10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 10-Q (Mark One)
[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 2004 or
[	]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to __________
Commission File Number 1-6720 A. T. CROSS COMPANY (Exact name of registrant as specified in its charter)
Rhode Island (State or other jurisdiction of incorporation or organization)				05-0126220 (IRS Employer Identification No.)
One Albion Road, Lincoln, Rhode Island (Address of principal executive offices)				02865 (Zip Code)
Registrant's telephone number, including area code (401) 333-1200
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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No____
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of July 3, 2004:
		Class A common stock - Class B common stock -	13,205,196 shares 1,804,800 shares

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

A. T. CROSS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)			JULY 3, 2004		JANUARY 3, 2004
			(UNAUDITED)
ASSETS
Current Assets
	Cash and cash equivalents		$ 8,284		$ 8,295
	Short-term investments		6,980		7,927
	Accounts receivable, net		21,923		32,143
	Inventories
		Finished goods	11,415		8,647
		Work in process	5,657		4,182
		Raw materials	3,939		3,235
			21,011		16,064
	Deferred income taxes		4,469		4,471
	Other current assets		7,649		7,812
		Total Current Assets	70,316		76,712
Property, Plant and Equipment			127,226		125,305
	Less allowances for depreciation		102,594		99,380
Net Property, Plant and Equipment			24,632		25,925
Goodwill			7,408		7,408
Intangibles, Net			4,729		4,975
Deferred Income Taxes			2,667		2,702
Other Assets			417		424
Total Assets			$ 110,169		$ 118,146
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
	Line of credit		$ 2,000		$ 3,155
	Current maturities of long-term debt		1,350		1,350
	Accounts payable, accrued expenses and other liabilities		15,716		20,859
	Accrued compensation and related taxes		3,421		2,783
	Contributions payable to employee benefit plans		7,376		6,791
	Restructuring liabilities		327		995
		Total Current Liabilities	30,190		35,933
Long-Term Debt, Less Current Maturities			6,188		6,862
Accrued Warranty Costs			1,952		1,936
Commitments and Contingencies (Note N)			-		-
Shareholders' Equity
	Common stock, par value $1 per share:
	Class A - authorized 40,000,000 shares, 16,115,744 shares issued and
		13,205,196 shares outstanding at July 3, 2004, and 16,077,177
		shares issued and 13,216,629 shares outstanding at January 3, 2004	16,116		16,077
	Class B - authorized 4,000,000 shares, 1,804,800 shares issued and
		outstanding at July 3, 2004 and January 3, 2004	1,805		1,805
	Additional paid-in capital		16,173		15,975
	Unearned stock-based compensation		( 102	)	( 155	)
	Retained earnings		61,958		63,547
	Accumulated other comprehensive loss		( 325	)	( 328	)
			95,625		96,921
	Treasury stock, at cost		( 23,786	)	( 23,506	)
		Total Shareholders' Equity	71,839		73,415
Total Liabilities and Shareholders' Equity			$ 110,169		$ 118,146
See notes to condensed consolidated financial statements.

A. T. CROSS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(THOUSANDS OF DOLLARS,		THREE MONTHS ENDED				SIX MONTHS ENDED
EXCEPT PER SHARE AMOUNTS)		JULY 3, 2004		JUNE 28, 2003		JULY 3, 2004		JUNE 28, 2003
Net sales		$ 29,115		$ 29,519		$ 58,387		$ 55,745
Cost of goods sold		14,476		14,667		27,841		27,751
Gross Profit		14,639		14,852		30,546		27,994
Selling, general and administrative expenses		13,940		13,851		28,741		25,713
Service and distribution costs		1,028		742		1,984		1,325
Research and development expenses		444		509		952		1,057
Restructuring charges		383		-		1,523		-
Gain on disposition of asset held for sale		-		( 1,011	)	-		( 1,011	)
Operating (Loss) Income		( 1,156	)	761		( 2,654	)	910
Interest and other (expense) income		( 205	)	( 49	)	210		34
(Loss) Income from Operations Before Income Taxes		( 1,361	)	712		( 2,444	)	944
Income tax (benefit) expense		( 476	)	249		( 855	)	330
Net (Loss) Income		$ ( 885	)	$ 463		$ ( 1,589	)	$ 614
Basic and Diluted (Loss) Earnings Per Share:
Net (Loss) Income Per Share		$( 0.06	)	$ 0.03		$( 0.11	)	$ 0.04
Weighted Average Shares Outstanding:
	Denominator for Basic (Loss) Earnings Per Share	15,004		15,085		14,991		15,193
	Effect of dilutive securities	- ( A	)	68		- ( A	)	57
	Denominator for Diluted (Loss) Earnings Per Share	15,004		15,153		14,991		15,250
(A) No incremental shares related to options or restricted stock granted are included due to the net loss.

A. T. CROSS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(THOUSANDS OF DOLLARS,		THREE MONTHS ENDED				SIX MONTHS ENDED
EXCEPT PER SHARE AMOUNTS)		JULY 3, 2004		JUNE 28, 2003		JULY 3, 2004		JUNE 28, 2003
Net (Loss) Income		$ ( 885	)	$ 463		$ ( 1,589	)	$ 614
Other Comprehensive (Loss) Income, Net of Tax:
	Unrealized gain (loss) on interest rate swap	76		( 191	)	50		( 191	)
	Foreign currency translation adjustments	( 145	)	159		( 47	)	191
Comprehensive (Loss) Income		$ ( 954	)	$ 431		$ ( 1,586	)	$ 614
See notes to condensed consolidated financial statements.

A. T. CROSS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
					SIX MONTHS ENDED
(THOUSANDS OF DOLLARS)					JULY 3, 2004		JUNE 28, 2003
CASH PROVIDED BY (USED IN):
Operating Activities:
	Net (Loss) Income				$ ( 1,589	)	$ 614
	Adjustments to reconcile net (loss) income to
		net cash provided by operating activities:
				Depreciation and amortization	3,611		4,245
				Restructuring charges	1,523		-
				Gain on disposition of asset held for sale	-		( 1,011	)
				Provision for bad debts	174		305
				Deferred income taxes	37		( 136	)
				Provision for accrued warranty costs	137		219
				Unrealized losses on trading securities	107		32
	Changes in operating assets and liabilities:
				Accounts receivable	10,046		9,189
				Inventories	( 4,947	)	( 3,184	)
				Other assets - net	30		( 1,605	)
				Accounts payable and other liabilities - net	( 3,798	)	( 3,240	)
	Warranty costs paid				( 121	)	( 182	)
	Restructuring charges paid				( 2,180	)	( 1,474	)
	Foreign currency transaction loss				( 36	)	39
			Net Cash Provided by Operating Activities		2,994		3,811
Investing Activities:
	Purchase of short-term investments				( 3,053	)	( 4,946	)
	Sale or maturity of short-term investments				3,893		8,726
	Additions to property, plant and equipment				( 1,931	)	( 1,596	)
	Acquisition of Costa Del Mar, net of cash acquired				-		( 9,570	)
	Proceeds from disposition of asset held for sale				-		1,586
			Net Cash Used in Investing Activities		( 1,091	)	( 5,800	)
Financing Activities:
	Purchase of treasury stock				( 280	)	( 2,060	)
	Proceeds from long-term debt				-		9,000
	Repayment of long-term debt				( 674	)	( 112	)
	Proceeds from line of credit				-		1,167
	Repayment of line of credit				( 1,155	)	(1,000	)
	Proceeds from sale of Class A common stock				218		29
			Net Cash (Used in) Provided by Financing Activities		( 1,891	)	7,024
Effect of exchange rate changes on cash and cash equivalents					( 23	)	155
(Decrease) Increase in Cash and Cash Equivalents					( 11	)	5,190
Cash and cash equivalents at beginning of period					8,295		9,145
Cash and Cash Equivalents at End of Period					$ 8,284		$ 14,335
Non-cash financing activities:
	Conversion of a portion of outstanding line of credit to term note				-		$ 9,000
See notes to condensed consolidated financial statements.

A. T. CROSS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 3, 2004

NOTE A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended July 3, 2004 are not necessarily indicative of the results that may be expected for the twelve months ending January 1, 2005. The Company has historically recorded its highest sales in the fourth quarter. Certain prior year amounts have been reclassified in order to conform to the current year presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended January 3, 2004.

