    As reported                                   $(4,174)     $   951      $(1,440)
Deduct:  Total stock-based
  employee compensation expense
  determined under fair value
  based methods for all awards,
  net of related tax effects                         (183)         (78)         (40)
                                                  -------      -------      -------
Proforma Net (Loss)/Gain                          $(4,357)     $   873      $(1,480)
                                                  =======      =======      =======
 Basic and diluted net (loss)/gain per share:
   As reported                                    $  (.67)     $   .15      $  (.23)
   Proforma SFAS 123                              $  (.70)     $   .14      $  (.23)
</TABLE>

                                      F-11
<PAGE>
    MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (Continued)

       Stock Options

       The fair value for each option granted was estimated at the date of grant
       using the Black-Scholes option-pricing model, one of the allowable
       valuation methods under SFAS 123, with the following assumptions:

<TABLE>
<CAPTION>
                                        Year Ended December 31,
                                      ---------------------------
                                       2003       2002       2001
                                      ----       ----       ----
<S>                                   <C>        <C>        <C>
Average risk free interest rates       6.5%       6.5%       6.5%
Average expected life (in years)      3.00       3.00       3.00
Volatility                            60.0%      60.0%      60.0%
</TABLE>

       The weighted-average fair value of the options granted during the years
       2003, 2002 and 2001 was estimated to be $1.31, $.39 and $.67,
       respectively, for options granted a fair market value.

       Earnings (Loss) Per Share

       Basic EPS is computed by dividing net income (loss) by the weighted
       average shares outstanding for the period. Diluted EPS reflects the
       potential dilution that could occur if options to issue common stock were
       exercised and converted to common stock.

       The following table sets forth the computation of diluted earnings per
       share (in thousands):

<TABLE>
<CAPTION>
                                       Feb. 1,       Feb. 2,    Jan. 27,
                                        2003          2002       2001
                                       -------      -------     -------
<S>                                    <C>          <C>         <C>
Numerator:
Net (loss)/income available to
   common shareholders                 $(4,174)     $   951     $(1,440)
Denominator (shares in thousands):
Weighted-average shares
    Outstanding                          6,242        6,203       6,319
Effect of dilutive securities:
   Stock options and warrants               --          111          --
                                       -------      -------     -------
Adjusted weighted-average
    shares and assumed conversions       6,242        6,314       6,319
                                       =======      =======     =======
</TABLE>

                                      F-12
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (Continued)

       Earnings (Loss) Per Share

        The following options to purchase shares of common stock were
        outstanding during a portion of each year but were not included in the
        computation of diluted earnings per share because the exercise prices of
        the options were greater than the average market price of the common
        shares and, therefore, would be antidilutive.
<TABLE>
<CAPTION>
                                      Feb. 1,         Feb. 2,        Jan. 27,
                                        2003           2002            2001
                                    -----------     -----------     -----------
<S>                                 <C>             <C>             <C>
Number of options                       983,000         966,000         760,000
Weighted-average exercise price     $      2.54     $      2.49     $      2.79
</TABLE>


       New Accounting Pronouncements Not Yet Adopted

       In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
       Associated with Exit or Disposal Activities," which changes the
       accounting for costs such as lease termination costs and certain employee
       severance costs that are associated with a restructuring, discontinued
       operation, plant closing, or other exit or disposal activity initiated
       after December 31, 2002. The standard requires companies to recognize the
       fair value of costs associated with exit or disposal activities when they
       are incurred rather than at the date of a commitment to an exit or
       disposal plan. The adoption of this standard did not have a material
       effect on our results of operations.

       On December 31, 2002, the FASB amended the transition and disclosure
       requirements of FASB Statement No. 123, "Accounting for Stock-Based
       Compensation", ("FAS 123"), through the issuance of FASB Statement No.
       148, "Accounting for Stock-Based Compensation -- Transition and
       Disclosure", ("FAS 148"). FAS 148 amends the existing disclosures that a
       company should make in its annual financial statements and requires, for
       the first time, disclosures in interim financial reports. Those
       disclosures are required regardless of the method being used to account
       for stock-based employee compensation. The amended and new disclosure
       requirements are effective for the Company for the fiscal year ending
       December 27, 2003. The adoption of the disclosure requirements of FAS 148
       will not have a material affect on the Company's financial statements. As
       permitted under FAS 123, management applies and expects to continue to
       apply Accounting Principles Board Opinion No. 25, "Accounting for Stock
       Issued to Employees", ("APB 25"), and related interpretations in
       accounting for its employee stock options. Under APB 25,

                                      F-13
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       (Continued)

       because the exercise price of the Company's employee stock options equals
       the market price of the underlying stock on the date of grant, no
       compensation expense is recognized.

