CROSS A T CO, 10-K, 1995-03-28

CROSS A T CO
10-K, 1995-03-28
PENS, PENCILS & OTHER ARTISTS' MATERIALS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1994

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934 [NO FEE REQUIRED]

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 05-0126220
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

One Albion Road, Lincoln, Rhode Island 02865
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (401) 333-1200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered:
Class A Common Stock ($1. Par Value) American Stock Exchange

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

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 1995:
Class A common stock - $192,448,425

(For this purpose all directors have been treated as affiliates).

The number of shares outstanding of each of the issuer's classes of common
stock as of February 28, 1995:
Class A common stock - 14,725,302 shares
Class B common stock - 1,804,800 shares

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to shareholders for the year ended December
31, 1994 are incorporated by reference into Parts I, II and IV. Portions
of the definitive proxy statement for the 1995 annual meeting of
shareholders are incorporated by reference into Part III.
PART I

Item 1. BUSINESS

A. T. Cross Company (the "registrant") currently operates predominantly in
one business segment, the manufacture and sale of high quality writing
instruments.

The registrant manufactures high quality writing instruments consisting of
ball-point and fountain pens, Selectip roller-ball pens (which also
accommodate a porous point refill), mechanical pencils, desk sets and ball-
point refills. The registrant's writing instruments are offered in a
traditional, narrow girth as well as a new wider girth line referred to as
the Townsend collection. In addition, the registrant markets writing
instrument accessories. The registrant continues to be one of the leading
competitors in the United States in fine writing instruments priced from
$10 to $50. The Townsend collection has given the registrant a notable
presence in the $55 to $250 price range of products. The registrant is
planning a worldwide introduction of a new lower priced product, Solo, for
the spring of 1995. Solo will have suggested retail prices from $12.50 to
$32.50. The registrant emphasizes styling, craftsmanship and quality
control in the design and production of its products. All of the
registrant's writing instruments carry a full warranty of unlimited
duration against mechanical failure. The registrant's writing instruments
are packaged and sold as individual units or in matching sets. The
registrant also sells single and double unit desk sets with bases made of
various materials such as onyx, marble and wood.

The registrant's writing instrument products are distributed throughout the
United States by approximately 37 manufacturer's agents or representatives
to about 7,500 active retail and wholesale accounts. Retail accounts
include gift stores, department stores, jewelers, stationery and office
supply stores, mass merchandisers and catalogue showrooms. The wholesale
accounts distribute the registrant's products to retail outlets suitable
for products of the type, quality and price range featured by the
registrant.

Advertising specialty representatives market the registrant's writing
instruments in the United States to business and industry. Typically, such
products are engraved or carry the purchaser's name or emblem and are used
for gifts, sales promotions, incentive purposes or advertising. The
registrant also sells its products to United States military post
exchanges, service centers and central buying operations.

Sales of the registrant's writing instrument products outside the United
States during 1994 were made to foreign distributors by the registrant, and
by A. T. Cross Limited ("Limited"), a wholly-owned subsidiary, with
manufacturing facilities at Ballinasloe, County Galway, Ireland.

The registrant has wholly-owned subsidiaries in the United Kingdom, Germany
and Japan, and branches in Spain and France, which distribute its writing
instrument products to retail outlets, as well as to business and industry,
within their respective countries. The registrant also has a branch sales
office in Hong Kong.

The registrant also markets fine quality leather goods (primarily ladies
handbags) and accessories through its wholly-owned subsidiary, Manetti-
Farrow, Incorporated. Manetti-Farrow is the exclusive wholesale
distributor for the Fendi brand of leather products and fashion accessories
in the United States and Canada.

In 1993, the registrant sold its Mark Cross trademark and selected assets
of its wholly-owned subsidiary, Mark Cross, Inc. and discontinued its Mark
Cross retail business. See Note J to the registrant's financial statements
included in its annual report to shareholders for the year ended December
31, 1994 (filed herewith as Exhibit 13 and hereinafter referred to as the
"1994 Annual Report"), which note to such financial statements is
incorporated by reference herein.

Raw Materials:
Most raw materials for production of writing instruments in the United
States are obtained domestically. Brass tubing, brass clip stock, some
desk set base materials, some fountain pen nibs and front sections, and
lacquer coating of metal shells are imported from Germany. Complete pencil
mechanisms, some porous point refill components, resin caps and barrels and
some fountain pen nibs and front sections are imported from Japan. Raw
materials for production of writing instruments in Ireland are obtained
largely from Ireland, Germany, Japan and the United States.

Patents and Trademarks:
The registrant, directly and through its subsidiaries, has certain
trademark registrations in the United States and many foreign countries,
including but not limited to, its principal trademark "CROSS", and related
designs, and the frustoconical top of its writing instruments. The
principal trademark "CROSS" and related goodwill is of fundamental
importance to the business. The registrant also holds certain United
States and foreign patents covering its desk units, Townsend series writing
instruments, Signature series writing instruments, fountain pens,
mechanical pencils, and fountain pen cartridges, and has filed United
States and foreign patent applications on certain of the foregoing writing
instruments and other writing instruments and related items. While the
registrant pursues a practice of seeking patent protection for novel
inventions, the Company's business is not significantly dependent upon
obtaining and maintaining patents. As discussed above, the registrant sold
its Mark Cross trademark in 1993. However, under the terms of that sale,
the registrant retained the right to use the CROSS trademark in certain non-
writing instruments categories.

Seasonal Business:
Retail demand for the registrant's products is traditionally highest
immediately prior to Christmas and other gift-giving occasions. However,
seasonal fluctuations have not materially affected continuous production of
writing instrument products.

Working Capital Requirements:
The Company utilizes just-in-time inventory techniques which help to keep
inventory balances relatively constant throughout the year. The registrant
has offered in the past, and may offer in the future, extended payment
terms to domestic customers who meet minimum purchase levels at certain
points during the year, usually September through November. See the
"management's discussion and analysis of financial condition and results of
operations" section of the 1994 Annual Report, which section of the 1994
Annual Report is incorporated by reference herein.

Customers:
The registrant is not dependent for a material part of its business upon
any single customer or a small number of customers.

Backlog of Orders:
The backlog of orders is not a significant factor in the registrant's
business.

Government Contracts:
Sales of the registrant's writing instrument products are made to military
post exchanges and service centers, but no contracts are entered into which
are subject to renegotiation or termination by the United States
Government.

Competition:
The writing instrument field is highly competitive. In particular,
competition is strong with respect to product quality and brand
recognition. There are numerous manufacturers of ball-point, roller-ball
and fountain pens and mechanical pencils in the United States and abroad.
Many of such manufacturers produce lower priced writing instruments than
those produced by the registrant. Although the registrant is a major
producer of ball-point, roller-ball and fountain pens and mechanical
pencils in the $10 to $50 price range, other writing instrument companies
have significantly higher sales volumes from a broader product line or have
greater resources as divisions of larger corporations.

Research and Development:
The registrant had expenditures for research and development of new
products and improvement of existing products of approximately $2,036,000
in 1994, $2,213,000 in 1993, and $1,236,000 in 1992.

Environment:
The registrant believes it is in substantial compliance with all Federal,
State and local environmental laws and regulations. It is believed that
future capital expenditures for environmental control facilities will not
be material.

Employees:
The registrant had approximately 1,200 employees at December 31, 1994, of
which 253 were employed by foreign subsidiaries or branches.

Foreign Operations and Export Sales:
Approximately 39% of the registrant's sales in 1994 were in foreign
markets. The registrant's primary foreign markets are in Europe and the
Far East. Sales of writing instrument products to foreign distributors are
subject to import duties in many countries although sales from Limited into
European Common Market countries are duty free. The operations of the
registrant's foreign subsidiaries and branches are subject to the effects
of currency revaluations and devaluations, to the availability of dollar
exchange, to exchange control and to other restrictive regulations.
Undistributed earnings of the foreign manufacturing and marketing
subsidiaries generally are not subject to current United States federal
income and state income taxes. However, repatriation to the registrant of
the accumulated earnings of foreign subsidiaries would subject such
earnings to United States federal and state income taxes. It is not the
intention of the registrant to repatriate these earnings. The Revenue
Reconciliation Act of 1993 added Internal Revenue Code Section 956A which
had the effect of subjecting a portion of current foreign earnings to
United States federal taxation. See Note F to the registrant's financial
statements included in the 1994 Annual Report, which note to such financial
statements is incorporated by reference herein. See geographic information
and export sales data in Note G to the registrant's financial statements
included in the 1994 Annual Report, which note to such financial statements
is hereby incorporated by reference.

Item 2. PROPERTIES

The registrant currently occupies approximately 269,000 square feet of
manufacturing, warehouse and office space in its facility in Lincoln, Rhode
Island. Limited owns and operates an approximately 64,000 square foot
manufacturing plant in Ballinasloe, County Galway, Ireland. Substantially
all of these facilities, which are well maintained and in good repair, are
currently being utilized in either a manufacturing, distribution or
administrative capacity. The productive capacity of these facilities is
sufficient to meet the registrant's needs for the foreseeable future.
The registrant also owns an approximately 130,000 square foot facility in
Lincoln, formerly the site of the registrant's distribution center and
certain administrative offices, which it is offering for sale.

The registrant's marketing subsidiary in Spain owns its administrative
office and warehouse space. The marketing operations in Germany, Japan,
France and the United Kingdom, and the branch office in Hong Kong all lease
their administrative offices and warehouse space.

Manetti-Farrow leases administrative office space in New York, New York and
warehouse and office space in Oakland, California.

Item 3. LEGAL PROCEEDINGS

No material legal proceedings are pending by or against the registrant or
any of its subsidiaries which would have a material effect upon their
earnings or financial condition.

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

Not applicable.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
See the "Market and Dividend Information" section of the 1994 Annual
Report, which section is incorporated by reference herein.

Item 6. SELECTED FINANCIAL DATA

See the "Five-Year Summary" section of the 1994 Annual Report, which
section is incorporated by reference herein.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
See the "management's discussion and analysis of financial condition and
results of operations" section of the 1994 Annual Report, which section is
incorporated by reference herein.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the registrant and its
subsidiaries and the report of the independent auditors thereon, set forth
in the 1994 Annual Report, are incorporated herein by reference.

Quarterly Results of Operations in Note K of the registrant's financial
statements included in the 1994 Annual Report are incorporated herein by
reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
In addition to the directors and officers listed on pages 5 and 6 of the
registrant's definitive proxy statement for the 1995 annual meeting of
shareholders, which pages are incorporated by reference herein, the
following are executive officers of the registrant (each of whom serves
until his or her successor is elected and has qualified):
Year in Which
Name Age Title First Held Office

Joseph F. Eastman 58 Vice President-Human Resources 1981

David A. Rogers 46 Vice President-U.S. Sales 1988

Michael El-Hillow(1) 43 Vice President-Finance; Treasurer; 1990
Chief Financial Officer

Donald W. Reilly (2) 36 Corporate Controller 1992
Chief Accounting Officer

Tina C. Benik (3) 35 Vice President-Legal, General 1993
Counsel and Corporate Secretary

Richard M. Feldt (4) 43 Vice President-Operations 1993

Steven T. Henick (5) 52 Vice President- 1993
Worldwide Marketing and Sales

J. John Lawler (6) 57 Vice President- 1993
Worldwide Tax and Duty Free

John T. Ruggieri (7) 38 Vice-President- 1993
Corporate Development and Planning

(1) Prior to becoming Vice President-Finance, Treasurer and Chief
Financial Officer in 1990, Michael El-Hillow was a partner with the
auditing firm of Ernst & Young.

(2) Prior to becoming Corporate Controller in 1992, Donald W. Reilly was a
senior manager with the auditing firm of Ernst & Young.

(3) Prior to becoming Vice President-Legal, General Counsel and Corporate
Secretary, Tina C. Benik was the general counsel of the registrant from
1989 to 1991 and corporate secretary from 1991 to 1993.

(4) Prior to becoming Vice President-Operations in 1993, Richard M. Feldt
was Vice-President-Manufacturing of the registrant. Prior to his
appointment as Vice-President-Manufacturing, Mr. Feldt held various
executive positions with Eastman Kodak Company.

(5) Prior to becoming Vice-President-Worldwide Marketing and Sales in
1993, Steven T. Henick held various senior executive positions in large
multi-national consumer goods companies, including Procter & Gamble, Inc.,
Tambrands, Inc., and Del International Incorporated.

(6) Prior to becoming Vice-President-Worldwide Tax and Duty Free in 1993,
J. John Lawler was the Vice President International of the registrant.

(7) Prior to becoming Vice President-Corporate Development and Planning in
1993, John T. Ruggieri was the Executive Vice President of the registrant's
wholly-owned subsidiary Mark Cross, Inc..

Item 11. EXECUTIVE COMPENSATION

See pages 7 through 19 of the registrant's definitive proxy statement for
its 1995 annual meeting of shareholders, which pages are incorporated by
reference herein.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See pages 3 and 4 of the registrant's definitive proxy statement for the
1995 annual meeting of shareholders, which pages are incorporated by
reference herein.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See pages 5 and 6 of the registrant's definitive proxy statement for the
1995 annual meeting of shareholders, which pages are incorporated by
reference herein.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) - The response to this portion of Item 14 is submitted
as a separate section of this report.

(3) Listing of Exhibits
(3) Restated Articles of Incorporation and By-laws
(incorporated by reference to Exhibit (3) to the
registrant's report on Form 10-K for the year ended
December 31, 1980); Amendment to Restated Articles
of Incorporation, Amendment to By-laws adopted
December 2, 1988 (incorporated by reference to
Exhibit (3) to the registrant's report on Form 10-K
for the year ended December 31, 1989); Amendment to
By-laws adopted February 6, 1992 (incorporated by
reference to Exhibit (3) to the registrant's report
on Form 10-K for the year ended December 31, 1991).

(10.1) A. T. Cross Company Executive Compensation Program
Performance Cash Plan, January 1, 1995

(10.2) A. T. Cross Company Executive Compensation Program
Annual Incentive Plan, January 1, 1995

(10.3) A. T. Cross Company Non-Qualified Stock Option Plan,
1975 (as amended and restated February 4, 1988, as
amended December 10, 1991, and as further amended
October 21, 1993)

(10.4) A. T. Cross Company Incentive Stock Option Plan, 1981
(as amended February 6, 1992 and as further amended
April 28, 1994)

(10.5) A. T. Cross Company Deferred Compensation Plan

(10.6) A. T. Cross Company Unfunded Excess Benefit Plan
(as amended)

(11) Statement Re: Computation of Per Share Earnings

(13) Annual Report to Security Holders for the year ended
December 31, 1994. This is submitted only in respect
to the portion incorporated by reference in this
Form 10-K.

(21) Subsidiaries - incorporated by reference to the
"Subsidiaries and Branches" section of the
registrant's 1994 Annual Report

(23) Consent of Ernst & Young

(27) Financial Data Schedules - filed electronically

(b) No reports on Form 8-K were filed in the fourth quarter of 1994.

(d) Financial Statement Schedules--The response to this portion of
Item 14 is submitted as a separate section of this report.

SIGNATURES
Pursuant to the requirements of Section 13 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

By: BRADFORD R. BOSS
Bradford R. Boss
Chairman

Dated: March 24, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated:

Signature Title Date

BRADFORD R. BOSS Chairman & Director March 24, 1995
(Bradford R. Boss)

RUSSELL A. BOSS President & Director March 24, 1995
(Russell A. Boss) (Chief Executive Officer)

JOHN E. BUCKLEY Executive Vice President March 24, 1995
(John E. Buckley) & Director
(Chief Operating Officer)

MICHAEL EL-HILLOW Vice President, Finance March 24, 1995
(Michael El-Hillow) Treasurer
(Chief Financial Officer)

DONALD W. REILLY Corporate Controller March 24, 1995
(Donald W. Reilly) (Chief Accounting Officer)

EDWARD M. WATSON Director March 24, 1995
(Edward M. Watson)

BERNARD V. BUONANNO, JR. Director March 24, 1995
(Bernard V. Buonanno, Jr.)

H. FREDERICK KRIMENDAHL, II Director March 24, 1995
(H. Frederick Krimendahl, II)

THOMAS C. MCDERMOTT Director March 24, 1995
(Thomas C. McDermott)

TERRENCE MURRAY Director March 24, 1995
(Terrence Murray)

JAMES C. TAPPAN Director March 24, 1995
(James C. Tappan)

ANNUAL REPORT ON FORM 10-K

ITEM 14 (a)(1) and (2), (c) and (d)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

CERTAIN EXHIBITS

FINANCIAL STATEMENT SCHEDULES

YEAR ENDED DECEMBER 31, 1994

A. T. CROSS COMPANY

LINCOLN, RHODE ISLAND

FORM 10-K - ITEM 14(a)(1) and (2)

A. T. CROSS COMPANY AND SUBSIDIARIES

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements of A. T. Cross Company and
its subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 1994, are incorporated by
reference in Item 8:

Consolidated Balance Sheets - December 31, 1994 and December 31, 1993

Consolidated Statements of Income and Retained Earnings - Years Ended
December 31, 1994, 1993 and 1992

Consolidated Statements of Cash Flows - Years Ended December 31, 1994,
1993 and 1992

Notes to Consolidated Financial Statements - December 31, 1994

The following consolidated financial statement schedule of A. T. Cross
Company and its subsidiaries is included in Item 14(d):

Schedule II - Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions, or the information required
therein has otherwise been disclosed in the consolidated financial
statements referred to above, or are inapplicable, and therefore have been
omitted.
<TABLE>
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
A. T. CROSS COMPANY AND SUBSIDIARIES

<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions
(A)
Balance at Charged to Charged to Balance
Beginning Costs and Other Accounts Deductions at End of
DESCRIPTION of Period Expenses Describe Describe Period
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1994
Deducted from asset account:
Allowance for doubtful
accounts $1,632,000 $405,592 $209,592(A) $1,828,000

Year Ended December 31, 1993
Deducted from asset account:
Allowance for doubtful
accounts $1,550,000 $422,719 $340,719(A) $1,632,000

Year Ended December 31, 1992
Deducted from asset account:
Allowance for doubtful
accounts $1,657,000 $312,733 $419,733(A) $1,550,000

(A) Uncollectible accounts written off.
</TABLE>

EXHIBIT 3
AMENDMENT TO RESTATED ARTICLES OF INCORPORATION

FOURTH: The aggregate number of shares which the corporation has
authority to issue is Forty-four Million (44,000,000) shares divided into:

a) Forty Million (40,000,000) Class A common shares with a par value
of $1.00 per share; and b) Four Million (4,000,000) Class B common shares
with a par value of $1.00 per share.