NOTE B - Restructuring Charges
In July 2003, the Company announced a corporate restructuring program of its writing instrument and accessory segment designed to increase its competitiveness in the global marketplace by significantly reducing operating costs and freeing additional capital for product development and diversification as well as marketing and brand development. Management intends to phase in the reorganization over several years. As part of this program, a number of the writing instrument manufacturing departments will be moved offshore. Each succeeding step of the process will be fully dependent on the newly sourced product achieving the high quality standards expected of every Cross product. Approximately 80 manufacturing positions in Lincoln, Rhode Island were affected in 2003 as part of the initial phase of this plan. In addition, approximately 80 global non-manufacturing positions were eliminated between mid 2003 and mid 2004 as part of the program to consolidate and reduce administrative expenses. The Comp any expects to incur pre-tax restructuring charges of approximately $6.5 million that will be incurred over the life of the program, assuming full implementation. Of this $6.5 million, approximately $5.5 million will be for severance and related expenses and approximately $1 million for professional fees, travel and other, consisting primarily of legal and tax advisory fees and outplacement service charges. In 2003, approximately $2.4 million, of which $2 million was for severance and related expenses and $400,000 for professional fees and other, was recognized. Of the $2.4 million incurred in 2003, $1.6 million was paid in 2003. In the second quarter of 2004, an additional $383,000 was charged to the restructuring accrual, of which $114,000 was for severance and related expenses and $269,000 was for professional fees, travel and other. Approximately $1.3 million of restructuring costs were paid in the second quarter of 2004. As approximately $4.0 million of restructuring charges have been incurred sin ce the inception of this restructuring program, approximately $2.5 million of restructuring charges are expected to be incurred in future periods. The following is a tabular presentation of the restructuring liabilities related to this plan:

(THOUSANDS OF DOLLARS)		SEVERANCE & RELATED EXPENSES		PROFESSIONAL FEES & OTHER		TOTAL
Balances at January 3, 2004		$ 808		$ 105		$ 913
	Restructuring charges incurred	1,084		56		1,140
	Cash payments	( 785	)	( 126	)	( 911	)
	Foreign exchange effects	4		-		4
Balances at April 3, 2004		1,111		35		1,146
	Restructuring charges incurred	114		269		383
	Cash payments	( 994	)	( 275	)	( 1,269	)
	Foreign exchange effects	( 14	)	-		( 14	)
Balances at July 3, 2004		$ 217		$ 29		$ 246

In 2000, the Company's Board of Directors approved a plan to restructure the Company's domestic and international writing instrument operations. As part of this restructuring plan, the Company consolidated all writing instrument manufacturing and distribution at its headquarters in Lincoln, Rhode Island, closed its Irish facility and reorganized its European operations. The remaining obligation for restructuring under this plan is expected to be paid in the third quarter of 2004. The following is a tabular presentation of the restructuring liabilities related to this plan:

(THOUSANDS OF DOLLARS)		SEVERANCE & RELATED EXPENSES		TOTAL
Balances at January 3, 2004		$ 82		$ 82
	Foreign exchange effects	( 2	)	( 2	)
Balances at April 3, 2004		80		80
	Foreign exchange effects	1		1
Balances at July 3, 2004		$ 81		$ 81

NOTE C - Segment Information
The Company has two reportable segments; writing instruments and accessories ("WI&A"), and optical. The Company evaluates segment performance based upon profit or loss from operations before income taxes. Following is the segment information for the Company for the three and six month periods ended July 3, 2004 and June 28, 2003:

(THOUSANDS OF DOLLARS)		THREE MONTHS ENDED				SIX MONTHS ENDED
		JULY 3, 2004		JUNE 28, 2003		JULY 3, 2004		JUNE 28, 2003
Revenues from External Customers:
	WI&A	$ 24,293		$ 26,289		$ 49,981		$ 52,515
	Optical	4,822		3,230		8,406		3,230
Total		$ 29,115		$ 29,519		$ 58,387		$ 55,745
Depreciation and Amortization:
	WI&A	$ 1,413		$ 2,147		$ 3,536		$ 4,210
	Optical	43		35		75		35
Total		$ 1,456		$ 2,182		$ 3,611		$ 4,245
Segment (Loss) Profit:
	WI&A	$ ( 2,285	)	$ ( 60	)	$ ( 3,585	)	$ 172
	Optical	924		772		1,141		772
Total		$ ( 1,361	)	$ 712		$ ( 2,444	)	$ 944
Restructuring Charges:
	WI&A	$ 383		$ -		$ 1,523		$ -
	Optical	-		-		-		-
Total		$ 383		$ -		$ 1,523		$ -
						JULY 3, 2004		JUNE 28, 2003
Segment Assets:
	WI&A					$ 96,818		$ 98,047
	Optical					13,351		11,904
	Total					$ 110,169		$ 109,951
Goodwill:
	WI&A					$ 3,944		$ 3,944
	Optical					3,464		3,367
	Total					$ 7,408		$ 7,311

NOTE D - Warranty Costs
The Company's Cross branded writing instruments are sold with a full warranty of unlimited duration against mechanical failure. Accessories are sold with a one-year warranty against mechanical failure and defects in workmanship, and timepieces are warranted to the original owner to be free from defects in material and workmanship for a period of ten years. Costa Del Mar sunglasses are sold with a lifetime warranty against defects in materials or workmanship. Estimated warranty costs are accrued at the time of sale. The most significant factors in the estimation of warranty cost liabilities include the operating efficiency and related cost of the service department, writing instrument unit sales and the number of units that are eventually returned for warranty repair. The current portion of accrued warranty costs was $488,000 at July 3, 2004 and January 3, 2004, and was recorded in accrued expenses and other liabilities. The long-term portion of accrued warranty costs was approximately $2.0 mill ion at July 3, 2004. The following table reflects the activity in aggregate accrued warranty costs:

(THOUSANDS OF DOLLARS)		THREE MONTHS ENDED				SIX MONTHS ENDED
		JULY 3, 2004		JUNE 28, 2003		JULY 3, 2004		JUNE 28, 2003
Balance at beginning of period		$ 2,431		$ 2,522		$ 2,424		$ 2,523
	Warranty costs paid	( 57	)	( 68	)	( 121	)	( 182	)
	Warranty costs accrued	66		106		137		219
	Warranty liabilities assumed	-		80		-		80
Balance at end of period		$ 2,440		$ 2,640		$ 2,440		$ 2,640

NOTE E - Stock-Based Compensation
The Company applies the intrinsic-value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for employee stock-based compensation and provides pro forma disclosures of the compensation expense determined under the fair value provisions of Statement of Financial Accounting Standard ("SFAS") No. 123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148. No employee stock-based compensation cost is reflected in net income (loss) related to options granted under those plans for which the exercise or purchase price was equal to the market value of the underlying common stock on the date of grant. Deferred compensation is recorded on the date of grant if the exercise or purchase price of the stock award is less than the market value of the underlying common stock on the date of grant. Deferred compensation is expensed on a straight-line basis over the vesting period of the stock award. The following table reflects pro forma net loss and loss per share had the Company elected to record expense for employee stock options under SFAS No. 123.

(THOUSANDS OF DOLLARS,		THREE MONTHS ENDED			SIX MONTHS ENDED
EXCEPT PER SHARE AMOUNTS)		JULY 3, 2004		JUNE 28, 2003	JULY 3, 2004		JUNE 28, 2003
Net (loss) income, as reported		$ ( 885	)	$ 463	$ ( 1,589	)	$ 614
Deduct: Total stock-based employee compensation expense
	as determined under the fair value based method for all
	awards, net of related tax effects	97		184	217		370
Pro Forma Net (Loss) Income		$ ( 982	)	$ 279	$ ( 1,806	)	$ 244
(Loss) Earnings per Share:
	Basic and diluted - as reported	$( 0.06	)	$ 0.03	$( 0.11	)	$ 0.04
	Basic and diluted - pro forma	$( 0.06	)	$ 0.02	$( 0.12	)	$ 0.02

NOTE F - Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of total shares of Class A and Class B common stock outstanding during the year. Diluted income (loss) per share is computed by dividing net income (loss) by diluted weighted average shares outstanding. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent that their effect is dilutive, potential common shares include common stock options and restricted stock based on the treasury method.

NOTE G - Line of Credit
The Company maintains a $25 million unsecured line of credit with a bank. The agreement requires the Company to meet certain covenants. The most restrictive covenant is that over the three fiscal years from 2003 through 2005 the Company cannot incur extraordinary charges, as defined by the bank, such as restructuring charges, in excess of $6.5 million. There is also a restriction on the Company's ability to grant a security interest in its assets. Any amounts borrowed under this agreement are payable on demand. Under this agreement, the Company has the option to borrow either at the bank's prime lending rate or at one percent per annum in excess of the London Interbank Offering Rate ("LIBOR"). This agreement is cancelable at any time by the Company or the bank. The outstanding balance of the line of credit at July 3, 2004 was $2 million. The unused and available portion of the Company's $25 million unsecured line of credit was $23 million at July 3, 2004.

NOTE H - Long-Term Debt
In 2003, the Company borrowed $9 million under a five-year term note incurring interest at a rate of LIBOR plus 75 basis points. The note is payable in monthly installments of approximately $113,000. On July 3, 2004, approximately $7.5 million of the $9 million debt was outstanding of which $6.2 million was classified as long-term debt, less current maturities, and $1.3 million was classified as current maturities of long-term debt.

NOTE I - Financial Instruments
In 2003, the Company entered into an interest rate swap agreement with an initial notional amount of $9 million and a term of five years. This swap effectively fixes the interest rate on the Company's five-year term note at 4.15%. The terms of the swap and the term note being hedged match, and the Company qualifies for the "shortcut" treatment under SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" and the related amendments and interpretations. Amounts paid or received under this swap agreement are recorded as adjustments to interest expense. This swap has been designated as a cash flow hedge and the effect of the mark-to-market valuation that relates to the effective amount of the derivative financial instrument is recorded as an adjustment, net of tax, to accumulated other comprehensive loss.

The fair value of forward foreign exchange contracts, based on quoted spot exchange rates, was $(21,000) and $(7,000) at July 3, 2004 and January 3, 2004, respectively, and is reported in accrued expenses and other liabilities. The fair value of cash, cash equivalents and short-term investments approximates the recorded amounts, due to the short period of time to maturity. The carrying amount of the line of credit, current maturities of long-term debt and long-term debt, less current maturities, approximates fair value as a result of the variable interest rate. The fair value of the swap agreement, based upon quoted market prices, was $(15,000) and $(93,000) at July 3, 2004 and January 3, 2004, respectively, and was reported in accrued expenses and other liabilities.