       In November 2002, the FASB issued FASB Interpretation No. 45, ("FIN 45"),
       "Guarantor's Accounting and Disclosure Requirements for Guarantees,
       Including Indirect Guarantees of Indebtedness of Others". FIN 45
       addresses the disclosures to be made by a guarantor in its interim and
       annual financial statements about its obligations under guarantees. The
       disclosure requirements in this Interpretation are effective for
       financial statements of interim or annual periods ending after December
       15, 2002. The Company does not expect this Interpretation to have an
       effect on the consolidated financial statements.

       Use of Estimates

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosure of contingent assets and liabilities at the date of the
       financial statements and the reported amounts of revenues and expenses
       during the reporting period. Actual results could differ from those
       estimates.

       Fiscal Year End

       On March 14, 2003, the Board of Directors of the Company approved a
       change in the Company's fiscal year end from the date that falls on the
       last Saturday that is closest to the end of January to December, a 52/53
       week year ending on the Saturday closest to December 31st, effective
       February 2, 2003.

       The financial statements for the fiscal years ended February 1, 2003,
       February 2, 2002, and January 27, 2001 were comprised of 52, 53 and 52
       weeks, respectively.

       Reclassifications

       Certain reclassifications were made to the prior year's financial
       statements to conform to the current year's presentation.


                                      F-14
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   2.    INVENTORIES

         Inventories consist of:

<TABLE>
<CAPTION>
                                      February 1,  February 2,
                                        2003         2002
                                       -------     -------
                                          (In thousands)
<S>                                   <C>          <C>
                   Finished goods      $47,236     $42,151
                   Work in process      19,027      18,494
                   Raw materials         9,590       5,816
                                       -------     -------
                                        75,853      66,461
                   Less:
                    Consigned gold      49,901      40,635
                                       -------     -------
                                       $25,952     $25,826
                                       =======     =======
</TABLE>

        At February 1, 2003 and February 2, 2002, inventories excluded
        approximately 136,000 and 143,000 ounces of gold on consignment,
        respectively.

   3.   PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                            February 1,   February 2,
                                                                               2003         2002
                                                                              -------     -------
                                                                                (In thousands)

<S>                                                                           <C>         <C>
Machinery and equipment                                                       $42,153     $41,198
Building and building improvements                                              7,664      12,677
Land                                                                            1,658       2,341
                                                                              -------     -------
                                                                               51,475      56,216
Less:  Accumulated depreciation
          and amortization                                                     38,375      38,611
                                                                              -------     -------
                                                                              $13,100     $17,605
                                                                              =======     =======
</TABLE>

        Assets Held For Sale

        The Company is consolidating its manufacturing and distribution
        operations. As part of this process, the Company will sell two of its
        buildings located in Mt. Vernon. The Company expects to complete the
        sale of the buildings during 2003. The Company has adopted the
        provisions of Statement of Financial Accounting Standards No. 144,
        "Accounting for the Impairment or Disposal of Long Lived Assets", as of
        February 3, 2002.


                                      F-15
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   3.   PROPERTY, PLANT AND EQUIPMENT Continued)

        Assets Held for Sale (Continued)

        The Company expects to sell the properties within the next fiscal year
        to independent buyers. In April 2003, the Company accepted an offer for
        the sale of one of its buildings. The Company expects to complete the
        transaction in the fourth quarter of Fiscal 2004.

        As of February 1, 2003, the net book value of the assets held for sale
        was $2,579,000. No loss is expected from the sale of the properties. The
        amount was reclassified to current assets in fiscal 2003.

   4.    GOLD CONSIGNMENT AGREEMENTS

        The Company has gold consignment agreements with gold lenders. On March
        31, 2003, the Company entered into new consignment agreements with a
        majority of its existing lenders. Under the terms of the agreements, the
        Company is entitled to lease the lesser of an aggregate amount of
        175,000 ounces, or an aggregate consigned gold value not to exceed
        $62,200,000. The consigned gold is secured by certain property of the
        Company including its inventory and equipment. Title to such consigned
        gold remains with the gold lenders until the Company purchases the gold.
        However, during the period of consignment, the entire risk of physical
        loss, damage or destruction of the gold is borne by the Company. The
        purchase price per ounce is based on the daily Second London Gold Fix.
        The Company pays the gold consignors a consignment fee based on the
        dollar value of gold ounces outstanding, as defined in the agreements.

