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 4, 2009 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
							X	Yes	__	No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).
							__	Yes	__	No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
		Large accelerated filer		__	Accelerated filer				X
		Non-accelerated filer		__	Smaller reporting company				__
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
							__	Yes	X	No
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of August 1, 2009:
			Class A common stock - Class B common stock -		13,336,897 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 AND SHARES)			JULY 4, 2009		JANUARY 3, 2009
ASSETS			(UNAUDITED)
Current Assets
	Cash and cash equivalents		$ 11,998		$ 18,629
	Short-term investments		3,483		1,193
	Accounts receivable, net		26,979		29,102
	Inventories		32,704		26,425
	Deferred income taxes		4,337		4,341
	Other current assets		5,581		8,844
		Total Current Assets	85,082		88,534
Property, Plant and Equipment, Net			15,717		15,609
Goodwill			15,279		14,526
Intangibles, Net			10,715		11,127
Deferred Income Taxes			11,490		11,480
Other Assets			1,982		2,683
Total Assets			$ 140,265		$ 143,959
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
	Accounts payable, accrued expenses and other liabilities		$ 16,179		$ 17,614
	Accrued compensation and related taxes		4,558		5,436
	Retirement plan obligations		2,407		2,619
		Total Current Liabilities	23,144		25,669
Long-Term Debt			21,721		21,721
Retirement Plan Obligations			14,552		14,681
Deferred Gain on Sale of Real Estate			3,520		3,780
Other Long-Term Liabilities			2,044		3,085
Accrued Warranty Costs			1,333		1,362
Commitments and Contingencies (Note M)			-		-
Total Liabilities			66,314		70,298
Shareholders' Equity
	Common stock, par value $1 per share:
	Class A - authorized 40,000 shares, 17,640 shares issued and
		13,337 shares outstanding at July 4, 2009, and 17,609 shares
		issued and 13,794 shares outstanding at January 3, 2009	17,640		17,609
	Class B - authorized 4,000 shares, 1,805 shares issued and
		outstanding at July 4, 2009 and January 3, 2009	1,805		1,805
	Additional paid-in capital		23,236		21,431
	Retained earnings		72,572		72,886
	Accumulated other comprehensive loss		(11,163	)	(11,956	)
	Treasury stock, at cost		(30,139	)	(28,114	)
		Total Shareholders' Equity	73,951		73,661
Total Liabilities and Shareholders' Equity			$ 140,265		$ 143,959
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 4, 2009		JUNE 28, 2008		JULY 4, 2009		JUNE 28, 2008
Net sales		$ 37,306		$ 43,208		$ 68,146		$ 79,465
Cost of goods sold		16,904		18,835		30,988		35,121
Gross Profit		20,402		24,373		37,158		44,344
Selling, general and administrative expenses		15,909		18,664		32,463		35,398
Service and distribution costs		1,727		1,867		3,339		3,518
Research and development expenses		576		639		1,195		1,212
Restructuring charges		737		-		797		-
Operating Income (Loss)		1,453		3,203		(636	)	4,216
Interest income		18		33		28		92
Interest expense		(362	)	(400	)	(618	)	(509	)
Other income (expense):		161		45		(184	)	48
Interest and Other Expense		(183	)	(322	)	(774	)	(369	)
Income (Loss)Before Income Taxes		1,270		2,881		(1,410	)	3,847
Income tax provision (benefit)		635		1,008		(1,096	)	1,372
Net Income (Loss)		$ 635		$ 1,873		$ (314	)	$ 2,475
Net Income Per Share:
Basic		$0.04		$0.12		($0.02	)	$ 0.16
Diluted		$0.04		$0.12		($0.02	)	$ 0.16
Weighted Average Shares Outstanding:
Denominator for Basic Net Income Per Share		14,581		14,987		14,835		15,043
	Effect of dilutive securities	12		396		-	(A)	383
Denominator for Diluted Net Income Per Share		14,593		15,383		14,835		15,426
(A) 1 incremental share related to options is not included due to the net loss since the effect of such shares would be anti-dilutive.
Total Comprehensive Income		$ 1,370		$ 1,824		$ 479		$ 2,505
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 4, 2009		JUNE 28, 2008
CASH (USED IN) PROVIDED BY:
Operating Activities:
	Net (Loss) Income				$ (314	)	$ 2,475
	Adjustments to reconcile net (loss) income to net cash (used in)
		provided by operating activities:
				Depreciation and amortization	3,027		2,743
				Restructuring charges	797		-
				Restructuring charges paid	(1,150	)	-
				Amortization of deferred gain	(260	)	(261	)
				Provision for bad debts	304		-
				Deferred income taxes	(94	)	-
				Provision for accrued warranty costs	252		331
				Warranty costs paid	(281	)	(329	)
				Stock-based compensation and directors' fees	317		739
				Unrealized gains on short-term investments	(84	)	-
				Unrealized gains on foreign exchange contracts	(126	)	-
				Unrealized foreign currency transaction gains	(43	)	(65	)
	Changes in operating assets and liabilities:
				Accounts receivable	2,583		2,088
				Inventories	(5,852	)	3,130
				Other assets	3,498		269
				Accounts payable and other liabilities	(3,945	)	(7,544	)
			Net Cash (Used in) Provided by Operating Activities		(1,371	)	3,576
Investing Activities:
	Payments related to the acquisition of Native, net of cash acquired				(296	)	(18,045	)
	Additions to property, plant and equipment				(2,537	)	(1,989	)
	Purchases of short-term investments				(16,823	)	-
	Sales of short-term investments				14,617		-
	Additions to trademarks and patents				(107	)	(82	)
			Net Cash Used in Investing Activities		(5,146	)	(20,116	)
Financing Activities:
	Proceeds from bank borrowings				-		18,796
	Repayment of bank borrowings				-		(985	)
	Purchase of treasury stock				(667	)	(494	)
	Proceeds from sale of Class A common stock				162		12
			Net Cash (Used in) Provided by Financing Activities		(505	)	17,329
Effect of exchange rate changes on cash and cash equivalents					391		63
(Decrease) Increase in Cash and Cash Equivalents					(6,631	)	852
Cash and cash equivalents at beginning of period					18,629		13,572
Cash and Cash Equivalents at End of Period					$ 11,998		$ 14,424
Income taxes paid (refunded), net					(2,434	)	1,154
Interest paid					550		316
See notes to condensed consolidated financial statements.