NOTE J - Employee Benefit Plans
The following table illustrates the components of net periodic benefit cost:

(THOUSANDS OF DOLLARS)	THREE MONTHS ENDED				SIX MONTHS ENDED
	JULY 3, 2004		JUNE 28, 2003		JULY 3, 2004		JUNE 28, 2003
Service cost	$ 314		$ 357		$ 628		$ 714
Interest cost	558		654		1,116		1,308
Expected return on plan assets	( 584	)	( 685	)	( 1,168	)	( 1,370	)
Amortization of prior service cost	10		14		20		28
Amortization of net loss	-		2		-		4
Net Periodic Benefit Cost	$ 298		$ 342		$ 596		$ 684

The Company expects to contribute approximately $1,160,000 to its pension plans in 2004, the majority of which will be paid in the third quarter.

NOTE K - Goodwill and Other Intangible Assets
The Company accounts for intangible assets, including goodwill, under SFAS No. 142, "Goodwill and Other Intangible Assets." Accordingly, goodwill and other indefinite life intangible assets are accounted for using an impairment-only approach. Goodwill is tested for impairment annually or when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Patents and trademarks are amortized on a straight-line basis over five years. Patents, trademarks and trade names are evaluated for impairment using the methodology described in SFAS No. 142. At July 3, 2004 the carrying value of goodwill was approximately $7.4 million. Other intangibles consisted of the following:

(THOUSANDS OF DOLLARS)
		JULY 3, 2004			JANUARY 3, 2004
		GROSS CARRYING AMOUNT	ACCUMULATED AMORTIZATION	OTHER INTANGIBLES, NET	GROSS CARRYING AMOUNT	ACCUMULATED AMORTIZATION	OTHER INTANGIBLES, NET
Amortized:
	Trademarks	$ 7,377	$ 6,495	$ 882	$ 7,313	$ 6,263	$ 1,050
	Patents	2,466	2,019	447	2,389	1,864	525
		9,843	8,514	1,329	9,702	8,127	1,575
Not Amortized:
	Trade name	3,400	-	3,400	3,400	-	3,400
Total Other Intangibles		$ 13,243	$ 8,514	$ 4,729	$ 13,102	$ 8,127	$ 4,975

NOTE L - Short-Term Investments
At July 3, 2004 and June 28, 2003, the Company had short-term investments consisting of time deposits, commercial paper and United States Government Agency bonds. These investments were classified as trading securities in accordance with SFAS No. 115 "Accounting for Certain Investments and Debt and Equity Securities." Realized and unrealized gains or losses on these trading securities are included in interest and other income (expense). The following table details the net gains and losses on trading securities, for the three and six month periods ended July 3, 2004 and June 28, 2003.

(THOUSANDS OF DOLLARS)		THREE MONTHS ENDED				SIX MONTHS ENDED
		JULY 3, 2004		JUNE 28, 2003		JULY 3, 2004		JUNE 28, 2003
Net (losses) gains recognized on trading securities		$ ( 128	)	$ 32		$ ( 131	)	$ 22
Less net losses recognized on trading securities sold		( 13	)	( 33	)	( 16	)	( 43	)
Unrealized net (losses) gains on trading securities still held
	at reporting date	$ ( 115	)	$ 65		$ ( 115	)	$ 65

NOTE M - Stock Repurchase Plan
In October 2002, the Company's Board of Directors authorized a plan to repurchase up to 10% of the outstanding Class A common stock. Under this plan, the Company plans to purchase approximately 1.4 million shares of stock on the open market, subject to regulatory considerations, from time to time, depending on market conditions. At July 3, 2004, the Company had repurchased 724,500 shares under this plan for approximately $4.0 million at an average price per share of $5.50. In the second quarter of 2004, the Company repurchased 50,000 shares for approximately $280,000 at an average price per share of $5.59.

NOTE N - Contingencies
On or about April 21, 2000, the Company, certain officers and directors of the Company and others were named as defendants in an action filed in the United States District Court for the District of Rhode Island. The suit, which is brought by a purchaser of the Company's Class A common stock, alleges that the defendants violated Federal securities laws by making material misstatements and omissions in the Company's public filings and statements relating to the Company's former Pen Computing Group ("PCG") business. The suit seeks class action status including all purchasers of the Company's Class A common stock between September 17, 1997 and April 22, 1999. The damages sought are unspecified.

On June 30, 2000, the Company filed a Motion to Dismiss the action in the United States District Court in Rhode Island. The United States District Court for the District of Rhode Island granted the Company's Motion to Dismiss in June 2001. In July 2001, the Plaintiff filed an appeal with the First Circuit Court of Appeals. The appeal was before the First Circuit Court of Appeals. Oral argument was held February 8, 2002.

On March 20, 2002, the Court of Appeals for the First Circuit issued a judgment affirming the dismissal of all claims asserted against the W. Russell Boss Jr. Trust A, W. Russell Boss Jr. Trust B and W. Russell Boss Jr. Trust C and reversing the District Court's dismissal of the Section 10(b) and 20(a) claims asserted against the Company and the named individual defendants. The Court of Appeals' ruling was limited to a finding that the plaintiff's complaint had satisfied the pleading requirements of the Private Securities Litigation Reform Act of 1995; the Court did not opine on the merits of plaintiff's claims. The Company maintains that the claims are without merit and will continue to vigorously defend the litigation.

In 1998, the Company received a Letter of Responsibility ("LOR") from the Rhode Island Department of Environmental Management ("DEM"). The LOR stated that analytical results indicated elevated levels of volatile organic compounds at several sites on the Company's property and requested that the Company conduct a site investigation to identify the source. The Company retained an environmental consulting firm to perform the site investigation and develop remedial action alternatives. The DEM has accepted these remediation proposals, and remediation activities began in 2001. Remediation activities are completed and groundwater monitoring is continuing to confirm the ongoing effectiveness of the treatment.

In June 2002 the United States Environmental Protection Agency ("EPA") served the Company with a Notice of Potential Liability and Request for Information regarding the J.M. Mills Landfill, which is part of the Peterson/Puritan Superfund site in Cumberland, Rhode Island. The Notice also requests that the Company pay past and future costs associated with the site. To date, approximately sixty entities have received Notice Letters from the EPA relative to the site. The Company filed its response in October 2002.

The Company is also named as one of approximately sixty defendants in a contribution suit brought by CCL/Unilever relating to the J.M. Mills Landfill site. These complaints allege that the Company is liable under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") for contribution for past and future investigative costs incurred at the site. Past and future costs (excluding the required cleanup remedy, the cost of which will not be known until after the completion of the environmental investigation) are estimated at $5 million to $7 million. No discovery has been taken to date. At July 3, 2004, the Company had not established a liability for any environmental remediation relating to the J.M. Mills Landfill site, as the potential liability is not currently estimable.

The Company is involved in various other litigation and legal matters that have arisen in the ordinary course of business. To its knowledge, management believes that the ultimate resolution of any of those existing matters will not have a material adverse effect on the Company's consolidated financial position or results of operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

A.T. Cross Company has been a manufacturer and marketer of fine quality writing instruments for 157 years. Sold primarily under the Cross brand, ball-point, fountain and selectip rolling ball pens and mechanical pencils are offered in a variety of styles and finishes. The Company also offers writing instrument accessories including refills and desk sets as well as Cross branded watches and business accessories. On April 22, 2003, the Company established its optical segment with the acquisition of Costa Del Mar, a designer, manufacturer and marketer of high-quality polarized sunglasses.

In the second quarter of 2004 the Company reported a net loss of $885,000, or six cents per share, compared to net income of $463,000, or three cents per share, in the second quarter of 2003. The 2004 net loss was largely due to the lower sales volume in the quarter as well as a $249,000 after tax restructuring charge. The 2003 net income was entirely due to a $657,000 after tax gain on the disposition of the Company's facility in Ireland.

Year-to-date, the Company reported a net loss of $1.6 million, or eleven cents per share, compared to net income of $614,000, or four cents per share, in 2003. The 2004 loss included a $990,000 after tax restructuring charge offset by a $704,000 after tax gain due to a favorable property tax settlement with the Town of Lincoln, Rhode Island. The 2003 income was entirely due to a $657,000 after tax gain on the disposition of the Company's facility in Ireland.

Management continues to expect improvement in reported annual profitability. However, given the lower than anticipated sales in the second quarter, the Company now expects annual consolidated revenue to increase in the mid single digit range for 2004 compared to 2003.

Results of Operations Second Quarter 2004 Compared to Second Quarter 2003

Consolidated net sales were $29.1 million in the second quarter of 2004, a decrease of 1.4% compared to the second quarter of 2003. Writing instrument and accessory ("WI&A") net sales of $24.3 million declined 7.6% compared to the prior year. Sales from the optical segment were $4.8 million in the second quarter of 2004, compared to $3.2 million for the second quarter of 2003. The $3.2 million 2003 second quarter optical segment sales result was from April 21, 2003, the date the optical segment was established with the acquisition of Costa Del Mar, to June 28, 2003. The effect of foreign exchange was favorable to consolidated second quarter sales results by approximately $711,000, or 2.4 percentage points.

