<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 2, 2002
                         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:


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
               ---

         As of April 5, 2002, there were 6,338,234 shares outstanding of Michael
Anthony's common stock.

The aggregate market value of common stock held by nonaffiliates at April 5,
2002 was $10,731,921. For purposes of this calculation, affiliates includes
Michael Anthony's executive officers and directors.


<PAGE>


                      DOCUMENTS INCORPORATED BY REFERENCE:

         Part III Portions of registrant's Definitive Proxy Statement for Annual
Meeting of Stockholders for Fiscal 2002 (to be filed within 120 days of end of
fiscal year).




                                       2
<PAGE>


         PART I

ITEM 1. BUSINESS.

GENERAL

         Michael Anthony Jewelers, Inc. ("Michael Anthony") is a leading
designer, marketer and manufacturer of affordable 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 $1,200 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 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.

FISCAL YEAR

         Fiscal years ended February 2, 2002, January 27, 2001, and January 29,
2000 were comprised of 53, 52 and 52 weeks, respectively.

         As used throughout this document, (a) fiscal 2002 refers to the fiscal
year ended February 2, 2002 (b) fiscal 2001 refers to the fiscal year ended
January 27, 2001, and (c) fiscal 2000 refers to the fiscal year ended January
29, 2000.

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.



                                       3
<PAGE>
         The table below sets forth the approximate percentage of (a) sales and
(b) kilograms shipped in fiscal years 2002, 2001 and 2000, respectively,
attributable to each of Michael Anthony's product categories.

<TABLE>
<CAPTION>
                                  ------------------------------------------------------------------------------
                                           Fiscal                     Fiscal                    Fiscal
                                            2002                       2001                      2000
                                  ------------------------------------------------------------------------------
                                                  % 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                  30            26           30           25           34           29
--------------------------------- ---------- --------------- ---------- -------------- ---------- --------------
Chains                               43            51           43           53           42           50
--------------------------------- ---------- --------------- ---------- -------------- ---------- --------------
Stamped/tubed  earrings              14            12           10            8            9            7
--------------------------------- ---------- --------------- ---------- -------------- ---------- --------------
Watches and other items              13            11           17           14           15           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 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 5, 2002, our product
development staff consisted of 21 full time employees. Product development
expenses for molds and models for fiscal 2002 were approximately $794,310. We
anticipate that we will continue to commit substantial resources to product
development.



                                       4
<PAGE>
MANUFACTURING PROCESS

         Our manufacturing facility is located in Mount Vernon, New York. We
utilize manufacturing processes that combine modern technology and mechanization
with hand craftsmanship to produce fashionable and affordable gold jewelry. Our
manufacturing processes include:

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

     -   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

     -   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 2002, Michael Anthony manufactured approximately 89% of
its products from gold bullion and other raw materials and purchased
approximately 11% of its product as semi-finished or finished goods. 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.

         During fiscal 2002, Michael Anthony completed construction of a new
40,000 square feet manufacturing and assembly facility located in the Dominican
Republic. The facility is used for manufacturing, finishing, assembly of
castings, earrings and bangle bracelets.

OPEN ORDERS

         Orders from our retail customers typically have shipment dates that
range from 24 hours to 60 days. As of April 5, 2002, the aggregate dollar value
of open orders was approximately $10,851,000. 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.

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, advertisements in trade publications,
trade show exhibitions, cooperative advertising allowances with certain
customers and advertisements in consumer magazines like Vogue, In Style, Martha
Stewart and Vanity Fair.


                                       5
<PAGE>
         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:

     -   inventory management assistance through electronic data interchange;

     -   customized packaging and bar coding; and

     -   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, such as Sterling,
Inc. (a division of Signet Group PLC and the owner of Kay Jewelers and J.B.
Robinson Jewelers), Wal*Mart, J.C. Penney, Zales and Kmart, 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 upon sale, the customer 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."

         During fiscal 2002, sales to the five largest of Michael Anthony's
customers totaled approximately 60% of total net sales. Our two largest
customers were Wal-Mart and Home Shopping Network, accounting for 17.4% and
14.3%, respectively, of net sales. Except for certain retail customers, Michael
Anthony generally has no long-term contractual commitments with any of our
customers. None of Michael Anthony's customers are prohibited from purchasing
products from our competitors.


                                       6
<PAGE>
         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 11.5%, 12.2% and 11.1% of gross sales in each of
fiscal 2002, fiscal 2001 and fiscal 2000, 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
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.



                                       7
<PAGE>
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 2002, fiscal 2001 and fiscal 2000:

<TABLE>
<CAPTION>
                                                                             NET                     % OF
                                                                            SALES                  NET SALES
                                                                            -----                  ---------
                                                                      ($ IN THOUSANDS)
                                                                      ----------------

<S>                                                                          <C>                         <C>
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%
Fiscal 2000 Ended January 29, 2000
     First Quarter                                                           $28,982                     20%
     Second Quarter                                                          $25,331                     17%
     Third Quarter                                                           $49,935                     35%
     Fourth Quarter                                                          $40,689                     28%
</TABLE>

         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 holiday and seasonal products year round for such




                                       8
<PAGE>
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 limits 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 2, 2002, we employed 742 persons, 368 of which were
directly engaged in manufacturing and distribution operations, 164 of which were
engaged in administration and sales and 210 of which were employed at our
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.

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.




                                       9
<PAGE>

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.

         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.

ITEM 2. PROPERTIES.

         Our manufacturing and distribution facilities are all owned and they
are located in three adjacent buildings in Mount Vernon, New York having a total
of approximately 74,000 square feet.

         On September 16, 1999, Michael Anthony acquired the 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. At February 2, 2002, $427,000 of principal remained
outstanding under the loan.

         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. The mortgage has a fifteen-year
term and accrues interest at an annual rate of 7.05%. At February 2, 2002,
$823,000 of principal remained outstanding under the loan.

         We also own the building housing our sales and administrative offices
located at 115 South MacQuesten Parkway, in Mount Vernon, New York, and an
adjacent parking area. The headquarters building has approximately 71,000 square
feet. The mortgage has a ten-year term and accrues interest at an annual rate of
8.0%. There is a balloon payment of $1,149,000 due on October 20, 2002. At
February 2, 2002, $1,785,000 of principal remained outstanding under the loan.


                                       10
<PAGE>

         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.

         During fiscal 2000, Michael Anthony began leasing a 7,500 square foot
assembly facility in the Dominican Republic. The facility was used for finishing
and assembly of earrings and bangle bracelets. The lease was terminated in June
2001.

         During fiscal 2002, Michael Anthony, through MADOR S.A., completed the
construction of a 40,000 square feet assembly and manufacturing facility located
in the Dominican Republic. The facility was operational in May 2001 at a cost of
approximately $2,000,000 for land, building, machinery and equipment with cash.

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.

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

         Not applicable.



                                       11
<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 2002 and 2001.

                                           HIGH                  LOW
                                           ----                  ---

FISCAL YEAR ENDED FEBRUARY 2, 2002
----------------------------------

First Quarter                                1 1/2                  2
Second Quarter                             1 11/16             2 13/16
Third Quarter                                2 1/8               2 3/4
Fourth Quarter                             2 13/16             2 15/16

FISCAL YEAR ENDED JANUARY 27, 2001
----------------------------------
First Quarter                                3 1/8              2 9/16
Second Quarter                                   3               2 1/8
Third Quarter                                2 1/2               1 3/4
Fourth Quarter                                   2              1 7/16

         As of April 5, 2002, there were 1,094 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 5, 2002, Michael Anthony had purchased a total of 2,143,000
shares on the open market for an aggregate of approximately $6,429,000, at an
average price of $3.00.