A. T. CROSS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 4, 2009

(UNAUDITED)

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. The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of July 4, 2009, and the results of operations for the three-month and six-month periods end ed July 4, 2009 and June 28, 2008. The results of operations for the six-month period ended July 4, 2009 are not necessarily indicative of the results to be expected for the full year. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated to the date of issuance of these financial statements. These financial statements should be read in conjunction with the Company's Annual report on Form 10-K for the year ended January 3, 2009, which includes consolidated financial statements and notes thereto for the years ended January 3, 2009, December 29, 2007 and December 30, 2006. The Company operates on a 52/53 week fiscal year, ending on the last Saturday closest to December 31, and consists of 13 week fiscal quarters. Fiscal 2008 was a 53 week year; the 4th quarter of 2008 was a 14 week quarter.

NOTE B - Acquisition of Native Eyewear, Inc. ("Native")
On March 24, 2008, the Company completed the acquisition of all of the outstanding shares of Native Eyewear, Inc., a designer and marketer of a branded line of sport polarized sunglasses and goggles. The acquisition of Native is part of the Company's strategy of becoming a leading designer and marketer of branded personal and business accessories. The Company accounted for this acquisition under the purchase method of accounting in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" ("SFAS 141"), which provides that purchase prices be allocated to the net assets acquired and the liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired approximated $11.9 million, which is deductible for income tax purposes. One of the acquired intangibles, the Native trade name, is deemed to have an indefinite life and will not be amortized for book purposes. The results of operations of Native since March 24, 2008 are included in the consolidated statements of operations of the Company.

As of April 4, 2009, the Company finalized the valuation of Native Eyewear, Inc.'s intangible assets. The Company executed an integration plan, including the consolidation of redundant activities. In the first six months of 2009, integration costs and asset valuation adjustments of $0.8 million were recorded as an adjustment to goodwill in accordance with Emerging Issues Task Force ("EITF") Issue No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination." Through July 4, 2009, $0.8 million of integration costs have been incurred and $0.6 million paid. Native is reported in the Company's Cross Optical Group segment.

The following is the final allocation of the purchase price of Native:

(THOUSANDS OF DOLLARS)
Cash Purchase Price		$ 17,861
Debt Assumed		985
Acquisition and Integration Costs		1,421
Cash Acquired		(266	)
Total Purchase Price		$ 20,001
Allocation:
Assets Acquired
	Accounts receivable	$ 978
	Inventories	2,067
	Property, plant and equipment	271
	Goodwill	11,936
	Intangible assets	7,502
	Other	71
Liabilities Assumed
	Accounts payable and accrued expenses	(2,473	)
	Accrued payroll and related benefits	(351	)
Net Assets Acquired		$ 20,001

NOTE C - Inventory
The components of inventory are as follows:

(THOUSANDS OF DOLLARS)		JULY 4, 2009	JANUARY 3, 2009
	Finished goods	$19,975	$15,108
	Work in process	2,051	2,539
	Raw materials	10,678	8,778
		$32,704	$26,425

NOTE D - Income Taxes
In the first six months of 2009, the effective tax rate was 77.7%, which included approximately $0.8 million of income tax benefit related to the net adjustment to the accrual of tax, interest and penalties as a result of the conclusion of the Internal Revenue Service (IRS) audit of our 2005 Federal income tax return. It also included approximately $0.1 million of income tax benefit related to the net adjustment to the accrual of tax, interest and penalties in accordance with Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"). As a result of the IRS audit, deferred taxes increased $0.1 million. In the first six months of 2008, the effective tax rate was 35.7%, which included approximately $0.1 million of income tax expense related to the net adjustment to the accrual of tax, interest and penalties in accordance with FIN 48. The tax rates, excluding the effect related to the adjus tment of the accrual of tax, interest and penalties related to the IRS audit and in accordance with FIN 48, were 15.5% and 34.2% in the first six months of 2009 and 2008, respectively. The decrease is the result of a shift in the percentage of overall profitability toward jurisdictions with lower tax rates.

NOTE E - Restructuring Charges
In 2008, the Company restructured certain of its Cross Accessory Division ("CAD") Lincoln based manufacturing operations in order to increase its competitiveness in the global marketplace by further leveraging the investment in China manufacturing operations. The Company also closed several underperforming retail stores and reduced headcount at its Lincoln facility. These restructuring programs, which were substantially complete by end of the first quarter of 2009, effectively moved certain Lincoln manufacturing operations to the Company's China facility and reduced the total retail store count by four. Approximately 50 manufacturing positions and 27 sales and administrative positions in the United States, and four sales and administrative positions in the United Kingdom were affected by these programs. In the second quarter of 2009, the Company expanded its restructuring efforts to further reduce headcount at its Lincoln and European facilities. Approximately $0.7 million of restructuring charg es were recognized in the second quarter of 2009. The Company incurred pre-tax restructuring charges of approximately $3.3 million since the inception of these programs. Of this $3.3 million, approximately $1.5 million was for severance and related expenses and approximately $1.8 million was for transition and other costs.

