As filed with the Securities and Exchange Commission on January 23, 1995

Registration Statement No. 33-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------

FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------

TOWN & COUNTRY CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Massachusetts 04-2384321
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

------------

C. WILLIAM CAREY
President
Town & Country Corporation
25 Union Street 25 Union Street
Chelsea, Massachusetts 02150 Chelsea, Massachusetts 02150
(617) 884-8500 (617) 884-8500
(Address, including zip code, (Name, address, including zip code, and
and telephone number, and telephone, including area code of
including area code, of registrant's agent for service)
principal executive offices)
Copies to:

RICHARD E. FLOOR, P.C.
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
(617) 570-1000

------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. X

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box.

CALCULATION OF REGISTRATION FEE

Proposed
maximum Proposed
Title of each Amount aggregate maximum
class of securities to be offering price aggregate Amount of
to be registered registered per share offering price registration fee

Convertible Preferred Stock,
par value $1.00 per share 4,000,000 $1.69(1) $6,760,000 $2,331.00(2)
Class A Common Stock, par
value $.01 per share 8,000,000 (3) (3) (3)

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Pursuant to Rule 457(a), (c) and (i) under the Securities Act of 1933, the
registration fee has been calculated based upon the average of the high and
low prices per share of Class A Common Stock on the American Stock Exchange
on January 18, 1995.
(3) Class A Common Stock issued upon conversion of the Convertible Preferred
Stock will be issued for no additional consideration and no additional
registration fee is required with respect to the registration thereof.

TOWN & COUNTRY CORPORATION

CROSS REFERENCE SHEET

Pursuant to Item 501(b) of Regulation S-K

Showing Location in Prospectus and Proxy Statement
of Information Required by Items of Form S-2

Form S-2 Item Number of Caption Location or Heading in Prospectus

A. INFORMATION ABOUT THE TRANSACTION

1. Forepart of Registration Statement
and Outside Front Cover Page of Prospectus Outside Front Cover Page

2. Inside Front and Outside Back
Cover Pages of Prospectus Available Information; Inside Front and Outside Back
Cover Pages of Prospectus; Table of Contents

3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed Charges Risk Factors; Pro Forma Condensed Consolidated
Financial Data; Selected Historical and Supplemental
Consolidated Financial Data

4. Use of Proceeds Selling Shareholders

5. Determination of Offering Price *

6. Dilution *

7. Selling Security Holders Selling Shareholders

8. Plan of Distribution Plan of Distribution

9. Description of Securities to be Registered Description of the Convertible Preferred Stock;
Description of Capital Stock

10. Interests of Named Experts and Counsel Legal Opinions; Experts

11. Information With Respect to the Registrant The Company

12. Incorporation of Certain Information by
Reference Incorporation of Certain Documents by Reference

13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities *

- ----------------

* Omitted since the Item is not applicable.

Subject to Completion Dated January 23, 1995

PROSPECTUS
Town & Country Corporation

4,000,000 Shares of Convertible Preferred Stock
and
8,000,000 Shares of Class A Common Stock

----------------------

This Prospectus relates to the sale by certain shareholders (the
"Selling Shareholders") of Town & Country Corporation (the "Company") of (i) up
to 4,000,000 shares of the Company's convertible redeemable preferred stock, par
value $1.00 per share (the "Convertible Preferred Stock") and (ii) up to
8,000,000 shares of the Company's Class A Common Stock, par value $0.01 per
share (the "Class A Common Stock"), issuable upon conversion of the Convertible
Preferred Stock. In a private placement completed on November 23, 1994 (the
"Issuance Date"), an aggregate of 2,381,038 shares of Convertible Preferred
Stock were issued to the Selling Shareholders to induce them to exercise their
right to exchange their shares of the Company's exchangeable preferred stock,
par value $1.00 per share (the "Exchangeable Preferred Stock"), for shares of
common stock, par value $0.01 per share, of Little Switzerland, Inc. (the
"Little Switzerland Common Stock") held in a trust for the benefit of the
holders of the Exchangeable Preferred Stock. Because additional shares of
Convertible Preferred Stock may be issued by the Company in lieu of the payment
of cash dividends on such stock, this Prospectus covers the resale both of
shares of Convertible Preferred Stock issued to the Selling Shareholders on the
Issuance Date and shares of Convertible Preferred Stock which may be issued in
the future in lieu of cash dividend payments, as well as the shares of Class A
Common Stock into which all such shares of Convertible Preferred Stock are
convertible (all such shares of Convertible Preferred Stock together with the
shares of Class A Common Stock issuable upon conversion thereof are hereinafter
referred to as the "Securities").