                                       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. 2,     Jan. 27,     Jan. 29,      Jan. 30,    Jan. 31,
                                        2002         2001         2000          1999       1998
                                     ---------    ---------    ---------    ---------    ---------
                                               (In thousands, except per share amounts)
<S>                                  <C>          <C>          <C>          <C>          <C>
Statement of Operations
-----------------------
Net sales                            $ 141,918    $ 124,718    $ 144,937    $ 137,567    $ 129,949
Cost of goods sold                     113,263       99,983      110,096      105,870      107,182
                                     ---------    ---------    ---------    ---------    ---------
  Gross profit                          28,655       24,735       34,841       31,697       22,767
Selling, general and
  administrative expenses               24,435       24,940       28,257       25,942       25,155
                                     ---------    ---------    ---------    ---------    ---------

Operating income/(loss)                  4,220         (205)       6,584        5,755       (2,388)
Other(expense)/income:
 Interest expense/
 Gold consignment fee                   (2,806)      (2,261)      (2,699)      (2,290)      (2,827)
 Other income/(expense), net               119          140          342          326        1,002
                                     ---------    ---------    ---------    ---------    ---------
Income/(loss) before extraordinary
  item and income taxes                  1,533       (2,326)       4,227        3,791       (4,213)
Income tax provision/(benefit)             582         (886)       1,607        1,441       (1,601)
                                     ---------    ---------    ---------    ---------    ---------
Income/(loss) before
  extraordinary item                       951       (1,440)       2,620        2,350       (2,612)
                                     ---------    ---------    ---------    ---------    ---------
Extraordinary item (net of income
  taxes of $130,000)                         -            -            -          212            -
                                     ---------    ---------    ---------    ---------    ---------

Net income/(loss)                    $     951    $  (1,440)   $   2,620    $   2,138    $  (2,612)
                                     =========    =========    =========    =========    =========
Earnings/(loss) per share before
extraordinary item - basic           $     .15    $   (0.23)   $    0.40    $    0.30    $   (0.34)
                                     =========    =========    =========    =========    =========

Earnings/(loss) per share before
 extraordinary item - diluted        $     .15    $   (0.23)   $    0.39    $    0.30    $   (0.34)
                                     =========    =========    =========    =========    =========

Extraordinary item                   $       -    $       -    $       -    $    (.03)   $       -
                                     =========    =========    =========    =========    =========
Weighted average number
 of shares - basic                       6,203        6,319        6,592        7,111        7,746
Weighted average number
 of shares - diluted                     6,314        6,319        6,702        7,111        7,746
Balance Sheet Data:
-------------------
Working capital                      $  34,724    $  33,231    $  35,960    $  39,171    $  37,260
Total assets(1)                         65,360       63,335       67,914       65,037       65,644
Long-term debt and  capital
  lease liability                        9,166       10,987       12,684       12,509       12,736
Stockholders' equity                    43,492       42,681       44,044       43,298       43,389
</TABLE>


(1)      The fiscal years ended February 2, 2002, January 27, 2001, January 29,
         2000, January 30, 1999, and January 31, 1998 do not include consigned
         inventory, which had approximate value of $40,635,000, $30,718,000,
         $38,076,000, $35,096,000, and $33,208,000, respectively.





                                       13
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

CRITICAL ACCOUNTING POLICIES

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. Additionally, the
Company enters into arrangements for certain customers of its rope chain and
tubing products whereby the gold value of the finished product is transferred in
the form of fine gold ounces from the customer to the Company. The value of the
finished product that exceeds the gold content value is recovered as revenue and
the related cost to manufacture is recorded as an expense ("tolling
arrangements").

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


                                       14
<PAGE>
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 loss (a
component of stockholders' equity) and reclassified into earnings in the same
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.

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 2,      JANUARY 27,         JANUARY 29,         JANUARY 30,
                                                2002             2001               2000                 1999
                                                ----             ----               ----                 ----

<S>                                             <C>             <C>                 <C>                <C>
Net sales                                       100.0%          100.0%              100.0%             100.0%
Cost of sales                                    79.8            80.2                76.0               77.0
Selling, general and
  administrative expenses                        17.2            20.0                19.5               18.8
Interest and gold consignment
  fee expense                                     2.0             1.8                 1.9                1.7
Other income                                      (.1)            (.1)                (.2)               (.2)
Income tax provision/(benefit)                     .4             (.7)                1.1                1.0
Extraordinary item                                  -               -                   -                 .1
Net income/(loss)                                  .7            (1.2)                1.8                1.6
</TABLE>



                                       15
<PAGE>


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%.

         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.

FISCAL 2001 VS. FISCAL 2000
---------------------------

                  Net sales for fiscal 2001 were approximately $124,718,000, a
decrease of 14.0% from net sales of approximately $144,937,000 for the
comparable period in fiscal 2000. The decrease in sales was primarily due to
decreased shipments to the retail segment of our customer base.

         Gross profit on sales for fiscal 2001 were approximately $24,735,000, a
decrease of $10,106,000 from approximately $34,841,000 for the comparable period
in fiscal 2000. As a percentage of net sales, gross profit decreased to 19.8% in
fiscal 2001 compared to 24.0% in fiscal 2000. The decrease in gross margin was
attributable to a change in the customer and product mix.

         Selling, general and administrative expenses for fiscal 2001 were
approximately $24,940,000, a decrease of $3,317,000 or 11.7% from approximately
$28,257,000 for the


                                       16
<PAGE>
comparable period in fiscal 2000. 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 2001, were
approximately $2,261,000, a decrease of $438,000 or 16.2% compared to
approximately $2,699,000 for the comparable period in fiscal 2000. The decrease
was primarily due to the Company's lower consignment rates and lower average
level of consigned inventory.

         For the year ended January 27, 2001, an income tax benefit of $886,000
was recorded compared to an income tax provision of $1,607,000 for the prior
year. The effective tax rates for fiscal 2001 and fiscal 2000 were 38%.

         As a result of the above factors our net loss for fiscal 2001 was
approximately $(1,440,000) compared to net income of $2,620,000 for fiscal 2000.

LIQUIDITY AND CAPITAL RESOURCES

         We rely on a gold consignment program, short-term borrowings and
internally generated funds to finance our inventories and accounts receivable.
We fill most of our gold supply needs through gold consignment arrangements with
gold lenders. Under the terms of those arrangements, we are entitled to lease
the lesser of (a) an aggregate of 240,000 ounces of fine gold or (b) consigned
gold with an aggregate value equal to $79,000,000. The consigned gold is secured
by certain property of Michael Anthony, including inventory and machinery and
equipment. 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 2, 2002, Michael Anthony held approximately 143,100
ounces of gold on consignment with a market value of $40,635,000.

         In December 2001, Michael Anthony was notified by one of its gold
lenders that it planned to discontinue its involvement in gold trading and
jewelry financing. In January 2002, the Company received approval from a new
gold lender, and in February 2002, began a relationship with this new lender.

         The consignment agreements contain restrictive covenants relating to
maximum usage, net worth, working capital and other financial ratios and each of
the agreements requires Michael Anthony to own a specific amount of gold at all
times. At February 2, 2002, Michael Anthony's owned gold inventory was valued at
approximately $6,280,000. 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 terminable by Michael Anthony or the
respective gold lenders upon 30 days notice. If any gold lender were to
terminate its existing gold consignment arrangement, we do not believe we would
experience an interruption of our gold supply that would materially adversely
affect the business. Michael Anthony believes that other consignors


                                       17
<PAGE>
would be willing to enter into similar arrangements if any gold lender
terminates its relationship with Michael Anthony.