Restructuring liabilities are included in accounts payable, accrued expenses and other liabilities. The following is a tabular presentation of the restructuring liabilities related to these plans:

(THOUSANDS OF DOLLARS)		SEVERANCE & RELATED EXPENSES		PROFESSIONAL FEES & OTHER		TOTAL
Balances at April 4, 2009		$ 308		$ 2		$ 310
	Restructuring charges incurred	682		55		737
	Cash payments	(528	)	(40	)	(568	)
	Foreign exchange effects	1		-		1
Balances at July 4, 2009		$ 463		$ 17		$ 480

NOTE F - Segment Information
The Company has two reportable business segments: Cross Accessory Division ("CAD") and Cross Optical Group ("COG"). The Company evaluates segment performance based upon operating profit or loss. Following is the segment information for the Company:

(THOUSANDS OF DOLLARS)		THREE MONTHS ENDED				SIX MONTHS ENDED
		JULY 4, 2009		JUNE 28, 2008		JULY 4, 2009		JUNE 28, 2008
Revenues from External Customers:
	CAD	$ 20,762		$ 25,895		$ 39,527		$ 52,424
	COG	16,544		17,313		28,619		27,041
Total		$ 37,306		$ 43,208		$ 68,146		$ 79,465
Depreciation and Amortization:
	CAD	$ 1,153		$ 1,119		$ 2,279		$ 2,263
	COG	379		331		748		480
Total		$ 1,532		$ 1,450		$ 3,027		$ 2,743
Restructuring Charges:
	CAD	$ 737		$ -		$ 797		$ -
	COG	-		-		-		-
Total		$ 737		$ -		$ 797		$ -
Segment Operating (Loss) Income:
	CAD	$ (2,069	)	$ (1,289	)	$ (4,932	)	$ (1,306	)
	COG	3,522		4,492		4,296		5,522
Total		$ 1,453		$ 3,203		$ (636	)	$ 4,216
Total Interest and Other (Expense) Income:		$ (183	)	$ (322	)	$ (774	)	$ (369	)
Total Income (Loss) Before Income Taxes:		$ 1,270		$ 2,881		$ (1,410	)	$ 3,847
Expenditures on Long-Lived Assets:
	CAD	$ 1,273		$ 888		$ 2,062		$ 1,517
	COG	181		190		582		554
Total		$ 1,454		$ 1,078		$ 2,644		$ 2,071

		JULY 4, 2009	JANUARY 3, 2009
Segment Assets:
	CAD	$ 87,321	$ 99,836
	COG	52,944	44,123
	Total	$ 140,265	$ 143,959
Goodwill:
	CAD	$ -	$ -
	COG	15,279	14,526
	Total	$ 15,279	$ 14,526

NOTE G - Warranty Costs
The Cross Accessory Division's Cross-branded writing instruments are sold with a full warranty of unlimited duration against mechanical failure. CAD's accessories are sold with a one-year warranty against mechanical failure and defects in workmanship and timepieces are warranted for a period of two years. Costa Del Mar and Native sunglasses are sold with a lifetime warranty against defects in materials and workmanship. Estimated warranty costs are accrued at the time of sale. The most significant factors in the estimation of accrued warranty costs include the operating efficiency and related cost of the service department, unit sales and the number of units that are eventually returned for warranty repair. The current portions of accrued warranty costs were $0.5 million at July 4, 2009 and January 3, 2009, and were recorded in accrued expenses and other liabilities. The following chart reflects the activity in aggregate accrued warranty costs:

(THOUSANDS OF DOLLARS)		THREE MONTHS ENDED				SIX MONTHS ENDED
		JULY 4, 2009		JUNE 28, 2008		JULY 4, 2009		JUNE 28, 2008
Accrued Warranty Costs - beginning of period		$ 1,792		$ 1,756		$ 1,823		$ 1,730
	Warranty liabilities assumed	-		-		-		26
	Warranty costs paid	(151	)	(198	)	(281	)	(329	)
	Warranty costs accrued	153		200		252		331
Accrued Warranty Costs - end of period		$ 1,794		$ 1,758		$ 1,794		$ 1,758

NOTE H - Line of Credit
In the first quarter of 2008 and again in the first quarter of 2009, the Company amended its secured revolving line of credit with Bank of America, N.A. Under the amended line of credit agreement, the bank agreed to make loans to the Company in an aggregate amount not to exceed $35.0 million, including up to $5.0 million equivalent in Eurocurrency loans denominated in pounds sterling or Euro ("Eurocurrency Loans") and up to $30.0 million of other committed loans to the Company ("Committed Loans") at any time. As part of the aggregate availability, the bank may also issue up to $5.0 million in letters of credit. Subject to the limits on availability and the other terms and conditions of this credit agreement, amounts may be borrowed, repaid and reborrowed without penalty. This amended credit facility matures and amounts outstanding must be paid on March 31, 2011.

The interest rate for the Committed Loans will be, at the Company's option, either (i) the London Interbank Offered Rate ("LIBOR") plus an applicable margin or (ii) the higher of the federal funds rate plus 50 basis points or the bank's prime rate plus an applicable margin. The interest rate for any Eurocurrency Loans will be an interest settlement rate for deposits in pounds sterling or Euro plus an applicable margin. The applicable margin for LIBOR and Eurocurrency loans will be an amount between 2.25% and 3.00% and the applicable margin for federal funds or the bank's prime rate will be an amount between 1.00% and 1.25%, which will vary from time to time based upon the Company's consolidated leverage ratio.