Holders of Class A common shares voting separately and as a class
shall have the right to elect one-third (1/3) of the number of directors
from time to time fixed by the shareholders; provided, however, that if the
total number of directors is not evenly divisible by three (3), then the
holders of Class A common shares shall have the right to elect that number
of directors which is the nearest whole number when the total number of
directors is divided by three (3). Holders of Class B shares voting
separately and as a class shall have the right to elect the remaining
directors.

Holders of Class A common shares and Class B common shares shall vote
together as a single class:

a) For the reservation of shares of the corporation for options
granted or to be granted to officers, directors or employees of the
corporation; and

b) With respect to the acquisition of assets or shares of any other
company, if:

(1) An officer, director or holder of ten percent (10%) or more
of either Class A common shares or Class B common shares has an interest
directly or indirectly in the company or the assets to be acquired, or in
the consideration to be paid in the transaction;

(2) The transaction involves the issuance of Class A common
shares or Class B common shares or securities convertible into either, or
any combination thereof, and if the aggregate number of common shares so to
be issued together with the common shares which could be issued upon
conversion of such securities approximates, in the reasonable judgment of
the Board of Directors, nineteen and one-half percent (19.5%) or more of
the aggregate number of Class A common shares and Class B common shares
outstanding immediately prior to such transaction; or

(3) The transaction involves the issuance of any Class A common
shares or Class B common shares and any additional consideration, and if
the value of the aggregate consideration furnished by the corporation has
in the reasonable judgment of the Board of Directors a combined fair value
of nineteen and one-half percent (19.5%) or more of the aggregate market
value of all Class A common shares and Class B common shares outstanding
immediately prior to such transaction;

provided, that if the consummation of any transaction referred to above
would, with respect to either the Class A common shares or the Class B
common shares, result in any one or more of the following:

(1) Increase or decrease the aggregate number of authorized
shares of such class;

(2) Increase or decrease the par value of the shares of such
class;

(3) Effect an exchange, reclassification or cancellation of all
or part of the shares of such class;

(4) Effect an exchange, or create a right of exchange, of all or
any part of the shares of another class into the shares of such class;

(5) Change the designations, preferences, limitations or relative
rights of the shares of such class;

(6) Change the shares of such class into the same or a different
number of shares, either with or without par value, of the same class or
another class or classes;

(7) Create a new class of shares having rights and preferences
prior and superior to the shares of such class, or increase the rights and
preferences or the number of authorized shares of any class having rights
and preferences prior or superior to the shares of such class;

(8) Limit or deny any existing preemptive rights of the shares of
such class; or

(9) Cancel or otherwise affect dividends on the shares of such
class which have accrued but have not been declared;

then notwithstanding the foregoing provisions the holders of Class A common
shares and Class B common shares shall vote thereon as separate classes and
not as a single class.

Except as provided herein or otherwise required by law, all voting
power shall be vested in the holders of Class B common shares so long as
any Class B common shares are issued and outstanding.

Class B common shares shall be convertible at any time at the option
of the holder into an equal number of Class A common shares; provided,
however, that if by reason of conversion, redemption or otherwise the
number of Class B common shares issued and outstanding shall at any time be
less than One Hundred Eighty Thousand Five Hundred (180,500) (adjusted
proportionately upward or downward to reflect any stock split, stock
dividend or recapitalization on or after April 26, 1973 which shall
increase or decrease the number of Class B common shares issued and
outstanding), all remaining Class B common shares then issued and
outstanding shall forthwith be deemed to be converted to Class A common
shares, and upon the issuance of new certificates evidencing such Class A
common shares, such Class B common shares shall be null and void, the
certificates evidencing such Class B common shares shall forthwith be
deemed to be cancelled, and the Board of Directors shall be authorized to
eliminate such Class B common shares from the authorized number of shares
of the corporation and to restate these Articles without reference to such
Class B common shares in the manner provided by law.

Except as otherwise provided herein, Class A common shares and Class B
common shares shall have identical powers, preferences, rights,
qualifications, limitations and restrictions, including but without
limiting the foregoing, rights to dividends, including stock dividends, and
rights in liquidation; provided, however, that stock dividends declared
with respect to common shares of either class of stock shall be
distributable only in common shares of the same class.

EXHIBIT 10.1

A. T. CROSS COMPANY

EXECUTIVE COMPENSATION PROGRAM

PERFORMANCE CASH PLAN

January 1, 1995

CONTENTS

Page

Introduction 1

Purpose of the Plan 1

Eligibility 2

How the Plan Works 2

Performance Measures 3

Individual Award Amounts 4

Payout of Plan Awards 4

Changes in Employment Status 4

Disability or Death 5

Additional Information 5

Administration 5

INTRODUCTION

On January 1, 1995, significant changes to the A. T. Cross
executive compensation program will become effective - changes that will
align the compensation program with the company's new business plan and
priorities. The two-phase program will provide reward opportunities based
on substantially improved company profitability, effective use of capital,
and returns to shareholders.

Phase I is an interim phase (1995-1997) which will reward eligible
members of management for achieving financial performance benchmarks
generated as part of the company's three-year business plan. Phase II,
beginning in 1998, will reward management for sustaining a high level of
performance based on both internal financial milestones and key external
financial measures. Details of Phase II will be further developed as the
company approaches 1998.

The major components of Phase I are base salary, the Annual
Incentive Plan, and a special Performance Cash Plan. This document
describes the Performance Cash Plan which is designed to provide
significant additional compensation levels for achieving very challenging,
multi-year financial goals. Note that the Performance Cash Plan is a one-
time event; it is not expected to be repeated after the 1995-1997 period.

PURPOSE OF THE PLAN

While the Annual Incentive Plan rewards the achievement of
successively more demanding annual financial goals, the three-year plan
provides compensation for achieving aggressive, cumulative, long-term
financial goals by 1997. Achieving these goals is consistent with
significantly improving the company's financial standing over the next
three years and returning A. T. Cross Company to a leadership market
position. Accordingly, this Plan is designed to:

Encourage long-term performance and growth

Ensure that short-term gains at the expense of longer-term goals
will have compensation ramifications for management
Link a portion of pay directly to the company's long-term business
success
Provide above market compensation opportunities if aggressive goals
are met
Support efforts to recruit and retain outstanding top executives
over the long term.

ELIGIBILITY

The Board of Directors of A. T. Cross Company may appoint - based
on job content and performance - any salaried employee to be a Group I, II,
III, IV, or V participant in the compensation program. Individuals are
placed in Groups I-V based on similar levels of responsibility and ability
to directly impact the bottom line of the company. Participating employees
remain members until the end of the fiscal year in which they were
appointed. Eligible employees must be reappointed to participate each
year.

Employees may participate for part of the three-year plan on a
prorated basis, but must be actively employed by the company as of December
31, 1997, to receive any awards.

HOW THE PLAN WORKS

The Plan is designed to provide additional compensation to those
who assist the company in achieving superior sustained cumulative
performance for the fiscal period 1995-1997. By achieving or exceeding
cumulative aggressive performance goals, executives will be eligible for a
one-time cash award to be paid over a two-year period beginning in the
first quarter of 1998.

Performance Measures

The Performance Cash Plan is based on ability to meet three-year
cumulative Operating Income Before Taxes (OIBT)1 benchmarks, beginning with
a 20 percent per year compounded growth rate over 1994 at threshold, and
ending with a 35 percent per year compounded rate for maximum funding. At
least 20 percent compounded growth rate over 1994 must be achieved for
there to be any award under the Plan. The Plan is funded on a pool basis.
By attaining the OIBT benchmarks, a percentage of the cumulative OIBT
achieved will be set aside for the bonus pool.

The chart below outlines the three-year aggregate growth required
to reach the necessary cumulative OIBT levels to permit an award. It also
indicates the percent of the cumulative OIBT that will be allocated to the
bonus pool, as well as the aggregate dollar amount allocated among eligible
members for achieving threshold, target, or maximum performance levels.
Intermediate bonus pool amounts will be determined through interpolation.

Compounded Cumulative Percent of
Award OIBT OIBT OIBT Set Pool
Levels Three-Year (1995-1997) Aside for Dollars
Growth Over Award Pool
1994 Amount

Threshold 20% TBD* 2.50% TBD*
Target 30% TBD* 4.50% TBD*
Maximum 35% TBD* 6.00% TBD*

* To be determined based on final audited company results

1 OIBT for any fiscal year shall mean the writing instrument division's
pretax operating income as reflected on the books of account maintained for
the company, before any adjustment for LIFO inventories, before profit or
loss on the disposition of fixed assets, and before allowance for bonus
payments under this plan.

Individual Award Amounts

The Compensation Committee of A. T. Cross will determine actual
individual bonus amounts with aggregate individual amounts equal to the
bonus pool. Actual bonus awards will be allocated on the basis of
individual performance and contribution to the overall results in
accordance with guidelines developed by the Compensation Committee.

PAYOUT OF PLAN AWARDS

If three-year goals are achieved, the Compensation Committee of the
Board will award a one-time cash bonus which will be paid out in three
equal installments over a two-year period. The first part will be payable
before the end of the first quarter 1998, the second part on or before
January 31, 1999, and the remainder on or before January 31, 2000.

CHANGES IN EMPLOYMENT STATUS

Employees who are participants in the Plan for only part of the
three-year cycle may participate on a pro rata basis for the period or
periods of membership. However, except in cases of death or disability,
participants must be actively employed by the company and participating in
the Plan as of December 31, 1997, to be eligible for the payout and must
remain employed through December 31, 1999, to be eligible for the final
installment of the three-year performance cash award.

Employees discharged for cause will not receive any bonus payments
under this Plan.

Disability or Death

For participants who become disabled (i.e., eligible for company
LTD benefits) of die while a member of the Plan, awards under the Plan will
be determined in a prorated manner to reflect the period of time the
participant was a member of the Plan. Payout will be made - at the time
normal payout would have been made - to the participant or participant's
beneficiary(ies) if on file; otherwise, payment will be made to the
participant's estate.

ADDITIONAL INFORMATION

Administration

The Performance Cash Plan will be administered by the Compensation
Committee of the Board of Directors of A. T. Cross Company whose decisions
in all matters will be final. The Committee reserves the right, subject to
the full Board's approval, to modify, amend, or discontinue this Plan at
any time. Any changes or amendments to the plan will not affect a
participant's rights prior to the modification unless the participant
provides written consent.

Participation in this Plan does not confer any right to continued
employment by A. T. Cross. Similarly, selection for participation in any
one year does not necessarily guarantee participation in future years, nor
does participation guarantee payment of any award, except as may be
authorized by the Compensation Committee.

EXHIBIT 10.2

A. T. CROSS COMPANY

EXECUTIVE COMPENSATION PROGRAM

ANNUAL INCENTIVE PLAN

January 1, 1995
CONTENTS

Page

Introduction 1

Purpose of the Plan 1

Eligibility 2

How the Plan Works 2

Performance Measures 2

Operating Income Before Taxes Target 3

Return on Capital Modifier 4

Individual Performance 5

Award Amounts 5

Payout of Plan Awards 7

Changes in Employment Status 8

Disability or Death 8

Additional Information 9

Administration 9

INTRODUCTION

The major components of Phase I are base salary, the Annual
Incentive Plan, and a special Performance Cash Plan. This document
describes the Annual Incentive Plan which - together with the other
components of the executive compensation program - is designed to provide a
competitive total compensation opportunity if performance levels are
consistent with financial goals.

PURPOSE OF THE PLAN

As part of its business plan, the company has established
aggressive financial goals necessary to enhance shareholder value.
Achievement of these goals will return A. T. Cross Company to a market
leadership position. Accordingly, the new program is designed to:

- -Link a portion of executive pay directly to the company's business success
- -Provide competitive compensation opportunities
- -Support efforts to recruit and retain outstanding top executives and
managers

ELIGIBILITY

The Compensation Committee of A. T. Cross Company may appoint -
based on job content and performance - any salaried employee to be a Group
I, II, III, IV, or V participant in the compensation program. Individuals
are placed in Groups I-V based on similar levels of responsibility and
ability to directly impact the financial results of the company.
Participating employees remain members until the end of the fiscal year in
which they were appointed. Eligible employees must be reappointed to
participate each year.

Employees may participate for part of a year, but must be actively
employed by the company (except in cases of death or disability) as of
December 31 to be eligible for incentive awards during that year.

HOW THE PLAN WORKS

Members are eligible to receive a percentage of their base salary
in additional compensation, based on the company's achievement of specified
performance targets, consistent with the company's business plan.

Performance Measures

Annual incentive payouts are based primarily on the attainment of a
combination of writing instrument division Operating Income Before Taxes
(OIBT)1 and Consolidated Return on Capital (ROC)2 goals. For Groups IV and
V, individual performance also affects annual incentive payouts.

2 Return on Capital shall mean consolidated net (after tax) income plus
interest expense divided by the sum of shareholder's equity and long-term
debt.

Operating Income Before Taxes Target

Meeting the annual OIBT target is the primary goal. The increase
will be the greater of -- percent of previous year's target OIBT or --
percent of previous year's actual OIBT. OIBT goals will increase each year
over the three-year period of Phase I.

Intermediate award levels will be determined using interpolation.

During the years 1995-1997, awards will be determined annually
based on the company's ability to meet the increased OIBT targets developed
using the previous year's performance. Award levels will be earned as
follows:

Award Level Earned
If Writing Instrument Division Achieves (prior to ROC Modifier)

Less than 70% of OIBT target for year No bonus award

At least 70% of OIBT target for year Threshold bonus award

Greater of --% of previous year's OIBT
target, or --% of previous year's actual
OIBT Target bonus award

At least 130% of OIBT target for year Maximum bonus award

[Percentages in the above paragraphs have been deleted in this document
pursuant to a request for confidential treatment.]

Return on Capital Modifier

An ROC performance modifier is designed to ensure that the income
generated is not at the expense of the company's effective use of capital.
The company's consolidated ROC level may influence the bonus award earned
for the OIBT measure in a range of plus or minus 15 percent. The ROC
modifier will also increase during the three-year period this program is in
effect (1995-1997). The following chart illustrates the potential ROC
impact:

Return on Capital Impact on Bonus

-15% Impact on Bonus 0% Impact on Bonus +15% Impact on Bonus

1995 6.5% or less greater than 6.5% to 9.5% or more
ROC less than 9.5%

1996 7.5% or less greater than 7.5% to 13% or more
ROC less than 13%

1997 9% or less greater than 9% to less 15% or more
ROC than 15%

* Note: The Manetti-Farrow Modifier is used for Group I participants only.
Bonus amounts for Group I will be impacted based on the Manetti-Farrow OIBT
as approved by the Compensation Committee as follows:

-If Manetti-Farrow OIBT IS plus or minus 10% of target, no modification
-If Manetti-Farrow OIBT is < 90% of target, 10% decrease to annual bonus
-If Manetti-Farrow OIBT is > 110% of target, 10% increase to annual
bonus, but no greater than maximum

Individual Performance

For Groups I-III, bonuses are determined solely on the criteria
described above. Groups IV and V will be awarded bonuses based on a
combination of company financial performance and individual performance.
Individual performance represents a smaller component of overall bonuses -
30 percent of the target opportunity for Group IV and 40 percent of target
opportunity for Group V - and is based on the achievement of agreed-upon
objectives set by the executive's manager and the unit's vice president.
The individual portion of the annual award is determined by evaluating
attainment of agreed-upon objectives, irrespective of writing instrument
investment OIBT. It is, however, subject to the ROC modifier. This
component is designed to acknowledge the lesser ability of Group IV and
Group V members to directly influence company financial results.

Award Amounts

If the company meets its targeted OIBT objective, awards are paid
at target bonus levels which vary by group level as shown below.

Group Target Award
Group I 55 % of base salary
Group II 40 % of base salary
Group III 34 % of base salary
Group IV 28 % of base salary
Group V 15 % of base salary

Award opportunities for the OIBT measure will range from 0 percent
of target bonus award to 130 percent of target bonus award - at maximum
performance levels - as shown below:

At Threshold At Target At Maximum
Below Threshold Performance Performance Performance
Performance (70% of OIBT (100% of OIBT (130% of OIBT
Target) Target) Target)
Percent of Target 0% 40% 100% 130%
Bonus

Bonus percentages will be determined by interpolation for
performance between threshold, target, and maximum.

Once bonus percentages are determined using the OIBT measure, the
ROC modifier (as described on page 4) will be applied. This modifier could
have a plus or minus 15 percent impact on the bonus amount earned. The
Manetti-Farrow Modifier will be similarly applied to Group I participants.