         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 2, 2002 there were
17,000 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 February 1999 until February 2, 2002, the closing price of
gold according to the Second London Gold Fix ranged from a low of $252.80 per
ounce to a high of nearly $325.50 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.

         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 2, 2002,
$7,951,000 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
payent of $1,149,000 due on October 10, 2005. In addition, the mortgage contains
restrictive financial covenants. As of February 2, 2002, $1,785,000 of principal
remained outstanding under the mortgage.

         At February 2, 2002, the Company had a line of credit arrangement with
a commercial bank which varies seasonally from $10,000,000 to $18,350,000. On
October 20, 2001, the Bank temporarily increased the Company's line of credit to
$24,000,000. This temporary increase was repaid on December 21, 2001. The line
of credit is secured by certain assets of the Company, including accounts
receivable and inventory. Borrowings under the facility bear interest, at the
Company's option, at (a) the bank's prime rate, (b) the fixed rate loan (as
defined in the agreement) or (c) the adjusted Eurodollar rate plus 2.5%. The
line of credit expires on July 31, 2002 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, we believe that other lenders would


                                       18
<PAGE>

be willing to enter into a similar arrangement. As of February 2, 2002,
$3,300,000 was outstanding under the line of credit. The amount was repaid in
full on February 13, 2002.

         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 2, 2002, approximately
$823,000 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 2, 2002, approximately
$427,000 of principal remained outstanding under the loan.

         During fiscal 2002, cash used from operating activities was $2,127,000.
This was primarily the result of an increase in inventory and accounts
receivable, offset by depreciation and amortization, and the provision for sales
returns. The increase in inventory at year end was primarily due to the increase
in projected sales for the months of February and March 2002.

         Cash of $1,357,000 was utilized for investing purposes during fiscal
2002, primarily for the purchase of machinery and equipment.

         During fiscal 2002, cash provided by financing activities totaled
$1,499,000. This was primarily attributed to the net proceeds from the line of
credit which were offset by payments of long-term debt.

         For fiscal 2003, Michael Anthony projects capital expenditures of
approximately $1,000,000, which includes machinery and equipment expenses and
certain improvements on its leased and owned properties. See Item 2.
"Properties" and Item 13. "Certain Relationships And Related Transactions."

         We believe that our existing lines of credit provide sufficient funding
for our operations. In the event that we require additional financing during
fiscal 2003, it will be necessary to fund this requirement through expanded
credit facilities with existing or other lenders. We believe that additional
financing can be arranged.

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:


                                       19
<PAGE>


         (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 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
(SFAS 141), which supersedes APB Opinion No. 16, "Business Combinations". SFAS
No. 141 eliminates the pooling-of-interests method of accounting for business
combinations and modifies the application of the purchase accounting method. The
elimination of the pooling-of-interests method is effective for transactions
initiated after June 30, 2001. The remaining provisions of SFAS No. 141 will be
effective for transactions accounted for using the purchase method that are
completed after June 30, 2001. The Company is currently reviewing the statement,
but does not anticipate the new standard will have any effect on its financial
statements.

         In July 2001, the FASB also issued Statement of Financial Accounting
Standards No. 142, "Goodwill and Intangible Assets" (SFAS No. 142), which
supersedes APB Opinion No. 17, "Intangible Assets". SFAS No. 142 eliminates the
current requirement to amortize goodwill and indefinite-lived intangible assets,
addresses the amortization of intangible assets with a defined life and
addresses the impairment testing and recognition for goodwill and intangible
assets. SFAS 142 will apply to goodwill and intangible assets arising from
transactions completed before and after the Statement's effective date. SFAS No.
142 is effective for fiscal 2003. As of February 2, 2002, the Company had no
goodwill or intangible assets with indefinite lives. Therefore, this standard
has no impact on the financial statements.

         In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment of Disposal of Long-Lived Assets. SFAS No. 144 requires that those
long-lived assets be measured at the lower of carrying amount of fair value less
cost to sell, whether reported in continuing


                                       20
<PAGE>
operations or in discontinued operations. Therefore, discontinued operations
will no longer be measured at net realizable value or include amounts for
operating losses that have not occurred. SFAS No. 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001 and,
generally, is to be applied prospectively. The Company does not expect the
adoption of SFAS No. 144 to have a material effect on its financial condition or
results of operations.

         In November 2001, the FASB Emerging Issues Task Force released Issue
01-9, "Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor's Products)." The scope of Issue 01-9 includes vendor
consideration to any purchasers of the vendor's products at any point along the
distribution chain, regardless of whether the purchaser receiving the
consideration is a direct customer of the vendor. Issue 01-9 is to be applied to
annual or interim periods beginning after December 15, 2001. Our adoption,
effective February 3, 2002 will not change the Company's presentation of
cooperative advertising expenses.

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. 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.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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




                                       21
<PAGE>


         PART III

ITEM 9.  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 10. EXECUTIVE COMPENSATION.

         The information contained under the heading "Executive Compensation" of
Michael Anthony's Proxy Statement for the 2002 Annual Meeting of Stockholders is
incorporated herein by reference.

ITEM 11. 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 2002 Annual Meeting
of Stockholders is incorporated by reference herein.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information contained under the heading "Certain Transactions" of
Michael Anthony's Proxy Statement for the 2002 Annual Meeting of Stockholders is
incorporated herein by reference. See also Item 2. "Properties."




                                       22
<PAGE>


         PART IV

ITEM 13. 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>
  (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.

         The financial statement schedule should be read in conjunction with the
financial statements in the 2002 Annual Report to Stockholders.

   (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")

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
</TABLE>


                                       23
<PAGE>
<TABLE>
<CAPTION>
   Exhibit
      No.                           Description                                           Page No.
      ---                           -----------                                           --------

<S>             <C>                                                  <C>
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 this Form 10-K.
                International Inc.

10.1            Consignment Agreement dated as of August 20, 1993    Filed as Exhibit 10.40 to the 1993 Form 10-K; and
                between the Registrant and Registrant's Gold         Exhibit 10.45 to the 2000 Form 10-K
                Lenders, as amended

10.2            Security Agreement dated as of August 20, 1993       Filed as Exhibit 10.39 to the 1993 Form 10-K;
                among the Registrant and Registrant's Gold           Exhibit 10.5 to the October 1995 Form 10-Q;
                Lenders, as amended                                  Exhibit 10.6 to the October 1995 Form 10-Q and as
                                                                     Exhibit 10.44 to the 2000 10-K.

10.3            Amended and Restated Consignment Agreement dated     Filed as Exhibit 10.44 to the 1993 Form 10-K
                as of August 20, 1993 between the Registrant and
                ABN AMRO Bank N.V., New York Branch

10.4            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

10.5            Consignment Agreement dated as of January 31, 1994     Filed as Exhibit 10.46 to the 1994 Form 10-K
                (effective as of May 16, 1994) between the
                Registrant and Credit Suisse, New York Branch

10.6            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

10.7            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
</TABLE>


                                       24
<PAGE>
<TABLE>
<CAPTION>
   Exhibit
      No.                           Description                                           Page No.
      ---                           -----------                                           --------

<S>             <C>                                                  <C>
10.8            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
10.9            Fifth Amendment to Assignment of Trademarks and      Filed as Exhibit 10.7 to the October 1995 Form
                Service Marks dated October 20, 1995 among           10-Q
                Registrant and Registrant's gold lenders

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

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

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

10.13           1993 Long-term Incentive Plan of the Registrant      Filed as Exhibit 10.54 to the 1998 Form 10-K

10.14           1993 Non-Employee Directors' Stock Option Plan of    Filed as Exhibit 10.55 to the 1998 Form 10-K
                the Registrant
10.15           Loan and Security Agreement, dated January 29,       Filed as Exhibit 10.33 to the 1999 Form 10-K;
                1999, by and between the Registrant and General      Exhibit 10.34 to the 1999 Form 10-K
                Electric Capital Business Asset Funding
                Corporation, as amended

10.16           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

10.17           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
</TABLE>




                                       25
<PAGE>
<TABLE>

<S>             <C>                                                  <C>
10.18           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

10.19           Consignment Agreement dated as of November 29,1999   Filed as Exhibit 10.40 to the 2000 Form 10-K
                between Registrant and Mitsui & Co. (U.S.A.), Inc.