Under the line of credit agreement, the Company has agreed to comply with certain affirmative and negative covenants. The most restrictive covenant restricts the Company from declaring cash dividends on its common stock. The agreement requires the Company to maintain a minimum consolidated tangible net worth, computed at each year end, a maximum level of capital expenditures and a minimum ratio of adjusted EBITDA to required debt service payments over any four-quarter period, each of which is calculated in accordance with the agreement. Amounts due under the credit agreement are guaranteed by certain domestic and foreign subsidiaries of the Company. Amounts due are also secured by a pledge of the assets of the Company and those of certain of its domestic subsidiaries.

At July 4, 2009, the outstanding balance of the Company's amended line of credit was $21.7 million, bearing an interest rate of approximately 3.07%, and the unused and available portion, according to the terms of the amended agreement, was $13.3 million. At January 3, 2009, the outstanding balance of the Company's line of credit was $21.7 million, bearing an interest rate of approximately 3.18%, and the unused and available portion, according to the terms of the agreement, was $13.3 million.

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

(THOUSANDS OF DOLLARS)	THREE MONTHS ENDED				SIX MONTHS ENDED
	JULY 4, 2009		JUNE 28, 2008		JULY 4, 2009		JUNE 28, 2008
Service cost	$ 25		$ 17		$ 50		$ 33
Interest cost	579		573		1,157		1,145
Expected return on plan assets	( 536	)	( 627	)	( 1,072	)	( 1,253	)
Amortization of unrecognized loss	93		-		186		-
Amortization of prior service cost	3		2		6		5
Net Periodic Benefit Cost	$ 164		$ ( 35	)	$ 327		$ ( 70	)

The Company expects to contribute $1.0 million to its defined benefit pension plans, $1.0 million to its defined contribution retirement plans and $0.1 million to its excess benefit plan in 2009. Additionally, the Company expects to meet or exceed its minimum funding requirements for its defined benefit plans in future years. The Company anticipates these future funding requirements to be between $1.0 million and $2.0 million per year.

NOTE J- Goodwill and Other Intangible Assets
The Company accounts for goodwill and intangible assets in accordance with SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). Under SFAS 142, goodwill and certain intangible assets with indefinite-lives are not amortized but are subject to an annual impairment test, or more frequently, if events or circumstances occur that would indicate a potential decline in their fair value. The Company has identified two reporting units, consisting of the CAD and COG segments. The Company performs the assessment annually during the fourth quarter or on an interim basis if potential impairment indicators arise, and determines the fair value of the reporting units using established income and market valuation approaches.

At July 4, 2009 and January 3, 2009, the carrying value of goodwill was approximately $15.3 million and $14.5 million, respectively. The entire $0.8 million increase in goodwill was due to integration costs related to the acquisition of Native Eyewear, in accordance with EITF Issue No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination." The $15.3 million goodwill balance at July 4, 2009, $11.9 million of which is expected to be tax deductible, related entirely to the COG segment. Other intangibles consisted of the following:

(THOUSANDS OF DOLLARS)			JULY 4, 2009			JANUARY 3, 2009
		GROSS CARRYING AMOUNT		ACCUMULATED AMORTIZATION	OTHER INTANGIBLES NET	GROSS CARRYING AMOUNT	ACCUMULATED AMORTIZATION	OTHER INTANGIBLES NET
Amortized:
	Trademarks	$ 8,961		$ 8,455	$ 506	$ 8,868	$ 8,321	$ 547
	Patents	3,134		2,979	155	3,120	2,920	200
	Customer relationships	3,170		566	2,604	3,170	340	2,830
	Non-compete agreements	800		250	550	800	150	650
		$16,065		$12,250	3,815	$15,958	$11,731	4,227
Not Amortized:
	Trade names				6,900			6,900
Intangibles, Net					$10,715			$11,127

The estimated future amortization expense for other intangibles remaining as of July 4, 2009 is as follows:

(THOUSANDS OF DOLLARS)	2009	2010	2011	2012	2013	Thereafter
	$490	$889	$796	$589	$484	$567

NOTE K - Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS 141R"). This Statement replaces FASB Statement No. 141 "Business Combinations" and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS 141R is designed to improve, simplify and converge the accounting for business combinations. The Company adopted SFAS 141R as of January 4, 2009. The effect of adopting SFAS 141R on the Company's consolidated financial statements, results of operations or cash flows was not material.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161"), which amends and expands the disclosure requirements of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), to provide an enhanced understanding of the use of derivative instruments, how they are accounted for under SFAS 133 and their effect on financial position, financial performance and cash flows. The Company adopted the disclosure provisions of SFAS 161 in the first quarter of 2009.

In April 2008, the FASB issued FASB Staff Position ("FSP") No. 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. The objective of FSP 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other accounting principles. FSP 142-3 applies to all intangible assets, whether acquired in a business combination or otherwise, and early adoption is prohibited. The Company adopted FSP 142-3 in the first quarter of fiscal year 2009. The effect of FSP 142-3 was not material to the Company's consolidated financial statements, results of operations or cash flows.

In December 2008, the FASB issued FSP No. 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets" ("FSP 132(R)-1"), which requires additional disclosures for employers' pension and other postretirement benefit plan assets. Pension and other postretirement benefit plan assets were not included within the scope of SFAS 157. FSP 132(R)-1 requires employers to disclose information about fair value measurements of plan assets similar to the disclosures required under SFAS 157, including the investment policies and strategies for the major categories of plan assets, and significant concentrations of risk within plan assets. The Company will be required to adopt FSP 132(R)-1 as of January 2, 2010. FSP 132(R)-1 provides only disclosure requirements; the adoption of this standard will not have a material impact on the consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1 and Accounting Principles Board ("APB") 28-1, "Interim Disclosures about Fair Value of Financial Instruments", which requires disclosures about fair value of financial instruments in interim reporting periods as well as in annual financial statements.  The effective date for FSP No. FAS 107-1 and APB 28-1 is June 15, 2009. The Company has adopted the provisions of this FSP as of July 4, 2009. Although the adoption of FSP No. FAS 107-1 and APB 28-1 did not impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures, which are included in Note L.