(THOUSANDS OF DOLLARS)		THREE MONTHS ENDED		PERCENTAGE
		JULY 3, 2004	JUNE 28, 2003	CHANGE
Writing Instruments and Accessories:
	Americas	$ 11,779	$ 15,489	( 24.0)%
	Europe, Middle East and Africa ("EMEA")	7,955	6,724	18.3 %
	Asia	3,919	2,811	39.4 %
	OEM	546	1,265	( 56.8)%
	Cross Retail Ventures	94	-	-
	Sub-Total	24,293	26,289	( 7.6)%
Optical		4,822	3,230	49.3 %
	Consolidated Net Sales	$ 29,115	$ 29,519	( 1.4)%

Writing instruments and accessories revenue in the Americas region declined 24% to $11.8 million. This was the result of a 50% decline at our U.S. national accounts, as our office superstore customers implemented tighter inventory controls and reduced their Cross product inventory by more than 20%, or approximately $3 million, largely in the second quarter of 2004. This was primarily accomplished by significantly reduced reorder rates. Additionally, consumer takeaway at these accounts was somewhat less than expected. We believe this reduction in takeaway was exacerbated by the focus on tighter inventory controls. U.S. carriage trade sales increased 12% in the second quarter as compared to the 2003 second quarter reflecting the positive impact of our new direct sales force in the West and East regions of the United States. Revenue from the Company's U.S. special markets division was relatively flat with the second quarter of 2003. Revenue from the international Americas, Canada and Latin America, de clined 15.5%, primarily due to a change in distribution method in Canada from direct sales to a distributor in September of 2003.

The EMEA region sales of $8.0 million increased 18.3% compared to last year's second quarter. Business gift sales increased 30.1% and retail sales were up 11.7%. Excluding the favorable impact of foreign exchange, EMEA revenue increased approximately 9.8% during the second quarter of 2004 compared to the second quarter of 2003. The growth in this region was widespread with strong improvements in the UK and the Middle East distributor markets.

Sales of $3.9 million in the Asian markets were 39.4% higher in the second quarter of 2004 compared to the prior year quarter. Retail sales increased 75.2% while business gift sales decreased 1.4%. Sales by our Japan subsidiary decreased 9.5% in the quarter; however, this was more than offset by significant improvements in our Hong Kong subsidiary, which includes sales in China, our Taiwan subsidiary and our distributor and duty free accounts. These favorable results are largely due to the recovery from the regional impact of the SARS virus. Excluding the favorable impact of foreign exchange, revenue in Asia increased approximately 34.4% during the second quarter of 2004 compared to the second quarter of 2003.

OEM revenue, which includes both writing instruments and digital pens, decreased 56.8% to $546,000 in the second quarter of 2004 compared to the second quarter of 2003. This decline was primarily due to a 54% decrease in OEM revenue from traditional writing instruments as the Company was not able to repeat an order shipped to Paul Smith, a designer and specialty retailer, in the second quarter of 2003.

Optical segment revenue of $4.8 million in the second quarter of 2004 was 49.3% higher than the second quarter of 2003. The Company acquired Costa Del Mar on April 21, 2003. Costa Del Mar's second quarter 2004 sales increased approximately 24% above its full second quarter of 2003.

Gross margin of 50.3% was flat with the second quarter of 2003. WI&A gross margins improved 0.3PP compared to the same period last year due, in part, to the favorable effect of our cost reduction programs started last year. Offsetting this improvement were somewhat lower gross margins at Costa Del Mar in the 2004 second quarter compared to the prior year period due to higher product costs.

Selling, General and Administrative ("SG&A") expenses of $13.9 million in the second quarter of 2004 were slightly higher than the second quarter of 2003. The increase was entirely due to the inclusion of Costa Del Mar's SG&A expenses for a full quarter of 2004 compared to a partial 2003 second quarter. WI&A expenses were 3% below the second quarter of 2003.

Service and Distribution ("S&D") costs were $1.0 million in the second quarter of 2004 compared to $742,000 in the second quarter of 2003. The increase is due to the inclusion of a full quarter of Costa Del Mar's 2004 S&D expense compared to a partial prior year period. Also there were increased distribution expenses at our UK subsidiary, which is now distributing to customers throughout Europe, as well as increased distribution costs for the Americas region.

The Company recorded $383,000 of restructuring charges in the second quarter of 2004. The charges incurred were primarily for costs associated with the global reorganization efforts in the EMEA region as well as expenses associated with the manufacturing transition plan. Actions taken in the EMEA region to reduce administrative costs and streamline the organizational structure include eliminating the majority of the subsidiary finance and warehouse operations and consolidating that activity in the United Kingdom.

In the second quarter of 2003, the Company recorded a $1.0 million pre-tax gain resulting from the sale of its building in Ireland, which formerly served as a manufacturing and distribution facility.

Interest and other (expense) was ($205,000) in the second quarter of 2004, versus ($49,000) in the second quarter of 2003:

(THOUSANDS OF DOLLARS)		THREE MONTHS ENDED
		JULY 3, 2004		JUNE 28, 2003		CHANGE
	Interest Income	$ 60		$ 94		$ ( 34	)
	Interest expense	( 96	)	( 72	)	( 24	)
	Unrealized gain (loss) on trading securities	( 136	)	( 22	)	( 114	)
	Other expense	( 33	)	( 49	)	16
	Other Expense	$ ( 265	)	$ ( 143	)	$ ( 122	)
Consolidated Interest and Other (Expense)		$ ( 205	)	$ ( 49	)	$ ( 156	)

Interest income was $34,000 lower in the second quarter of 2004 due to the lower level of investable funds. Interest expense was $24,000 higher in the second quarter of 2004, as compared to the second quarter of 2003 due to the higher average level of borrowings in 2004 versus 2003. Unrealized loss on trading securities was $114,000 higher in the second quarter of 2004 compared to the second quarter of 2003.

The effective tax rate for both the second quarter of 2004 and the second quarter of 2003 was 35%.

Results of Operations Six Months Ended July 3, 2004 Compared to June 28, 2003

Consolidated net sales were $58.4 million in the first six months of 2004, an increase of 4.7% compared to the first six months of 2003. WI&A net sales of $50.0 million declined 4.8% compared to the first six months of 2003. Sales from the optical segment, established on April 21, 2003 with the acquisition of Costa Del Mar Sunglasses, Inc, were $8.4 million in the first six months of 2004 compared to $3.2 million in 2003 from the April 21 acquisition date. The effect of foreign exchange was favorable to consolidated year to date sales results by approximately $1.9 million, or 3.3 percentage points.

(THOUSANDS OF DOLLARS)		SIX MONTHS ENDED		PERCENTAGE
		JULY 3, 2004	JUNE 28, 2003	CHANGE
Writing Instruments and Accessories:
	Americas	$ 23,850	$ 28,509	( 16.3)%
	Europe, Middle East and Africa ("EMEA")	15,768	13,618	15.8 %
	Asia	9,141	7,494	22.0 %
	OEM	1,128	2,894	( 61.0)%
	Cross Retail Ventures	94	-	-
	Sub-Total	49,981	52,515	( 4.8)%
Optical		8,406	3,230	160.2 %
	Consolidated Net Sales	$ 58,387	$ 55,745	4.7 %

WI&A revenue in the Americas region declined 16.3% to $23.9 million. This decline was largely due to a 31% decrease in the Company's U.S. national accounts division, as our office superstore customers, implementing tighter inventory controls, reduced their Cross product inventory by more than 20%, or approximately $3 million, largely in the second quarter of 2004. This was primarily accomplished by significantly reduced reorder rates. Additionally, consumer takeaway at these accounts was somewhat less than expected. We believe this reduction in takeaway was exacerbated by the focus on tighter inventory controls. Sales by the Company's U.S. business gift division declined 7%, as two large business gift orders in the first quarter of 2003 were not replaced. The U.S. carriage trade sales were 3.0% higher in the first six months of 2004, primarily due to an increase in sales to new and existing accounts now served by our new direct sales force. Revenue from the international Americas, Canada and La tin America, declined 13.4%, primarily due to a change in distribution method in Canada from a wholly owned subsidiary to a distributor in September of 2003.

EMEA region sales of $15.8 million increased 15.8% compared to last year's first six months. Business gift sales increased 21.9% and retail sales increased 12.1%. Excluding the favorable impact of foreign exchange, EMEA revenue increased approximately 5.4% during the first six months of 2004 compared to the first six months of 2003.

Sales of $9.1 million in the Asian markets were 22% higher in the first six months of 2004 compared to the first six months of 2003. Retail sales increased 36.4% and business gift sales increased 5.4%. Sales by our largest Asian subsidiary, Cross Company of Japan, increased 3% in the first six months of 2004. In addition, sales by our Hong Kong subsidiary, which includes sales in China, our Taiwan subsidiary and our distributor and duty free accounts improved significantly in the first six months of 2004 compared to the prior year. These favorable results are largely due to the recovery from the regional impact of the SARS virus. Excluding the favorable impact of foreign exchange, revenue in Asia increased approximately 16% during the first six months of 2004 compared to the first six months of 2003.

OEM revenue, which includes both writing instruments and digital pens, of $1.1 million decreased 61% in the first six months of 2004 compared to the first six months of 2003. OEM revenue from traditional writing instruments decreased 45% compared to 2003 and OEM revenue from digital pens for Tablet PC products was $51,000 in the first six months of 2004 compared to $946,000 in 2003. The Company had orders for writing instruments sold to Paul Smith and for digital pens in the first six months of 2003 that were not repeated in 2004.

Optical segment revenue of $8.4 million in the first six months of 2004 compared to $3.2 million from the April 21, 2003 Costa Del Mar acquisition date through June 28, 2003. Costa Del Mar sales increased 18% for the first six months of 2004 as compared to the full six month 2003 period.