----------------------

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
"SEE RISK FACTORS."

----------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

----------------------

The date of this Prospectus is _________, 1995

The Recapitalization

As a result of financial difficulties which the Company experienced
during its fiscal years ended February 29, 1992 and February 28, 1993, the
Company proposed a recapitalization (the "Recapitalization") which was
consummated on May 14, 1993. The Recapitalization consisted of the following
components: (i) the execution of a new revolving credit agreement with Foothill
Capital Corporation ("Foothill") which provides the Company with senior secured
financing in an amount of up to $30,000,000 (the "New Credit Agreement"); (ii)
the execution of new gold consignment agreements (the "New Gold Agreements,"
together with the New Credit Agreement, the "Revised Debt Agreements") with its
gold suppliers (the "Gold Suppliers") which provided the Company with an
aggregate gold consignment availability of up to 100,000 troy ounces; (iii) the
sale (the "Secured Debt Offering") of $30 million principal amount of the
Company's 11 1/2% Senior Secured Notes due September 15, 1997 (the "New Senior
Secured Notes") for cash to holders of the Company's 13% Senior Subordinated
Notes due December 15, 1998 (the "Old 13% Notes") and the Company's 10 1/4%
Subordinated Notes due July 1, 1995 (the "Old 10 1/4% Notes"); (iv) the offer to
exchange (a) $478.96 principal amount of the Company's 13% Senior Subordinated
Notes due May 31, 1998 (the "New Senior Subordinated Notes"), $331.00 of
Exchangeable Preferred Stock, and 89.49 shares of the Company's Class A Common
Stock, for each $1,000 principal amount of outstanding Old 13% Notes and (b)
$408.11 principal amount of New Senior Subordinated Notes, $282.04 of
Exchangeable Preferred Stock and 76.25 shares of Class A Common Stock for each
$1,000 principal amount of outstanding Old 10 1/4% Notes (the "Exchange
Offers"); (v) the solicitation of consents to amend certain terms of the
indentures pursuant to which the Old 13% Notes and the Old 10 1/4% Notes were
issued; (vi) the amendment of certain provisions of the Industrial Revenue Bonds
(the "IRBs") related to the Company's manufacturing facility in New York, New
York and (vii) the approval by the Company's stockholders of (a) an amendment to
the Company's Articles of Organization to increase the number of authorized
shares of Class A Common Stock from 20,000,000 to 40,000,000, (b) pursuant to
the requirements of the American Stock Exchange on which the Class A Common
Stock is listed, the issuance of up to 11,399,905 shares of Class A Common Stock
as part of the Recapitalization and (c) the issuance by the Company of options
to purchase an aggregate of 1,500,000 shares of Class A Common Stock at an
exercise price of $2.75 per share to members of senior management in connection
with the consummation of the Recapitalization as required by the AMEX rules.
Holders of $89,590,000 or 92.8% of the aggregate principal amount of Old 13%
Notes and holders of $25,905,000 or 98.3% of the aggregate principal amount of
Old 10 1/4% Notes tendered their notes pursuant to the Exchange Offers. Thus, in
connection with the Exchange Offers, the Company issued $53,480,900 of New
Senior Subordinated Notes, $36,960,190.45 (2,533,255 shares) of Exchangeable
Preferred Stock and 9,992,648 shares of Class A Common Stock to holders of Old
Notes.