Therefore, applying both OIBT and ROC performance goals, the total
range of award opportunities as a percentage of base salary by participant
group is as follows:

Group Threshold Award Target Award Maximum Award
I 16% 55% 82%
II 14 40 60
III 12 34 51
IV * 28 39
V * 15 20
*Subject to individual performance

PAYOUT OF PLAN AWARDS

Annual Incentive Awards will be distributed as soon as is
practicable after the close of the fiscal year. Awards will be made as a
percent of base salary, where base salary shall mean the amount of base
compensation paid for that year. Base salary does not include any bonus
payable under this Plan, any life insurance premiums, special compensation,
pension benefits, Profit-Sharing Trust, or Crossaver savings plan matching
allocations.

Awards for Groups I-III participants only, which exceed target
award levels during 1995-1997, may be paid in either restricted stock or
cash. If the writing instrument division OIBT for a calendar year is below
$25 million when an above target award is earned, the entire award amount
above target will be paid in restricted stock. Restrictions on one-half of
the restricted stock award will lapse when calendar year OIBT reaches $25
million; restrictions on the remaining half will lapse when calendar year
OIBT is at least double the final audited 1994 OIBT level. If OIBT is not
double the 1994 amount by the end of 1999, the restricted stock will revert
to the company. The awards paid in restricted stock will entitle the
participant to current payment of dividends and voting rights on the
restricted shares.

If the company OIBT is above $25 million when an above target award
is earned, 50 percent of the above target award will be paid in restricted
stock, with the remainder paid in cash. Restrictions on the entire stock
award in this case will lapse when calendar year OIBT is at least double
the final audited 1994 level. In cases where above target awards are
earned and the company has already doubled final audited 1994 OiBT levels,
the entire award will be paid in cash.

The full terms and conditions of such restrictions and the rights
of participants with respect to restricted stock will be set forth in the
A. T. Cross Company Restricted Stock Plan, as the Plan may be approved by
the Board of Directors and the shareholders of the company.

Awards for Groups IV and V will be paid solely in cash, both above
and below target bonus.

CHANGES IN EMPLOYMENT STATUS

Employees who are participants in the Plan for only part of a
fiscal year may participate in the Plan for the period or periods of
membership on a pro rata basis. However, participants must be actively
employed by the company as of December 31 to be eligible for incentive
awards during that year.

Employees discharged for cause will not receive any bonus payments
under this Plan.

Disability or Death

For participants who become disabled (i.e., eligible for company
LTD benefits) or die while a member of the Plan, annual incentives will be
determined in a prorated manner to reflect the period of time the
participant was an active member of the Plan. Payout will be made - at the
time normal payout would have been made - to the participant or
participant's beneficiary(ies) if on file; otherwise, payment will be made
to the participant's estate.

ADDITIONAL INFORMATION

Administration

The Annual Incentive Plan will be administered by the Compensation
Committee of the Board of Directors of A. T. Cross Company whose decisions
in all matters will be final. The Committee reserves the right, subject to
the full Board's approval, to modify, amend, or discontinue this Plan at
any time. Any changes or amendments to the plan will not affect a
participant's rights prior to the modification unless the participant
provides written consent.

Participation in this Plan does not confer any right to continued
employment by A. T. Cross. Similarly, selection for participation in any
one year does not necessarily guarantee participation in future years. No
member of the Compensation Committee shall have any personal liability in
connection with the administration of the Plan.

EXHIBIT 10.3
A. T. CROSS COMPANY

NON-QUALIFIED STOCK OPTION PLAN (1975)
(As amended and restated February 4, 1988,
as amended December 10, 1991, and as further amended October 21, 1993)

1. Purpose:

This Non-Qualified Stock Option Plan (herein called the "Non-Qualified
Plan") of A. T. CROSS Company, a Rhode Island corporation with its
principal place of business in Lincoln, Rhode Island (herein called the
"Company"), constitutes the A. T. CROSS Company Non-Qualified Stock Option
Plan (1975) as amended and restated to February 4, 1988, and further
amended by the Board of Directors on December 10, 1991, and as further
amended by the Board of Directors on October 21, 1993, and is designed to
provide, through the medium of options for the purchase of shares of Class
A common stock of the Company, additional incentives for Directors of the
Company and key employees of the Company and its subsidiaries and, by
encouraging stock ownership, to increase their proprietary interest in the
progress of the Company. The Non-Qualified Plan is intended to supplement
the Company's Incentive Stock Option Plan adopted in 1981, as amended and
restated.

2. Administration:

a. The Non-Qualified Plan will be administered
by a Stock Option Committee appointed by the Board of Directors
from time to time and consisting of not less than two members of
the Board of Directors of the Company who are not full-time
employees of the Company. The Stock Option Committee's
interpretation of the terms and provisions hereof shall be final
and conclusive.

b. The Stock Option Committee may, in its sole
discretion, subject to the terms and provisions hereof, grant
options to purchase shares of the Company's Class A common stock
and issue shares of such common stock upon the exercise of any such
options so granted.

c. The Board of Directors shall adopt as the
option to be granted hereunder such form of Option Agreement with
such provisions consistent with the Non-Qualified Plan as the Board
of Directors shall deem appropriate.

d. No Director or member of the Stock Option
Committee shall be liable for any action or determination made in
good faith under the Non-Qualified Plan.

3. Eligibility:

The Directors of the Company and such key employees of the Company or
of any subsidiary of the Company (as hereinafter defined) as shall have
been designated by the Board from time to time shall be eligible to
participate in the Non-Qualified Plan. For purposes of the Non-Qualified
Plan, a Company shall be deemed to be a "subsidiary" if a majority of its
outstanding shares of voting stock are owned or controlled by the Company.
Key employees (herein collectively called "Employees") shall be those
employees who, together with officers of the Company or any such
subsidiary, are deemed by the Board to be of primary importance in the
operation of the business of the Company or any such subsidiary. The Stock
Option Committee may, in its discretion, but subject to the terms and
provisions hereof, from time to time grant options to any or all eligible
Directors and Employees to purchase such number of shares as the Stock
Option Committee shall determine.

4. Stock Subject to Options:

a. The maximum number of shares of Class A
common stock which may after February 4, 1988 be made the subject
of options under the Non-Qualified Plan is seven hundred thousand
(700,000) shares, of which a maximum of two hundred fifty thousand
(250,000) shares shall be eligible for options granted to members
of the Board of Directors of the Company.

b. The maximum number of shares which may be the
subject of option grants to a Director of the Company who at the
time of the grant of such option is a full-time employee of the
Company shall, in any calendar year, not exceed the number of
shares which are the subject of grants to such Director during
such calendar year under paragraph 5, below, plus 15,000 shares.

c. The maximum number of shares fixed in
subparagraphs (a) and (b), above, shall be appropriately adjusted
for stock splits, stock dividends and recapitalizations effected
after the approval of the Non-Qualified Plan by the shareholders of
the Company.

d. The shares of Class A common stock which may
be the subject of option grants hereunder may be either authorized
and unissued shares or issued shares reacquired by the Company and
held in the Company's treasury. Any shares which are made the
subject of an option which is for any reason unexercised prior to
its expiration may again be subjected to an option or options under
the Non-Qualified Plan.

5. Grants to Directors:

On October 1 of each year, or if such day shall not be a trading day
on the American Stock Exchange or such other principal stock exchange on
which the Company's Class A common stock shall be listed for trading at the
time, on the next such trading day, an option for the purchase of shares of
Class A common stock of the Company shall, without further action of the
Board of Directors or the Committee, be granted automatically to each
member of the Board of Directors of the Company. The number of shares
which shall be the subject of an option granted to a Director pursuant to
the foregoing shall be derived by dividing (i) the compensation paid or
payable to such Director for his or her services to the Company in his or
her capacity as Director during the next preceding calendar year by (ii)
the mean between the high and low trading prices, on the American Stock
Exchange or such other principal stock exchange referred to above, for a
share of Class A common stock of the Company on the last business day of
such next preceding calendar year, or if no shares of such common stock
shall have been traded on such day, on the next previous day on which
shares of such common stock shall have been traded. A Director of the
Company who is not a full-time employee of the Company shall be ineligible
to receive options under the Non-Qualified Plan in addition to those
provided for in this paragraph 5.

6. Purchase Price:

The purchase price per share with respect to an option granted
hereunder shall be ten percent (10%) less than the mean between the high
and the low trading prices of the Company's Class A common stock on the
date that such option is granted, or, if no shares of such common stock
shall have traded on such date, on the next previous date on which shares
of such common stock shall have been traded.

7. Term and Exercise of Options:

a. The term of each option shall be ten (10)
years, or such shorter period as may be determined by the Stock
Option Committee, from the date of grant of the option, unless
sooner terminated under the provisions of paragraph 10. Each
option shall become vested and exercisable at such time or times,
in installments or otherwise, as may be determined by the Stock
Option Committee and set forth in a written agreement evidencing
the grant of such option, provided, that no option granted to a
Director hereunder may be exercised in whole or in part prior to
the first anniversary of the date of such grant. No option shall
be granted after the termination of the Non-Qualified Plan, but
options theretofore granted may be exercised thereafter in
accordance with their terms and the provisions of the Non-Qualified
Plan. Any option granted under the Non-Qualified Plan may be
exercised notwithstanding the fact that the Director or Employee
holds stock options granted under the Company's Incentive Stock
Option Plan or prior non-qualified options granted under the Non-
Qualified Plan.

b. When any shares are purchased, the purchase
price for the number of shares purchased shall be paid in full.
The purchase price may be paid in cash (including personal check)
or by the delivery to the Company of other shares of Class A common
stock of the Company already owned by the individual exercising the
option, or by any combination of cash and such shares. Shares so
delivered will be credited against the purchase price in an amount
equal to their fair market value on the date of delivery, and their
fair market value shall be deemed to be the mean between the high
and low trading prices of the Company's Class A common stock on the
date of delivery or, if no shares of such common stock shall have
traded on such date, on the next previous date on which shares of
such common stock shall have been traded.

c. Until payment in full and the issuance of
stock certificates, an Employee or Director shall have no right to
vote or receive dividends or any other rights as a stockholder with
respect to shares which he has an option to purchase. No
adjustment will be made for dividend or other rights for which the
record date is prior to the date the stock certificate is issued.

8. Issuance of Stock:

Shares of stock will be issued and certificates therefor will be
delivered to a Director or an Employee upon his making payment for shares
for which he has exercised his option to purchase, but less than five (5)
shares will not be issued.

9. Transferability of Options.

Options under the Non-Qualified Plan shall not be transferable other
than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code
of 1986, as amended, or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, and are exercisable during the lifetime of
the grantee only by such grantee.

10. Termination of Employment and Death:

If the employment of an Employee (including an Employee who is also a
Director) holding options under the Non-Qualified Plan shall terminate, or
if the office of a Director who is not a full-time employee of the Company
or a subsidiary shall terminate, in either case for any reason whatsoever
(including retirement, resignation, dismissal, or death), the options of
such Employee or Director under the Non-Qualified Plan shall end
automatically six (6) months after the date of such termination, unless
sooner ended by their term. Prior to the expiration of such six (6) month
period, during the term of such options, such Director or Employee (or his
executor or administrator in the event of his death during such period)
shall have the right to exercise such options to purchase the shares of
stock which are subject thereto.

11. Readjustment of Stock or Recapitalization:

Upon any recapitalization or readjustment of the Company's capital
stock whereby the character of the present Class A common stock shall be
changed, appropriate adjustments shall be made so that the stock to be
purchased under the Non-Qualified Plan shall be the equivalent of the
present Class A common stock of the Company, after such readjustment or
recapitalization. In the event of a subdivision or combination of the
shares of Class A common stock of the Company, the number of shares that
may be optioned and sold to Directors and Employees under the Non-Qualified
Plan will be proportionately increased or decreased and the price will be
proportionately adjusted by the Board of Directors and, in case of
reclassification or other change in the shares of Class A common stock of
the Company, such action will be taken as in the opinion of the Board of
Directors will be appropriate under the circumstances. Accordingly, in
such cases the maximum number of authorized but unissued shares, or shares
purchased by the Company and held as treasury stock, to be covered by the
Non-Qualified Plan may be increased by the Board of Directors without
stockholder or any other action.

12. Term of the Non-Qualified Plan.

The Non-Qualified Plan shall become effective on the date of its
adoption by the Board of Directors, subject to approval by the
stockholders, and shall continue in effect until terminated under paragraph
13. The powers of the Board of Directors shall continue in effect after
the termination of the Non-Qualified Plan, until exercise or expiration of
all options then outstanding.

13. Amendment and Termination:

The Board of Directors at any time may amend, suspend or terminate the
Non-Qualified Plan. No action of the Board, however, may without the
consent of the holder alter or impair any option previously granted under
the Non-Qualified Plan (except pursuant to paragraph 11). In addition, no
action of the Board may, unless duly approved by both the Class A and Class
B common stockholders voting as a single class: (i) increase the maximum
number of shares which may be optioned and sold under the Non-Qualified
Plan (except pursuant to paragraph 11); (ii) change the option price
(except pursuant to paragraph 11); or (iii) permit granting options for a
period longer than herein provided. The provisions of paragraph 5 shall
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.

14. Obligation of the Company to Issue Shares:

Notwithstanding any other provision of the Non-Qualified Plan the
Company shall not be obligated to issue any shares pursuant to any stock
option unless or until:

a. the shares with respect to which the option
is being exercised have been registered under the Securities Act of
1933, as amended, or are exempt from such registration in the
opinion of the Company's counsel;

b. the prior approval of such sale or issuance
has been obtained from any state regulatory body having
jurisdiction;

c. in the event the stock has been listed on any
stock exchange, the shares with respect to which the option is
being exercised have been duly listed on such exchange in
accordance with the procedures specified therefor;

d. the Company has in its possession an amount
required to be withheld under provisions of the Internal Revenue
Code on account of the exercise of such option as more particularly
set forth in paragraph 15 of the Non-Qualified Plan.

15. Withholding of Taxes Upon Exercise:

Pursuant to the provisions of the Internal Revenue Code and
regulations thereunder, the holder of a non-qualified stock option realizes
ordinary taxable income ("realized income") at the time of exercise of the
option measured by the difference between the exercise price and the fair
market value of the purchased shares at the time of exercise. Such
regulations also provide that the Company must withhold and pay over
directly to the Internal Revenue Service a specified percentage of such
realized income. The Company may withhold such amount (as varied from time
to time by the Internal Revenue Code or regulations thereunder) from any
salary, bonus, compensation or other property due or belonging to the
holder as a condition precedent to issuing any shares of stock on account
of the exercise of any option granted hereunder.

EXHIBIT 10.4 A. T. Cross Company
Incentive Stock Option Plan, 1981
(As amended February 6, 1992 and as further amended April 28, 1994)

1. Purpose:

This Incentive Stock Option Plan (herein called the "ISO Plan") of
A.T. CROSS Company, a Rhode Island corporation with its principal place of
business in Lincoln, Rhode Island (herein called the "Company"),
constitutes the A.T. Cross Company Incentive Stock Option Plan adopted by
the shareholders in 1981, as amended to February 6, 1992, and as further
amended April 28, 1994, and is designed to attract, retain and motivate key
employees of the Company and its subsidiaries through the medium of options
for the purchase of Class A common stock of the Company and, by encouraging
stock ownership, to increase their interest in the progress of the Company
and its subsidiaries. It is intended that the Plan will qualify as an
Incentive Stock Option Plan under the Internal Revenue Code of 1986, as
amended.

2. Administration:

The ISO Plan will be administered by the Board of Directors of the
Company, whose interpretation of the terms and provisions hereof shall be
final and conclusive. Any Director to whom an option is awarded shall be
ineligible to vote upon his option, but options may be granted to any such
Director by the remainder of the Directors. The Board of Directors shall
in its sole discretion grant options to purchase shares of the Company's
Class A common stock to issue shares upon exercise of such options subject
to the terms and conditions hereof. The Board of Directors shall adopt as
the option to be granted pursuant hereto such form of option agreement with
such provisions consistent with the ISO Plan as it shall deem appropriate.
No Director shall be liable for any action or determination made in good
faith. The Board of Directors may delegate its powers under the ISO Plan
to a Stock Option Committee consisting of at least three (3) members of the
Board.

3. Eligibility:

Such key employees of the Company or of any subsidiary of the Company
as shall have been designated by the Board from time to time shall be
eligible to participate in the ISO Plan except that Directors of the
Company who are not officers or employees devoting full time to the Company
or any subsidiary of the Company shall not be eligible to participate in
the ISO Plan. For the purposes hereof, a company shall be deemed to be a
"subsidiary" if a majority of its outstanding shares of voting stock are
owned or controlled by the Company. Key employees shall be those employees
who, together with the officers of the Company, are deemed by the Board to
be of primary importance in the operation of the Company's business. The
Board may in its discretion from time to time grant options to any or all
eligible employees to purchase such number of shares as the Board shall
determine, subject to the limitation that except as hereinafter provided in
this paragraph 3 no option may be granted hereunder to any employee who, at
the time such option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company or of its parent, if any, or any subsidiary of the Company.
The foregoing limitation shall not apply if, at the time such option is
granted, the option price is at least one hundred ten percent (110%) of the
fair market value of the stock subject to the option and such option by its
terms is not exercisable after the expiration of five (5) years from the
date such option is granted. Fair market value for this purpose shall be
determined in the manner set forth in paragraph 7 hereof.

4. Stock Subject to Option:

The aggregate number of shares of Class A common stock which may
hereafter be made the subject of options pursuant to the ISO Plan is
increased by two hundred fifty thousand (250,000) shares as adjusted for
stock splits and stock dividends effected after the approval hereof by the
shareholders of the Company. Such shares of Class A common stock may be
authorized and unissued shares or issued shares reacquired by the Company
and held as treasury stock. Any shares subjected to an option which is for
any reason unexercised, and which expires, may again be subjected to an
option under the ISO Plan.