Gross margin of 52.3% was 2.1 PP higher than last year's first six month margin of 50.2%. The increase was, in part, due to income related to a favorable property tax settlement. In February 2004, the Company and the Town of Lincoln, Rhode Island settled a dispute regarding the assessed values used to determine taxes on the Company's properties. The settlement included a $682,000 tax refund, recorded as a reduction of cost of goods sold, as historically property taxes have been included in cost of goods sold. Excluding the benefit of the tax settlement, gross margin increased 0.9 PP reflecting productivity improvements and leverage from the consolidated revenue increase.

SG&A expenses of $28.7 million in the first six months of 2004 were 11.8% higher than the first six months of 2003. The increase was largely due to the inclusion of Costa Del Mar's $3.2 million of SG&A expenses compared to $1.1 from the April 21, 2003 Costa Del Mar acquisition date through June 28, 2003. WI&A's SG&A expense increased 3.9%, primarily due to increased selling and marketing support expenses and the unfavorable impact of foreign exchange.

R&D expenses in the first six months of 2004 were lower than the comparable 2003 period by 9.9%, primarily due to lower WI&A spending. WI&A R&D was 15.9% lower than the prior year largely due to the timing of projects.

S&D costs were $2.0 million in the first six months of 2004 compared to $1.3 million in the first six months of 2003. The increase is partially due to the inclusion of a full six months of Costa Del Mar's 2004 S&D expense compared to a partial prior year period. Also contributing to the higher S&D costs were increased distribution expenses at our UK subsidiary, which is now distributing to customers throughout Europe, as well as increased distribution costs in the Americas.

The Company recorded $1.5 million of pre-tax restructuring charges in the first six months of 2004. The charges incurred were primarily for severance and related costs associated with the global reorganization efforts in the EMEA region. Actions taken in this region to reduce administrative costs and streamline the organizational structure include eliminating the majority of the subsidiary finance and warehouse operations and consolidating that activity in the United Kingdom, as well as strengthening the sales force in the region.

In the first six months of 2003, the Company recorded a $1.0 million pre-tax gain resulting from the sale of its building in Ireland, which formerly served as a manufacturing and distribution facility.

Interest and other income was $210,000 in the first six months of 2004 compared to income of $34,000 in the first six months of 2003:

(THOUSANDS OF DOLLARS)		SIX MONTHS ENDED
		JULY 3, 2004		JUNE 28, 2003		CHANGE
	Interest Income	$ 544		$ 202		$ 342
	Interest expense	( 188	)	( 76	)	( 112	)
	Unrealized loss on trading securities	( 106	)	( 32	)	( 74	)
	Other (expense) income	( 40	)	( 60	)	20
	Other Expense	$ ( 334	)	$ ( 168	)	$ ( 166	)
Consolidated Interest and Other Income		$ 210		$ 34		$ 176

Interest income was $342,000 higher in 2004 due to $401,000 of interest income on the property tax settlement with the Town of Lincoln, Rhode Island. Interest expense was $188,000 in the first six months of 2004, as compared to $76,000 in the first six months of 2003, due to the higher level of borrowing.

The effective tax rate for both the first six months of 2004 and 2003 was 35%.

Liquidity and Sources of Capital

Historically, the Company's sources of liquidity and capital resources have been its cash, cash equivalents and short-term investments ("cash"), cash generated from operations and amounts available under the Company's $25 million line of credit. These sources have been sufficient in the past to support the Company's routine operating requirements, capital projects, restructuring, defined benefit retirement plan contributions, stock repurchase programs and debt service. The Company does not expect its future cash needs to increase to the extent that these historical sources of liquidity and capital will not be sufficient to meet its needs.

The Company's cash balance of $15.3 million at July 3, 2004 declined $958,000 from January 3, 2004, a result of many factors, the most significant of which are described in this section.

Accounts receivable decreased since the end of fiscal 2003 by approximately $10.2 million to $21.9 million, primarily due to cash collected in January 2004 from customers who took advantage of the Company's 2003 extended dating program. This program allowed certain domestic retail writing instrument and accessories customers to defer payment on certain 2003 purchases to 2004. This program was similar to holiday season extended dating programs that have been offered in prior years. Somewhat offsetting an $11.6 million decrease in writing instrument and accessory accounts receivable was a $1.4 million increase in Costa Del Mar accounts receivable due to increased sales.

Inventory was $21.0 million at July 3, 2004, an increase of approximately $4.9 million since January 3, 2004. This increase was primarily due to increased safety stock levels on selected writing instrument products that were planned to be built in conjunction with the manufacturing transition. Costa Del Mar's inventory level at July 3, 2004 of $1.7 million was about equal with January 3, 2004.

In fiscal 2002, the Company's Board of Directors authorized a plan to repurchase up to 10% of the Company's outstanding Class A common stock. Under this plan, the Company plans to purchase approximately 1.4 million shares of stock on the open market, subject to regulatory considerations, from time to time, depending on market conditions. At January 3, 2004 the Company had repurchased 674,500 shares under this plan for approximately $3.7 million at an average price per share of $5.49. In the first six months of 2004, the Company repurchased 50,000 additional shares for approximately $280,000 at an average price per share of $5.59.

The Company currently has available a $25 million unsecured line of credit with a bank. At July 3, 2004 the outstanding balance on this line of credit was $2 million and the unused and available portion was $23 million.

In 2003, the Company borrowed $9 million, primarily to finance the acquisition of Costa Del Mar. On July 3, 2004, approximately $7.5 million of the $9 million debt was outstanding of which $6.2 million was classified as long-term debt, less current maturities, and $1.3 million was classified as current maturities of long-term debt.

In the first six months of 2004 approximately $2.2 million was paid as a result of the corporate restructuring program initiated in July 2003. As a result of this program, the Company expects to realize general and administrative savings of approximately $4 million to $5 million annually beginning in 2004 and, assuming the manufacturing plan is fully implemented, the Company expects to realize manufacturing cost savings of approximately $5 million to $7 million annually. All projected savings are computed from the base year of 2002. The general and administrative portion of this program was designed to increase the Company's competitiveness in the global marketplace by reinvesting a substantial portion of the savings in product development and diversification as well as marketing and brand development. The manufacturing savings, if and when realized, are expected to increase the Company's profitability. The total cost is expected to be approximately $6.5 million incurred over the life of the program, assuming full implementation, which is expected to take several years. The total cash portion of this restructuring program is expected to be approximately $6.5 million. At July 3, 2004, approximately $3.7 million has been paid to date as a result of this program.

In February 2004, the Company and the Town of Lincoln, Rhode Island settled a dispute regarding the assessed value used to determine taxes on the Company's properties for the years 1994 through 2003. The settlement included a $682,000 refund and $401,000 of interest. A $500,000 cash payment was received from the Town in the second quarter of 2004. The Company will realize the remainder of the settlement as credits of $583,000 in real estate taxes otherwise payable over the course of 2004.

The Company expects to contribute approximately $1,160,000 to its pension plans in 2004, the majority of which will be paid in the third quarter.

The Company believes that existing cash and funds from operations, supplemented, as appropriate, by the Company's short-term borrowing arrangements, will be adequate to finance its foreseeable operating and capital requirements, service its long-term debt and the remaining requirements of the restructuring and stock repurchase plans. Should operating cash flows in 2004 not materialize as projected, the Company has a number of planned alternatives to ensure that it will have sufficient cash to meet its operating needs. These alternatives include implementation of strict cost controls on discretionary spending and delaying non-critical research and development, capital projects and completion of the stock repurchase plan.

At July 3, 2004, cash available for domestic operations was approximately $1.2 million, while cash held offshore was approximately $14.1 million. At the end of fiscal 1999, the Company determined that approximately $15 million in undistributed foreign earnings were no longer considered to be invested indefinitely and recorded a provision for deferred taxes of approximately $5.3 million. This represented the estimated tax associated with these undistributed earnings. As of July 3, 2004, approximately $13 million of these earnings had been repatriated to the United States. At present, management believes that the unremitted foreign earnings for which deferred taxes have not been provided will continue to be permanently invested in the growth of business outside the United States; hence, no additional deferred taxes were recorded in the first six months of fiscal 2004.

Forward-Looking Statements

Statements contained herein that are not historical fact are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "anticipates," "expects," "will" and similar expressions are intended to identify forward-looking statements, including but not limited to statements related to benefits of a streamlined operation; diversification of the business beyond writing instruments; anticipated compliance with laws and regulations (including but not limited to environmental laws); anticipated availability of the unsecured line of credit; anticipated sufficiency of available working capital; the anticipated level of research and development costs; and the expectation that restructuring charges over the life of the program will be kept within the stated amount. The Company cautions that a number of important factors could cause the Company's actual results for fiscal 2004 and beyond to diff er materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements contain a number of risks and uncertainties, including, but not limited to, risks associated with the ability of the company to realize and maintain the savings related to the restructuring and manufacturing transition, the inability to predict buying patterns of certain channels of distribution, the uncertainty of the domestic and foreign economies in which the Company operates, the political uncertainty of certain foreign countries in which the Company operates, the uncertainty related to litigation, customer and consumer acceptance of the Company's new and existing product lines, the Company's ability to control costs, the Company's ability to generate growth outside of writing instruments, and the Company's ability to extend the Cross brand beyond writing instruments. See the Company's Annual Report on Form 10-K for a more detailed discussion of certain of these factors . The Company cannot assure that it will be able to anticipate or respond timely to changes which could adversely affect its operating results in one or more fiscal quarters. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of the Company's common stock. The Company undertakes no obligation to correct or update any forward-looking statements for any reason.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to the Company's Annual Report on Form 10-K for the twelve month period ended January 3, 2004 for a complete discussion of the Company's market risk. There have been no material changes to the market risk information included in the Company's 2003 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures: The Company's principal executive officer and principal financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report, have concluded that, based on such evaluation, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared. In designing and evaluating the Company's disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to a pply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b) Changes in Internal Controls over Financial Reporting: No change in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the second quarter of 2004, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Item 3. "Legal Proceedings" in the Company's Form 10-K Annual Report for the fiscal year ended January 3, 2004, which is incorporated by reference herein. No material developments have occurred in the Legal Proceedings described in such Item 3.