10.20           Amended and Restated Intercreditor Agreement         Filed as Exhibit 10.41 to the 2000 Form 10-K; as
                dated, January 28, 1999 among Registrant and         Exhibit 10.42 to the 2000 Form 10-K
                Registrant's gold lenders, as amended

10.21           Second Amendment and Agreement to Amended and        Filed as Exhibit 10.43 to the 2000 Form 10-K
                Restated Collateral Sharing  Agreement, dated
                March 1,2000, among Registrant and Registrant's
                gold lenders

10.22           1999 Employee Change of Control Plan of the          Filed as Exhibit 10.46 to the 2000 Form 10-K
                Registrant

10.23           1999 Non-Employee Director Change of Control Plan    Filed as Exhibit 10.47 to the 2000 Form 10-K
                of the Registrant
10.24           Assumption Agreement dated September16, 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

10.25           Promissory Note dated August 16, 2000 issued by      Filed as Exhibit 10.37 to the 2001 Form 10-K
                Registrant to the Chase Manhattan Bank

10.26           Consignment Agreement dated January 22, 2001         Filed as Exhibit 10.26 to this Form 10-K
                between the Company and Commerzbank International
                S.A.

10.27           Fourth Amendment to the Restated Intercreditor       Filed as Exhibit 10.27 to this Form 10-K
                Agreement dated January 31, 2002 among Registrant,
                Registrant's Gold Lenders, JPMorgan Chase Bank and
                General Electric Capital Business Asset Funding
                Corporation
</TABLE>




                                       26
<PAGE>

<TABLE>

<S>           <C>                                                    <C>
10.28         Fifth Amendment and Agreement to Amended and           Filed as Exhibit 10.28 to this Form 10-K
              Restated Collateral Sharing Agreement dated January
              31, 2002 among Registrant and Registrant's Gold
              Lenders

10.29         Ninth Amendment to Amended and Restated Security       Filed as Exhibit 10.29 to this Form 10-K
              Agreement dated January 31, 2002 among Registrant
              and Registrant's Gold Lenders

10.30         Fourth Amendment to Security Agreement (Trademarks     Filed as an Exhibit to this Form 10-K
              and Service Marks) dated January 31, 2002 among
              Registrant and Registrant's Gold Lenders

10.31         Twelfth Amendment and Agreement to Consignment         Filed as Exhibit 10.31 to this Form 10-K
              Agreement dated January 31, 2002 between the Company
              and Fleet Precious Metals, Inc.

10.32         Consignment Agreement dated January 31, 2002 between   Filed as Exhibit 10.32 to this Form 10-K
              the Company and Sovereign Precious Metals, LLC

10.33         Employment Agreement between the Company and Claudia   Filed as Exhibit 10.33 to this Form 10-K
              Hollingsworth dated February 2, 2002

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
</TABLE>


REPORT ON FORM 8-K

         None



                                       27
<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:  April 22, 2002          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                       April 22, 2002
-----------------------------------           and Chief Executive Officer
(Michael W. Paolercio)                       (Principal Executive Officer)

/s/ Anthony Paolercio                          Co-Chairman of the Board                       April 22, 2002
-----------------------------------            and Chief Operating Officer
(Anthony Paolercio, Jr.)

/s/ Claudia Hollingsworth                      President and Director                         April 22, 2002
-----------------------------------
(Claudia Hollingsworth)

/s/ Allan Corn                                 Chief Financial Officer,                       April 22, 2002
-----------------------------------
(Allan Corn)                                   Senior Vice President
                                               and Director (Principal
                                               Accounting Officer)

/s/ Michael A. Paolercio                       Senior Vice President,                         April 22, 2002
-----------------------------------            Treasurer and Director
(Michael Anthony Paolercio)

/s/ Michael Wager                              Director                                       April 22, 2002
-----------------------------------
(Michael Wager)

/s/ David Harris                               Director                                       April 22, 2002
-----------------------------------
(David Harris)

/s/ Nathan Light                               Director                                       April 22, 2002
-----------------------------------
(Nathan Light)

/s/ Barry Scheckner                            Director                                       April 22, 2002
-----------------------------------
(Barry Scheckner)
</TABLE>




                                       28
<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 2, 2002 and January 27, 2001 and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended February 2, 2002.
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 2, 2002, and January 27, 2001 and
the result of their operations and their cash flows for each of the three years
in the period ended February 2, 2002, in conformity with accounting principles
generally accepted in the United States.



BDO Seidman, LLP
New York, New York
March 28, 2002



                                      F-1
<PAGE>



                 MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
ASSETS                                                                 February 2,    January 27,
------
                                                                          2002           2001
                                                                        --------       --------
<S>                                                                     <C>            <C>
CURRENT ASSETS:
     Cash and equivalents                                               $  2,129       $  4,114
     Accounts receivable:
        Trade (less allowances of $4,255 and $2,536, respectively)        17,067         15,105
        Other                                                                153            224
     Inventories                                                          25,826         20,496
     Prepaid expenses and other current assets                             1,544          1,424
     Deferred taxes                                                          672          1,186
                                                                        --------       --------

          Total current assets                                            47,391         42,549

PROPERTY, PLANT AND EQUIPMENT - net                                       17,605         19,675
INTANGIBLES - net                                                              -             62
OTHER ASSETS                                                                 364          1,049
                                                                        --------       --------
                                                                        $ 65,360       $ 63,335
                                                                        ========       ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
     Accounts payable - trade                                           $  2,321       $  3,302
     Line of credit                                                        3,300              -
     Current portion of long-term debt                                     1,820          1,696
     Taxes payable                                                         1,274            529
     Accrued expenses                                                      3,952          3,791
                                                                        --------       --------

          Total current liabilities                                       12,667          9,318
                                                                        --------       --------

LONG-TERM DEBT                                                             9,166         10,987
                                                                        --------       --------
DEFERRED TAXES                                                                35            349
                                                                        --------       --------

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; 8,329,000 and
         8,317,000 shares issued and outstanding  as of
         February 2, 2002, and January 27, 2001, respectively                  8              8
     Additional paid-in capital                                           32,221         32,196
     Retained earnings                                                    17,753         16,802
     Accumulated comprehensive loss                                          (61)             -
     Treasury stock, 2,143,000 and 2,095,000 shares as of
         February 2, 2002 and January 27, 2001, respectively              (6,429)        (6,325)
                                                                        --------       --------

               Total stockholders' equity                                 43,492         42,681
                                                                        --------       --------
                                                                        $ 65,360       $ 63,335
                                                                        ========       ========
</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 2,     January 27,     January 29,
                                                   2002            2001            2000
                                                 ---------       ---------       ---------