5. Aggregate Annual Limit:

In the case of an option granted hereunder after December 31, 1986,
the aggregate fair market value (determined as of the time the option is
granted) of the stock with respect to which incentive stock options are
exercisable for the first time by any employee under any incentive stock
option plan of the Company, its parent, if any, and any subsidiary
corporation may not exceed $100,000 in any calendar year.

6. Sequential and Non-Sequential Exercises:

a) An option granted hereunder prior to January 1, 1987, shall not be
exercisable while
there is outstanding any incentive stock option which was granted
before the granting
of such option to any eligible employee to purchase stock in the
Company, its parent,
if any, or any subsidiary corporation or in a predecessor
corporation of any of such
corporations. An incentive stock option shall be treated as
outstanding hereunder
until such option is exercised in full or expires by reason of
lapse of time.

b) An option granted hereunder subsequent to December 31, 1986, may be
exercised
notwithstanding that there may be outstanding incentive stock
options which were
previously granted to the same employee to purchase stock in the
Company, its parent,
if any, or any subsidiary corporation or in a predecessor
corporation of any such
corporations.

7. Purchase Price:

Except as provided in the limitation set forth in paragraph 3 above,
the purchase price per share shall be an amount equal to at least one
hundred percent (100%) of such share's fair market value on the date the
option is granted. The fair market value shall be deemed to be the mean
between the high and low selling price on any exchange on which the stock
is listed (or "over-the-counter" if such stock is not then listed on such
exchange), on the date the option is granted or, if no sale has taken
place, the mean between bid and asked prices on such date. However, if any
such method is inconsistent with any regulations applicable to "incentive
stock options" heretofore or hereafter adopted by the Commissioner of
Internal Revenue, then the fair market value shall be determined by the
Board in accordance with such regulations.
8. Exercise of Options:

Except as provided in the limitation set forth in paragraph 3 above,
the term of each option shall be ten (10) years, or such shorter period as
may be determined by the Board, from the date of the grant of the option,
unless sooner terminated under the provisions of paragraph 11. Each option
shall become vested and exercisable at such times in installments or
otherwise, as may be determined by the Board and set forth in a written
agreement evidencing the grant of such option. All or any part of the
shares may be purchased, subject to the provisions of paragraph 11, at any
time or from time to time during the term of the option. No option shall
be granted after the termination of the ISO Plan, but options theretofore
granted may be exercised thereafter in accordance with their terms and the
provision of the ISO Plan.

When any shares are purchased, the purchase price for the number of
shares purchased shall be paid in full. Until payment in full and the
issuance of stock certificates therefor, an eligible employee shall have no
right to vote or receive dividends or any other rights as a stockholder
with respect to shares which he has an option to purchase. No adjustment
will be made for dividend or other rights for which the record date is
prior to the date the stock certificate is issued. The purchase price may
be paid in cash (including personal check) or by the delivery to the
Company of other shares of Class A common stock of the Company already
owned by the individual exercising the option, or by any combination of
cash and such shares. Shares so delivered will be credited against the
purchase price in an amount equal to their fair market value on the date of
delivery, and their fair market value shall be determined in the manner
provided in paragraph 7, above.

9. Issuance of Stock:

Shares of stock will be issued and certificates therefor will be
delivered to an eligible employee upon hi s making payment for shares for
which he has exercised his option to purchase, but less than five (5)
shares will not be issued.

10. Transferability of Options:

An eligible employee's options under the ISO Plan shall not be
transferable other than by will or by the laws of descent and distribution
and are exercisable during his lifetime only by him.

11. Termination of Employment and Death:

a) Termination of Employment:
If the employment of an eligible employee holding options
under the ISO Plan
shall terminate for any reason whatsoever (including retirement,
resignation or
dismissal) other than death, his options shall expire
automatically ninety (90)
days after the date of such termination, unless sooner ended by
their term. Prior to
the expiration of such ninety (90) day period, during the term of
such options,
such eligible employee (or his executor or administrator in the
event of his death
during such period) shall have the right to purchase such shares
of stock.

b) Death:
In the event of death, while in the employ of the Company,
of an eligible
employee who holds options under the ISO Plan his options shall
end
automatically six (6) months after such death, unless sooner
ended by their
term. Prior to the expiration of such six (6) month period,
during the term of
such options the executor or administrator of the estate of such
eligible
employee shall have the right to purchase such shares of stock.

12. Readjustment of Stock or Recapitalization:

Upon any recapitalization or readjustment of the Company's capital
stock whereby the character of the present Class A common stock shall be
changed, appropriate adjustments shall be made so that the stock to be
purchased under the ISO Plan shall be the equivalent of the present Class A
common stock of the Company, after such readjustment or recapitalization.
In the event of a subdivision or combination of the shares of Class A
common stock of the Company, the number of shares that may be optioned and
sold to eligible employees under the ISO Plan will be proportionately
increased or decreased and the price will be proportionately adjusted by
the Board of Directors and, in case of reclassification or other change in
the shares of Class A common stock of the Company, such action will be
taken as in the opinion of the Board of Directors will be appropriate under
the circumstances. Accordingly, in such cases the maximum number of
authorized by unissued shares, or shares purchased by the Company and held
as treasury stock, to be covered by the ISO Plan may be increased by the
Board of Directors without stockholder or any other action.

13. Term of the Plan:

The ISO Plan shall continue in effect until February 4, 1998 (herein
called the "termination date of the ISO Plan") unless sooner terminated
under paragraph 14. The powers of the Board shall continue in effect after
the termination of the ISO Plan, until exercise or expiration of all
options then outstanding.

14. Amendment and Termination:

The Board of Directors at any time may amend, suspend or terminate the
ISO Plan. No action of the Board, however, may without the consent of the
holder alter or impair any option previously granted under the Plan (except
pursuant to paragraph 12). In addition, no action of the Board may, unless
duly approved by both the Class A and Class B common stockholders, each
voting as a separate class: (i) increase the maximum number of shares
which may be optioned and sold under the ISO Plan or the maximum number of
shares which may be optioned and sold to any one participant (except
pursuant to paragraph 12); (ii) change the option price or the manner of
determining the option price (except pursuant to paragraph 12); (iii)
permit granting options for a period longer than herein provided; (iv)
extend the termination date of the ISO Plan; (v) permit participation by
Directors who are not full-time officers or eligible employees; (vi) change
the class of employees eligible to participate hereunder; or (vii) change
the aggregate annual limit provided for under paragraph 5 hereof.

15. Obligation of the Company to Issue Shares:

Notwithstanding any other provision of the ISO Plan, the Company shall
not be obligated to issue any shares pursuant to any stock option unless or
until:

a) the shares with respect to which the option is being exercised
have
been registered under the Securities Act of 1933, as amended,
or are exempt
from such registration;

b) the prior approval of such sale or issuance has been obtained
from any
state regulatory body having jurisdiction;

c) in the event the stock has been listed on any stock exchange,
the shares with
respect to which the option is being exercised have been duly
listed on such
exchange in accordance with the procedure specified therefor.

EXHIBIT 10.5
A. T. CROSS COMPANY DEFERRED COMPENSATION PLAN
TERMS AND CONDITIONS

1. Eligibility in the Plan shall be limited to those employees of A. T.
Cross Company or its subsidiaries (the "Company") who are eligible for
participation in either Group I or Group II of the A. T. Cross Company
Executive Incentive Compensation Plan or its equivalent at a subsidiary
company and to all non-employee members of the Company's Board of
Directors.

2. Plan participants can defer a portion of their compensation
(Director's fees, base salary, and/or annual bonus) each year during the
duration of the Plan. All elections to defer shall be made in writing and
shall be effective upon receipt and acceptance by the Company. Elections
with respect to compensation to be earned during a calendar year shall be
made not later than the last day of the preceding calendar year (or August,
1989 if later), and once made shall be irrevocable for that year. All
amounts deferred by a participant will be credited to a separate book
account in his name by the Company. No participant shall be allowed to
defer an amount of base salary for any year if such deferral would cause
the non-deferred portion of his base salary for that year to fall below the
Social Security taxable wage base in effect for that year. No participant
shall be allowed to defer any portion of his or her compensation under the
Plan if the participant has received a distribution from the A. T. Cross
Savings Plan (Crossaver) within a twelve month period following the receipt
of such distribution. In the event a participant has deferred compensation
under the Plan and receives a hardship withdrawal under the A. T. Cross
Savings Plan, the deferral of compensation under the Plan will be suspended
for a period of twelve months following the date of the hardship
withdrawal.

3. Retirement as referred to under the Plan means any termination of the
participant's employment with the Company on or after his early or normal
retirement date pursuant to the provisions of the A. T. Cross Company
Pension Plan. Disability as referred to under this Plan means disability
as referred to under the A. T. Cross Company Pension Plan.

4. The average of the amount credited to a participant's account on the
last day of each month during the year will be credited with interest
equivalents as of each July 1 and January 1. The rate of interest
equivalents to be credited will be equal to the six-month Treasury bill
rate in effect on each such date.

5. During the deferral period, no participant will have any rights to the
amounts which he has deferred. No participant or his legal representatives
or any beneficiary designated by him shall have any right, other than the
right of an unsecured general creditor of the Company, in respect to the
deferred compensation account of such participant established hereunder.

6. Amounts standing to the credit of a participant's deferred
compensation account shall be paid, or commence to be paid, upon the
termination of the participant's employment with the Company (or, in the
case of a non-employee Director, upon the participant's ceasing to be a
Director) for any reason whatsoever. The effective date for such payment,
or commencement of payments, shall be the January 15 coincident with or
next following the participant's termination of employment (or, in the case
of a non-employee Director, the January 15 coincident with or next
following the date the participant is no longer a Director). All payments
shall be measured by the amount credited to such participant's account as
of the preceding December 31, and actual payment shall be made not later
than the following January 31.

7. Payments of deferred compensation may be made either in a single lump
sum or in annual installments over a period of up to 10 years, as the
participant has elected in writing at the time of his election to defer
compensation under the Plan. In the absence of any effective election,
payment shall be made in 5 annual installments. In the case of installment
payments, interest equivalents shall continue to be credited in accordance
with Paragraph 4 during the payment period. A participant may elect to
change the method of payment at any time up to one year prior to the
commencement of payments.

8. Notwithstanding the provisions of Paragraphs 6 and 7 above, in the
case of an employee-participant whose employment with the Company
terminates other than on account of retirement, disability or death, the
Company reserves the right to pay such participant the entire amount
credited at such date to his deferred compensation account in single lump
sum within 90 days of his termination of employment and such payment shall
completely discharge the Company's obligation under the Plan. However, the
distribution of any benefit to a participant who is also a participant in
the A. T. Cross Company Executive Incentive Compensation Plan shall be
deferred for a period of one year from such participant's date of
termination, and if during such year the participant engages in employment
with a competitor of the Company, distribution of such participant's
benefit shall be deferred until such participant's normal retirement date.
However, if such a participant terminates employment on or after the date
that the participant has attained age 62 and completed ten years of
service, the Company may waive the required one year deferral period and
commence distribution of such participant's benefit.

9. Distribution of any deferred compensation payments will be reduced for
the amounts required to be withheld pursuant to any governmental law or
regulation with respect to taxes or similar provisions.

10. If a participant who has deferred compensation under the Plan dies
before he has received payment of the full amount credited to his account,
such unpaid portion will be paid to the participant's beneficiary as stated
on the Deferral Election Form. If no beneficiary has been stated, such
unpaid portion shall be paid to the participant's beneficiary as sated in
the Company's group life insurance program, if any, otherwise to the
participant's legal representatives or to such other person(s) as may be
entitled thereto as determined by a court of competent jurisdiction.

11. The deferred compensation payable under this Plan shall not be subject
to alienation, assignment, garnishment, execution, or levy of any kind, and
any attempt to cause any compensation to be so subjected shall not be
recognized.

12. Base salary amounts deferred for employee-participants will be treated
as if they were paid currently for purposes of determining coverages and
benefits under the Company's group life insurance, accidental death and
dismemberment, salary continuation, and Long Term Disability programs, and
Executive Incentive Compensation Plan. Since coverages and benefits under
these programs are based on current salary, this will be accomplished by
adding the amount of the deferred base salary back into amounts paid
currently to compute the participant's insurance coverages or executive
bonus award.

13. In determining the amount of any pension to which an employee-
participant may become entitled under the A. T. Cross Company Pension Plan,
only the amount of base salary actually received by the participant prior
to termination of employment shall be taken into consideration. Since the
deferral of compensation under this program may reduce the amount of
benefit to which the participant is entitled under the A. T. Cross
Company's Pension Plan, Profit Sharing Plan and Trust, and Savings Plan and
Trust, an employee who defers a portion of his base salary will be made
whole for the purposes of such plans through the payment, at retirement, of
supplemental benefits from the general assets of the Company in accordance
with the Company's nonqualified, unfunded supplemental plans.

14. Nothing in this Plan shall be construed as giving any employee the
right to be retained in the employ of the Company, and the Company
expressly reserves the right to dismiss any employee, at any time, without
liability for the effect which such dismissal might have upon such employee
hereunder.

15. This Plan may be amended in any way or may be terminated, in whole or
in part; at any time, and from time to time, by the Board of Directors of
the Company. The foregoing provisions of this paragraph notwithstanding,
no amendment or termination of the Plan shall adversely affect the amounts
payable hereunder on account of compensation deferred prior to the
effective date of such amendment or termination.

16. The Company shall prepare an annual statement for each participant
showing the amount credited to the participant plus interest through the
date of the statement.

17. This Plan, and all actions taken hereunder, shall be governed by and
construed in accordance with the laws of the State of Rhode Island, except
as such laws may be superseded by any applicable Federal laws.

EXHIBIT 10.6
A.T. CROSS COMPANY

UNFUNDED EXCESS BENEFIT PLAN

(as amended)