The Company is involved in various other litigation and legal matters that have arisen in the ordinary course of business. To its knowledge, management believes that the ultimate resolution of any of those existing matters will not have a material adverse effect on the Company's consolidated financial position or results of operations.

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

ISSUER PURCHASES OF EQUITY SECURITIES
	TOTAL NUMBER OF SHARES PURCHASED	AVERAGE PRICE PAID PER SHARE	TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS	MAXIMUM NUMBER OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS
April 4, 2004 - May 1, 2004	-	-	-	725,500
May 2, 2004 - May 29, 2004	25,000	$5.64	25,000	700,500
May 30, 2004 - July 3, 2004	25,000	$5.54	25,000	675,500
Total	50,000	$5.59	50,000

On October 23, 2002, the Company's Board of Directors authorized a plan to repurchase up to 10% of the Company's outstanding Class A common stock. Under this plan, the Company plans to purchase approximately 1.4 million shares of stock on the open market, subject to regulatory considerations, from time to time, depending on market conditions. At July 3, 2004 the Company had repurchased 724,500 shares under this plan for approximately $4.0 million at an average price per share of $5.50. In the second quarter of 2004, 50,000 shares were purchased for approximately $280,000 at an average price per share of $5.59.

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

The Company held its annual meeting on April 22, 2004 at its corporate headquarters in Lincoln, Rhode Island. The following are the matters submitted to a vote of the shareholders:

a.	Number of Directors
	The proposition to fix the total number of directors at nine, of which three shall be Class A directors and six shall be Class B directors. Approved by the vote of 12,379,959 Class A shares in favor, 142,408 against, 105,048 abstaining, and by the vote of 1,804,800 Class B shares in favor and none against or abstaining.
b.	Election of Directors
	The following directors were elected by the Class A shareholders:
			For	Withheld
		Galal P. Doss	12,375,892	251,523
		Andrew J. Parsons	12,376,992	250,423
		James C. Tappan	12,376,609	250,806

	The following directors were elected by the unanimous vote of 1,804,800 Class B shares:
		Bradford R. Boss
		Russell A. Boss
		David G. Whalen
		Bernard V. Buonanno, Jr.
		Terrence Murray
		Edward J. Cooney
c.	Approval of amendment to Omnibus Incentive Plan
	The proposition to approve the amendment to the Omnibus Incentive Plan. Approved by the vote of 9,753,525 Class A shares in favor, 673,128 against, 705,055 abstaining, and 1,495,707 by non-vote, and by the vote of 1,804,800 Class B shares in favor and none against or abstaining.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

Exhibit 10 A.T Cross Company Omnibus Incentive Plan

Exhibit 31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

b) Reports on Form 8-K

On April 22, 2004, the Company furnished a Current Report on Form 8-K disclosing under Item 12., "Results of Operations and Financial Condition," a press release that was issued on the same date announcing the Company's financial results for the first quarter ended April 3, 2004.

SIGNATURES

Pursuant to the requirement 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.

	A. T. CROSS COMPANY
Date: August 13, 2004	By: DAVID G. WHALEN David G. Whalen Chief Executive Officer
Date: August 13, 2004	By: GARY S. SIMPSON Gary S. Simpson Corporate Controller Chief Accounting Officer

EX-10

A. T. CROSS COMPANY
OMNIBUS INCENTIVE PLAN

Effective April 23, 1998

Amended as of October 21, 1999
Further amended as of April 27, 2000, February 20, 2001
and April 22, 2004

A. T. CROSS COMPANY
OMNIBUS INCENTIVE PLAN

1. Purpose

The purpose of the A. T. Cross Company Omnibus Incentive Plan (the "Omnibus Plan") is to attract and retain the best available talent and encourage the highest level of performance by employees and other persons who perform services for A. T. Cross Company (the "Company"). By affording eligible persons the opportunity to acquire proprietary interests in the Company and by providing them incentives to put forth maximum efforts for the success of the Company's business, the Omnibus Plan is intended to serve the best interests of the Company and its stockholders.

2. Definitions

"Affiliate" shall mean (i) any entity that, directly or indirectly, is controlled by the Company, and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

"Award" shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Performance Award or other Stock-Based Award.

"Award Agreement" shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.

"Board" shall mean the Board of Directors of the Company.

"Change in Control" shall mean (i) a change in the beneficial ownership (as defined in Rule 16(a)-(1)(a)(ii)) of more than fifty percent (50%) of the Class B common stock of the Company, or (ii) approval by Company stockholders of the consolidation or merger in which the Company will not be the surviving corporation, or the sale of substantially all of the Company's assets.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

"Committee" shall mean the Compensation Committee of the Board or such other committee consisting of not less than two Board members designated by the Board to administer the Omnibus Plan.

"Common Shares" shall mean shares of the Class A common stock, $ 1.00 par value, of the Company.

"Company" shall mean A. T. Cross Company, a Rhode Island corporation.

"Effective Date" means April 23, 1998.

"Employee" shall mean an employee of the Company or of any Affiliate, or a Director of the Company.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Fair Market Value" of the Common Shares shall mean the average of the high and low prices of the Common Shares as reported by the American Stock Exchange, or the Fair Market Value of any other property or other item being valued as determined by the Committee in its sole discretion.

"Freestanding Right" shall mean a Stock Appreciation Right awarded by the Committee pursuant to Paragraph 7 of the Omnibus Plan other than in connection with an Option.

"Incentive Stock Option" shall mean the right to purchase Common Shares from the Company that is granted under Paragraph 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

"Insider" shall mean, at any time, an individual who is an officer, director, or 10% shareholder of the Company within the meaning of Exchange Act Rule 16a-1(f) as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

"Non-Employee Director" shall mean a Director of the Company who at the relevant time is not an Employee of the Company or its subsidiaries.

"Non-Qualified Stock Option" shall mean a right to purchase Common Shares from the Company that is granted under Paragraph 6 of the Plan and that is not intended to be an Incentive Stock Option.

"Omnibus Plan" or "Plan" shall mean this A. T. Cross Company Omnibus Incentive Plan.

"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

"Other Stock-Based Award" shall mean any right granted under Paragraph 10 of the Plan.

"Participant" shall mean any Employee selected by the Committee to receive an Award under the Plan.

"Performance Award" shall mean any right granted under Paragraph 9 of the Plan.

"Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other equity.

"Qualified Domestic Relations Order" shall mean a domestic relations order meeting such requirements as the Committee shall determine in its sole discretion.

"Restricted Period" shall mean the period during which Restricted Stock and Restricted Stock Units may be forfeited to the Company.

"Restricted Stock" shall mean Common Shares granted under Paragraph 8 of the Omnibus Plan.

"Restricted Stock Unit" shall mean any unit granted under Paragraph 8 of the Omnibus Plan.

"Rule 16(a)-(1)(a)(ii)" shall mean Rule 16(a)-(1)(a)(ii) as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

"Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

"Stock Appreciation Right" shall mean any Tandem Right or Freestanding Right granted under Paragraph 7 of the Omnibus Plan.

"Tandem Right" shall mean a Stock Appreciation Right awarded by the Committee in connection with an Option pursuant to Paragraph 7 of the Omnibus Plan.

"Total Disability" shall mean a determination by the Committee that the Employee is unable to perform the duties required of him or her by the Company as a result of any physical or mental condition as set forth in the Company's Long Term Total Disability Program.

3. Scope and Duration

Awards under the Omnibus Plan may be granted in the form of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance Awards or Other Stock-Based Awards. The maximum aggregate number of Common Shares as to which Awards may be granted from time to time under the Omnibus Plan is 1,900,000 shares, subject to adjustment as provided in Paragraph 14. The Common Shares available may be in whole or in part, as the Board shall from time to time determine, authorized but unissued shares or issued shares re-acquired by the Company. Unless otherwise provided by the Committee, Common Shares covered by expired, terminated or forfeited Awards, Awards which are settled for cash or consideration other than the delivery of Common Shares, or Common Shares which are used to exercise any Award or to satisfy the withholding tax liabilities of any Award will be available for subsequent awards under the Omnibus Plan. No Incentive Stock Option s hall be granted more than 10 years after the Effective Date.

4. Administration

The Omnibus Plan shall be administered by the Committee. The Committee shall have plenary authority in its discretion, subject to and not inconsistent with the express provisions of the Omnibus Plan, to grant Awards, to determine the terms and conditions applicable to Awards, to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of Common Shares to be covered by each grant; to determine the terms and provisions of the Award Agreements entered into in connection with Awards under the Omnibus Plan; to interpret the Omnibus Plan; to prescribe, amend and rescind rules and regulations relating to the Omnibus Plan; and to make all other determinations provided for in the Omnibus Plan, or deemed necessary or advisable for the administration of the Omnibus Plan. To the extent permissible by law, the Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any pers on to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Omnibus Plan.

5. Eligibility; Factors to be Considered in Granting Awards

Subject to the discretion of the Committee, Awards may be granted to any Employee of the Company or its Affiliates, or a director of the Company, except that a non-employee director shall not be granted an Incentive Stock Option. In determining the Employees to whom Awards shall be granted and the number of Common Shares or units to be covered by each Award, the Committee shall take into account the nature of the Employee's duties, the present and potential contributions to the success of the Company, and such other factors as it shall deem relevant in connection with accomplishing the purposes of the Omnibus Plan.