The Company recently entered into an amendment to the New Gold
Agreements to reduce the aggregate gold consignment availability under such
agreements to approximately 73,000 troy ounces as of February 1, 1995. See "The
Revised Debt Agreements--New Gold Agreements." Pursuant to the terms of the New
Senior Secured Notes, the Company has redeemed an aggregate of $14 million in
principal amount of New Senior Secured Notes. At January 1, 1995, approximately
$16 million in aggregate principal amount of New Senior Secured Notes were
outstanding. See "Description of Outstanding Debt Securities--New Senior Secured
Notes." Pursuant to the terms of the New Senior Subordinated Notes, the Company
has paid the first three semiannual installments of interest, and currently
intends to pay the fourth installment, on the New Senior Subordinated Notes
through the issuance of such additional New Senior Subordinated Notes. At
January 1, 1995, approximately $65 million in aggregate principal amount of New
Senior Subordinated Notes were outstanding. See "Description of Outstanding Debt
Securities--New Senior Subordinated Notes."

The Private Placement

On November 4, 1994, the Company made an offer to certain holders of
Exchangeable Preferred Stock to issue to such holders one share of Convertible
Preferred Stock for each share of Exchangeable Preferred Stock which they
exchanged for shares of Little Switzerland Common Stock. Holders of 2,381,038
shares of Exchangeable Preferred Stock, representing approximately 94% of the
outstanding shares of Exchangeable Preferred Stock, accepted this offer and
exchanged their shares of Exchangeable Preferred Stock for an aggregate of
2,381,038 shares of Little Switzerland Common Stock. In connection with such
exchange, the Company issued to such holders an aggregate of 2,381,038 shares of
Convertible Preferred Stock in a private placement pursuant to Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506
promulgated thereunder. As part of this private placement, the Company agreed to
file a registration statement under the Securities Act with respect to the
shares of Convertible Preferred Stock (and the shares of Class A Common Stock
into which such shares are convertible) issued to the Selling Shareholders.

(Cover continued on next page)

(ii)

The Convertible Preferred Stock

Pursuant to the certificate of vote of directors establishing the
Convertible Preferred Stock (the "Certificate of Designation"), the Board of
Directors of the Company is authorized initially to issue up to 2,533,255 shares
of Convertible Preferred Stock and thereafter may issue additional shares of
Convertible Preferred Stock solely as payment in lieu of cash dividends payable
thereon. Each share of Convertible Preferred Stock has a liquidation preference
of $6.50, plus accrued and unpaid dividends (the "Liquidation Value"), as
adjusted to reflect subdivisions, combinations, reclassifications, stock
dividends, stock splits or similar events relating to the Convertible Preferred
Stock. The Convertible Preferred Stock is senior to all Junior Stock (as
defined) including Class A Common Stock and the Company's Class B Common Stock,
par value $0.01 per share, is junior to the Exchangeable Preferred Stock and is
subordinate in right of payment to all indebtedness of the Company. As of
January 1, 1995, there were 152,217 shares of Exchangeable Preferred Stock
outstanding. As of January 1, 1995, the Convertible Preferred Stock was
subordinate to approximately $114 million of indebtedness of the Company
(excluding indebtedness to trade creditors). As of January 1, 1995, the amount
of such outstanding indebtedness to trade creditors was approximately $18
million. The Convertible Preferred Stock also is subordinate to additional
indebtedness of up to $30,000,000 under the New Credit Agreement and of up to
approximately 92,000 troy ounces under the New Gold Agreements. As of January 1,
1995, the amount of indebtedness outstanding under the New Credit Agreement and
New Gold Agreements was approximately $24 million and approximately 67,000 troy
ounces, respectively. See "Description of the Convertible Preferred
Stock--Ranking."

