
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                DECEMBER 22, 2003



                              ARIS INDUSTRIES, INC.

               (Exact name of registrant as specified in charter)


    NEW YORK                         1-4814                      22-1715274
----------------                -----------------            -------------------
(State or other                    (Commission                  (IRS Employer
 jurisdiction of                   File Number)              Identification No.)
 incorporation)

525 SEVENTH AVENUE, NEW YORK, NY                                   10018
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (zip code)

(212) 354-4600
--------------
(Registrant's telephone number, including area code)




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ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.

            On December 22, 2003, pursuant to an Asset Purchase Agreement dated
December 22, 2003, BP Clothing Company, Inc. ("BP"), an indirect wholly owned
subsidiary of Aris Industries, Inc. (the "Company"), and Adamson Apparel, Inc.
("Adamson"), an affiliate of Arnold H. Simon, Chief Executive Officer of the
Company, sold to a newly created limited liability company, BP Clothing LLC
("Buyer"), an unaffiliated Company, substantially all of the operating assets,
including licensed trademark rights and other intangibles, inventory, machinery
and equipment, rights under customer sales orders and open vendor purchase
orders of BP and Adamson relating to the manufacture, distribution and sale of a
line of clothing and related accessories pursuant to a License Agreement by and
between Phat Fashions LLC and BP dated as of July 1, 1999 (the "License
Agreement"). In connection with the transaction, Phat Fashions LLC terminated
the License Agreement with BP and entered into a new license agreement with
Buyer (the "New License"). Adamson had been operating the business pursuant to a
sublicense with BP.

            The terms of the transaction, including the purchase price, were the
results of negotiations between representatives of BP and Adamson, and Buyer,
including Steven Feiner, a member of Buyer, who was, until closing, an Officer
and Director of the Company. The terms of the transaction were approved by the
Board of Directors of the Company including all of the independent directors of
the Company.

            A portion of the purchase price payable to BP, was paid in cash at
closing. In addition, Buyer issued a promissory note payable to BP in the
principal amount of $2,000,000, and has agreed to pay 1% of the net sales of all
products under the New License commencing on July 1, 2004 and ending June 30,
2005, up to a maximum of $2,500,000. Adamson was paid the net book value of its
inventory less an adjustment for certain payables assumed by Buyer.


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

            C.    Exhibits

                  1.    Asset Purchase agreement between BP, Adamson and Buyer
dated December 22, 2003, without schedules and exhibits, which the Company
agrees to file upon request of the Commission.

<PAGE>


                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                 ARIS INDUSTRIES, INC.
                                                 (Registrant)




                                             BY: /s/ Paul Spector
                                                 -------------------------------
                                                 Name:  Paul Spector
                                                 Title: Chief Financial Officer

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.       Exhibit Name

2.1               Asset Purchase Agreement, between BP, Adamson and Buyer, dated
                  as of December 22, 2003, without schedules or exhibits, which
                  the Company agrees to file on request of the Commission.