<S>                                              <C>             <C>             <C>
NET SALES                                        $ 141,918       $ 124,718       $ 144,937
COST OF GOODS SOLD                                 113,263          99,983         110,096
                                                 ---------       ---------       ---------

          GROSS PROFIT ON SALES                     28,655          24,735          34,841

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                          24,435          24,940          28,257
                                                 ---------       ---------       ---------

          OPERATING INCOME/(LOSS)                    4,220            (205)          6,584
                                                 ---------       ---------       ---------

OTHER INCOME (EXPENSES):
     Gold consignment fee                           (1,379)         (1,039)         (1,483)
     Interest expense                               (1,427)         (1,222)         (1,216)
     Interest income                                    68             139             175
     Other income                                       51               1             167
                                                 ---------       ---------       ---------

         TOTAL OTHER EXPENSES                       (2,687)         (2,121)         (2,357)
                                                 ---------       ---------       ---------

INCOME/(LOSS) BEFORE INCOME TAXES                    1,533          (2,326)          4,227

INCOME TAX PROVISION/(BENEFIT)                         582            (886)          1,607
                                                 ---------       ---------       ---------

NET INCOME/(LOSS)                                $     951       $  (1,440)      $   2,620
                                                 =========       =========       =========

EARNINGS/(LOSS) PER SHARE - Basic
   Income/(loss)                                 $     .15       $    (.23)      $     .40
                                                 =========       =========       =========

EARNINGS/(LOSS) PER SHARE - Diluted
   Income/(loss)                                 $     .15       $    (.23)      $     .39
                                                 =========       =========       =========

WEIGHTED AVERAGE NUMBER OF SHARES - Basic            6,203           6,319           6,592
                                                 =========       =========       =========
WEIGHTED AVERAGE NUMBER OF SHARES - Diluted          6,314           6,319           6,702
                                                 =========       =========       =========
</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     Loss       Shares     Dollars     Total
                                    --------    --------    --------    --------   --------    --------    --------    --------

<S>                                 <C>        <C>         <C>         <C>          <C>          <C>       <C>         <C>
Balance - January 30, 1999             8,288    $      8    $ 31,762    $ 15,622          -      (1,457)   $ (4,094)   $ 43,298

Purchase of treasury stock                 -           -           -           -          -        (494)     (1,938)     (1,938)

Proceeds from exercise of
  stock options                           15           -          44           -          -           -           -          44

Issuance of stock                          5           -          20           -          -           -           -          20

Net income                                 -           -           -       2,620          -                               2,620
                                    --------    --------    --------    --------   --------    --------    --------    --------

Balance - January 29, 2000             8,308           8      31,826      18,242          -      (1,951)     (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          -      (2,095)     (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)     (2,143)   $ (6,429)   $ 43,492
                                    ========    ========    ========    ========   ========    ========    ========    ========
</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 2     January 27,   January 29,
                                                                    2002            2001         2000
                                                                 ----------      ---------     ----------

<S>                                                             <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income/(loss)                                           $    951       $ (1,440)      $  2,620
    Adjustments to reconcile net income/(loss) to net cash
      provided by operating activities:
             Depreciation and amortization                         3,501          3,547          4,091
             Provision for doubtful accounts                         (54)            79             60
             Provision for sales returns                           1,773          1,450           (110)
             Deferred tax (benefit)/provision                        200           (572)          (293)
             Gain/(loss) on disposal of property, plant
               and equipment                                          (6)            45            (45)
    Provision for stock compensation                                  25             25             20
    (Increase)/decrease in operating assets:
             Accounts receivable                                  (3,610)         8,950          3,639
             Inventories                                          (5,330)        (4,226)        (2,058)
             Prepaid expenses and other current assets              (120)           137              8
             Other assets                                            679           (474)           210
    Increase/(decrease) in operating liabilities:
             Accounts payable                                       (981)         1,104           (610)
             Taxes payable                                           745         (1,445)         1,162
             Accrued expenses                                        100         (1,150)           789
                                                                --------       --------       --------

                Net cash (used in)/provided by in
                         operating activities                     (2,127)         6,030          9,483
                                                                --------       --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                     (1,365)        (2,553)        (6,642)
    Proceeds from sale of equipment                                    8              7            175
                                                                --------       --------       --------

                  Net cash used in investing activities           (1,357)        (2,546)        (6,467)
                                                                --------       --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt
      and capital lease liabilities                               (1,697)        (1,657)          (404)
    Proceeds from long-term debt                                       -              -            901
    Proceeds from line of credit                                  24,000         17,100         16,400
    Payments to line of credit                                   (20,700)       (17,100)       (16,400)
    Proceeds from exercise of stock options                            -              -             44
    Purchase of treasury stock                                      (104)          (293)        (1,938)
                                                                --------       --------       --------

                  Net cash provided by/(used in)
                      financing activities                         1,499         (1,950)        (1,397)
                                                                --------       --------       --------

NET (DECREASE)/INCREASE IN CASH                                   (1,985)         1,534          1,619

CASH AND EQUIVALENTS AT BEGINNING OF YEAR                          4,114          2,580            961
                                                                --------       --------       --------

CASH AND EQUIVALENTS AT END OF YEAR                             $  2,129       $  4,114       $  2,580
                                                                ========       ========       ========
</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 2, January 27, January 29,
                                                         2002        2001        2000
                                                        ------      ------      ------


<S>                                                     <C>         <C>         <C>
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

     Investing:
       Mortgage incurred with purchase of building       $   -      $    -      $  929

       Issuance of warrants                              $   -      $  345      $    -

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:

     Cash paid during the year for:
      Interest and gold consignment fees                $2,747      $2,399      $2,959
      Income taxes                                      $  428      $1,441      $  804
</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 fine jewelry
        whose customers include jewelry chain stores, discount stores,
        department stores, television home shopping networks, catalogue
        retailers, 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. Leasehold improvements are amortized over
        the lesser of the estimated life of the asset or the lease.



                                      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
        2002, 2001 and 2000 the Company capitalized approximately $475,000,
        $538,000 and $556,000, respectively.

        Intangibles
        -----------

        Intangible assets which became fully amortized in fiscal 2002 (net of
        accumulated amortization of $1,938,000 as of January 27, 2001),
        consisted of patents which were amortized on a straight-line basis over
        the lives of the patents, approximately 14 years and a
        covenant-not-to-compete which was amortized on a straight-line basis
        over the life of the covenant of five years.

        Long-lived Assets
        -----------------

        In accordance with Statement of Financial Accounting Standards ("SFAS")
        No. 121, "Accounting for the Impairment of Long-lived Assets and for
        Long-lived Assets to be Disposed Of ", long-lived assets, consisting of
        property, plant and equipment, to be held, and used are reviewed by the
        Company for impairment whenever events or changes in circumstances
        indicate that the carrying amount of an asset may not be recoverable.

        If a review for recoverability is necessary, the Company estimates the
        future cash flows expected to result from the use of the asset and its
        eventual disposition. If the sum of the expected future cash flows
        (undiscounted and without interest charges) is less than the carrying
        amount of the asset, an impairment loss is recognized. Otherwise, an
        impairment loss is not recognized. Any impairment loss recognized is
        measured as excess of carrying amount of the asset over the fair value
        of the asset. For the years ended February 2, 2002, January 27, 2001 and
        January 29, 2000, 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. Additionally, the Company
        enters into arrangements for certain customers of its rope chain and
        tubing products whereby the gold value of the finished product is
        transferred in the form of fine gold ounces from the customer to the
        Company. The value of the finished product that exceeds the gold content
        value is recovered as revenue and the related cost to manufacture is
        recorded as an expense ("tolling arrangements").