Holders of the shares of Convertible Preferred Stock are entitled to
receive, when and as declared by the Board of Directors of the Company,
cumulative cash dividends at the rate of 6% per annum of the Liquidation Value
thereof. Dividends on the Convertible Preferred Stock are payable semiannually
on each March 1st and September 1st after the issuance date. The amount of
accrued and unpaid dividends is added to the Liquidation Value. Because the
Company is prohibited from paying cash dividends on the Convertible Preferred
Stock by the terms of the Revised Debt Agreements, the New Senior Secured Notes,
the New Senior Subordinated Notes and the Exchangeable Preferred Stock, the
Company shall issue additional shares of Convertible Preferred Stock in lieu of
cash dividends. See "Risk Factors--Dividend Restrictions" and "Description of
the Convertible Preferred Stock--Dividends."

Except as set forth below, the Company may not redeem the Convertible
Preferred Stock until November 23, 1995, the first anniversary of the Issuance
Date (the "First Anniversary Date"). Thereafter, the Company may redeem the
Convertible Preferred Stock, in whole at any time or in part from time to time,
at a price equal to 104% of Liquidation Value, if redeemed during the twelve
month period beginning on the First Anniversary Date, and thereafter at prices
declining annually to 100% of Liquidation Value on or after November 23, 1997.
The Company shall pay the redemption price by delivering cash, but may elect to
pay accrued but unpaid dividends on shares of Convertible Preferred Stock to be
redeemed by delivering additional shares of Convertible Preferred Stock in lieu
of cash dividends, which shares automatically shall be converted into shares of
Class A Common Stock. The Revised Debt Agreements, the New Senior Secured Notes,
the New Senior Subordinated Notes and the Exchangeable Preferred Stock place
restrictions on the Company's ability to redeem shares of Convertible Preferred
Stock. See "Description of the Convertible Preferred Stock--Redemption."

At any time, a holder of a share of Convertible Preferred Stock may
convert such share into two shares of Class A Common Stock (the "Conversion
Rate"). In the event that the Sale Price (as defined) of Class A Common Stock
shall equal or exceed $3.25 per share for 30 consecutive trading days, the
Company may require that all outstanding shares of Convertible Preferred Stock
be converted into shares of Class A Common Stock at the then-applicable
Conversion Rate. See "Description of the Convertible Preferred
Stock--Conversion."

A holder of a share of Convertible Preferred Stock is entitled to vote
on all matters on which the holders of Class A Common Stock are entitled to
vote. Each share of Convertible Preferred Stock shall have the number of votes
equal to the number of shares of Class A Common Stock into which such share is
then convertible. See "Description of the Convertible Preferred Stock--Voting
Rights."

Holding Company Structure

(Cover continued on next page)

(iii)

consequent ability to service debt of the Company, including the New Senior
Secured Notes, the New Senior Subordinated Notes, the Exchangeable Preferred
Stock and the Convertible Preferred Stock, will be dependent upon the earnings
of the Company or the payment of dividends to the Company by its subsidiaries.
The payment of dividends and the making of loans and advances to the Company by
its subsidiaries may be subject to statutory or contractual restrictions, are
contingent upon the earnings of those subsidiaries and are subject to various
business considerations.

The Convertible Preferred Stock is subordinate in all respects (including
upon any voluntary or involuntary bankruptcy, liquidation, dissolution, or
winding up of the Company) to all existing and future indebtedness of the
Company. See "Description of the Convertible Preferred Stock--Ranking."

(End of cover page)

(iv)

AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-2 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities offered hereby. As permitted by the rules
and regulations of the Commission, this Prospectus which constitutes part of the
Registration Statement, omits certain information, exhibits and undertakings
contained (or to be contained) in the Registration Statement. Such additional
information, exhibits and undertakings can be inspected at and obtained from the
Commission in the manner set forth below. For further information with respect
to the securities offered hereby and the Company, reference is made to the
Registration Statement, and the financial schedules and exhibits filed as a part
thereof. Statements contained in this Prospectus as to the terms of any contract
or other document are not necessarily complete, and, in each case, reference is
made to the copy of each such contract or other document that has been filed as
an exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.