No award of Incentive Stock Options shall result in the aggregate Fair Market Value (determined as of the date of grant) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time by any Employee during any calendar year being in excess of $100,000. No Employee shall be granted Awards covering more than 1,000,000 Common Shares in any calendar-year period.

6. Stock Options

(a) Exercise Price

The purchase price of the Common Shares covered by each Option shall be determined by the Committee, but in the case of an Incentive Stock Option shall not be less than 100% of the Fair Market Value (110% in the case of a shareholder possessing more than 10% of the total combined voting power of all classes of Company stock) of the Common Shares on the date the Option is granted, or if there are no sales on such date, on the next preceding day on which there were sales.

(b) Terms of Options

The term of each Incentive Stock Option granted under the Omnibus Plan shall not be more than 10 years (5 years in the case of a shareholder possessing more than 10% of the total combined voting power of all classes of Company stock) from the date of grant, but shall otherwise be such period of time as the Committee shall determine, subject to earlier termination as provided in Paragraphs 11 and 12. The term of each Non-Qualified Stock Option granted under the Omnibus Plan shall be such period of time as the Committee shall determine, subject to earlier termination as provided in Paragraphs 11 and 12.

(c) Exercise of Options

(i) Subject to the provisions provided herein, an Option granted under the Omnibus Plan shall become vested as determined by the Committee. The Committee may, in its discretion, determine as a condition of any Option, that all or a stated percentage of the Option shall become exercisable, in installments or otherwise, only after the completion of a specified service requirement, or the satisfaction or occurrence of other conditions. The Board of Directors may also, in its discretion, accelerate the exercisability of any Option at any time and provide in any Award Agreement that the Option shall become immediately exercisable as to all Common Shares remaining subject to the Option upon a Change in Control.

(ii) An Option may be exercised at any time or from time to time (subject, in the case of an Incentive Stock Option, to such restrictions as may be imposed by the Code), as to any or all full shares as to which the Option has become exercisable. Notwithstanding the foregoing provision, no Option may be exercised without the prior consent of the Committee by an Insider until the expiration of six months from the date of the grant of the Option.

(iii) Except as provided in Paragraphs 11, 12 and 13, no Option may be exercised at any time unless the holder thereof is then an Employee of the Company or one of its Affiliates.

(d) Payment

The purchase price of the Common Shares as to which an Option is exercised shall be paid in full at the time of exercise. Payment may be made (i) in cash, which may be paid by check, or other instrument acceptable to the Company, (ii) with the consent of the Committee, the Chief Executive Officer or the Chief Financial Officer, in Common Shares valued at the Fair Market Value on the date prior to exercise, or if there were no sales on such date, on the next preceding day on which there were sales, (iii) with the consent of the Committee, and subject to such terms and conditions as it may determine, by surrender of outstanding Awards under the Omnibus Plan, or (iv) any combination of the above. In addition, any amount necessary to satisfy applicable federal, state or local tax requirements shall be paid promptly upon notification of the amount due. The Committee, the Chief Executive Officer or the Chief Financial Officer, may permit such amount to be paid in Common Shares previously owned by the Emp loyee, or a portion of the Common Shares that otherwise would be distributed to such Employee upon exercise of the Option, or a combination of cash and such Common Shares.

(e) Change in Control

In the event of a Change in Control while any Option remains outstanding, unless the Board of Directors determines or the terms of any Award Agreement provide otherwise, all Options shall become immediately exercisable, and shall expire as of the effective date of any such Change in Control. In lieu of delivering all or any portion of the Common Shares as to which an Option has been exercised within sixty (60) days of a Change in Control, the Board of Directors may elect to pay each Optionee, not later than the effective date of any such transaction, an amount in cash equal to the excess of the Fair Market Value of the Common Shares the Optionee would have received upon exercise of the Option over the aggregate exercise price.

7. Stock Appreciation Rights

(a) Awards

The Committee may award Stock Appreciation Rights to Employees of the Company or any of its Affiliates. Stock Appreciation Rights may be either Tandem Rights or Freestanding Rights. Tandem Rights may be awarded either at the time the Option is granted or at any time prior to the exercise of the Option.

(b) Terms and Conditions

(i) Each Tandem Right shall be subject to the same terms and conditions as the related Option and shall be exercisable only to the extent the Option is exercisable.

(ii) The price per share specified in a Freestanding Right shall be determined by the Committee, but in no event shall be less than the Fair Market Value of the Common Shares as of the date of grant. The term of each Freestanding Right shall be such period of time as the Committee shall determine. Subject to the provisions of the Omnibus Plan, each Freestanding Right shall become vested as determined by the Committee. Prior to becoming 100% vested, each Freestanding Right shall become exercisable, in installments or otherwise, as the Committee shall determine. The Board of Directors may also, in its discretion, accelerate the exercisability of any Freestanding Right at any time, including a Change in Control.

(c) Exercise

(i) Upon exercise of a Stock Appreciation Right, (subject, in the case of a Tandem Right, to the surrender of the related Option or any unexercised portion thereof which the Employee determines to surrender for this purpose) the Employee shall be entitled to receive, subject to the provisions of the Omnibus Plan and such rules and regulations as from time to time may be established by the Committee, a payment having an aggregate value equal to (A) the excess of (i) the Fair Market Value on the exercise date of one Common Share over (ii) the Option price per share, in the case of a Tandem Right, or the price per share specified in the terms of a Freestanding Right, times (B) the number of Common Shares with respect to which the Stock Appreciation Right shall have been exercised.

(ii) Upon exercise of a Tandem Right, the number of Common Shares subject to exercise under the related Option shall automatically be reduced by the number of Common Shares represented by the Option or portion thereof surrendered.

(iii) A Tandem Right related to an Incentive Stock Option may only be exercised if the Fair Market Value of a Common Share on the exercise date exceeds the Option price.

(d) Payments

(i) The payment described in subparagraph (c)(i) above shall be made in the form of cash, Common Shares, or a combination thereof, as elected by the Employee, provided that the Committee shall have sole discretion to consent to or disapprove the election of an officer or director to receive all or part of a payment in cash.

(ii) If upon exercise of a Stock Appreciation Right the Employee is to receive a portion of the payment in Common Shares, the number of shares received shall be determined by dividing such portion by the Fair Market Value of a share on the exercise date. The number of Common Shares received may not exceed the number of Common Shares covered by any Option or portion thereof surrendered. Cash will be paid in lieu of any fractional share.

(iii) Whether payments to Employees upon exercise of Tandem Rights or Freestanding Rights are made in cash, Common Shares or a combination thereof, the Committee shall have sole discretion as to timing of the payments, whether in one lump sum or in annual installments or otherwise deferred, which deferred payments may in the Committee's sole discretion (i) bear amounts equivalent to interest or cash dividends, (ii) be treated as invested in the manner from time to time determined by the Committee, with dividends or other income thereon being deemed to have been so reinvested, or (iii) for the convenience of the Company, contributed to a trust, which may be revocable by the Company or subject to the claims of its creditors, for investment in the manner from time to time determined by the Committee and set forth in the instrument creating such trust, all as the Committee shall determine.

(iv) No payment will be required from the Employee upon exercise of a Stock Appreciation Right, except that any amount necessary to satisfy applicable federal, state or local tax requirements shall be withheld or paid promptly upon notification of the amount due and prior to or concurrently with delivery of cash or a certificate representing shares. The Committee may permit such amount to be paid in (i) Common Shares previously owned by the Employee, (ii) a portion of the Common Shares that otherwise would be distributed to such Employee upon exercise of the right, or (iii) a combination of cash and Common Shares.

8. Restricted Stock or Restricted Stock Units

(a) Awards

Restricted Stock or Restricted Stock Units may be awarded by the Committee in its sole discretion. At the time an award of Restricted Stock or Restricted Stock Units is made, the Committee shall (i) establish a Restricted Period applicable to such award, (ii) prescribe conditions for the lapse, including incremental lapse, of restrictions during the Restricted Period, or for the lapse or termination of restrictions upon the satisfaction or occurrence of other conditions in addition to or other than the expiration of the Restricted Period, including a Change in Control, and (iii) determine all other terms and conditions of such award, including voting and dividend or dividend equivalent rights.

(b) Restrictions on Transfer

Upon the grant of Restricted Stock, a stock certificate representing the number of Common Shares equal to the number of Restricted Stock granted to an Employee shall be registered in the Employee's name but shall be held in custody by the Company for the Employee's account. The Employee shall not be entitled to delivery of the certificate or to sell, transfer, assign, pledge or otherwise encumber the Restricted Stock until the expiration of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee. Upon the forfeiture of any Restricted Stock, such forfeited Restricted Stock shall be transferred to the Company without further action by the Employee.

(c) Delivery of Shares

Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee or at such earlier time as provided for in Paragraph 12, a stock certificate for the number of Common Shares with respect to which the restrictions have lapsed, or one Common Share for each Restricted Stock Unit with respect to which the restrictions have lapsed, shall be delivered, free of all such restrictions, except any that may be imposed by law, to the Employee or the Employee's beneficiary or estate, as the case may be. Fractional Shares will be paid in cash.