WHEREAS, the Board of Directors of A.T. Cross Company has heretofore
adopted the A.T. Cross Company Unfunded Excess Benefit Plan.
WHEREAS, the Tax Reform Act of 1986 has imposed additional limitations
on benefits and contributions which can be made on behalf of eligible
employees under the A.T. Cross Company Pension Plan, the A.T. Cross Company
Savings Plan, and the A.T. Cross Company Profit-Sharing Plan.
WHEREAS, the Board of Directors of the Company has adopted the A.T.
Cross Company Deferred Compensation Plan to permit eligible employees to
defer the receipt of compensation which would otherwise be included in the
compensation of a participant for the purpose of determining the amount of
benefits the employee is entitled to under said plans.
WHEREAS, the Board wishes to amend the A.T. Cross Company Unfunded
Excess Benefit Plan to provide benefits which would otherwise be lost under
the Plans as a result of the adoption of the Deferred Compensation Plan and
the new limitations imposed by the Tax Reform Act of 1986.
NOW THEREFORE, the Company hereby amends and restates the A.T. Cross
Company Unfunded Excess Benefit Plan, effective as of January 1, 1989 as
follows:
ARTICLE 1
Definitions
When used herein, the words and phrases defined hereinafter shall have
the following meaning unless a different meaning is clearly required by the
context of the Plan.
1.1 Administrator. The administrator appointed to administer the
A.T. Cross Company Profit-Sharing Plan.
1.2 Board. The Board of Directors of A.T. Cross Company.
1.3 Code. The Internal Revenue Code of 1986, as amended, or as it
may be amended from time to time.
1.4 Company. A.T. Cross Company and any subsidiary and/or affiliated
corporation which adopts the Plan.
1.5 Deferred Compensation Plan. The A.T. Cross Company Deferred
Compensation Plan.
1.6 Effective Date. January 1, 1984.
1.7 Pension Plan. The A.T. Cross Company Pension Plan.
1.8 Savings Plan. The A.T. Cross Company Savings Plan.
1.9 Profit-Sharing Plan. The A.T. Cross Company Profit-Sharing Plan.
2.0 Plan. The A.T. Cross Company Unfunded Excess Benefit Plan, as
set forth herein or in any amendment hereto.
ARTICLE 2
Purpose of Plan
2.1 Purpose. The Plan is designed to provide pension, profit-sharing
and savings plan benefits from the general assets of the Company (i) in
excess of the benefits which may be paid under the Pension Plan, the Profit-
Sharing Plan, and the Savings Plan, (ii) as a result of the benefit
limitations set forth in Section 401(a)17 and Section 415 of the Code, and
(iii) as a result of any election to defer compensation pursuant to the
Deferred Compensation Plan. This Plan is in part, an "Excess Benefit Plan"
as defined in Section 3(36) of the Employee Retirement Income Security Act
of 1974, as amended and, in part, an unfunded plan of deferred compensation
for a select group of management employees.
ARTICLE 3
Eligibility
3.1 Eligibility. Any employee of the Company who is a participant in
the Pension Plan, the Profit-Sharing Plan or the Savings Plan, and whose
benefit under any of said Plans is limited by (i) Section 401(a)(17) or
Section 415 of the Code, or (ii) by reason of the employee's election to
defer compensation under the Deferred Compensation Plan, shall participate
in the Plan.
ARTICLE 4
Benefits
4.1 Amount of Benefits. The amount of the benefits payable under
this plan shall be determined as follows:
A. The amount of benefit accrued hereunder for a Participant with
respect to the Pension Plan shall be the additional monthly benefit which
would be payable to said Participant, or the Participant's beneficiary, if
the benefits under the Pension Plan were not limited by Section 401(a)17 or
Section 415(b) or (e) of the Code, or as a result of the Participant's
election to defer compensation under the Deferred Compensation Plan; and
B. The amount of benefit payable under this Plan with respect to the
Profit-Sharing and/or Savings Plan shall be the Company contributions and
forfeitures which would have been allocated to the Participant's account
under the Profit-Sharing and/or Savings Plans if the allocations under said
plans were not limited by Section 401(a)17 or Section 415(c) or (e) of the
Code or as a result of the Participant's election to defer compensation
under the Deferred Compensation Plan, together with the amount of income or
loss that would have been realized or suffered by said allocations had they
in fact been credited to the Participant's accounts. To the extent that a
Participant has, under either of said plans, an option to designate or
allocate a portion of his or her profit-sharing and savings benefits to
different investment options, the Participant shall be given the
opportunity, at the same time and to the same extent available under either
or both of said plans, to designate the hypothetical investment of his
benefit hereunder.
4.2 Form of Benefit Payments. The benefit payable to or on behalf of
a Participant under this plan shall be paid in the same manner in which the
Participant's benefit under the corresponding Pension, Profit-Sharing, or
Savings Plan is paid, except that any pension benefit which is payable
hereunder may, with the approval of the Administrator, be paid in a lump
sum amount. The amount of any lump sum payment shall be computed based on
the rates used by the Pension Benefit Guaranty Corporation for plan
terminations at the time of such payment.
4.3 Time of Benefit Payments. Benefits due under the Plan shall be
paid at the same time the payment of benefits under the corresponding plan
is made, or at such other time as the Administrator in its discretion
determines.
4.4 Benefits Unfunded. The benefits payable under the plan shall be
paid by the Company each year out of its general assets and shall not be
funded in any manner.
4.5 Tax Adjustment. If the recipient of any benefit under this Plan
is eligible for, and elects, lump sum tax treatment under Section 402(e) of
the Code with respect to a benefit payable under the Pension Plan, the
Profit-Sharing Plan and/or the Savings Plan, then any benefit payable under
this plan which also would have been eligible to qualify for special lump
sum tax treatment under Section 402(e) of the Code had it been paid under
the Pension, the Profit-Sharing and/or the Savings Plan, shall be increased
to take into account that a distribution from this Plan does not qualify
under Section 402(e).
The amount of such increase shall compensate the recipient, after
Federal income taxes, for the difference between, (i) the Federal Taxes
which are payable with respect to such distribution, and (ii) the tax which
would be paid with respect to such distribution if such amount were added
to the amount for which the recipient in fact elected special tax treatment
under Section 402(e).
4.6 Forfeiture of Benefits: A Participant shall forfeit all rights
or benefits remaining to him under the Plan if he engages in or enters the
employ of, or represents, or acts in a consulting capacity for or otherwise
directly or indirectly perform services for any person, partnership, firm
or corporation which is engaged in the manufacturer or sale of any product
similar to any product manufactured or sold by the Company or any
subsidiary of the Company, without the written consent of the Board.
4.7 Death of Participant: In the event of the death of the
Participant prior to the time the Participant has received a distribution
of all benefits to the Participant hereunder, the amount of the benefit
payable under A of Paragraph 4.1 with respect to the Pension Plan shall be
paid to the person or persons, if any, who is or are entitled to receive
the Participant's death benefit under the Pension Plan. If there is no
benefit payable under the Pension Plan in the event of the death of the
Participant, then none shall be payable under A of Paragraph 4.1. In the
event of the death of the Participant prior to the time the benefits
payable under B of Paragraph 4.1 have been paid, said benefits shall be
paid to the person or persons who is or are entitled to receive the
Participant's interest in the Profit-Sharing Plan and/or Savings Plan as
the case may be as a result of the death of the Participant.
Administration
5.1 Duties of Administrator. The Plan shall be administered by the
Administrator in accordance with its terms and purposes. The Administrator
shall determine the amount and manner of payment of the benefits due to or
on behalf of each Employee from the Plan and shall cause them to be paid by
the Company accordingly.
5.2 Finality of Decisions. The decisions made by and the actions
taken by the Administrator in the administration of the Plan shall be final
and conclusive on all persons, and the Administrator shall not be subject
to individual liability with respect to the Plan.
ARTICLE 6
Amendment and Termination
6.1 Amendment and Termination. While the Company intends to maintain
the Plan for as long as necessary, the Board reserves the right to amend
and/or terminate it at any time for whatever reasons it may deem
appropriate provided, however, the benefit accrued hereunder for any
Participant shall not be decreased or eliminated by reasons of any such
amendment or termination.
ARTICLE 7
Miscellaneous
7.1 No Employment Rights. Nothing contained in the Plan shall be
construed as a contract of employment between the Company and the Employee,
or as a right of any Employee to be continued in the employment of the
Company, or as a limitation of the right of the Company to discharge any of
its Employees, with or without cause.
7.2 Assignment. The benefits payable under this plan may not be
assigned or alienated.
7.3 Law Applicable. This Plan shall be governed by the laws of the
State of Rhode Island.
Adopted and approved this day of
, 1989.
A.T. Cross Company

By_________________________________

EXHIBIT 11--STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

A. T. CROSS COMPANY AND SUBSIDIARIES

Year Ended December 31
1994 1993 1992
Earnings (loss) per common share:
Weighted average shares outstanding 16,872,505 16,927,411 16,903,170

Net income (loss) $10,533,922 $(3,480,926) $10,817,692

Per share amount $0.62 $(0.21) $0.64

Primary:
Weighted average shares outstanding 16,872,505 16,927,411 16,903,170

Dilutive stock options--based on the
treasury stock method using average
market price 78,315 - 47,730
TOTAL 16,950,820 16,927,411 16,950,900

Net income (loss) $10,533,922 $(3,480,926) $10,817,692

Per share amount $0.62 $(0.21) $0.64

Fully diluted:
Weighted average shares outstanding 16,872,505 16,927,411 16,903,170

Dilutive stock options--based on the
treasury stock method using the market
price at the end of each quarter,
if higher than average market price 78,477 - 47,730
TOTAL 16,950,982 16,927,411 16,950,900

Net income (loss) $10,533,922 $(3,480,926) $10,817,692

Per share amount $ 0.62 $(0.21) $0.64

A.T. CROSS 1994 ANNUAL REPORT

COMPANY PROFILE
The A.T. Cross Company is a major international manufacturer of fine
writing instruments. The company also markets quality leather and gift
products. Manufacturing plants are located in Lincoln, Rhode Island and
Ballinasloe, Republic of Ireland. Cross writing instruments are sold to the
consumer market through fine stores worldwide, and to the business gift
market via a network of companies specializing in recognition and awards
programs. Cross products include ball-point pens, mechanical pencils, rolling
ball/porous-point pens, and fountain pens. The Townsend series of wider girth
writing instruments is available in 18 and 10 karat gold filled, sienna
lacquer, marbled green lacquer, black lacquer, titanium finish, and chrome
and gold Medalist, all with 22 karat gold electroplated appointments.
The new Solo series of wider diameter, composite resin-based writing
instruments is available in five vibrant colors with matte black
appointments. The new Solo Classic, in four traditional colors, has 22
karat gold electroplated appointments. The Signature series by Cross is
crafted in 22 karat heavy gold electroplate and black lacquer, diamond cut
22 karat heavy gold electroplate finish, black lacquer, and burgundy lacquer
Writing instruments in the traditional Century line are available in
18 and 14 karat gold, 18, 14 and 10 karat gold filled, the engraved 23 karat
gold electroplate Jewelers Collection, Classic Black, gray, blue, burgundy,
chrome and gold Medalist, lustrous chrome and stainless steel. New finishes
in the traditional line include gloss epoxy in black, green and red. Cross
also produces desk sets which feature bases crafted from walnut, onyx,
cherry and marble. The leather and gift group business is conducted by
Manetti-Farrow, Incorporated, a wholly-owned subsidiary of the A.T. Cross
Company. Based in New York City, Manetti-Farrow distributes the Fendi brand
of leather products and fashion accessories in the United States under an
exclusive agreement.

Depicted on the cover is a platinum palladium, hand
tinted photograph of a Cross Townsend Medalist fountain pen.

TABLE OF CONTENTS
Five Year Summary &
Market and Dividend Information....................... 1
Shareholders' Letter..................................... 2-3
Cross Highlights........................................ 4-7
Financial Highlights.................................... 8
Financial Statements.................................... 9-19
Management's Discussion and Analysis.................... 20-23
Corporate Information................................... 24

<PAGE>
<TABLE>
<CAPTION>
FIVE-YEAR SUMMARY
A.T. Cross Company and Subsidiaries
___________________________________________________________________________________________________
(THOUSANDS OF DOLLARS) 1994 1993 1992 1991 1990
___________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net Sales From Continuing Operations $177,136 $164,606 $187,130 $205,248 $209,633
Income From Continuing Operations
Before Income Taxes 19,016 1,618 19,012 31,964 40,117
Income Taxes 8,482 1,099 6,239 9,200 11,735
Income From Continuing Operations 10,534 519 12,773 22,764 28,382
Loss From Discontinued Operations - (4,000) (1,955) (1,577) (1,159)
Net Income (Loss) 10,534 (3,481) 10,818 21,187 27,223
Cash Dividends Declared 10,738 13,544 21,648 21,589 21,206
Capital Expenditures 7,662 8,494 4,603 7,094 5,593
Depreciation 5,899 5,495 5,000 5,032 4,781
___________________________________________________________________________________________________
(THOUSANDS OF DOLLARS)
___________________________________________________________________________________________________
FINANCIAL POSITION:
Current Assets 130,727 130,126 143,632 156,906 158,183
Current Liabilities 46,758 40,226 39,831 42,700 41,497
Total Assets 180,369 178,994 194,455 207,635 205,929
Working Capital 83,969 89,900 103,801 114,206 116,686
Net Property, Plant and Equipment 33,950 32,130 40,162 40,594 37,594
Shareholders' Equity (Net Worth) 128,702 134,160 150,616 161,174 160,821
___________________________________________________________________________________________________
(DOLLARS)
___________________________________________________________________________________________________
PER SHARE DATA:
Net Income (Loss):
From Continuing Operations 0.62 0.03 0.76 1.35 1.69
From Discontinued Operations - (0.24) (0.12) (0.09) (0.07)
Total 0.62 (0.21) 0.64 1.26 1.62
Cash Dividends Declared 0.64 0.80 1.28 1.28 1.26
Shareholders' Equity (Book Value) 7.79 7.92 8.90 9.55 9.55
___________________________________________________________________________________________________
___________________________________________________________________________________________________

<FN>
See notes J and K to consolidated financial statements.
</TABLE>
<PAGE>

MARKET AND DIVIDEND INFORMATION
The Company's Class A common stock is traded on the American Stock Exchange.
At December 31, 1994, there were approximately 2,200 shareholders of record
of the Company's Class A common stock and 2 shareholders of record of Class B
common stock. The weighted average numbers of shares outstanding were
16,872,505 and 16,927,411 during 1994 and 1993, respectively.
High and low stock prices and dividends for the last two years were:
<TABLE>
<CAPTION>
Cash Cash
Dividends Dividends
Quarter High Low Declared Quarter High Low Declared
____________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1994 1993
First 15 7/8 13 3/8 $.00 First 20 1/4 16 1/4 $.00
Second 17 5/8 15 1/8 .16 Second 18 3/4 14 7/8 .32
Third 16 7/8 15 1/2 .16 Third 17 3/8 12 1/2 .16
Fourth 17 1/8 12 3/4 .32* Fourth 15 1/8 13 .32*
____________________________________________________________________________________________________________
<FN>
*One half paid in the fourth quarter and balance paid in the subsequent year
first quarter.
</TABLE>
<PAGE>
TO THE SHAREHOLDERS OF A.T.CROSS

It is our pleasure to report that 1994 operations brought a return to
increased sales and earnings for the A.T. Cross Company. This is especially
gratifying considering the tremendous amount of change our company has
undergone over the last several years.
Sales for 1994 were $177.1 million and net income was $10.5 million,
or 62 cents per share, compared with sales of $164.6 million and a net loss of
$3.5 million, or 21 cents per share, for 1993. The results for 1993 included
an after-tax restructuring charge and loss from a discontinued operation of
$11.6 million, or 68 cents per share. Total writing instrument sales in 1994
rose by 9.2% to $161.8 million with domestic sales up 3.3% to $92.9 million
while foreign sales increased 18.4% to $68.9 million. Manetti-Farrow, our
distributor for Fendi products, continues to be profitable and will be adding
another line of products for 1995.
While improving economies here and abroad contributed to our 1994
operating results, the main impetus came from the introduction of new
products, specifically our new wide-girth Townsend collection, together with
emphasis on the point-of-sale and the use of impulse
packaging in domestic markets.
Initially introduced on a limited basis internationally in 1993, the
Townsend ball pen, pencil, rolling ball and fountain pen were fully launched
worldwide by mid-1994. This line has enjoyed continuing success and, for 1994,
dollar sales of Townsend accounted for over 10% of our total writing
instrument sales. Townsend is currently offered in six case qualities,
including two marbleized lacquer finishes which are new to Cross. To help
extend the appeal of Townsend, we intend to introduce new and attractive
finishes for the line on a continuous basis.
Over the last several years, we have significantly expanded our
business with mass merchandisers and large office supply stores in the U.S.
To meet the challenge of these distribution channels, in 1994 we introduced
impulse packaging for several of our Century line products in the United
States. Such packaging allows retailers to display Century in high-traffic
point-of-sale areas, making it easily available to consumers. This has
increased sales velocity beyond that of the traditional gift box, which is
typically shown in a locked display case and requires the assistance of a
sales clerk. We will continue to develop packaging and promotional ideas
to meet the constantly shifting needs of our multifaceted distribution
channels.
Until recently, our business gift segment, which we refer to as
Special Markets, routinely offered those products we had developed for the
retail marketplace. To help grow this segment of our business, we are now
finding new ways to bring innovation and excitement to Special Markets. As a
first step, in 1994 we partnered with VictorinoxRegistration Mark and
introduced a gift package which included a ball pen and Swiss Army Knife. This
promotion was a success and we plan to continue such specialized product
offerings in the future.
In the fall of 1994 we had a limited introduction of our new "Solo"
writing instrument line. Solo is our first offering of a resin-based product
and includes ball pens, pencils, rolling balls and fountain pens. Solo is
offered at two levels - the first, less expensive version, retails at $12.50
to $23.75, while a second version retails at $22.50 to $32.50. The full launch
of Solo is scheduled in the United States and International markets for the
spring of this year. We believe that these products, dramatized through special
packaging and eye-catching displays, will meet the needs of consumers who
desire writing instruments at lower prices, but who still seek the quality and
the assurance of Cross' lifetime mechanical warranty.
After two disappointing years, our international markets enjoyed a
tremendous sales resurgence in 1994. This was primarily due to the emergence
of the Townsend line, an increase in advertising through print and broadcast
media, and a variety of effective promotions. We believe that the success of
the Townsend fountain pen, a writing instrument more prevalent internationally
than in the U.S., will have a significantly positive impact on our
international results, especially in Europe. We plan to build on the success
of the Townsend fountain pen with the introduction of the Solo fountain pen,
which will be offered at price points where Cross has not typically had a
presence.
We also made numerous changes in our international sales and
marketing personnel and have added new and aggressive distributors in some
major foreign markets. The hard work of our distributors and subsidiaries in
developing in-store presence and in promoting Cross through public relations
and advertising programs has contributed greatly to our progress abroad.
We utilized television advertising last year in certain countries such as
Japan and Spain, and in 1995, we will extend the use of television to other
markets. We have also adopted global colors and global merchandising to
achieve a stronger and more consistent international image. Displays developed
for our international markets recently won two gold awards from the Point of
Purchase Advertising Institute, one at its international show in Paris and
another at the show in New York City. Judges commented on the elegant design
and the flexibility of our winning displays.
To pursue our goal of bringing excitement to the industry through new
product introduction and innovations, we will continue to spend heavily for
research and development. Over the last two years, we have spent approximately
$4.2 million in R&D. It is our intention to spend approximately 2% of our
sales in this area on an ongoing basis.
Any successful company needs a constant flow of timely and appropriate
information. To meet these needs, we have embarked upon a program of continuous
updating of our information technology. We are also moving ahead rapidly in the
electronic data interchange area with our major customers in order to obtain
timely and detailed information. This information will make us more
competitive and more sharply focused in our various distribution channels.
These are exciting and challenging times for the A.T. Cross Company.
New people, new manufacturing and information systems and, most importantly,
continuous introduction of new and varied products are positioning us to
enhance shareholder value. We are in the midst of a major stock repurchase
program and, to date, have repurchased 475,000 shares. It has been your
understanding and support through our recent difficult times, and the
extraordinary efforts of our employees in managing change, that have helped us
achieve a successful 1994. Many thanks for your continued interest in our
company as we look forward to an even more successful future.