        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.

        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 2,
        2002, January 27, 2001 and January 29, 2000, in connection with three
        significant catalog revisions, approximately $-0-, $36,000, and
        $169,000, respectively, had been capitalized. Included in the statements
        of operations for the years ended February 2, 2002, January 27, 2001 and
        January 29, 2000, is amortization expense of $36,000, $110,000 and
        $124,000, 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 2, 2002, January 27, 2001 and January 28, 2000 were $1,078,000,
        $1,051,000 and $1,030,000, 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 our cooperative advertising programs are accrued as the related
        revenues are recognized. Total advertising expenses were $4,464,000,
        $5,038,000 and $6,057,000 for the years ended February 2, 2002, January
        27, 2001 and January 29, 2000, respectively.

        Cash Equivalents
        ----------------

        Highly liquid investments with maturities of three months or less at the
        date of acquisition 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 Accumulated comprehensive loss
        (a component of stockholders' equity) and reclassified



                                      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)
        --------------------------------

        into earnings in the same 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.

        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. 2,     Jan. 27,           Jan. 29,
                                                                   2002         2001               2000
          ------------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>                <C>
          Numerator:
             Net income (loss) available to
                common shareholders                                $951        $(1,440)            $2,620
          ------------------------------------------------------------------------------------------------
             Denominator (shares in thousands):
             Weighted-average shares
                 outstanding                                      6,203          6,319              6,592
             Effect of dilutive securities:
                Stock options and warrants                          111              -                110
          ------------------------------------------------------------------------------------------------
             Adjusted weighted-average
                 shares and assumed
                 conversions                                      6,314          6,319              6,702
          ------------------------------------------------------------------------------------------------
</TABLE>

        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. 2,        Jan. 27,       Jan. 29,
                                                               2002            2001              2000
                                                          --------------    ------------    --------------

<S>                                                          <C>              <C>              <C>
               Number of options                             966,000          760,000          896,000
               Weighted-average exercise price                 $2.49            $2.79            $3.18
</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)

       New Accounting Pronouncements Not Yet Adopted
       ---------------------------------------------

       In July 2001, the Financial Accounting Standards Board ("FASB") issued
       Statement of Financial Accounting Standards No. 141, "Business
       Combinations" (SFAS 141), which supersedes APB Opinion No. 16, "Business
       Combinations". SFAS No. 141 eliminates the pooling-of-interests method of
       accounting for business combinations and modifies the application of the
       purchase accounting method. The elimination of the pooling-of-interests
       method is effective for transactions initiated after June 30, 2001. The
       remaining provisions of SFAS No. 141 will be effective for transactions
       accounted for using the purchase method that are completed after June 30,
       2001. The Company is currently reviewing the statement, but does not
       anticipate the new standard will have any effect on its financial
       statements.

       In July 2001, the FASB also issued Statement of Financial Accounting
       Standards No. 142, "Goodwill and Intangible Assets" (SFAS No. 142), which
       supersedes APB Opinion No. 17, "Intangible Assets". SFAS No. 142
       eliminates the current requirement to amortize goodwill and
       indefinite-lived intangible assets, addresses the amortization of
       intangible assets with a defined life and addresses the impairment
       testing and recognition for goodwill and intangible assets. SFAS 142 will
       apply to goodwill and intangible assets arising from transactions
       completed before and after the Statement's effective date. SFAS No. 142
       is effective for fiscal 2003. As of February 2, 2002, the Company had no
       goodwill or intangible assets with indefinite lives. Therefore, this
       standard has no impact on the financial statements.

       In August 2001, the FASB issued SFAS No. 144, Accounting for the
       Impairment of Disposal of Long-Lived Assets. SFAS No. 144 requires that
       those long-lived assets be measured at the lower of carrying amount of
       fair value less cost to sell, whether reported in continuing operations
       or in discontinued operations. Therefore, discontinued operations will no
       longer be measured at net realizable value or include amounts for
       operating losses that have not occurred. SFAS No. 144 is effective for
       financial statements issued for fiscal years beginning after December 15,
       2001 and, generally, is to be applied prospectively. The Company does not
       expect the adoption of SFAS No. 144 to have a material effect on its
       financial condition or results of operations.

       In November 2001, the FASB Emerging Issues Task Force released Issue
       01-9, "Accounting for Consideration Given by a Vendor to a Customer
       (Including a Reseller of the Vendor's Products)." The scope of Issue 01-9
       includes vendor consideration to any purchasers of the vendor's products
       at any point along the distribution chain, regardless of



                                      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)

       New Accounting Pronouncements Not Yet Adopted  (Continued)
       ---------------------------------------------

       whether the purchaser receiving the consideration is a direct customer of
       the vendor. Issue 01-9 is to be applied to annual or interim periods
       beginning after December 15, 2001. The adoption, effective February 3,
       2002, will not change the Company's presentation of cooperative
       advertising expenses.

       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
       ---------------

       The Company's fiscal year end is the Saturday closest to the end of
       January. The financial statements for the fiscal years ended February 2,
       2002, January 27, 2001 and January 29, 2000 were comprised of 53, 52 and
       52 weeks, respectively.

       Reclassifications
       -----------------

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

2.     INVENTORIES
       -----------

<TABLE>
<CAPTION>
         Inventories consist of:                                     February 2,           January 27,
                                                                        2002                  2001
                                                                     ----------           -----------
                                                                             (In thousands)

<S>                                                                   <C>                   <C>
                          Finished goods                              $42,151               $32,837
                          Work in process                              18,494                14,636
                          Raw materials                                 5,816                 3,741
                                                                     --------              --------
                                                                       66,461                51,214
                          Less:
                           Consigned gold                              40,635                30,718
                                                                      -------              --------
                                                                      $25,826               $20,496
                                                                      =======               =======
</TABLE>

        At February 2, 2002 and January 27, 2001, inventories excluded
        approximately 143,000 and 117,000 ounces of gold on consignment,
        respectively.



                                      F-13
<PAGE>


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

3.     PROPERTY, PLANT AND EQUIPMENT
       -----------------------------

        Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                     February 2,           January 27,
                                                                        2002                  2001
                                                                      -------               -------
                                                                             (In thousands)

<S>                                                                   <C>                   <C>
                  Machinery and equipment                             $41,198               $41,351
                  Building and building improvements                   12,677                11,381
                  Land                                                  2,341                 2,192
                                                                      -------               -------
                                                                       56,216                54,924
                  Less:  Accumulated depreciation
                            and amortization                           38,611                35,249
                                                                      -------               -------
                                                                      $17,605               $19,675
                                                                      =======               =======
</TABLE>

4.     GOLD CONSIGNMENT AGREEMENTS
       ---------------------------

       The Company has gold consignment agreements with gold lenders. Under the
       terms of the agreements, the Company is entitled to lease the lesser of
       an aggregate amount of 240,000 ounces, or an aggregate consigned gold
       value not to exceed $79,000,000. 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.

       In December 2001, Michael Anthony was notified by one of its gold lenders
       that it planned to discontinue its involvement in gold trading and
       jewelry financing. In January 2002, the Company received approval from a
       new gold lender, and in February 2002, began a relationship with this new
       lender.

       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.




                                      F-14
<PAGE>


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

4.     GOLD CONSIGNMENT AGREEMENTS (Continued)
       ---------------------------

       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. The Company was in compliance of all restrictive
       covenants as of February 2, 2002.