The Company is subject to the informational and reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports, proxy and information statements
and other information with the Commission. Such reports, proxy and information
statements and other information filed with the Commission, as well as the
Registration Statement, and the exhibits thereto, can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional offices located at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, New York, New
York 10048. Copies of such material also can be obtained from the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The shares of the Company's Class A
Common Stock are listed and traded on the American Stock Exchange. Thus, such
reports, proxy and information statements and other information concerning the
Company also can be inspected at the American Stock Exchange offices at 86
Trinity Place, New York, NY 10006-1881. Such reports, proxy and information
statements, and other information may also be obtained from the Company, 25
Union Street, Chelsea, Massachusetts 02150, telephone number (617) 884-8500;
Attention: Manager of Corporate Communications.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended
February 27, 1994, the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 27, 1994, and all other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act since February 27, 1994,
are hereby incorporated by reference into this Prospectus.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
incorporated into this Prospectus by reference (other than exhibits to such
documents). Requests for such copies should be directed to the Company, 25 Union
Street, Chelsea, Massachusetts 02150, Attention: Manager of Corporate
Communications, telephone number (617) 884-8500.

TABLE OF CONTENTS

Page

THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Financial Considerations . . . . . . . . . . . . . . . . . . . . . . 7
Certain Bankruptcy Law Considerations. . . . . . . . . . . . . . . . 8
Lack of Established Market . . . . . . . . . . . . . . . . . . . . . 8
Dividend Restrictions. . . . . . . . . . . . . . . . . . . . . . . . 8
Ranking of Convertible Preferred Stock . . . . . . . . . . . . . . . 9
Holding Company Structure. . . . . . . . . . . . . . . . . . . . . . 9

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA. . . . . . . . . . . . . 11

DESCRIPTION OF CONVERTIBLE PREFERRED STOCK . . . . . . . . . . . . . . . 23

General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Ranking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Certain Bankruptcy Limitations . . . . . . . . . . . . . . . . . . . 23
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Liquidation Rights . . . . . . . . . . . . . . . . . . . . . . . . . 24
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Consolidation, Merger, and Sale of Assets. . . . . . . . . . . . . . 26
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Other Miscellaneous Matters. . . . . . . . . . . . . . . . . . . . . 27

THE REVISED DEBT AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . 28

New Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . . 28
New Gold Agreements. . . . . . . . . . . . . . . . . . . . . . . . . 28

DESCRIPTION OF OUTSTANDING DEBT SECURITIES . . . . . . . . . . . . . . . 29

New Senior Secured Notes . . . . . . . . . . . . . . . . . . . . . . 29
New Senior Subordinated Notes. . . . . . . . . . . . . . . . . . . . 29
Exchangeable Preferred Stock . . . . . . . . . . . . . . . . . . . . 30

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 33

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 36

DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . 37

Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Registration Rights. . . . . . . . . . . . . . . . . . . . . . . . . 38
Massachusetts Anti-Takeover Laws and Certain Provisions of the
Articles and By-Laws . . . . . . . . . . . . . . . . . . . . . . . . 38
Indemnification; Limitation of Liability . . . . . . . . . . . . . . 39

MATERIAL FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . 40

General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Tax Consequences of Holding Stock. . . . . . . . . . . . . . . . . . 40

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

--------------

No person is authorized to give any information or to make any
representation in connection with the Recapitalization other than those
contained in this Prospectus and, if given or made, such information or
representation must not be relied upon. This Prospectus does not constitute an
offer to sell or an offer to exchange or a solicitation of an offer to sell or
exchange any securities, other than the securities covered by this Prospectus,
by the Company or any other person or any offer to sell, or an offer to exchange
or solicitation of an offer to sell or exchange such securities, or the
solicitation of any consent, in any jurisdiction to or from any person to whom
it is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale or exchange made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company or in the information set forth herein since the date
hereof.