        The consignment agreements are terminable by the Company or the
        respective gold lenders upon 30 days notice. If any gold lender were to
        terminate its existing gold consignment agreement, the Company does not
        believe it would experience an interruption of its gold supply that
        would materially adversely affect its business. The Company believes
        that other consignors would be willing to enter into similar
        arrangements if any gold lender terminates its relationship with the
        Company.

        The consignment agreements contain certain restrictive covenants
        relating to maximum usage, net worth, working capital, and other
        financial ratios, and each of the agreements require the Company to own
        a specific amount of gold at all times.

                                      F-16
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   5.   ACCRUED EXPENSES

        Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                               February 1,    February 2,
                                                 2003          2002
                                                ------        ------
                                                  (In thousands)
<S>                                            <C>            <C>
             Accrued advertising               $1,488         $2,259
             Accrued payroll expenses             960            655
             Customer deposits payable            319            222
             Accrued interest                     256            239
             Other accrued expenses               350            577
                                               ------         ------
                                               $3,373         $3,952
                                               ======         ======
</TABLE>
6.  LONG-TERM DEBT

        Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                                             February 1,   February 2,
                                                                                2003          2002
                                                                             ---------     ---------
                                                                                  (In thousands)
<S>                                                                         <C>           <C>

 Note payable - interest at 6.85%, interest and principal of $157,000
 payable monthly over a seven-year term through January 2007. (a)           $   6,570     $   7,951

 Mortgage payable - interest at 8%, interest and principal of $24,000
 payable monthly over a ten-year term through October 2005. (b)                 1,633         1,785

 Note payable - interest at 7.05%, interest and principal of $8,500
 payable monthly over a fifteen year term through March 2014.  (c)                778           823

 Mortgage payable - interest at 7.5%, interest and principal of $22,000
 payable monthly over a four-year term through September 2003.  (d)                --           427

 Other                                                                             21            --
                                                                            ---------     ---------
                                                                                9,002        10,986
          Less: current portion                                                 1,697         1,820
                                                                            ---------     ---------

                                                                            $   7,305     $   9,166
                                                                            =========     =========
</TABLE>

                                      F-17
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   6.  LONG-TERM DEBT (Continued)

        (a) On January 27, 1999, the Company repaid its existing long-term debt
        with the insurance companies. The Company obtained a loan from a new
        lender in the amount of $10,444,000. As collateral for the loan, the
        Company granted the lender a lien on the Company's machinery and
        equipment. The loan does not contain any restrictive financial
        covenants. The loan agreement contains a cross collateral/cross default
        clause in connection with the Company's Line of Credit Agreement (see
        Note. 7).

        (b) The 8.0% mortgage is secured by a lien on the Company's corporate
        headquarters. There is a balloon payment of $1,149,000 due on October
        10, 2005 Additionally, the mortgage agreement contains certain
        restrictive financial covenants. The Company was not in compliance with
        one of the restrictive financial covenants as of February 1, 2003, but
        received a waiver.

        (c) On February 10, 1999, the Company obtained a loan in the amount of
        $937,500. As collateral for the loan, the Company granted the lender a
        first mortgage on one of its manufacturing facilities.

        (d) On September 16, 1999 the Company exercised the option to purchase
        the remaining manufacturing and distribution facilities housed in the
        buildings located at 60 and 70 South MacQuesten Parkway, Mt. Vernon at
        an aggregate purchase price of $2,450,000.

        Maturities of long-term debt as of February 1, 2003 are as follows (in
        thousands):
<TABLE>
<CAPTION>
                     Year Ending January
                     -------------------
<S>                                              <C>

                            2004                   1,697
                            2005                   1,819
                            2006                   3,048
                            2007                   1,874
                            2008                      64
                      Thereafter                     500
                                                  ------
                                                  $9,002
                                                  ======
</TABLE>
                                      F-18
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   7.   LINE OF CREDIT

        At March 31, 2003, the Company entered into a new credit arrangement
        with a commercial bank which varies seasonally from $10,000,000 to
        $20,000,000 (the "line of credit"). The line of credit is secured by a
        lien on certain assets of the Company, including accounts receivable and
        inventory. The Company believes that the interest rate under the Line of
        Credit is substantially similar to the interest rates of other companies
        similarly situated to Michael Anthony. The line of credit expires on
        March 30, 2004 subject to annual renewal. Management believes that the
        line of credit will be renewed; however, if the current lender decides
        not to renew the line, the Company believes that other lenders would be
        willing to enter into a similar arrangement.