Cordially yours,

Bradford R. Boss
Chairman

Russell A. Boss
President

February 10, 1995

<PAGE>

SOPHISTICATED.
New. That may seem like an odd way to describe a company that's nearing its
one hundred and fiftieth anniversary, but in 1994 it's the word our customers
used again and again when they described our products, our service, our
attitude.
Townsend is the vanguard of this change. Retailers love it. Customers
ask for it by name. Specialty shops feature it in eye-catching window
displays. Department stores highlight it in their accessories departments.
Fashion magazines focus on its beauty. Newspapers describe it as the most
elegant of gifts. In less than a year, Townsend's refined yet bold style has
made it the hot name in writing instruments - and the Townsend line is still
in its infancy.
In 1995, we will continue to expand our offerings with stunning new
finishes that may well rival the enormous popularity of our titanium and
marbled lacquers. We will also capitalize upon our successes in the corporate
and special promotions markets, where Townsend has become a preferred choice
for awards, gifts and incentives that are truly distinctive. From the day it
was introduced, Townsend generated a lot of excitement, and our plans for the
future will only increase its appeal.
[The following appears in a side bar on the left-hand side of this section.]
Townsend's Signature Replication Program gives our customers an opportunity to
make a handsome writing instrument truly unique - just by sending us their John
Hancock. Once we receive a signature, accompanied by the pen cap, we reproduce
it in black or gold and quickly return it. We've made this Signature
Replication service an important feature of our Corporate Gift Certificate
Programs, where it gives added value to an exceedingly popular product.
[The following quote appears to the right of the third paragraph in this
section.]
"The new Townsend line has given Cross a boost. It's a very easy sell. Great
to look at, wonderful to hold - you can just feel the quality." Bob Battani,
Manager, Pad & Pen - Boston, MA

<PAGE>
SMART.
Packaging was a major story in 1994 because it allowed us to expand our
business with mass-market retailers and large office supply stores, where the
demand is for products that are easy to display, simple to sell, and
reasonably priced. Blister packaging, never before used by Cross, was the
perfect solution.
For the traditional Century line, this packaging was invigorating.
Because of its distinctive silhouette, people can see at a glance that it is
a Cross. Combined with our new Cross-branded displays, both free-standing and
countertop, customers can select for themselves without the assistance
of a salesperson - an especially important feature during busy buying
periods.
For the new Solo products, we used a dual-packaging strategy. Solo
Level One - with its lower price point, bright colors and matte black accents
- - was perfect for blister packaging. Solo Level Two, in rich tones with gold
electroplated appointments, was well suited to a traditional gift box
presentation. Developed, designed and manufactured in just nine months,
Solo proves that we can respond to the market-place without sacrificing
quality.
[The following quote appears to the left of the first paragraph in this
section.]
"The new Solo addresses where the market is moving. It's stylish and
reasonably priced. Cross reacted quickly and is ahead of the market...and
the marketing's right on target too." Houston Hale, Vice President, Kay-Cee
Enterprises - Leneya, KS
[The following appears in a side bar on the right-hand side of this section.]
Solo's point-of-purchase display needed to be fresh and fun, able to stand out
in the busy mass-market environment. It also needed to complement a variety of
product colors and package graphics while keeping the Cross name out in front.
The solution came "out of the blue." What could be friendlier and have more
universal appeal than a bright sky filled with fluffy clouds? Add the name
Solo in a skywriting script, and it's a display that's sure to get noticed.

<PAGE>
CREATIVE.
What do a Swiss Army Knife, 1930's jazz and Mickey Mouse have in common?
Each one played a role in 1994's aggressive and diversified marketing
program.
For a special gift promotion, we custom-matched Century pens to the
official colors of the Swiss Army Knife from VictorinoxRegistration Mark -
the pairing proved to be very popular. To give the Townsend line added cachet
from Tokyo to Madrid, we capitalized upon the popularity of American jazz,
using music and visuals from the 30's in television commercials. Mickey Mouse
found his way onto a Century pen created especially for Disney stores
worldwide, bringing together two of America's better-known names.
Successful marketing programs like these have been the result of a
new, more open relationship with Cross retailers. By encouraging them to
tell us what we're doing right, and what we're doing wrong, we have become
more responsive and more flexible. By understanding what their customers
want, we have been able to anticipate the appeal of products and programs
before their introduction. Through these dialogues we have learned that
although it is important for us to tell our retailers what we have planned,
it is equally important that we listen to them.
[The following appears in a side bar on the left-hand side of this section.]
The London Times Crossword Puzzle page - a great place to advertise the
Townsend line. Our UK salesforce found an innovative way to reach its readers
every week by sponsoring a contest that awards the first correct solution an
18-karat rolled gold Townsend fountain pen. The next three win a 10 karat
rolled gold Century ball-point pen - each with a lifetime guarantee. Across
the board, this promotion wins first prize for being a downright smart
solution.
[The following quote appears to the left of the third paragraph in this
section.]
"Shops like ours can identify trends - we can also set them. Cross is helping
us to do just that, and they want to know what we're seeing for the
future." Jon Sullivan, President, Fahrney's - Washington, D.C.
<PAGE>

WORLDLY.
The luster of lacquered marble finishes. The smooth flow of a fountain pen.
The sleek design of a display case. When a product bears the Cross name, it
has to be the best. As we expand our product through new designs and finishes,
we must find the technologies and materials that allow us to maintain quality
while remaining competitive. Internally, our engineering has become more
sophisticated, our design capabilities more advanced. Externally, we have forged
new working relationships with a variety of vendors who can offer us technical
assistance in manufacturing and distribution. Our steady introduction of new
products has been a result of this global effort, one we will continue to
encourage in the future.
Classic has always been a term associated with Cross writing
instruments. This year we've added the words elegant and spirited to that
description. So whether our products are on display in Hong Kong, advertised
on TV in Barcelona, or clipped on a knapsack in Manhattan, they will continue
to be known for their quality. Regardless of product or place, that will
remain the Cross distinction.
[The following quote appears to the right of the second paragraph in this
section.]
"Cross has made an evolutionary change by focusing on the customer - what we
need, how they can help us. Cross is now a company of the 21st century."
Howard Wolff, President, Total Promotions - Chicago, IL
[The following appears in a side bar on the right-hand side of this section.]
Our 150th anniversary, in 1996, will mark a milestone for A. T. Cross. With new
products and packaging, as well as special promotions and media events, the
year 1995 promises to provide many exciting marketing opportunities. Throughout
the year we will have many surprises as we build to our 150th anniversary,
including one that will generate considerable excitement among pen enthusiasts.
Worldwide, the A. T. Cross Company continues to be recognized as the American
name in fine writing instruments.

<PAGE>
FINANCIAL HIGHLIGHTS
A.T. Cross Company and Subsidiaries
<TABLE>
Net Sales Net Income (Loss) Net Income (Loss) Cash, Cash Working Shareholders'
(Millions (Millions of Per Share Equivalents Capital Equity
of Dollars) Dollars) (Dollars) & Short-Term (Millions Book Value
Investments of Dollars) Per Share
(Millions of (Dollars)
Dollars)
<S> <C> <C> <C> <C> <C> <C>
1990 209.6 27.2 1.62 70,370 116.7 9.55
1991 205.2 21.2 1.26 65,930 114.2 9.55
1992 187.1 10.8 .64 65,210 103.8 8.90
1993 164.6 (3.5) (.21) 71,134 89.9 7.92
1994 177.1 10.5 .62 72,021 84.0 7.79

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
A.T. Cross Company and Subsidiaries

December 31
_____________________________________
ASSETS 1994 1993
____________________________________________________________________________________________________
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 15,689,564 $ 52,822,365
Short-term investments 56,331,324 18,311,963
Accounts receivable, less allowances for doubtful accounts
of $1,828,000 in 1994 and $1,632,000 in 1993 37,435,562 36,960,352
Inventories - NOTE B:
Finished goods 9,612,598 11,736,582
Work in process 2,831,720 3,004,261
Raw materials 4,280,690 4,222,975
____________________________________________________________________________________________________
16,725,008 18,963,818
Other current assets 4,545,636 3,067,532
____________________________________________________________________________________________________
TOTAL CURRENT ASSETS 130,727,094 130,126,030
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 1,269,185 1,273,227
Buildings 15,162,030 14,381,009
Machinery and equipment 68,547,378 61,839,155
____________________________________________________________________________________________________
84,978,593 77,493,391
Less allowances for depreciation 51,028,995 45,363,359
____________________________________________________________________________________________________
NET PROPERTY, PLANT AND EQUIPMENT 33,949,598 32,130,032
INTANGIBLES AND OTHER ASSETS 15,692,413 16,738,196
____________________________________________________________________________________________________
$180,369,105 $178,994,258
____________________________________________________________________________________________________
____________________________________________________________________________________________________

LIABILITIES AND SHAREHOLDERS' EQUITY
____________________________________________________________________________________________________
CURRENT LIABILITIES
Accounts payable $ 8,872,850 $ 4,055,324
Accrued compensation and related taxes 5,158,039 6,647,429
Accrued expenses and other liabilities 17,726,537 17,187,201
Cash dividends payable 2,643,855 2,708,925
Contributions payable to employee benefit plans 8,055,367 8,631,461
Income taxes payable 4,301,670 995,389
____________________________________________________________________________________________________
TOTAL CURRENT LIABILITIES 46,758,318 40,225,729
ACCRUED WARRANTY COSTS 4,909,000 4,609,000
SHAREHOLDERS' EQUITY - NOTES C AND D:
Common stock, par value $1 per share:
Class A-authorized 40,000,000 shares, 15,194,293
shares issued and 14,719,293 shares outstanding in 1994,
and issued and outstanding 15,125,982 shares in 1993 15,194,293 15,125,982
Class B-authorized 4,000,000 shares,
issued and outstanding 1,804,800 shares 1,804,800 1,804,800
Additional paid-in capital 10,721,412 9,389,762
Retained earnings 107,958,596 108,1260
Accumulated foreign currency translation adjustment 328,423 (323,275)
136,007,524 134,159,529
Treasury stock, at cost, 475,000 shares (7,305,737) -
____________________________________________________________________________________________________
TOTAL SHAREHOLDERS' EQUITY 128,701,787 134,159,529
____________________________________________________________________________________________________
$180,369,105 $178,994,258
____________________________________________________________________________________________________
____________________________________________________________________________________________________

<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
A.T. Cross Company and Subsidiaries

Year Ended December 31
__________________________________________________
1994 1993 1992
_______________________________________________________________________________________________________________
<S> <C> <C> <C>
REVENUES
Net sales $177,135,770 $164,606,391 $187,129,510
Interest and other income 3,943,234 2,516,161 3,197,899
_______________________________________________________________________________________________________________
181,079,004 167,122,552 190,327,409

COSTS AND EXPENSES
Cost of goods sold 88,691,081 84,392,881 99,087,116
Selling, general and administrative expenses 66,794,430 62,846,578 63,707,825
Service and distribution costs 4,542,003 5,042,168 5,184,115
Research and development expenses 2,035,568 2,212,851 1,236,428
Restructuring charges - NOTE I - 11,010,000 2,100,000
_______________________________________________________________________________________________________________
162,063,082 165,504,478 171,315,484
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 19,015,922 1,618,074 19,011,925
Provision for income taxes - NOTE F 8,482,000 1,099,000 6,239,000
_______________________________________________________________________________________________________________
INCOME FROM CONTINUING OPERATIONS 10,533,922 519,074 12,772,925

DISCONTINUED OPERATIONS,
LESS INCOME TAX BENEFIT - NOTE J
Loss from operations - (1,500,000) (1,955,233)
Loss on disposal - (2,500,000) -
_______________________________________________________________________________________________________________
LOSS FROM DISCONTINUED OPERATIONS - (4,000,000) (1,955,233)
_______________________________________________________________________________________________________________
NET INCOME (LOSS) 10,533,922 (3,480,926) 10,817,692
Retained earnings at beginning of year 108,162,260 125,186,939 136,017,154
_______________________________________________________________________________________________________________
118,696,182 121,706,013 146,834,846
Cash dividends declared (per share: $0.64 in 1994,
$0.80 in 1993, and $1.28 in 1992) - NOTE C 10,737,586 13,543,753 21,647,907
_______________________________________________________________________________________________________________
RETAINED EARNINGS AT END OF YEAR $107,958,596 $108,162,260 $125,186,939
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________

INCOME (LOSS) PER SHARE:
From Continuing Operations $0.62 $0.03 $0.76
From Discontinued Operations - (0.24) (0.12)
_______________________________________________________________________________________________________________
NET INCOME (LOSS) PER SHARE $0.62 ($0.21) $0.64
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
<FN>
See notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS
A.T. Cross Company and Subsidiaries

Year Ended December 31
__________________________________________________
CASH PROVIDED BY (USED IN): 1994 1993 1992
_______________________________________________________________________________________________________________
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Income from continuing operations $ 10,533,922 $ 519,074 $ 12,772,925
Adjustments to reconcile income from
continuing operations to net cash provided
by operating activities:
Depreciation and amortization 6,346,690 6,184,774 5,244,427
Provision for losses on accounts receivable 405,592 422,719 292,651
Deferred income taxes 458,000 (2,365,000) (569,000)
Provision for warranty costs 1,195,595 1,454,029 1,166,364
Provision for write-down of fixed assets - 3,500,000 -
Changes in operating assets and liabilities:
Accounts receivable (6,806) 1,236,622 (9,294,867)
Inventories 2,643,810 9,695,628 18,849,037
Other assets - net (1,143,887) (1,542,327) 157,732
Accounts payable 4,733,123 (1,220,084) (2,553,617)
Other liabilities - net 2,663,867 7,087,033 3,571,390
Warranty costs paid (895,595) (854,029) (918,364)
Foreign currency transaction (gain) loss (82,495) 165,544 129,550
_______________________________________________________________________________________________________________
NET CASH PROVIDED BY CONTINUING OPERATIONS 26,851,816 24,283,983 28,848,228
Discontinued operations:
Loss from discontinued operations - (4,000,000) (1,955,233)
Changes in operating assets and liabilities - 4,656,906 (496,745)
_______________________________________________________________________________________________________________
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS - 656,906 (2,451,978)
_______________________________________________________________________________________________________________
NET CASH PROVIDED BY OPERATING ACTIVITIES 26,851,816 24,940,889 26,396,250
INVESTING ACTIVITIES:
Proceeds from sales of assets of Mark Cross - 7,023,000 -
Additions to property, plant and equipment (7,662,300) (8,493,669) (4,602,822)
Additional acquisition payment (687,086) (520,485) (1,562,450)
Acquisition of minority interest in subsidiary - (985,211) -
Purchase of short-term investments (86,088,263) (32,749,856) (56,859,846)
Sale or maturity of short-term investments 48,068,902 57,241,963 54,731,388
_______________________________________________________________________________________________________________
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (46,368,747) 21,515,742 (8,293,730)
FINANCING ACTIVITIES:
Cash dividends paid (10,802,656) (16,248,949) (21,635,416)
Proceeds from sale of Class A common stock 262,033 189,631 863,455
Purchase of treasury stock (7,305,737) - -
_______________________________________________________________________________________________________________
NET CASH USED IN FINANCING ACTIVITIES (17,846,360) (16,059,318) (20,771,961)
Effect of exchange rate changes on cash
and cash equivalents 230,490 18,675 (178,278)
Increase (decrease) in cash and cash equivalents (37,132,801) 30,415,988 (2,847,719)
_______________________________________________________________________________________________________________
Cash and cash equivalents at beginning of year 52,822,365 22,406,377 25,254,096
_______________________________________________________________________________________________________________
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 15,689,564 $ 52,822,365 $ 22,406,377
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________

<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.T. CROSS COMPANY AND SUBSIDIARIES
DECEMBER 31, 1994

NOTE A - SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements
include the accounts of the Company and all of its subsidiaries. Upon
consolidation, all material intercompany accounts and transactions are
eliminated.
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS: The Company considers all
highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents. Short-term investments are stated at cost,
which approximates market, and consist of interest bearing investments with a
maturity of greater than three months when purchased. Cash equivalents and
short-term investments are placed only with high-credit quality financial
institutions. At December 31, 1994, approximately 66% of the Company's cash,
cash equivalents and short-term investments were placed with one financial
institution.
Short-term investments at December 31, 1994 and 1993 include
certificates of deposit and municipal bonds ("Held-to-Maturity" securities)
which have maturities greater than three months. The Company has the positive
intent and ability to hold these securities until maturity and has stated
these investments at cost which approximates market.
INVENTORIES: Substantially all domestic inventories are priced at the
lower of last-in, first-out cost or market. The remaining inventories are
priced at the lower of first-in, first-out cost or market.
PROPERTIES, EQUIPMENT AND RELATED DEPRECIATION: Property, plant and
equipment are stated on the basis of cost. Provisions for depreciation are
computed using a combination of accelerated and straight-line methods which
are intended to amortize the cost of such assets over their estimated useful
lives.
FOREIGN CURRENCY TRANSLATION: The Company has a program in place to
manage foreign currency risk. As part of that program, the Company has
entered into foreign currency exchange contracts to hedge anticipated foreign
currency transactions or commitments, primarily purchases of materials and
products from foreign suppliers, and certain foreign currency denominated
balance sheet positions. The terms of the contracts generally correspond with
the dates of the anticipated foreign currency transactions. Realized and
unrealized gains and losses on those contracts intended to hedge specific
foreign currency transactions or commitments are deferred and accounted for
as part of the transaction, while gains and losses on other contracts are
included in net income. At December 31, 1994, the Company held forward
exchange contracts approximating $8,934,000. The fair value of these
contracts, which hedge commitments becoming due at various times through
November 1995, approximated $8,904,000, based on the December 31, 1994 market
prices of comparable instruments.
Foreign currency exchange gains (losses) are included in selling,
general and administrative expenses and approximated $189,000, $(230,000) and
$60,000 in 1994, 1993 and 1992, respectively.
INDUSTRY SEGMENT: The Company predominately operates in one industry
segment, writing instruments.
ADVERTISING COSTS: The costs of advertising are charged to expense as
incurred and amounted to $20,718,000, $18,145,000 and $20,346,000 for the
years ended December 31, 1994, 1993 and 1992, respectively.
WARRANTY COSTS: The Company's writing instruments are sold with a full
warranty of unlimited duration against mechanical failure. Estimated warranty
costs are accrued at the time of sale. Discretionary product repair and
replacement costs, not related to mechanical failure, are classified as
marketing costs.
NET INCOME (LOSS) PER SHARE: Net income (loss) per share is computed
based upon the weighted average number of shares of Class A and Class B
common stock outstanding during the year (16,872,505, 16,927,411 and
16,903,170 in 1994, 1993 and 1992, respectively). The exercise of outstanding
stock options would not result in a material dilution of net income per
share.