In May 2009, the FASB issued SFAS No. 165 "Subsequent Events" ("SFAS 165").  SFAS 165 defines the subsequent events or transactions period, circumstances under which such events or transactions should be recognized, and disclosures regarding subsequent events or transactions.  SFAS 165 is effective for interim or annual periods ending after June 15, 2009.  The Company has adopted the provisions of SFAS 165 as of July 4, 2009.  Although the adoption of SFAS 165 did not impact its financial condition, results of operations, or cash flow, the Company is now required to provide additional disclosures, which are included in Note A.

NOTE L - Financial Instruments

The Company is exposed to market risks arising from adverse changes in foreign exchange and interest rates. In the normal course of business, the Company manages these risks through a variety of strategies, including the use of derivatives. Certain derivatives are designated as cash flow hedges and qualify for hedge accounting treatment, while others do not qualify and are marked to market through earnings. Cash flows from derivatives used to manage foreign exchange or interest risks are classified as selling, general and administrative expenses. The Company accounts for derivative instruments and hedging activities in accordance with SFAS 133.

For cash flow hedges, changes in fair value are deferred in accumulated other comprehensive loss within shareholders' equity until the underlying hedged item is recognized in net income. For fair value hedges, changes in fair value are recognized immediately in earnings, consistent with the underlying hedged item. Hedging transactions are limited to an underlying exposure. As a result, any change in the value of the derivative instruments would be substantially offset by an opposite change in the value of the underlying hedged items. Hedging ineffectiveness and a net earnings impact occur when the change in the value of the hedge does not offset the change in the value of the underlying hedged item. Ineffectiveness of the Company's hedges is not material. If the derivative instrument is terminated, the Company continues to defer the related gain or loss and include it as a component of the cost of the underlying hedged item. Upon determination that the underlying hedged item will not be part of an actual transaction, the Company recognizes the related gain or loss in the statement of operations immediately.

The Company also uses derivatives that do not qualify for hedge accounting treatment. The Company accounts for such derivatives at market value with the resulting gains and losses reflected in the statement of operations.

The Company enters into arrangements with individual counterparties that it believes are creditworthy and generally settle such arrangements on a net basis. In addition, the Company performs a quarterly assessment of counterparty credit risk, including a review of credit ratings, credit default swap rates and potential nonperformance of the counterparty. Based on the most recent quarterly assessment of counterparty credit risk, the Company considers this risk to be low.

Foreign Exchange

The Company enters into derivatives, primarily forward foreign exchange contracts with terms of no more than one year, to manage risk associated with exposure to certain foreign currency denominated balance sheet positions, primarily intercompany accounts receivables. Gains or losses resulting from the translation of certain foreign currency balance sheet positions are recognized in the statement of operations as incurred. Foreign currency derivatives had a total notional value of $22.3 million as of July 4, 2009 and $23.1 million as of January 3, 2009. Gains and losses on the derivatives were generally offset by changes in U.S. dollar value of the underlying hedged items.

Interest Rates

In March 2008, the Company entered into three interest rate swap agreements with a total initial notional amount of $15.0 million and a term of three years. These swaps effectively fix the interest rate on a portion of the Company's three-year line of credit at approximately 3.64%. Amounts paid or received under these swap agreements are recorded as adjustments to interest expense. The Company measures hedge ineffectiveness using the "hypothetical" derivative method. These swaps have been designated cash flow hedges and the effect of the mark-to-market valuations are recorded as an adjustment, net of tax, to accumulated other comprehensive loss. From inception to July 4, 2009, the effect of the mark-to-market valuations, net of tax, was an unrealized loss of approximately $0.4 million and is included as a component of accumulated other comprehensive loss. At July 4, 2009, the combined notional value of these three interest rate swaps was $15.0 million.

Fair Value Measurements

The Company adopted SFAS No. 157, "Fair Value Measurements" ("SFAS 157") as of the beginning of the 2008 fiscal year as it relates to financial assets and liabilities that are fair value measured on a recurring basis. As of the beginning of the 2009 fiscal year, the Company adopted SFAS 157 as it relates to non-financial assets and liabilities that are measured at fair value on a non-recurring basis, which, for the Company, includes goodwill, other non-amortizable intangible assets and long-lived assets. The Company's adoption of SFAS 157 did not have a material impact on its consolidated financial statements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1	Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2	Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3	Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability.

The fair values of our financial assets and liabilities are categorized as follows:

(THOUSANDS OF DOLLARS)			JULY 4, 2009
Assets:			LEVEL 1	LEVEL 2	LEVEL 3	TOTAL
	Money market funds (A)		$ 2,726	$ -	$ -	$ 2,726
	Short-term investments (B)		3,483	-	-	3,483
	Derivatives not designated as hedging instruments under SFAS 133:
		Foreign exchange contracts (C)	-	126	-	126
Total Assets at Fair Value			$ 6,209	$ 126	$ -	$ 6,335

Liabilities
	Derivatives designated as hedging instruments under SFAS 133:
		Interest rate swaps (D)	$ -	$ 645	$ -	$ 645
Total Liabilities at Fair Value			$ -	$ 645	$ -	$ 645
(A) (B) (C) (D)		Value based on quoted market prices of identical instruments, fair value included in cash and cash equivalents Value based on quoted market prices of identical instruments Value based on the present value of the forward rates less the contract rate multiplied by the notional amount, fair value included in other current assets or accounts payable, accrued expenses and other liabilities Value derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve, fair value included in accounts payable, accrued expenses and other liabilities

Accounts receivable are recorded at net realizable value, which approximates fair value. Accounts payable, included in accounts payable, accrued expenses and other current liabilities, is recorded at historical cost, which approximates fair value due to the short-term nature of the liabilities. Long-term debt is recorded at historical cost, which approximates fair value due to the variable interest rate.