        At February 1, 2003, there was $7,000,000 outstanding under the line of
        credit. As of April 7, 2003, there was $3,500,000 outstanding under the
        line of credit.

   8.   FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS

        (A)   Notes and mortgage payable

        The carrying amounts and fair values of the Company's financial
        instruments are as follow:

<TABLE>
<CAPTION>
                                February 1, 2003       February 2, 2002
                                ----------------       ----------------
                               Carrying    Fair       Carrying    Fair
                                 Value     Value        Value     Value
                                 -----     -----        -----     -----
                                            (In thousands)
<S>                            <C>        <C>        <C>        <C>
Notes with lenders:
     6.85% note payable        $6,570     $6,969     $7,951     $8,044
     8.0% mortgage payable      1,633      1,810      1,785      1,915
     7.05% note payable           778        885        823        839
     7.5% mortgage payable        183        177        427        453
     Other                         21         23         --         --

</TABLE>

        The Company believes the carrying amount of the following financial
        instruments are equal to their fair value due to their short period of
        maturity: cash, accounts receivable, accounts payable and accrued
        expenses. The Second London Gold Fix is used daily to value the ounces
        of gold and as such the carrying value of gold inventory approximates
        fair value.

                                      F-19
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   8.  FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS (Continued)

       (B)   Forward Contracts

       To reduce its exposure to fluctuations in the price of gold, the Company
       is party to commodity futures, forwards and options on futures, which are
       hedged against anticipated sales commitments with its customers. Gains or
       losses on the future contracts are deferred until settlement of the
       related anticipated sales to a customer.

       As of February 1, 2003, there were 16,600 ounces on forward contracts
       which were all related to the sale of merchandise to customers. The
       contracts hedge against fluctuations of gold prices. As of February 1,
       2003, the fair value of these contracts, which are determined by quoted
       market prices and expire through June 26, 2003 was $46,000 which was
       recorded as accumulated comprehensive income and will be reclassed to
       cost of goods sold during fiscal 2004. For the year ended February 2,
       2002, the Company recognized an immaterial loss relating to its future
       contracts.

       While the Company is exposed to credit loss in the event of
       nonperformance by the counter parties of these contracts, the Company
       does not anticipate nonperformance by the counter parties. The risk of
       credit loss is not considered to be significant.

       (C)   Concentrations of Credit Risk

       Certain financial instruments potentially subject the Company to
       concentrations of credit risk. These financial instruments consist
       primarily of trade receivables and short-term cash investments. The
       Company places its short-term cash investments with high credit quality
       financial institutions and, by policy, limits the amount of credit
       exposure to any one financial institution. Concentrations of credit risk
       with respect to trade receivables are limited due to a large customer
       base and its dispersion across geographic areas. The Company maintains an
       allowance for losses based on the expected collectibility of all
       receivables.
                                      F-20
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   9.   INCOME TAXES

        Deferred income taxes reflect the net tax effects of temporary
        differences between the carrying amounts of assets and liabilities for
        financial purposes and for income tax purposes.

        Income tax provision/(benefit) consists of the following:

<TABLE>
<CAPTION>
                                                   Year Ended
                                      ---------------------------------
                                     February 1,   February 2,  January 27,
                                       2003          2002         2001
                                      -------      -------      -------
                                               (In thousands)
<S>                                   <C>          <C>          <C>
              Current:
                  Federal             $(2,504)     $   342      $  (268)
                  State and local        (137)          40          (46)
                                      -------      -------      -------
                                       (2,641)         382         (314)
             Deferred income tax           81          200         (572)
                                      -------      -------      -------
                        Total         $(2,560)     $   582      $  (886)
                                      =======      =======      =======
</TABLE>

        The following is a reconciliation of the federal statutory rate to the
effective tax rate:


<TABLE>
<CAPTION>
                                                   Year Ended
                                      --------------------------------
                                      February 1,  February 2,  January 27,
                                         2003         2002        2001
                                       ------       ------      ------
<S>                                   <C>          <C>          <C>
Statutory tax (benefit) rate            (34.0)%       34.0%      (34.0)%
  State and local taxes (benefit),
     net of federal benefit              (3.0)         3.0        (3.0)
Other                                    (1.0)         1.0        (1.0)
                                       ------       ------      ------