NOTE B - INVENTORIES
Domestic inventories approximating $9,107,000 and $10,416,000 at
December 31, 1994 and 1993, respectively, are priced at the lower of last-in,
first-out (LIFO) cost or market. The remaining inventories are priced at the
lower of first-in, first-out cost or market.
If the first-in, first-out method of inventory valuation had been used
by the Company for those inventories priced using the last-in, first-out
method, inventories would have been approximately $13,196,000 and $13,532,000
higher than reported at December 31, 1994 and 1993, respectively. During 1993
and 1992, inventory quantities were reduced resulting in the liquidation of
LIFO inventory quantities carried at lower costs prevailing in prior years as
compared with the cost of current purchases. The effect of these liquidations
was to increase net income by approximately $719,000 or $0.04 per share and
$1,563,000 or $0.09 per share in 1993 and 1992, respectively. The Company
believes the LIFO method of inventory valuation ordinarily results in a more
appropriate matching of its revenues to their related costs since current
costs are included in costs of goods sold and distortions in reported income
due to the effect of changing prices are reduced.

NOTE C - COMMON STOCK
The Class A and Class B common stock are identical, except for
differences with respect to certain voting rights. They are entitled to share
equally in dividends that may be declared by the Board of Directors and, upon
liquidation, to share ratably in any assets which remain available for
distribution on the Class A and Class B common stock. Holders of Class A
common stock are entitled to elect one-third of the number of directors.
Changes in Class A common stock and additional paid-in capital are
shown below (there were no changes in Class B common stock):

<TABLE>
<CAPTION>
Class A Common Stock
____________________________
Number Additional
of Paid-In
Shares Amount Capital
_______________________________________________________________________________________
<S> <C> <C> <C>
Balances at January 1, 1992 15,071,294 $15,071,294 $ 8,281,364
Stock option activity 35,800 35,800 655,934
Stock purchase plan 7,234 7,234 164,487
_______________________________________________________________________________________
Balances at December 31, 1992 15,114,328 15,114,328 9,101,785
Stock option activity 3,400 3,400 155,100
Stock purchase plan 8,254 8,254 132,877
_______________________________________________________________________________________
Balances at December 31, 1993 15,125,982 15,125,982 9,389,762
Stock option activity 10,753 10,753 523,766
Stock purchase plan 8,636 8,636 116,860
Issued to profit sharing trust 48,922 48,922 691,024
_______________________________________________________________________________________
Balances at December 31, 1994 15,194,293 $15,194,293 $10,721,412
_______________________________________________________________________________________
_______________________________________________________________________________________

</TABLE>

<PAGE>

NOTE D- STOCK OPTION AND STOCK PURCHASE PLANS
The Company has an incentive stock option plan and a non-qualified stock
option plan under which options to purchase shares of Class A common stock may
be granted to key employees. Options to purchase Class A shares may also
be granted under the non-qualified plan to members of the Company's Board of
Directors.
Under the incentive plan, the option price is the mean between the high
and low prices of the stock on the date that the option is granted. Under its
present terms, the plan will expire in 1998. The term of each option is ten
years or such shorter period as may be determined by the Board of Directors.
The non-qualified plan has an option price of 10% less than the mean
between the high and low prices of the stock on the date the option is
granted. The plan has no definite expiration date, but may be terminated by
the Board of Directors. The term of each option is ten years or such shorter
period as may be determined by the Board of Directors. Compensation expense
relating to non-qualified stock options amounted to $399,000 in 1994 and
$110,000 in 1993.
<TABLE>
<CAPTION>
Stock option activity during the two years
ended December 31, 1994 was as follows: PRICE SHARES
OPTIONS PER SHARE RESERVED
_______________________________________________________________________________________
<S> <C> <C> <C>
Incentive Stock Option Plan:
Outstanding at January 1, 1993 346,040 $12.63 to $36.69 613,790
Granted 158,600 $19.56 -
Exercised (3,400) $12.63 to $15.50 (3,400)
Canceled (95,770) $14.88 to $36.69 -
_______________________________________________________________________________________
Outstanding at December 31, 1993 405,470 $12.63 to $36.69 610,390
Granted 117,750 $13.88 to $15.44 -
Exercised (2,250) $12.63 to $13.88 (2,250)
Canceled (59,850) $12.63 to $36.69 -
_______________________________________________________________________________________
Outstanding at December 31, 1994 461,120 $12.63 to $36.69 608,140
_______________________________________________________________________________________
_______________________________________________________________________________________

Substantially all options outstanding were exercisable at December 31, 1994
and 1993.

Non-Qualified Stock Option Plan:
Outstanding at January 1, 1993 281,800 $17.83 to $33.02 795,300
Granted 338,919 $11.38 to $17.61 -
Canceled (31,000) $17.61 to $32.23 -
_______________________________________________________________________________________
Outstanding at December 31, 1993 589,719 $11.38 to $33.02 795,300
Granted 176,860 $12.49 to $14.91 -
Exercised (8,503) $11.76 to $13.89 (8,503)
Canceled (53,069) $11.76 to $32.23 -
_______________________________________________________________________________________
Outstanding at December 31, 1994 705,007 $11.38 to $33.02 786,797
_______________________________________________________________________________________
_______________________________________________________________________________________
<FN>

Approximately 546,000 options were exercisable at December 31, 1994 and
approximately 430,000 options were exercisable at December 31, 1993.
</TABLE>

The Company also has an employee stock purchase plan allowing eligible
employees, other than officers and directors, to purchase shares of the
Company's Class A common stock at 10% less than the mean between the high and
low prices of the stock on the date of purchase. A maximum of 320,000 shares
is available under the plan and the aggregate number of shares reserved was
161,716 and 170,352 at December 31, 1994 and 1993, respectively.
In December 1994, the Company's Board of Directors approved amendments
to the non-qualified stock option plan to increase the number of shares of
Class A common stock reserved for issuance to 675,000, and to provide that
the option price shall be the mean between the high and low price on the date
of grant. Approximately 630,000 options have been allocated to employees
under the amended plan. The amended plan is subject to approval by a majority
of the Company's shareholders at the Company's annual meeting in April 1995.

<PAGE>

NOTE E - EMPLOYEE BENEFIT PLANS
The Company has a noncontributory defined benefit pension plan, a
savings plan and a noncontributory profit sharing plan which cover
substantially all domestic employees. Employees of non-U.S. subsidiaries
generally receive retirement benefits from company sponsored defined benefit
or defined contribution plans or from statutory plans administered by
governmental agencies in their countries. The Company does not provide its
employees any post retirement benefits other than those described above.
Benefits under the defined benefit plans are based on the employee's
years of service and compensation, as defined. The Company's funding policy is
consistent with applicable local laws and regulations.
The savings plan, established under Section 401(k) of the Internal
Revenue Code, allows participants to contribute up to 10% of their annual
compensation. The Company will contribute 50% of the participant's
contribution, to a maximum of 3% of the participant's salary and bonus.
The Company's annual accrual and contribution for both the savings plan
and profit sharing retirement trust will not exceed the maximum amount
deductible for such year for federal income tax purposes.
The following table sets forth the defined benefit plans' combined
funded status and amounts recognized in the Company's consolidated balance
sheet at December 31 of each year:

<TABLE>
<CAPTION>
_______________________________________________________________________________________________________________
1994 1993 1992
_______________________________________________________________________________________________________________
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation including vested
benefits of $12,297,000 in 1994, $11,155,000
in 1993, and $8,421,000 in 1992 $ 12,667,000 $ 11,720,000 $ 8,953,000
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
Projected benefit obligation $ (18,383,000) $ (17,204,000) $ (15,249,000)
Plan assets at fair value (marketable securities
and short-term cash investments) 14,847,000 11,652,000 10,781,000
_______________________________________________________________________________________________________________
Projected benefit obligation
in excess of plan assets (3,536,000) (5,552,000) (4,468,000)
Unrecognized net gain (1,296,000) (651,000) (1,588,000)
Unrecognized prior service cost 161,000 130,000 724,000
Unrecognized net transition obligation,
net of amortization 327,000 233,000 559,000
_______________________________________________________________________________________________________________
Accrued pension cost included in contributions
payable to employee benefit plans $ (4,344,000) $ (5,840,000) $ (4,773,000)
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
THE PRINCIPAL ASSUMPTIONS USED IN COMPUTING
THE ABOVE AMOUNTS ARE AS FOLLOWS:
Weighted average discount rate 8.00% 7.00% 8.25%
Increase in future compensation 5.00% 4.50% 5.50%
Expected long-term return on plan assets 8.00% 9.00% 9.00%
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
EXPENSES FOR EACH OF THE EMPLOYEE
BENEFIT PLANS ARE AS FOLLOWS:
Service cost - benefits earned during the year $ 1,519,000 $ 1,263,000 $ 1,472,000
Interest cost on projected benefit obligation 1,389,000 1,244,000 1,198,000
Actual return on plan assets 131,000 (635,000) (802,000)
Net amortization and deferral (1,185,000) (327,000) 54,000
_______________________________________________________________________________________________________________
Net pension cost of defined benefit plans 1,854,000 1,545,000 1,922,000
Savings plan 621,000 641,000 638,000
Profit sharing plan 1,000,000 750,000 -
_______________________________________________________________________________________________________________
TOTAL $ 3,475,000 $ 2,936,000 $ 2,560,000
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
<FN>
The expense for the profit sharing plan in 1993 represents the approximate
market value of 50,000 shares of Class A common stock which the Company
contributed to the plan in 1994.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NOTE F- INCOME TAXES
The provision (benefit) for income taxes
consists of the following: 1994 1993 1992
_______________________________________________________________________________________________________________
<S> <C> <C> <C>
CURRENTLY PAYABLE:
Federal $ 5,349,000 $ 657,000 $ 4,837,000
State 637,000 276,000 850,000
Foreign 1,717,000 161,000 272,000
_______________________________________________________________________________________________________________
7,703,000 1,094,000 5,959,000
DEFERRED:
Federal 857,000 (1,912,000) (719,000)
State 93,000 (304,000) (98,000)
Foreign (171,000) 18,000 49,000
_______________________________________________________________________________________________________________
779,000 (2,198,000) (768,000)
_______________________________________________________________________________________________________________
TOTAL $ 8,482,000 $(1,104,000) $ 5,191,000
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________

Income tax (benefit) included in:
Continuing operations $ 8,482,000 $ 1,099,000 $ 6,239,000
Discontinued operations - (2,203,000) (1,048,000)
_______________________________________________________________________________________________________________
TOTAL $ 8,482,000 $(1,104,000) $ 5,191,000
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________

The reconciliation of income taxes computed at the
statutory federal income tax rate to the provision for
income taxes from continuing operations is as follows:
Statutory federal income tax $ 6,656,000 $ 550,000 $ 6,464,000
State income tax expense, less federal tax benefit 475,000 81,000 523,000
Foreign operations 1,779,000 643,000 (706,000)
Benefit of Foreign Sales Corporation (553,000) (300,000) (225,000)
Miscellaneous 125,000 125,000 183,000
_______________________________________________________________________________________________________________
PROVISION FOR INCOME TAXES $ 8,482,000 $ 1,099,000 $ 6,239,000
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred
tax liabilities at December 31 are presented below: 1994 1993
_______________________________________________________________________________________________________________
<S> <C> <C>
DEFERRED TAX ASSETS:
Accounts receivable $ 515,000 $ 477,000
Additional costs inventoried for tax purposes and
inventory reserves not deductible for tax purposes 1,802,000 1,815,000
Excess benefit plan 654,000 560,000
Accrued warranty costs 1,905,000 1,791,000
Accrued pension costs 1,049,000 1,368,000
Intangible assets 535,000 496,000
Restructuring charges 335,000 787,000
Net operating loss carryforward 1,334,000 949,000
Other 270,000 558,000
_______________________________________________________________________________________________________________
8,399,000 8,801,000
Less: valuation allowance (1,334,000) (949,000)
_______________________________________________________________________________________________________________
TOTAL DEFERRED TAX ASSETS 7,065,000 7,852,000
_______________________________________________________________________________________________________________
DEFERRED TAX LIABILITIES:
Plant and equipment, principally due to
differences in depreciation (321,000) (97,000)
Other - (232,000)
_______________________________________________________________________________________________________________
TOTAL DEFERRED TAX LIABILITIES (321,000) (329,000)
_______________________________________________________________________________________________________________
NET DEFERRED TAX ASSET $6,744,000 $7,523,000
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
</TABLE>

NOTE F - INCOME TAXES (CONTINUED)
The Company's wholly-owned subsidiary, A.T. Cross Limited ("ATCL") is
not subject to the Republic of Ireland statutory income tax rate. Through
2010, ATCL is subject to the 10% rate on profits from sales of Irish
manufactured goods, as defined. This lower tax rate reduced income tax
expense and increased net income by approximately $1,692,000 ($0.10 per
share) in 1994, $879,000 ($0.05 per share) in 1993, and $605,000 ($0.04 per
share) in 1992. Beginning in 1994, the earnings of ATCL are subject to taxation
in the United States pursuant to recently enacted anti-deferral
legislation. This had the effect of decreasing net income by approximately
$1,375,000 ($0.08 per share).
Undistributed earnings of foreign subsidiaries amounted to
approximately $71,666,000 and $71,551,000 (including approximately $50
million of cash in both years) at December 31, 1994 and 1993, respectively.
These earnings could become subject to additional tax if they are remitted as
dividends, if foreign earnings were lent to the Company or a U.S. affiliate,
or if the Company should sell its stock in the subsidiaries. Since it is
generally the intention of the Company to invest the undistributed earnings
of foreign subsidiaries in the growth of business outside the United States,
deferred income taxes have not been provided on such earnings. The amount of
additional taxes that might be payable on the foreign earnings approximates
$22,500,000.
At December 31, 1994, net operating loss carryforwards for certain
foreign subsidiaries were approximately $3,429,000 for tax purposes. These
losses begin to expire in 1997.
Income taxes paid in 1994, 1993 and 1992 were approximately $4,533,000,
$2,115,000 and $7,530,000, respectively.

<PAGE>

NOTE G - GEOGRAPHIC INFORMATION
<TABLE>
The following table sets forth geographic
information for the Company: 1994 1993 1992
_______________________________________________________________________________________________________________
<S> <C> <C> <C>
Sales to unaffiliated customers:
United States $132,177,946 $122,518,640 $136,056,178
Europe and Far East 44,957,824 42,087,751 51,073,332
_______________________________________________________________________________________________________________
TOTAL $177,135,770 $164,606,391 $187,129,510
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________

Income (loss) from continuing operations
before income taxes:
United States $ 14,314,316 $ 2,089,882 $ 15,371,420
Europe and Far East 4,701,606 (471,808) 3,640,505
_______________________________________________________________________________________________________________
TOTAL $ 19,015,922 $ 1,618,074 $ 19,011,925
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________

Identifiable assets:
United States $ 96,145,653 $ 95,431,780 $109,414,075
Europe and Far East 84,223,452 83,562,478 85,041,317
_______________________________________________________________________________________________________________
TOTAL $180,369,105 $178,994,258 $194,455,392
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________

</TABLE>
Identifiable assets outside the United States include cash, cash
equivalents and short-term investments of $54,178,000, $53,613,000
and $51,003,000 at December 31, 1994, 1993 and 1992, respectively. United
States sales to unaffiliated customers include export sales of approximately
$23,950,000, $16,105,000 and $16,726,000 in 1994, 1993 and 1992, respectively.

NOTE H - LINE OF CREDIT
The Company has an unsecured line of credit agreement with a bank under
which it may borrow up to $50,000,000. Any amounts borrowed under the
agreement will be payable on demand and will bear interest at one half of one
percent (1/2 of 1%) per annum in excess of the London Interbank Offering Rate
(LIBOR). The agreement is cancelable at any time by the Company or the bank.
The highest amount borrowed at any time during the year was $2,000,000.

NOTE I - RESTRUCTURING AND OTHER CHARGES
The Company recorded restructuring charges of $11,010,000 in 1993 in
connection with the consolidation of production and distribution facilities
and the reduction of excess manufacturing capacity ($4,600,000); the
worldwide reduction of personnel and corporate reorganization ($3,810,000);
and the discontinuation of certain product lines ($2,600,000). Restructuring
charges in 1992 of $2,100,000 were comprised principally of employment costs
in connection with the reduction of personnel at the Company's Irish facility.
Assets held for sale, including the Company's distribution center in
Lincoln, R.I., are classified in Intangibles and Other Assets in the balance
sheet at December 31, 1994. Substantially all other aspects of the
restructuring were completed in 1994 as planned.