5.     ACCRUED EXPENSES
       ----------------

       Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                                     February 2,           January 27,
                                                                        2002                  2001
                                                                       ------                ------
                                                                              (In thousands)
<S>                                                                    <C>                   <C>
                Accrued advertising                                    $2,259                $1,930
                Accrued payroll expenses                                  655                   845
                Customer deposits payable                                 222                   331
                Accrued interest                                          239                   179
                Other accrued expenses                                    577                   506
                                                                       ------                ------
                                                                       $3,952                $3,791
                                                                       ======                ======
</TABLE>



6.     LONG-TERM DEBT
       --------------

       Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                    February 2,        January 27,
                                                                                       2002              2001
                                                                                    ---------          --------
                                                                                          (In thousands)

<S>                                                                                      <C>            <C>
        Note payable - interest at 6.85%, interest only of $60,000 payable
        monthly for first year, interest and principal of $157,000 payable
        monthly over a seven-year term through
        January 2007.(a)                                                                 $7,951         $9,240

        Mortgage payable - interest at 8%, interest and principal of $24,000
        payable monthly over a ten-year term through
        October 2005.(b)                                                                  1,785          1,924

        Note payable - interest at 7.05%, interest and principal of $8,500
        payable monthly over a fifteen year term
        through March 2014.(c)                                                             823            865

        Mortgage payable - interest at 7.5%, interest and principal of $22,000
        payable monthly over a four-year term through
        September 2003.(d)                                                                  427            654
                                                                                       --------     ----------
                                                                                         10,986         12,683
                 Less: current portion                                                    1,820          1,696
                                                                                        -------     ----------
                                                                                         $9,166        $10,987
                                                                                        =======     ==========
</TABLE>



                                      F-15
<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,
       2002. Additionally, the mortgage agreement contains certain restrictive
       financial covenants. The Company was in compliance of all restrictive
       financial covenants as of February 2, 2002.

       (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 2, 2002 are as follows (in
       thousands):

                Year Ending January
                -------------------

                       2003                                          1,820
                       2004                                          1,873
                       2005                                          1,812
                       2006                                          3,042
                       2007                                          1,874
                   Thereafter                                          565
                                                                   -------
                                                                   $10,986
                                                                   =======



                                      F-16
<PAGE>


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

7.     LINE OF CREDIT
       --------------

       At February 2, 2002, the Company had a credit arrangement with a
       commercial bank which varies seasonally from $10,000,000 to $18,350,000
       (the "line of credit"). On October 20, 2001, the Bank temporarily
       increased the Company's line of credit to $24,000,000. This temporary
       increase was repaid on December 21, 2001. The line of credit is secured
       by a lien on certain assets of the Company, including accounts receivable
       and inventory. Borrowings under the facility bear interest at the
       Company's option of the bank's prime rate, the fixed rate loan (as
       defined in the agreement) or the adjusted Eurodollar rate plus 2.5%. The
       line of credit expires on July 31, 2002 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 2, 2002, there was $3,300,000 outstanding under the line of
       credit. The amount was repaid in full on February 13, 2002.

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 2, 2002            January 27, 2001
                                                             ----------------            ----------------
                                                          Carrying         Fair       Carrying        Fair
                                                            Value          Value        Value         Value
                                                            -----          -----        -----         -----
                                                                             (In thousands)
<S>                                                         <C>           <C>         <C>          <C>
        Notes with lenders:
             6.85% note payable                             $7,951        $8,044      $9,240       $9,496
             8.0% mortgage payable                           1,785         1,915       1,924        2,040
             7.05% note payable                                823           839         865          891
             7.5% mortgage payable                             427           453         654          654
</TABLE>


        The Company believes the carrying amount of the following financial
        instruments is 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-17
<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 2, 2002, there were 17,000 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 2,
       2002, the fair value of these contracts, which are determined by quoted
       market prices and expire through June 25, 2002 was $61,000 which was
       recorded as accumulated comprehensive income and will be reclassed to
       cost of goods sold during fiscal 2003. 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 collectability of all
       receivables.




                                      F-18
<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:

                                                     Year Ended
                                      ---------------------------------------
                                      February 2,  January 27,    January 29,
                                         2002          2001          2000
                                       -------       -------       -------
                                                  (In thousands)
             Current:
                  Federal              $   342       $  (268)      $ 1,630
                  State and local           40           (46)          270
                                       -------       -------       -------
                                           382          (314)        1,900
             Deferred income tax           200          (572)         (293)
                                       -------       -------       -------
                        Total          $   582       $  (886)      $ 1,607
                                       =======       =======       =======

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

<TABLE>
<CAPTION>
                                                                  Year Ended
                                                    --------------------------------------
                                                    February 2,   January 27,  January 29,
                                                       2002          2001         2000

<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-19
<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):

                                               February 2,   January 27,
                                                  2002          2001
                                                -------       -------
         Non-current deferred tax items:
           Difference between book and tax
             depreciation methods               $   (35)      $  (349)
                                                -------       -------

         Current deferred tax assets:
           Reserves for sales returns and
             doubtful accounts                      473           964
           Other                                    199           222
                                                -------       -------

                                                    672         1,186
                                                -------       -------

           Net deferred tax asset               $   637       $   837
                                                =======       =======

10.    RELATED PARTY TRANSACTIONS
       --------------------------

       On September 16, 1999, the Company acquired two buildings which house two
       manufacturing facilities, located at 70 and 60 South MacQuesten Parkway,
       Mount Vernon, New York from MacQuesten Realty Company ("MRC"), a
       partnership consisting of certain stockholders of the Company, for a
       price of $2,450,000.

       Rent expense related to the MRC leases for the year ended January 29,
       2000 amounted to $349,000, principally for manufacturing and distribution
       facilities.

       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 accrues at the rate of 8% per annum
       until the maturity date of December 31, 2002.



                                      F-20
<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
       6% 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 2, 2002, the future guaranteed royalty commitments are
       $152,000 for the fiscal year ending February 1, 2003.

       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 2, 2002 the unamortized balance was
       $247,000 and is recorded in prepaid and other current assets.

12.    STOCK PLANS
       -----------

       The Company has elected to continue to account for employees stock-based
       transactions under Accounting Principles Board No. 25, "Accounting for
       Stock Issued to Employees". Since the exercise price of all stock options
       granted under the stock plans were equal to the price of the stock at the
       date of grant, no compensation has been recognized by the Company. Under
       the Company's stock option agreements, had the compensation expense been
       determined based upon the fair value at the grant date consistent with
       the methodology prescribed under SFAS No. 123, "Accounting for Stock
       Based Compensation," the Company's pro forma, net income (loss) and
       earnings (loss) per share would have been net income/(loss) of $828,000,
       $(1,526,000) and $2,543,000, and $.13, $(.24) and $.38 earnings/(loss)
       per share for the years ended February 2, 2002, January 27, 2001 and
       January 29, 2000, respectively. The weighted average per share fair value
       of the options granted during the years ended February 2, 2002, January
       27, 2001 and January 29, 2000 were estimated at $.67, $.75 and $1.11,
       respectively, on the dates of grant using the Black-Scholes
       option-pricing model with the following weighted average assumptions:



                                      F-21
<PAGE>


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

12.    STOCK PLANS (Continued)
       -----------

                                           February 2,  January 27,  January 29,
                                              2002        2001          2000
                                              ----        ----          ----

               Expected life (years)            3            3            3
               Risk-free interest rates       6.5%         6.5%         6.5%
               Expected volatility           60.0%        60.0%        49.7%
               Expected dividend yield          -            -            -

        The pro forma effect on net income and earnings per share for the year
        ended February 2, 2002 may not be representative of the pro forma effect
        in future years because it includes compensation cost on a straight line
        basis over the vesting periods of the grants.