Statutory tax (benefit) rate            (38.0)%       38.0%      (38.0)%
                                       ======       ======      ======
</TABLE>

                                      F-21
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   9.   INCOME TAXES (Continued)

        The tax effects of significant items comprising the Company's deferred
        tax (liabilities) and assets are as follows (in thousands):

<TABLE>
<CAPTION>
                                       February 1,   February 2,
                                         2003           2002
                                      ---------      ---------
<S>                                   <C>            <C>
Non-current deferred tax items:
  Difference between book and tax
    depreciation methods              $      --      $     (35)
 New York State NOL                         278             --
                                      ---------      ---------
                                      $     278      $     (35)
Allowance                                  (138)            --
                                      ---------      ---------
                                            140            (35)
                                      ---------      ---------
Current deferred tax assets:

  Difference between book and tax
    depreciation methods              $      39      $      --
  Reserves for sales returns and
    doubtful accounts                       400            473
  Other                                     139            199
                                      ---------      ---------
                                            578            672
                                      ---------      ---------
Net deferred tax asset                $     718      $     637
                                      =========      =========
</TABLE>

The Company has an NOL for New York State taxes that begin to expire in 2022.
The Company has placed a 50% reserve on the state NOL due to the uncertainty of
its realizability.

   10.  RELATED PARTY TRANSACTIONS

        On February 29, 2000, the Company loaned $123,000 to an officer. On
        December 31, 2000, the Company extended the term of the note until
        December 31, 2002 and increased the principal to $131,000. Interest on
        the unpaid principal of $131,000 accrued at the rate of 8% per annum
        until the maturity date of December 31, 2002. The amount was paid in
        full on September 10, 2002.

                                      F-22
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   11.  COMMITMENTS

        The Company's product line includes licensed goods manufactured pursuant
        to two or three year agreements with licensors. Royalty fees range from
        2% to 12% of net sales of these products, or a minimum guarantee,
        whichever is greater. The Company records the related expense over the
        units sold.

        As of February 1, 2003, the future guaranteed royalty commitments are
        $97,000 and $26,000 for the fiscal years ending January 31, 2004 and
        2005.

        On December 22, 2000 the Company entered into a distribution agreement
        with the Almond Jewelry Group. Under the arrangement, the Company
        acquired the exclusive rights to market and distribute gold jewelry
        products manufactured by Almond to retailers in the United States.
        Almond will no longer directly market its gold jewelry products to
        retailers in the United States. The Company has also entered into a
        supply agreement with Almond, which will assure its customer base the
        continuity of a supply of high quality and innovative merchandise. In
        connection with the distribution agreement, Almond was issued warrants
        to purchase 300,000 shares of common stock at a price of $1.62 per
        share. The warrants were ascribed a value of $345,000 using the
        Black-Scholes option pricing model. The warrants are being amortized
        into expense as the related income is earned. As of February 1, 2003 the
        unamortized balance was $115,000 and is recorded in prepaid expenses.

   12.  STOCK PLANS

        Incentive Stock Option Plans

        During the year ended June 30, 1994, the Company adopted the 1993
        Long-Term Incentive Plan and the 1993 Non-Employee Directors' Stock
        Option Plan. The Plans permit the granting of incentive stock options
        and non-qualified stock options to employees and non-employee directors
        for the purchase of up to an aggregate of 2,000,000 and 250,000 shares
        of common stock, respectively. The option term is for a period not to
        exceed five years from the date of grant.


                                      F-23
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   12.  STOCK PLANS (Continued)

        Long-term Incentive Plan
<TABLE>
<CAPTION>
                                                      Weighted
                                                       Average        Exercise
                                       Shares        Option Price      Price
                                      ----------      ----------     ----------
<S>                                   <C>            <C>             <C>
  Outstanding at January 29, 2000        835,500          $ 3.19     $2.13 - $3.63
                                      ----------
  Lapsed                                (433,440)         $ 3.15     $2.13 - $3.63
  Granted                                     --
                                      ----------
 Outstanding at January 27, 2001         402,060          $ 3.01     $2.88 - $3.63

  Lapsed                                 (82,040)         $ 3.26     $3.13 - $3.63
  Granted                                347,000          $ 2.19     $2.11 - $2.30
                                      ----------
 Outstanding at February 2, 2002         667,020          $ 2.71     $2.11 - $3.63
                                      ----------
  Lapsed                                (433,020)         $ 2.86     $2.11 - $3.63
  Exercised                                   --
  Granted                                460,000          $ 2.95     $2.63 - $3.00
                                      ----------
Outstanding at February 1, 2003          694,000          $ 2.78     $2.11 - $3.63
                                      ==========
</TABLE>

        Options exercisable at February 1, 2003 were for 190,870 shares of
        common stock at prices between $2.11 - $3.63 a share On April 22, 2003,
        the Plan expired by its terms and no future awards may be made under the
        plan.


