

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25


                                                     Commission File Nos. 1-4814



                          NOTIFICATION OF LATE FILING

(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ]
Form N-SAR [ ] Form N-CSR
For the Period Ended: March 31, 2004
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[ ] Transition Report on Form 10-K      [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 10-F      [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:__________________________.

      Nothing in this form shall be construed to imply that the  Commission  has
verified any information contained herein.

      If the  notification  relates to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:


                         PART I. REGISTRANT INFORMATION

Full Name of Registrant:      Aris Industries, Inc.
                              -------------------------------

Former name if applicable:    N/A
                              -----------------------------------------------

Address of principal executive office (STREET AND NUMBER): 525 Seventh Avenue
                                                           ---------------------

City, State and Zip Code: New York, NY 10018
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                        PART II. RULE 12b-25(b) and (c)

      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

[X]   (a)   The reasons  described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

[X]   (b)   The subject annual report, semi-annual report, transaction report on
            Form 10-K,  Form  20-F,  Form 11-K,  Form  N-SAR or Form  N-CSR,  or
            portion  thereof  will be filed on or before the 15th  calendar  day
            following the prescribed due date; or the subject  quarterly  report
            or transition  report on Form 10-Q, or portion thereof will be filed
            on or before the fifth  calendar day  following the  prescribed  due
            date; and

[ ]   (c)   The  accountant's  statement  or  other  exhibit  required  by  Rule
            12b-25(c) has been attached if applicable.


                              PART III. NARRATIVE

      State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K,
10-Q,  N-SAR,  N-CSR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

      As a result of the reduction in the number of  employees,  the Company has
been unable to complete its financial statements in a timely manner.

                           PART IV. OTHER INFORMATION

      (1) Name and  telephone  number  of person  to  contact  in regard to this
notification

Paul Spector                   (212)           354-4600
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(Name)                      (Area code)   (Telephone Number)


      (2) Have all  other periodic  reports required under Section  13 or  15(d)
of the Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
                                                                  [X] Yes [ ] No

      (3) Is it anticipated that any significant change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                                  [X] Yes [ ] No

      The Company expects to report a net loss of  approximately  $1,940,000 for
the first quarter of 2004,  compared with a net loss of $1,279,000 for the first
quarter of 2003.


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                                   SIGNATURE

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

Date: May 17, 2004


                              ARIS INDUSTRIES, INC. (Registrant)


                              By: /s/ Paul Spector
                                  ----------------------------------------
                                  Paul Spector, Chief Financial Officer