NOTE J - DISCONTINUED OPERATIONS
On June 30, 1993, the Company completed the sale of the Mark Cross
trademark and selected assets of its wholly-owned subsidiary Mark Cross, Inc.
and discontinued its retail business.
The following table sets forth summary information relating to
Mark Cross:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
JUNE 30, 1993 1992
_______________________________________________________________________________________
<S> <C> <C>
Net sales $ 5,257,470 $13,302,566
Costs and expenses 7,577,836 16,305,799
_______________________________________________________________________________________
OPERATING LOSS BEFORE INCOME TAX BENEFIT (2,320,366) (3,003,233)
Income tax benefit relating to operations 820,366 1,048,000
_______________________________________________________________________________________
OPERATING LOSS (1,500,000) (1,955,233)
Loss on disposal before income taxes (3,882,634) -
Income tax benefit relating to loss on disposal 1,382,634 -
_______________________________________________________________________________________
LOSS ON DISPOSAL (2,500,000) -
_______________________________________________________________________________________
LOSS FROM DISCONTINUED OPERATIONS $ (4,000,000) $ (1,955,233)
_______________________________________________________________________________________
_______________________________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NOTE K - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a tabulation of the unaudited
quarterly results of operations for the years ended
December 31, 1994 and 1993:
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
_____________________________________________________________________________________________
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
_____________________________________________________________________________________________
<S> <C> <C> <C> <C>
1994:
Net sales $ 35,193 $ 40,620 $ 45,928 $ 55,395
Gross profit 16,686 18,723 21,606 31,430
Net income 1,361 689 2,674 5,810
Net income per share 0.08 0.04 0.16 0.34
_____________________________________________________________________________________________
1993:
Net sales $ 36,475 $ 37,294 $ 40,096 $ 50,741
Gross profit 15,272 16,100 17,561 31,281
income (loss) from:
Continuing operations 945 (6,786) 2,358 4,002
Discontinued operations (772) (3,228) - -
_____________________________________________________________________________________________
Net income (loss) $ 173 $ (10,014) $ 2,358 $ 4,002
_____________________________________________________________________________________________
_____________________________________________________________________________________________
Income (loss) per share from:
Continuing operations $ 0.06 $ (0.40) $ 0.13 $ 0.24
Discontinued operations (0.05) (0.19) - -
_____________________________________________________________________________________________
Net income (loss) per share $ 0.01 $ (0.59) $ 0.13 0.24
_____________________________________________________________________________________________
_____________________________________________________________________________________________
</TABLE>
In the second quarter of 1993, the Company incurred restructuring charges
of $9,610,000 in connection with the consolidation of its production and
distribution facilities and reduction of excess manufacturing capacity; the
worldwide reduction of personnel and corporate reorganization; and the
discontinuation of certain product lines. These charges reduced net income
in the second quarter of 1993 by approximately $6,300,000 ($0.37 per
share). In the fourth quarter of 1993, the Company incurred additional
restructuring charges of $1,400,000 in connection with further personnel
reductions. These charges reduced net income in the fourth quarter by
approximately $1,260,000 or $0.07 per share.

<PAGE>

REPORT OF ERNST & YOUNG
INDEPENDENT AUDITORS

To the Shareholders of A.T. Cross Company:
We have audited the accompanying consolidated balance sheets of A. T.
Cross Company and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of income and retained earnings, and cash
flows for each of the three years in the period ended December 31, 1994.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of A.T.
Cross Company and subsidiaries at December 31, 1994 and 1993, and the
consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.

Providence, Rhode Island
January 30, 1995

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF 1994 WITH 1993

Consolidated net sales increased 7.6% in 1994 compared to 1993. The increase
was primarily the result of an approximate 1.0% increase in unit sales
combined with higher average unit selling prices, due both to a favorable
change in product mix and to an approximate 4.0% mid-year price increase.
Domestic sales increased by $1.8 million, or 1.7%, while foreign sales were
$10.7 million, or 18.4%, improved over the prior year. The higher domestic
sales this year reflect the favorable consumer response to many of the
Company's new products and marketing initiatives. The Townsend line, the
Company's wide-girth product, has created new excitement at the prestige end
of the high priced writing instrument line. The use of impulse packaging had a
positive effect on the Century line. The increase in foreign sales was due,
in part, to working closely with foreign distributors to enhance the image of
the Cross brand, particularly at the point-of-sale, as well as several new
product introductions, aggressive promotional campaigns and an increase in
advertising. Foreign sales include United States export sales which increased
48.7% over 1993, due partially to significant growth in the Company's Asian
market, and also to a transfer to the United States of certain markets which
were previously supplied from the Company's Irish manufacturing plant.
Consequently, sales supplied from the Company's Irish manufacturing plant
declined 6.8% since 1993. In addition to Asia, growth in the Company's
European market was also particularly strong. Overall, favorable foreign
exchange rates against the dollar in the Company's key foreign markets added
to the improvement in sales.
The overall consolidated gross margin increased from 48.7% in 1993 to
49.9% in 1994. The increase over the prior year was due, in part, to the
mid-year price increase mentioned earlier, and higher production.
Selling, general and administrative expenses (SG&A) increased $3.9
million (6.3%) in 1994 compared to 1993. The increases were primarily due to
higher marketing support expenses of $2.6 million combined with higher
personnel costs. The weaker dollar also contributed to higher expenses this
year. Research and development expenses decreased 8.0% from a year ago due
principally to the timing of product development expenses and the use of
contracted suppliers for certain components of the new Solo line. Although
research and development expenses are lower this year, the Company remains
vigorously committed to its product development efforts and expects an
increase in R&D expenditures in 1995 in excess of 50%. Service and
distribution costs were 9.9% lower than last year as a result of the closure
in 1993 of the Company's separate distribution operation and the
consolidation of its distribution operations into its Lincoln manufacturing
facility.
The Company has changed certain assumptions which will be used to
determine 1995 pension expense under its defined benefit pension plan. These
changes will decrease pension expense in 1995 by approximately $0.7 million.
Interest and other income increased $1.4 million (56.7%) from 1993.
Interest income was greater due to higher interest rates on higher average
invested funds. Other income included certain minor non-recurring gains.
The effective income tax rate in 1994 was 44.6% as compared to last
year's rate of 67.9% on income from continuing operations. The 1994 rate is
higher than the Company's historical tax rate of 31% to 33% due to changes
in U.S. tax laws which have resulted in the taxation of income earned by the
Company's subsidiary in Ireland at the higher U.S. rate as compared to the
10% effective rate in 1993. The tax rate for 1993 was unusually high due to
the effect of operating losses sustained by the Company's foreign
subsidiaries for which no current income tax benefit was available on the
low level of 1993 pretax income from continuing operations. Actions taken at
the end of 1994 to reorganize certain of the Company's European operations
are expected to reduce the Company's overall effective income tax rate to
approximately 37% in 1995. The Company's purchase of 475,000 shares of
treasury stock during the last half of 1994 had no effect on earnings per
share.

COMPARISON OF 1993 WITH 1992
Consolidated net sales declined 12.0% in 1993 compared to 1992. Writing
instrument units sold declined 8.1%. Domestic sales declined by $12.9 million
while foreign sales were down $9.6 million. In the United States, the
economic recovery in the consumer sector lagged behind other segments of the
economy and led retailers to maintain smaller inventory levels. While the Asian
Pacific region reported positive signs of improvement, Europe and many of the
Company's other foreign markets showed no significant signs of emerging from
recession in 1993. Overall, unfavorable exchange rates against the dollar in
the Company's key foreign markets contributed to the 1993 decline in sales.
The overall consolidated gross margin increased to 48.7% in 1993, from
47.0% in 1992. The increase in gross margin was due to lower costs resulting
from the manufacturing reorganization and transition to just-in-time
manufacturing techniques. SG&A decreased $0.9 million (1.4%) in 1993 compared
to 1992. The decrease was primarily due to lower advertising and personnel-
related costs. Research and development expenses increased $1.0 million
(79.0%) in 1993 as the Company focused greater resources on developing new
products.
The Company recorded a restructuring charge of $11.0 million ($7.6
million after-tax) in 1993. The charge was comprised of provisions for a
loss on the sale of the Company's distribution center, costs of relocating
distribution center operations to the Company's main manufacturing facility,
expenses associated with a reduction of personnel, and a provision for
inventory write-downs for certain product lines.
The manufacturing initiatives discussed above increased production
efficiency and enabled the Company to significantly reduce writing instrument
inventory levels by improving product cycle time, while maintaining quality.
These improvements, combined with the sale of Mark Cross, eliminated the need
for a separate distribution center and allowed the Company to consolidate its
Lincoln manufacturing and distribution facilities. The Company reorganized its
corporate structure and reduced its worldwide employment levels by approximately
20% due, in part, to the benefits of the manufacturing initiatives which helped
to improve the productivity and efficiency of the Company's operations in all
areas. Another result of the initiatives was the significantly improved ability
to bring new products to market. Ongoing annual savings have approximated $6.0
million, comprised principally of lower costs of personnel, depreciation and
facility maintenance, as a result of the restructuring in 1993 and 1992. A
portion of the savings realized is being invested in new product development and
introduction. Interest and other income decreased $0.7 million (21.3%) from
1992 primarily due to lower interest rates earned on invested funds.
The effective income tax rate on income from continuing operations
was 67.9% in 1993 compared to 32.8% in 1992. The higher rate in 1993 is due
principally to the effect of operating losses sustained by the Company's
foreign subsidiaries for which no current income tax benefit is available on
the low level of pretax income from continuing operations. The Company's
average effective income tax rate on income from continuing operations from
1989 to 1992 approximated 31%.
In 1993, the Company completed the sale of the Mark Cross trademark
and selected assets of its wholly-owned subsidiary, Mark Cross, Inc., and
discontinued its retail business. The Company sustained a $2,500,000
after-tax loss on the sale.

LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments (i.e., cash) increased
$0.9 million in total in 1994 to $72.0 million. The relatively minor change
during the year was primarily the result of higher cash generated by income
from continuing operations, offset by expenditures for additions to fixed
assets, cash dividends, and the purchase of treasury stock. Accounts
receivable increased only slightly, due primarily to the higher sales volume
in the last month of the year. The Company ordinarily offers domestic retail
customers a program whereby they may delay payment on certain third and
fourth quarter purchases until January of the next year. As a result, the
Company's cash level is usually greater from January through October than at
other times during the year, while accounts receivable tend to be at the
highest point at the end of the year.
Additions to property, plant and equipment were $7.7 million in 1994,
compared to $8.5 million in 1993. The 1994 additions included tooling costs
for the Company's new resin-based Solo Line, improvements and upgrades to
manufacturing equipment, and the continued expansion of the Company-wide
distributed information systems network. The Company expects capital
expenditures will approximate $12.0 million in 1995. The Company in the past
has financed, and expects to continue to finance, its long-term capital needs
through cash flow from operations.
Although the Company's net working capital decreased $5.9 million in
1994 and its current ratio declined to 2.80:1 at the end of 1994 from 3.23:1
at the end of 1993, the Company continues to generate sufficient cash from
operations to meet its working capital needs without the need for long-term
external financing. The working capital reduction was principally due to the
cash used to repurchase Class A common stock, as discussed below. The Company
has a $50.0 million bank line of credit to meet any temporary cash flow
shortages that may arise. The highest amount borrowed against this line at
any time during the year was $2.0 million.
At the end of 1994, cash available for domestic operations amounted to
$17.8 million while cash held offshore for use in international operations
amounted to $54.2 million. If in the future the Company determines that the
cash held offshore is not necessary for international operations, it may
repatriate such cash for use in domestic operations. However, repatriated
offshore earnings, including the cash held offshore, will be subject to
additional federal and state income taxes of approximately 31% of the
remitted amounts.
The Company's writing instruments are sold with a full warranty of
unlimited duration against mechanical failure. The increase in the accrued
liability for warranty costs is due to higher estimated costs of products to
be replaced or repaired under the warranty.
On April 28, 1994, the Company's Board of Directors authorized a
repurchase of up to 1,000,000 shares of its outstanding Class A common stock.
As of December 31, 1994, the Company has repurchased 475,000 Class A shares.

IMPACT OF INFLATION AND CHANGING PRICES
The Company's operations are subject to the effects of general inflation as
well as fluctuations in foreign currencies. In addition, the Company is
exposed to volatility in the price of gold and silver as those precious
metals are used in the manufacture of its products. The potential
risks in these areas are each managed proactively. The Company has generally
been successful in controlling cost increases due to precious metal
fluctuations and due to general inflation. For example, in 1993 the Company
completed a restructuring program designed, in part, to reduce worldwide
product costs by streamlining the manufacturing process and converting to a
just-in-time mode of operation, and to eliminate excess manufacturing capacity.
In addition, a new integrated business system has been implemented to help
monitor and control costs more effectively.
Because of volatility in both the gold bullion and foreign currency
markets, the Company has followed the practice of making advance commitments
for approximately one year's projected requirements for its gold needs and
for a portion of its foreign currency needs. In addition, the Company
normally enters into foreign currency forward exchange contracts to hedge
that portion of its net financial position that is exposed to foreign
currency fluctuations.
The Company has adopted accounting practices which tend to reflect
current costs in its income statement. Approximately 54%, 55% and 53% of
total inventories at the end of 1994, 1993 and 1992, respectively, were
accounted for using the last-in, first-out (LIFO) valuation method. Normally
under this method, the cost of goods sold reported in the financial
statements approximates current costs and, thus, helps reduce distortions in
reported income due to the effect of changing prices.
Depreciation expense is based on historical costs and, therefore, is
lower than if based on the current cost of productive capacity. However, the
Company uses accelerated depreciation methods for most assets, thereby
reducing operating income by a greater amount than would be the case if the
more generally used straight-line method was employed. Assets acquired in
prior years will, of course, be replaced at higher costs, but this will take
place over many years. These new assets will result in higher depreciation
charges, but in many cases, due to technological improvements, there quite
likely will be operating cost savings as well.
<PAGE>

BOARD OF DIRECTORS

Bradford R. Boss
Chairman of the Board,
Class B Director. 1,4

Russell A. Boss
President, Chief Executive Officer
Class B Director. 1,4

Bernard V. Buonanno, Jr.
Partner, Edwards & Angell, Providence, RI,
Attorneys at Law
Class B Director. 3

John E. Buckley
Executive Vice President Chief Operating Officer
Class B Director. 1,4

H. Frederick Krimendahl, II
Limited Partner,
The Goldman Sachs Group, L.P.,
New York, NY, Investment Bankers
Class B Director. 3

Thomas C. McDermott
President and Chief Executive Officer
Goulds Pumps, Inc.
Fairport, NY
Class A Director. 2

Terrence Murray
Chairman, President and
Chief Executive Officer
Fleet Financial Group, Inc., Providence, RI
Class A Director. 3

James C. Tappan
President, Tappan Capital Partners,
Hobe Sound, Florida
Class A Director. 2

Edward M. Watson
Partner (Retired December 1987),
Hinckley, Allen & Snyder, Providence, RI, Attorneys at Law
Class B Director. 2

Board Committees: 1. Executive; 2. Audit; 3. Compensation; 4. Employee
Benefits.

CORPORATE OFFICERS

Bradford R. Boss
Chairman of the Board

Russell A. Boss
President,
Chief Executive Officer

John E. Buckley
Executive Vice President,
Chief Operating Officer

Tina C. Benik
Vice President Legal,
General Counsel and Corporate Secretary

Joseph F. Eastman
Vice President Human Resources

Michael El-Hillow
Vice President Finance,
Treasurer, Chief Financial Officer

Richard M. Feldt
Vice President Operations

Steven T. Henick
Vice President
Worldwide Marketing and Sales

J. John Lawler
Vice President
Worldwide Tax and Duty Free

Donald W. Reilly
Corporate Controller

David A. Rogers
Vice President US Sales

John T. Ruggieri
Vice President
Corporate Development and Planning

Edwin G. Torrance
Assistant Secretary

CORPORATE INFORMATION

CORPORATE HEADQUARTERS
A.T. Cross Company
One Albion Road
Lincoln, Rhode Island 02865 U.S.A.
Tel. (401) 333-1200
Fax (401) 334-2861

SUBSIDIARIES AND BRANCHES
ATX Marketing Company,
Lincoln, Rhode Island

ATX International, Inc.,
Wilmington, Delaware

A.T. Cross Export Company Limited,
St. Thomas, Virgin Islands

A.T. Cross Limited,
Ballinasloe, Republic of Ireland

A.T. Cross Distribution,
Ballinasloe, Republic of Ireland

ATX Ireland, Limited,
Ballinasloe, Republic of Ireland

A.T. Cross Company,
French Branch
Paris, France

A.T. Cross Company,
Hong Kong Branch
Hong Kong

A.T. Cross (U.K.) Limited,
Luton, Bedfordshire, England

A.T. Cross (Europe), Limited,
Luton, Bedfordshire, England

A.T. Cross Company,
Spanish Branch
Madrid, Spain

A.T. Cross Deutschland GmbH,
Mainz, Federal Republic of Germany

Cross Company of Japan, Limited,
Tokyo, Japan

Manetti-Farrow, Incorporated,
New York, New York

ANNUAL MEETING
The Annual Meeting of Shareholders of A.T. Cross Company will be held on
Thursday, April 27, 1995 at 10:00 a.m.
at the offices of the Company,
One Albion Road,
Lincoln, Rhode Island 02865.

LEGAL COUNSEL
Hinckley, Allen & Snyder,
Providence, Rhode Island 02903

AUDITORS
Ernst & Young, LLP,
Providence, Rhode Island 02903

STOCK SYMBOL
American Stock Exchange Symbol: ATX.A

REGISTRAR
Citizens Trust Company,
Providence, Rhode Island 02903

TRANSFER AGENT
Fleet National Bank of Rhode Island,
Providence, Rhode Island 02903
In New York: Transfer Agent and Registrar:
Mellon Financial Securities, New York, New York 10004

10-K REPORT
A copy of the Company's report to the Securities and Exchange Commission
on Form 10-K will be furnished free of charge to any security holder upon
written request to the Vice President, Finance, at One Albion Road, Lincoln,
Rhode Island 02865.

EXHIBIT 23

Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form-
10K) of A. T. Cross Company of our report dated January 30, 1995, included
in the 1994 Annual Report to Shareholders of A. T. Cross Company.

Our audits also included the financial statement schedule of A. T. Cross
Company listed in Item 14. This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material aspects the information set
forth therein.

We also consent to the incorporation by reference in Post-Effective
Amendment Number 6 to Registration Statement Number 2-54429 on Form S-8,
Post Effective Amendment Number 9 to Registration Statement Number 2-42388
on Form S-8, Registration Statement Number 33-23709 on Form S-8,
Registration Statement Number 33-23710 on Form S-8 and Registration
Statement Number 33-54176 on Form S-8 of our report dated January 30, 1995,
with respect to the consolidated financial statements incorporated herein
by reference, and our report included in the preceding paragraph with
respect to the financial statement schedule included in this Annual Report
(Form 10-K) of A. T. Cross Company.

ERNST & YOUNG LLP

Providence, Rhode Island
March 24, 1995

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