                                      F-24
<PAGE>
   MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   12.  STOCK PLANS (Continued)

        Non-Employee Directors' Stock Option Plan
<TABLE>
<CAPTION>
                                                   Weighted
                                                    Average        Exercise
                                      Shares      Option Price       Price
                                    ---------      ---------       ---------

<S>                                 <C>           <C>            <C>
Outstanding at January 29, 2000        80,000      $    3.03     $2.56 - $3.88

Lapsed                                (15,000)     $    3.02     $2.63 - $3.50
Granted                                35,000      $    2.49     $1.88 - $2.94
                                    ---------
Outstanding at January 27, 2001       100,000      $    2.81     $1.88 - $3.06
                                    ---------
Lapsed                                (10,000)     $    3.00     $3.00
Granted                                25,000      $    2.33     $1.80 - $2.68
                                    ---------

Outstanding at February 2, 2002       115,000      $    2.73     $1.80 - $3.88
                                    ---------
 Lapsed                               (35,000)     $    2.81     $1.88 - $3.06
 Granted                               20,000      $    2.64     $1.70 - $3.13
                                    ---------
Outstanding at February 1, 2003       100,000      $    2.74     $1.70 - $3.88
                                    =========
</TABLE>

        Options exercisable at February 1, 2003 for 55,250 shares of common
        stock at prices between $1.80 - $3.88 a share. On April 22, 2003, the
        Plan expired by its terms and no future awards may be made under the
        plan.

        WARRANTS AND NON-QUALIFIED OPTIONS

        The Company has granted common stock purchase warrants and non-qualified
        options.

        The changes in the number of shares under the stock purchase warrants
        and non-qualified options and the weighted average option price per
        share are as follows:


                                      F-25





<PAGE>


MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  STOCK PLANS (Continued)
<TABLE>
<CAPTION>
                                                                    Weighted
                                                                     Average              Exercise
                                               Shares             Option Price             Price
                                               ------             ------------           ---------
<S>                                            <C>                <C>                    <C>
Outstanding and exercisable
 at  January 29, 2000                           96,000                $3.00                $3.00

Issued - See Note 11                           300,000                $1.62                $1.62
Lapsed                                         (96,000)               $3.00                $3.00
                                               --------

Outstanding at January 27, 2001                300,000                $1.62                $1.62
                                               --------

Issued                                              --                $  --                $  --
Lapsed                                              --                $  --                $  --

Outstanding and exercisable
 at February 2, 2002                           300,000                $1.62                $1.62
                                               --------

Issued                                              --                $  --                $  --
Lapsed                                              --                $  --                $  --

Outstanding and exercisable
 at February 1, 2003                           300,000                $1.62                $1.62
                                               --------
</TABLE>

In connection with the distribution agreement with Almond, Almond was issued
300,000 shares of common stock purchase warrants. (See Note 11.) The warrant
term is for a period not to exceed four years from date of grant.

Options and warrants outstanding and exercisable at February 1, 2003 were as
follows:



<TABLE>
<CAPTION>
                                        OUTSTANDING                          EXERCISABLE
                           --------------------------------------      ------------------------
                                       Weighted
                                       Average
                                       Remaining        Weighted                       Weighted
    Range of                Number     Years of         Average         Number         Average
   Exercise                  of       Contractual       Exercise          of           Exercise
    Prices                 Options        Life           Price          Options         Price
-------------             ---------   ------------      --------        -------        --------
<S>                       <C>         <C>               <C>             <C>            <C>
$1.63 - $2.75               632,000        3.2            $1.98         401,000         $1.79
$2.81 - $3.00               325,000        4.0            $2.99          13,000         $2.92
$3.13 - $3.88               137,000        1.2            $3.26         132,120         $3.41
                          ---------   ------------      --------        -------        --------
   In Total               1,094,000        3.2            $2.44         546,120         $2.21
                          ---------   ------------      --------        -------        --------
</TABLE>

                                      F-26
<PAGE>
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. RETIREMENT PLAN

    The Company established a 401(k) Retirement Plan and Trust for all eligible
    employees. Under the terms of the plan the employee may contribute 1% to 20%
    of compensation. There is a partial employer matching contribution. Included
    in the statement of operations for the years ended February 1, 2003,
    February 2, 2002 and January 27, 2001 is $72,000, $72,000 and $70,000,
    respectively of expense for the employer portion of the contribution.