(d) Payment

No payment will be required from the Employee upon the issuance or delivery of any Common Shares, except that any amount necessary to satisfy applicable federal, state or local tax requirements shall be withheld or paid promptly upon notification of the amount due and prior to or concurrently with the issuance or delivery of a certificate representing such shares. The Committee may permit such amount to be paid in (i) Common Shares previously owned by the Employee, (ii) a portion of the Common Shares that otherwise would be distributed to such Employee upon the lapse of the restrictions applicable to the Restricted Stock or Restricted Stock Units, or (iii) a combination of cash and Common Shares.

9. Performance Awards

(a) Grant

Performance Awards may be granted to any Employee by the Committee in its sole discretion. A Performance Award shall consist of a right that is (i) denominated in cash or Common Shares, (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine.

(b) Terms and Conditions

Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine (i) the performance goals to be achieved during any performance period, (ii) the length of any performance period, (iii) the amount of any Performance Award, (iv) the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and (v) all other terms and conditions of any Performance Award, including the consequences of death, disability, termination of employment and Change in Control.

(c) Payment of Performance Awards

Performance Awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with procedures established by the Committee, on a current or deferred basis.

10. Other Stock-Based Awards

1. Employee Awards

The Committee shall have authority to grant to eligible Employees an "Other Stock-Based Award", which shall consist of any right that is an Award of Common Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares), as deemed by the Committee to be consistent with the purposes of the Plan, other than an Award described in Paragraphs 6 through 9 above.

b) Non-Employee Director Compensation

(i) The compensation of each Non-Employee Director shall be paid sixty percent (60%) in Common Shares and, unless otherwise elected under clause (ii) of this Paragraph 10(b) by a Non-Employee Director, forty percent (40%) in cash. The number of Common Shares to be issued in lieu of such cash shall be determined by dividing the Fair Market Value of the Common Shares on the date such compensation is otherwise payable into the amount required to be paid in Common Shares. Compensation for this purpose means annual retainer fees, but shall not include supplemental fees for committee chair positions and Board and committee meeting fees unless otherwise elected by the Non-Employee Director.

(ii) Each Non-Employee Director may elect in accordance with rules established by the Board and uniformly applied, to receive in Common Shares any part of such Non-Employee Director's compensation otherwise payable in cash. The number of Common Shares to be issued in lieu of such cash shall be determined by dividing the Fair Market Value of the Common Shares on the date the cash is otherwise payable into the cash amount elected to be received in Common Shares.

(iii) Except to the extent deferred in accordance with any deferred compensation plan for Non-Employee Directors, the number of Common Shares to be issued to a Non-Employee Director pursuant to this Paragraph 10(b) shall be rounded down to the next whole number of Common Shares.

(iv) Except as provided in clause (v) of this Paragraph 10(b), unless otherwise determined by the Committee, a Non-Employee Director may not sell, transfer, assign, pledge or otherwise encumber the Common Shares issued to such Non-Employee Director pursuant to Paragraph 10(b)(i) (the "Mandatory Shares") prior to the earliest of the date (the "Release Date") which is (x) the third anniversary of the last day of the fiscal year in which such Mandatory Shares were issued, (y) twelve months after such Non-Employee Director ceases to serve as a director of the Company for a reason other than such Non-Employee' Director's death or Total Disability, and (z) the death or Total Disability of such Non-Employee Director.

(v) Notwithstanding any other provision hereof, Mandatory Sharesmay be transferred, without receipt of consideration by the transferor, during the lifetime of the Non-Employee Director to one or more transferees who are members of the Non-Employee Director's immediate family or to a trust or other entity maintained for the benefit of such persons, provided that following any such transfer the Mandatory Shares may not be subsequently transferred until the Release Date. For this purpose "immediate family" means the Non-Employee Director's spouse, parents, children, grandchildren and the spouses of such parents, children and grandchildren.

11. Termination of Employment

Unless otherwise determined by the Committee, and subject to such restrictions as may be imposed by the Code in the case of any Incentive Stock Options, in the event that the employment or service of an Employee to whom an Option or Stock Appreciation Right has been granted under the Omnibus Plan shall be terminated for any reason (except as set forth in Paragraph 12), such Option or Stock Appreciation Right may, subject to the provisions of the Omnibus Plan, be exercised, to the extent that the Employee was entitled to do so at the termination of his employment or service, at any time within six months after such termination, or in the case of Incentive Stock Options at any time within ninety (90) days after such termination; provided, however, that any Option or Stock Appreciation Right held by an Employee whose employment is terminated for "cause" as determined by the Committee shall terminate immediately.

Unless otherwise determined by the Committee, if an Employee to whom Restricted Shares or Restricted Stock Units have been granted ceases to be an Employee prior to the end of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee for any reason other than death or Total Disability, the Employee shall immediately forfeit all Restricted Shares and Restricted Stock Units.

12. Death or Total Disability of Employee

Unless otherwise determined by the Committee, if an Employee to whom an Award has been granted under the Omnibus Plan shall die or suffer a disability while employed by the Company, such Option or Stock Appreciation Right may be exercised, to the extent it was exercisable at the date of termination, at any time within six months after the date of the Employee's death or Total Disability, but in no case later than the date on which the Option or Stock Appreciation Right otherwise terminates.

13. Non-Transferability of Awards

Awards granted under the Omnibus Plan shall not be transferable other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by Section 414(p) of the Code except to the extent provided in any Award Agreement and permitted under applicable law.

14. Adjustment upon Changes in Capitalization, etc.

(i) The existence of outstanding Options or other Awards shall not affect in any way the right or ability of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Shares or the rights hereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or substantially all of the outstanding stock of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise.

(ii) If the Company shall effect a subdivision, consolidation or reclassification of the Common Shares or other capital readjustment or recapitalization, the payment of a stock dividend, or other increase or reduction in the number of the Common Shares outstanding, without receiving compensation therefor in money, services or property, then the number, class, and per share price of Common Shares which are then the subject of outstanding options hereunder shall be appropriately adjusted in such a manner as to entitle Employees to receive, for the same aggregate cash consideration, if applicable, the same total number and class of shares as they would have received as a result of the event requiring the adjustment had they owned the underlying Common Shares.

(iii) Except as hereinbefore expressly provided, the issue by the Company of shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Common Shares then subject to outstanding options.

15. Effective Date

The Omnibus Plan shall be effective as of April 23, 1998, provided that the adoption of the Omnibus Plan shall have been approved by the stockholders of the Company. The Committee may, in its discretion, grant Awards under the Omnibus Plan, the grant, exercise or payment of which shall be expressly subject to the conditions that, to the extent required at the time of grant, exercise or payment, (i) if the Company deems it necessary or desirable, a Registration Statement under the Securities Act of 1933 with respect to such Common Shares shall be effective, and (ii) any requisite approval or consent of any governmental authority of any kind having jurisdiction over Awards granted under the Omnibus Plan shall be obtained.

16. Termination and Amendment

The Board may suspend, terminate, modify or amend the Omnibus Plan at any time without shareholder approval except as may be required by applicable laws, regulations, exchange requirements, the Company's Articles of Incorporation or By-laws. If the Omnibus Plan is terminated, the terms of the Omnibus Plan shall, notwithstanding such termination, continue to apply to Awards granted prior to such termination. In addition, no suspension, termination, modification or amendment of the Omnibus Plan may, without the consent of the Employee to whom an Award shall theretofore have been granted, adversely affect the rights of such Employee under such Award.

17. Miscellaneous

(a) Written Agreements

Each Award hereunder shall be evidenced by an Award Agreement which shall contain such restrictions, terms and conditions as the Committee may require.

(b) No Right to Employment

Nothing in the Omnibus Plan or in any Award granted pursuant to the Omnibus Plan shall confer upon any Employee any right to continue in the employ of the Company or any of its subsidiaries or interfere in any way with the right of the Company or any such subsidiary to terminate such employment at any time.

(c) Governing Law

The validity, construction, and effect of the Omnibus Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Rhode Island without resort to such State's conflict of laws rules.

(d) Severability

If any provision of the Omnibus Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Employee or Award, or would disqualify the Omnibus Plan or any Award under any law or regulations deemed applicable, or the compliance with which is deemed desirable, including any accounting rules or regulations, by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, rules or regulations, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Omnibus Plan or the Award, such provision shall be stricken as to such jurisdiction, Employee or Award and the remainder of the Omnibus Plan and any such Award shall remain in full force and effect.

(e) Other Laws

The Committee may refuse to issue or transfer any Common Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Common Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by an Employee, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Employee, holder, or beneficiary.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this amended Plan as of the 22nd day of April, 2004.

A. T. CROSS COMPANY

By: DAVID G. WHALEN
David G. Whalen
President and Chief Executive Officer

EX-31

Exhibit 31

CERTIFICATIONS

I, David G. Whalen, certify that:

I have reviewed this quarterly report on Form 10-Q of A.T. Cross Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 13, 2004
DAVID G. WHALEN
David G. Whalen
President and Chief Executive Officer

I, Gary S. Simpson, certify that:

I have reviewed this quarterly report on Form 10-Q of A.T. Cross Company;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 13, 2004
GARY S. SIMPSON
Gary S. Simpson
Chief Accounting Officer

EX-32

Exhibit 32

FORM OF 906 CERTIFICATION

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q for the quarter ended July 3, 2004 (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code.

David G. Whalen, the Chief Executive Officer and Gary S. Simpson, the Chief Accounting Officer of A.T. Cross Company, each certifies that, to the best of his knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of A.T. Cross Company.

Date: August 13, 2004	DAVID G. WHALEN
	David G. Whalen
	Chief Executive Officer
Date: August 13, 2004	GARY S. SIMPSON
	Gary S. Simpson
	Chief Accounting Officer