        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-22
<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 30, 1999                      648,500       $3.33            $2.13 - $6.13

              Lapsed                                               (86,000)      $5.35            $2.75 - $6.13
              Exercised                                            (15,000)      $2.94            $2.94
              Granted                                              288,000       $3.51            $3.13 - $3.63
                                                                  --------

              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
                                                                  ========
</TABLE>


        Options exercisable at February 2, 2002 were for 271,510 shares of
        common stock at prices between $2.88 - $3.63 a share. At February 2,
        2002, shares for future option grants totaling 1,287,980 were available
        under the plan.



                                      F-23
<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 30, 1999                         65,000         $3.08        $2.39 - $5.00

              Lapsed                                                 (5,000)        $5.00        $5.00
              Granted                                                15,000         $3.27        $2.88 - $3.88
                                                                   --------

             Outstanding at January 29, 2000                         75,000         $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                         95,000         $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                        110,000         $2.73        $1.80 - $3.88
                                                                   ========
</TABLE>


       Options exercisable at February 2, 2002 for 66,850 shares of common stock
       at prices between $1.88 - $3.06 a share. At February 2, 2002, shares for
       future option grants totaling 140,000 were available under this 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-24
<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 at January 30, 1999                        96,000       $3.00      $3.00

                  Granted                                                     -        $  -       $  -
                                                                        -------

                   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
                                                                        =======
</TABLE>

       In connection with the distribution agreement with Almond, Almond was
       issued 300,000 shares of common stock purchase warrants. (See Note 11.)

       Options outstanding and exercisable at February 2, 2002 were as follows:

<TABLE>
<CAPTION>
                                                 OUTSTANDING                            EXERCISABLE
                                 --------------------------------------------    ---------------------------
                                                  Weighted
                                                   Average
                                                  Remaining       Weighted                       Weighted
                                                  Years of        Average                        Average
          Range of Exercise       Number of      Contractual      Exercise        Number of      Exercise
               Prices              Options          Life           Price           Options        Price
          -----------------      ---------------------------------------------------------------------------
<S>                                   <C>            <C>           <C>                <C>         <C>
            $1.80 - $2.75             707,000        4.1           $1.97              323,300     $1.69
            $2.81 - $3.06             149,000        1.0           $2.93              144,000     $2.93
            $3.13 - $3.88             221,020        2.1           $3.49              170,700     $3.45
                                 ---------------------------------------------------------------------------

                    In Total        1,077,020        3.3           $2.41              638,000     $2.44
                                 ---------------------------------------------------------------------------
</TABLE>



                                      F-25
<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 2, 2002, January 27, 2001 and January 29, 2000 is
       $72,000, $70,000 and $58,000 of expense for the employer portion of the
       contribution.

14.    SIGNIFICANT CUSTOMERS
       ---------------------

       Sales to the Company's two largest customers were approximately 17% and
       14%, 15% and 13%, and 15% and 13%, respectively, of net sales for the
       years ended February 2, 2002, January 27, 2001 and January 29, 2000. One
       customer accounted for approximately 16% of accounts receivable at
       February 2, 2002.

15.    STOCK REPURCHASE PROGRAM
       ------------------------

       In December 1995, the Company announced a Common Stock Repurchase
       Program, (the "1995 Stock Repurchase Program"), pursuant to which the
       Company 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 the Company may repurchase under the
       stock repurchase plan. On May 26, 1998, the Board of Directors authorized
       an increase of up to an additional 1,000,000 shares of common stock that
       the Company may repurchase under the Stock Repurchase Plan. During the
       years ended February 2, 2002, January 27, 2001 and January 29, 2000, the
       Company repurchased a total of 48,000, 144,000 and 494,000 shares,
       respectively, on the open market under the 1995 Stock Repurchase Program
       for an aggregate price of approximately $104,000, $293,000 and
       $1,938,000, 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.



                                      F-26
<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.







                                      F-27
<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 2, 2002                    Year Ended January 27, 2001
                                                      Quarter Ended                                   Quarter Ended
                                    -----------------------------------------------   ---------------------------------------------
                                       Apr. 28      Aug. 4,     Nov. 3,     Feb. 2,    Apr. 29,    Jul. 29,    Oct. 28,     Jan. 27,
                                         2001        2001        2001        2002        2000        2000        2000        2001
                                         ----        ----        ----        ----        ----        ----        ----        ----

<S>                                    <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Net sales(A)                           $ 29,176    $ 28,210    $ 50,981    $ 33,551    $ 25,700    $ 24,821    $ 41,045    $ 33,152

Cost of goods sold                       23,920      22,633      40,027      26,683      20,111      20,147      33,203      26,522
                                       --------    --------    --------    --------    --------    --------    --------    --------

    Gross profit                          5,256       5,577      10,954       6,868       5,589       4,674       7,842       6,630

Selling, general &
   administrative expenses                5,119       5,531       7,631       6,154       5,955       5,821       6,854       6,310
                                       --------    --------    --------    --------    --------    --------    --------    --------

Operating income/(loss)                     137          46       3,323         714        (366)     (1,147)        988         320

Other income (expense):
  Gold consignment fees                    (250)       (407)       (428)       (291)       (222)       (246)       (347)       (224)
  Interest expense                         (247)       (275)       (463)       (445)       (249)       (244)       (294)       (435)
  Interest income                            34           9           1          24          90          20           5          24
  Other - net                                 7          27          15           2          14          16          10         (39)
                                       --------    --------    --------    --------    --------    --------    --------    --------
Total other income (expense)               (456)       (646)       (875)       (710)       (367)       (454)       (626)       (674)

Income/(loss) from operations
  before income taxes                      (319)       (600)      2,448           4        (733)     (1,601)        362        (354)

Income tax provision/(benefit)             (116)       (234)        930           2        (279)       (608)        137        (136)
                                       --------    --------    --------    --------    --------    --------    --------    --------

Net (loss)/income                      $   (203)   $   (366)   $  1,518    $      2    $   (454)   $   (993)   $    225    $   (218)
                                       ========    ========    ========    ========    ========    ========    ========    ========


(Loss)/earnings per share (B):

Net (loss)/earnings per share             $(.03)   $   (.06)   $    .25    $    .00    $   (.07)   $   (.16)   $    .04    $   (.03)
                                       ========    ========    ========    ========    ========    ========    ========    ========
</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-28
<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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

The audits referred to in our report dated March 28, 2002 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 statements schedule listed in the accompanying index for the
years ended February 2, 2002 and January 27, 2001. The financial statements
schedule is the responsibility of management. Our responsibility is to express
an opinion on the financial statements schedule based on our audits.

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

/s/: BDO Seidman, LLP
BDO Seidman, LLP
New York, New York
March 28, 2002



















                                       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
----------------------------------------------------------------------------------------------------------------------------------
Allowance for doubtful
accounts:
----------------------------------------------------------------------------------------------------------------------------------


<S>                                 <C>                   <C>                        <C>                  <C>
Year ended February 2, 2002           $610                  $205                       $259                 $556
Year ended January 27, 2001            530                    60                         20                  610
Year ended January 29, 2000            538                    60                        (68)                 530

Allowance for sales returns:

Year ended February 2, 2002         $1,926                $3,699                    $(1,926)              $3,699
Year ended January 27, 2001            477                 1,926                       (477)               1,926
Year ended January 29, 2000            586                   397                       (506)                 477
</TABLE>


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
















                                       S-2