14. SIGNIFICANT CUSTOMERS

    Sales to the Company's four largest customers were approximately 16%,14%,
    12% and 11%; 17%, 12%, 14% and 10%; and 11%, 13%, 15% and 10%, respectively,
    of net sales for the years ended February 1, 2003, February 2, 2002 and
    January 27, 2001. Two customers accounted for approximately 24% and 19% of
    accounts receivable, respectively, at February 1, 2003.

15. STOCK REPURCHASE PROGRAM

    In December 1995, the Company announced a Common Stock Repurchase Program,
    (the "1995 Stock Repurchase Program as amended in 1997 and 1998"), pursuant
    to which the Company may repurchase up to 2,250,000 shares of Common Stock.
    During the years ended February 1, 2003, February 2, 2002 and January 27,
    2001, the Company repurchased a total of - 0-, 48,000 and 144,000 shares,
    respectively, on the open market under the 1995 Stock Repurchase Program for
    an aggregate price of approximately $-0-, $104,000 and $293,000,
    respectively.

16. LEGAL PROCEEDINGS

    The Company is involved in various legal claims and disputes, none of which
    is considered material and all of which, for the most part, are normal to
    the Company's business. In the opinion of management, the amount of losses
    that might be sustained, if any, from such claims and disputes would not
    have a material effect on the Company's financial statements.

    The Company has been named a defendant in an action alleging patent
    infringement. The Company believes the allegations are without merit and is
    prepared to vigorously defend the action.

                                      F-27
<PAGE>
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. COMMITMENTS AND CONTINGENCIES

    In early 1999, at the decision of the compensation committee the Company
    adopted a Change of Control Plan for executive officers, other key
    employees, and Non-Employee Directors. The Plan provides for severance
    payments to executive officers and other key employees. The severance
    payments will be an amount equal to one times the individual's most recent
    salary and bonus. The Plan also provides for continuation of medical and
    dental benefits for a period of one year and automatic vesting of stock
    options, if permissible under the applicable stock option plan. The
    Non-Employee Director Plan provides for a payment of the sum of the
    Non-Employee Director's regular compensation at the rate in effect at the
    time of the change of control. These benefits are triggered upon a change of
    control, as defined in the plan. Individual Agreements under the Plan have
    been entered into with each of the executive officers, other key employees
    and Non-Employee Directors.

18. ACQUISITION

    On July 30, 2002, the Company acquired the gold jewelry division of A&A
    Jewelers, Inc. ("A&A"). Under the terms of the agreement, the Company
    acquired the molds and inventory of A&A, and sold its family jewelry and
    special order division of A&A. As a result of this acquisition, the Company
    expects to increase sales to its existing customers. The acquisition was
    accounted for under the purchase method of accounting. No goodwill was
    recognized as a result of this transaction. The aggregate purchase price was
    $1,180,000. Part of the purchase was offset by the sale of other assets.

    The following table summarizes the estimated fair values for the assets
    acquired, no liabilities were assumed at the date of acquisition.

<TABLE>
<S>                                         <C>
                Inventory                   $  300
                Molds and Models               360
                Intangibles - covenant
                  not to compete               520
                                            ------

                Total assets acquired       $1,180
                                            ======
</TABLE>

                                      F-28
<PAGE>
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19. EMPLOYEE RELATIONS

    Based upon a petition filed by a local union, the National Labor Relations
    Board scheduled an election among certain employees of the Company to decide
    whether or not they desire union representation. The election was held on
    October 2, 2002. The majority of employees voted against union
    representation However, the union has appealed the results to the National
    Labor Relations Board. The National Labor Relations Board is investigating.
    No determination has been made by the Labor Board at this time. Relating to
    this matter, the Company incurred approximately $159,000 in legal fees for
    the year ended February 1, 2003.