The effective portion of the pre-tax losses (gains) on our derivative instruments for the three months ended July 4, 2009 are categorized in the following table:

(THOUSANDS OF DOLLARS)		GAINS RECOGNIZED IN STATEMENT OF OPERATIONS	GAINS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Fair Value / Non-designated Hedges:
	Foreign exchange contracts (A)	$ 126
Cash Flow Hedges:
	Interest rate swaps	$ -	$ 93
(A)	Included in selling, general and administrative expenses

NOTE M - Commitments and Contingencies
The Company is named as one of approximately ninety defendants in a contribution suit brought by CCL/Unilever relating to the J.M. Mills Landfill Site (the "Site"), which is part of the Peterson/Puritan Superfund Site in Cumberland, Rhode Island. These complaints allege that the Company is liable under CERCLA for contribution for past and future site investigation costs incurred at the Site. Past and future site investigation costs (excluding the required remedy) are currently estimated at $7 million. Based upon our investigation to date, there does not appear to be evidence to support a finding that the Company arranged for the disposal of hazardous substances at this Site. Formal discovery has recently commenced. At July 4, 2009, the Company had not established a liability for any environmental remediation relating to the J.M. Mills Landfill Site, as its potential liability, if any, is currently not 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 is a leading designer and marketer of branded personal accessories including writing instruments, watches, reading glasses, personal and business accessories and sunglasses. The Company has been operating in a difficult economic environment in mature as well as competitive categories. The Company has challenged itself to build upon its unique attributes in order to develop a vibrant, diversified and forward-looking company poised for sustainable growth and long-term profit.

Cross Accessory Division ("CAD")

The Company has been a manufacturer and marketer of fine quality writing instruments since 1846. 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. Also under the Cross brand, CAD offers a variety of personal and business accessories including leather goods, reading glasses, watches, desk sets, business totes, cufflinks, and stationery. CAD offers a lower-priced line of writing instruments and after-market refills under the brand name Penatia.

Cross Optical Group ("COG")

The Company established an optical segment with the 2003 acquisition of Costa Del Mar Sunglasses, Inc., a designer, manufacturer and marketer of high-quality polarized sunglasses. This segment typically records its highest sales and operating income in the second quarter of the fiscal year. On March 24, 2008, the Company acquired Native Eyewear, Inc.

Results of Operations Second Quarter 2009 Compared to Second Quarter 2008

In the second quarter of 2009, the Company reported net income of $0.6 million, or $0.04 per basic and diluted share, compared to net income of $1.9 million, or $0.12 per basic share and diluted share in the second quarter of 2008.

The following chart details net sales performance:

(THOUSANDS OF DOLLARS)		THREE MONTHS ENDED		PERCENTAGE
		JULY 4, 2009	JUNE 28, 2008	CHANGE
Cross Accessory Division (CAD)		20,762	$ 25,895	(19.8)%
Cross Optical Group (COG)		16,544	17,313	(4.4)%
	Consolidated Net Sales	$ 37,306	$ 43,208	(13.7)%

Consolidated net sales were $37.3 million in the second quarter of 2009 compared to $43.2 million in the second quarter of 2008. The effect of foreign exchange was unfavorable to consolidated second quarter 2009 sales results by approximately $0.9 million, or 2.2 percentage points.

The continued weakness in worldwide economic conditions had an adverse effect on CAD and COG sales in the second quarter of 2009 compared to the second quarter of 2008. Retailers have been reducing inventory levels and business gift sales are down by a significant amount. As a result, most major CAD divisions reported revenue declines in the second quarter of 2009 compared to 2008. In addition, the effect of foreign exchange was unfavorable to CAD second quarter 2009 sales results by approximately $0.9 million, or 3.6 percentage points. The Costa Del Mar brand grew modestly but Native was down in the second quarter compared to the prior year.

The following chart details gross profit margins:

	THREE MONTHS ENDED		PERCENTAGE POINT CHANGE
	JULY 4, 2009	JUNE 28, 2008
CAD	51.8%	53.0%	(1.2)
COG	58.4%	61.5%	(3.1)
Consolidated Gross Profit Margin	54.7%	56.4%	(1.7)

The decline in CAD gross profit margin was due entirely to the unfavorable effect of foreign exchange on revenue for the second quarter of 2009 compared to the second quarter of 2008. COG margins in the second quarter of 2009 were adversely affected by the US Dollar to Japanese Yen exchange rate changes compared to the prior year and the lower mix of Native Eyewear sales which generate higher gross margins than Costa Del Mar products.

Operating expenses for the second quarter of 2009 were $18.9 million, or 50.8% of sales, as compared to $21.2 million, or 49.0% of sales, a year ago, a decrease of 10.5%. The CAD segment reduced operating expenses by 14.7% in the second quarter of 2009 compared to 2008. Included in the CAD segment operating expenses are $0.7 million of restructuring charges. Excluding the effect of restructuring, consolidated operating expenses for the 2009 second quarter were 48.8% of sales, a decrease of approximately 14.0%, and CAD operating expenses for the 2009 second quarter were 19.6% lower than the second quarter of 2008. The COG segment operating expenses were even with last year.