                                      F-29
<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. Summary of Quarterly Results (Unaudited) (in thousands)

<TABLE>
<CAPTION>
                                      Year Ended  February 1, 2003                Year Ended February 2, 2002
                                 --------------------------------------------    --------------------------------------------
                                           Quarter Ended                               Quarter Ended
                                 --------------------------------------------    --------------------------------------------
                                   May 4,     Aug. 3,     Nov. 2,     Feb. 1,     Apr. 28,    Aug. 4,    Nov. 3,      Feb. 2,
                                   2002        2002        2002        2003        2001        2001       2001         2002
                                 --------    --------    --------    --------    --------    --------    --------    --------
<S>                              <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Net sales (A)                    $ 30,134    $ 20,296    $ 39,593    $ 28,557    $ 29,176    $ 28,210    $ 50,981    $ 33,551

Cost of goods sold                 24,270      17,135      32,009      24,591      23,920      22,633      40,027      26,683
                                 --------    --------    --------    --------    --------    --------    --------    --------

    Gross profit                    5,864       3,161       7,584       3,966       5,256       5,577      10,954       6,868

Selling, general &
   administrative expenses          5,835       5,467       7,894       5,852       5,119       5,531       7,631       6,154
                                 --------    --------    --------    --------    --------    --------    --------    --------

Operating income/(loss)                29      (2,306)       (310)     (1,886)        137          46       3,323         714

Other income (expense):
  Gold consignment fees              (311)       (268)       (313)       (279)       (250)       (407)       (428)       (291)
  Interest expense                   (200)       (268)       (320)       (346)       (247)       (275)       (463)       (445)
  Interest income                       6           5           7           3          34           9           1          24
  Other - net                          11           8          (1)          5           7          27          15           2
                                 --------    --------    --------    --------    --------    --------    --------    --------
Total other income (expense)         (494)       (523)       (627)       (617)       (456)       (646)       (875)       (710)

(Loss)/income from operations
  before income taxes                (465)     (2,829)       (937)     (2,503)       (319)       (600)      2,448           4

Income tax (benefit)/provision       (177)     (1,075)       (357)       (951)       (116)       (234)        930           2
                                 --------    --------    --------    --------    --------    --------    --------    --------

Net (loss)/income                $   (288)   $ (1,754)   $   (580)   $ (1,552)   $   (203)   $   (366)   $  1,518    $      2
                                 ========    ========    ========    ========    ========    ========    ========    ========


(Loss)/earnings per share (B):

Net (loss)/earnings per share    $   (.05)   $   (.28)   $   (.09)   $   (.25)   $   (.03)   $   (.06)   $    .25    $    .00
                                 ========    ========    ========    ========    ========    ========    ========    ========
</TABLE>


(A) The Company's net sales are subject to seasonal fluctuation. This
    fluctuation is mitigated to a degree by the early placement of orders for
    the holiday season.

(B) Per share amounts do not always add to the annual per share amount because
    the figures are required to be independently calculated.

                                      F-30
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders of
Michael Anthony Jewelers, Inc.
Mount Vernon, New York

The audits referred to in our report dated April 7, 2003 relating to the
consolidated financial statements of Michael Anthony Jewelers, Inc. and
subsidiaries which is contained in Item 8 of this Form 10-K, included the audits
of the financial statement schedule listed in the accompanying index for the
years ended February 1, 2003, February 2, 2002 and January 27, 2001. The
financial statement schedule is the responsibility of management. Our
responsibility is to express an opinion on the financial statement schedule
based on our audits.

In our opinion, such financial statement schedule presents fairly, in all
material respects, the information set forth therein.

/s/: BDO Seidman, LLP
BDO Seidman, LLP
New York, New York
April 7, 2003

                                       S-1
<PAGE>
                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                            BALANCE AT             ADDITIONS                                        BALANCE AT
                                           BEGINNING OF          CHARGED TO COSTS                                    END OF
DESCRIPTION                                  PERIOD               AND EXPENSES           DEDUCTIONS(A)               PERIOD
-----------                                ------------          ----------------        -------------              ----------
<S>                                        <C>                   <C>                     <C>                        <C>
Allowance for doubtful
accounts:
-----------                                ------------          ----------------        -------------              ----------

Year ended February 1, 2003                  $  556                 $  117                 $  (273)                 $  400
Year ended February 2, 2002                     610                    205                    (259)                    556
Year ended January 27, 2001                     530                     60                      20                     610

Allowance for sales returns:

Year ended February 1, 2003                  $3,699                 $3,000                 $(3,699)                 $3,000
Year ended February 2, 2002                   1,926                  3,699                  (1,926)                  3,699
Year ended January 27, 2001                     477                  1,926                    (477)                  1,926
</TABLE>


(A) Allowances, returns and uncollectible accounts charged against the reserve,
    (net of collections on previously written-off accounts).

                                       S-2