In the second quarter of 2009 the effective tax rate was 50.0% compared to 35.0% in the second quarter of 2008. The decrease is the result of a shift in the percentage of forecasted profitability to tax jurisdictions with lower tax rates during the second quarter of 2009.

Results of Operations Six Months Ended July 4, 2009 Compared to Six Months Ended June 28, 2008

In the six months ended July 4, 2009, the Company reported a net loss of $0.3 million, or $0.02 per basic and diluted share, compared to net income of $2.5 million, or $0.16 per basic and diluted share, in the six months ended June 28, 2008.

The following chart details net sales performance:

(THOUSANDS OF DOLLARS)		SIX MONTHS ENDED		PERCENTAGE
		JULY 4, 2009	JUNE 28, 2008	CHANGE
Cross Accessory Division (CAD)		39,527	$ 52,424	(24.6)%
Cross Optical Group (COG)		28,619	27,041	5.8%
	Consolidated Net Sales	$ 68,146	$ 79,465	(14.2)%

Consolidated net sales were $68.1 million in the first six months of 2009 compared to $79.5 million in the first six months of 2008. Sales of Native Eyewear, part of the COG acquired on March 24, 2008, were favorable to the consolidated first six months of 2009 sales results by 1.9 percentage points. The effect of foreign exchange was unfavorable to consolidated first six months 2009 sales results by approximately $1.9 million, or 2.3 percentage points.

The continued weakness in worldwide economic conditions had a significant adverse effect on CAD sales in the first six months of 2009 compared to the first six months of 2008. Retailers have been very cautious about inventory levels and business gift sales are down. As a result, all major CAD divisions reported revenue declines in the first six months of 2009 compared to 2008. In addition, the effect of foreign exchange was unfavorable to CAD first six months 2009 sales results by approximately $1.9 million, or 3.5 percentage points.

The Costa Del Mar brand grew in the first six months of 2009 compared to 2008 as new styles were introduced and a number of new accounts were added. In addition, the inclusion of Native Eyewear, acquired on March 24, 2008, comprised a significant portion of the COG sales increase.

The following chart details gross profit margins:

	SIX MONTHS ENDED		PERCENTAGE POINT CHANGE
	JULY 4, 2009	JUNE 28, 2008
CAD	52.3%	53.5%	(1.2)
COG	57.6%	60.2%	(2.6)
Consolidated Gross Profit Margin	54.5%	55.8%	(1.3)

The decline in CAD gross profit margin was due entirely to the unfavorable effect of foreign exchange on revenue for the first six months of 2009 compared to the first six months of 2008. COG margins in the first six months of 2009 were adversely affected, approximately 1.5PP, by the US Dollar to Japanese Yen exchange rate changes compared to the prior year, and the lower mix of Native Eyewear sales which generate higher gross margins than Costa Del Mar products.

Operating expenses for the first six months of 2009 were $37.8 million, or 55.5% of sales, as compared to $40.1 million, or 50.5% of sales, a year ago, a decrease of 5.8%. The COG segment operating expenses increased by 13.2%, primarily due to the acquisition of Native Eyewear. The CAD segment reduced operating expenses by 12.8%. Included in the CAD segment operating expenses are $0.8 million of restructuring charges. Excluding the effect of restructuring, consolidated operating expenses for the 2009 first six months were 54.3% of sales, a decrease of approximately 7.8%, and CAD operating expenses for the 2009 first six months would have been 15.5% lower than the first six months of 2008.

In the first six months of 2009, the effective tax rate was 77.7%, which included approximately $0.8 million of income tax benefit related to the net adjustment to the accrual of tax, interest and penalties as a result of the conclusion of the Internal Revenue Service (IRS) audit of our 2005 Federal income tax return. It also included approximately $0.1 million of income tax benefit related to the net adjustment to the accrual of tax, interest and penalties in accordance with Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"). As a result of the IRS audit, deferred taxes increased $0.1 million. In the first six months of 2008, the effective tax rate was 35.7%, which included approximately $0.1 million of income tax expense related to the net adjustment to the accrual of tax, interest and penalties in accordance with FIN 48. The tax rates, excluding the effect related to the adjustment of the accrual of tax, interest and penalties related to the IRS audit and in accordance with FIN 48, were 15.5% and 34.2% in the first six months of 2009 and 2008, respectively. The decrease is the result of a shift in the percentage of forecasted profitability to tax jurisdictions with lower tax rates.

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 line of credit. These sources have been sufficient in the past to support the Company's routine operating requirements, capital projects, restructuring programs, contributions to the retirement plans, stock repurchase programs and debt service. The Company expects its future cash needs in 2009 will be met by these historical sources of liquidity and capital.

The Company's cash balance of $15.5 million at July 4, 2009 decreased $4.3 million from January 3, 2009. The most significant factors affecting the Company's cash balance are discussed in this section.

Accounts receivable decreased since the end of fiscal 2008 by approximately $2.1 million to $27.0 million. CAD accounts receivable decreased $6.7 million and COG accounts receivable increased $4.6 million. The decline in CAD accounts receivable was primarily due to the seasonally lower sales volume in the second quarter of 2009 compared to the fourth quarter of 2008. The increase in COG accounts receivable was due primarily to the seasonally higher COG sales volume in the second quarter of 2009 compared to the fourth quarter of 2008.

Inventory was $32.7 million at July 4, 2009, an increase of $6.3 million since January 3, 2009. CAD inventory increased $3.6 million and COG inventory levels increased by $2.7 million from year end 2008. The increase in CAD segment inventory was due to planned increases to support sales volume in the last six months of the year. The increase in COG inventory was due to the increase in stock levels to support a number of new product launches and anticipated higher sales volumes.

The Company has a $35 million secured line of credit with a bank. Under this agreement, the Company has the option to borrow at various interest rates depending upon the type of borrowings made and the Company's consolidated leverage ratio. The unused and available portion of this line of credit was $13.3 million at July 4, 2009 and January 3, 2009. The Company was in compliance with its various debt covenants as of July 4, 2009. The agreement requires the Company to maintain a minimum consolidated tangible net worth, computed at each year end, a maximum level of capital expenditures and a minimum ratio of adjusted EBITDA to required debt service payments over any four-quarter period, each of which is calculated in accordance with the agreement:

Covenant Description	Covenant Requirement	Calculated Company Value July 4, 2009
Tangible Net Worth	Cannot be less than $40 million	$48.0 million
Capital Expenditures	Cannot exceed the greater of $10 million in a year or $10 million plus prior year expenditures less the $10 million cap	$3 million
Consolidated Debt Service Ratio	Cannot exceed 2.5 to 1	2.07:1

The Company expects to contribute $1.0 million to its defined benefit pension plans, $1.0 million to its defined contribution retirement plans and $0.1 million to its excess benefit plan in 2009. Additionally, the Company expects to meet or exceed its minimum funding requirements for its defined benefit plans in future years. The Company anticipates these future funding requirements to be between $1.0 million and $2.0 million per year.

As part of the acquisition of Native Eyewear, the Company assumed the liability of future payments associated with a "settlement in lieu of future royalties." The payments will be $0.2 million each January through 2012.

The Company believes that existing cash and cash provided by operations, supplemented as appropriate by the Company's borrowing arrangements, will be adequate to finance its foreseeable operating and capital requirements, the stock repurchase plan and contributions to the retirement plans. Should operating cash flows in 2009 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 4, 2009, cash available for domestic operations was approximately $10.3 million, while cash held offshore was approximately $5.2 million.

Critical Accounting Policies

There have been no changes to our critical accounting policies and estimates from the information provided in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Form 10-K for the fiscal year ended January 3 2009:

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 the availability of sources of cash; anticipated compliance with laws and regulations (including but not limited to environmental laws); and anticipated sufficiency of available working capital. The Company cautions that a number of important factors could cause the Company's actual results for fiscal 2009 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements involve a number of risks and uncertainties. For a discussion of certain of other of those risks, see "Risk Factors" in Item 1A of the Company's 2008 Annual Report on Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Refer to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 2009 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 2008 Annual Report on Form 10-K.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of July 4, 2009 and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the second quarter of 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Refer to Item 3 in the Company's Form 10-K Annual Report for the fiscal year ended January 3, 2009 for a complete discussion of the Company's legal proceedings. 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 1a. Risk Factors.

Refer to Item 1A in the Company's Form 10-K Annual Report for the fiscal year ended January 3, 2009 for a complete discussion of the risk factors which could materially affect the Company's business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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 5, 2009 - May 2, 2009	15,546		$2.81	15,546	624,775
May 3, 2009 - May 30, 2009	23,935		$2.83	23,935	600,840
May 31, 2009 - July 4, 2009	3,899		$2.24	3,899	596,941
Total	43,380		$2.77	43,380

In 2008, the Company's Board of Directors authorized management to repurchase up to 1.0 million shares of the Company's outstanding Class A common stock, depending on market conditions. At July 4, 2009, the Company had purchased 405,726 shares under this plan for approximately $1.1 million at an average price per share of $2.71.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting on April 23, 2009 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 was approved by the vote of 12,547,722 Class A common shares in favor, 130,746 against, 15,015 abstaining, and by the vote of 1,804,800 Class B common 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	12,566,091	127,392
		Andrew J. Parsons	12,438,203	255,280
		James C. Tappan	12,399,175	294,307

The following directors were elected by the unanimous vote of 1,804,800 Class B shares:
	Russell A. Boss
	David G. Whalen
	Bernard V. Buonanno, Jr.
	Edward J. Cooney
	Susan M. Gianinno
	Harlan M. Kent

Item 5. Other Information.

None

Item 6. Exhibits.

Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification 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

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 12, 2009	By: DAVID G. WHALEN David G. Whalen Chief Executive Officer
Date: August 12, 2009	By: KEVIN F. MAHONEY Kevin F. Mahoney Senior Vice President, Finance and Chief Financial Officer

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David G. Whalen, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of A.T. Cross Company;
2.	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;
3.	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;
4.	The registrant's other certifying officer 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
5.	The registrant's other certifying officer 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 12, 2009			DAVID G. WHALEN
			David G. Whalen
			President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kevin F. Mahoney, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of A.T. Cross Company;
2.	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;
3.	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;
4.	The registrant's other certifying officer 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
5.	The registrant's other certifying officer 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 12, 2009			KEVIN F. MAHONEY_____
			Kevin F. Mahoney
			Chief Financial 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 4, 2009 (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 Kevin F. Mahoney, the Chief Financial 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 12, 2009	DAVID G. WHALEN
	David G. Whalen
	Chief Executive Officer
	KEVIN F. MAHONEY
	Kevin F. Mahoney
	Chief Financial Officer

COVER

VIA EDGAR

August 12, 2009

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549

Re: A. T. Cross Company
Commission File No. 1-6720

Ladies and Gentlemen:

Accompanying this letter for filing pursuant to the Securities Act of 1934, as amended, is a conformed copy of Form 10-Q for the A. T. Cross Company covering the quarterly and six month period ended July 4, 2009. Manually executed signature pages have been executed prior to the time of this electronic filing and will be retained by the Company for five years.

We trust you will find everything in order.

Very truly yours

JOSEPH V. BASSI

Joseph V. Bassi

Finance Director