THE COMPANY

Town & Country Corporation, a Massachusetts corporation (collectively
with its consolidated subsidiaries unless the context otherwise requires, the
"Company"), designs, manufactures, and markets an extensive collection of fine
jewelry and recognition products in the United States and internationally. The
Company consists of six operating entities: the parent company, Town & Country
Corporation, headquartered in Chelsea, Massachusetts; its majority-owned
subsidiary Essex International Company Limited, a Thailand company, and its
affiliates ("Essex"); and the Company's wholly-owned subsidiaries, Anju Jewelry
Limited, a Hong Kong company and its subsidiaries ("Anju"); Gold Lance, Inc.
("Gold Lance"), located in Houston, Texas; L.G. Balfour Company, Inc.
("Balfour"), headquartered in North Attleboro, Massachusetts; and Town & Country
Fine Jewelry Group, Inc. ("T&C Fine Jewelry"), located in Chelsea,
Massachusetts. The Company was incorporated under the laws of the Commonwealth
of Massachusetts in 1965 and has been a public company since 1985. Its principal
executive offices are located at 25 Union Street, Chelsea, Massachusetts 02150,
and its telephone number at that location is (617) 884-8500.

Additional information with respect to the Company, including audited
financial statements for the fiscal year ended February 27, 1994, may be found
in the Company's Annual Report on Form 10-K for the fiscal year ended February
27, 1994, and the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended November 27, 1994, copies of which are being delivered herewith.

Commencing in the fiscal year ended February 28, 1991 ("fiscal 1991"),
the operations and financial results of the Company were materially and
adversely affected by factors influencing the jewelry industry in general and
the Company in particular. The decline in the Company's net sales from fiscal
1991 through the fiscal year ended February 28, 1993 ("fiscal 1993"), was due
primarily to the economic recession, which had a negative impact on the retail
sector of the jewelry industry that the Company supplies. During that period,
several of the Company's important customers experienced financial difficulties,
including the Company's largest customer, Zale Corporation (together with its
subsidiaries and affiliates, the "Zale Companies"), which filed for bankruptcy
in January 1992. As a result of the foregoing factors, the Company experienced
declining net sales and operating results during fiscal 1991, fiscal 1992, and
fiscal 1993. In this regard, the Company experienced a net loss of approximately
$19 million for the fiscal year ended February 29, 1992 ("fiscal 1992"), and a
net loss of approximately $47 million for fiscal 1993.

The Company's financial performance for fiscal 1992 and fiscal 1993 and
the requirement to reclassify and revalue its exposure to the Zale Companies as
a result of the Zale Companies' bankruptcy caused the Company to be in default
under its then existing revolving credit agreement (the "Old Credit Agreement")
and its then existing gold consignment agreements (the "Old Gold Agreements").
In addition, as a result of its financial difficulties, the Company did not make
the interest payments due on December 15, 1992 on its 13% Senior Subordinated
Notes due December 15, 1998 (the "Old 13% Notes") and on January 1, 1993 on its
10 1/4% Subordinated Notes due July 1, 1995 (the "Old 10 1/4% Notes," together
with the Old 13% Notes, the "Old Notes"), and was thus in default under the
indentures for the Old Notes.

As a result of the financial difficulties which the Company experienced
during fiscal 1992 and fiscal 1993, the Company proposed a recapitalization (the
"Recapitalization") which was consummated on May 14, 1993. The Recapitalization
consisted of the following components: (i) the execution of a new revolving
credit agreement with Foothill Capital Corporation ("Foothill") which provides
the Company with senior secured financing in an amount of up to $30,000,000 (the
"New Credit Agreement"); (ii) the execution of new gold consignment agreements
(the "New Gold Agreements," together with the New Credit Agreement, the "Revised
Debt Agreements") with its gold consignors (the "Gold Suppliers") which provided
the Company with an aggregate gold consignment availability of up to 100,000
troy ounces; (iii) the sale of $30 million principal amount of the Company's 11
1/2% Senior Secured Notes due September 15, 1997 (the "New Senior Secured
Notes") for cash to holders of Old Notes (the "Secured Debt Offering"); (iv) the
offer to exchange (a) $478.96 principal amount of the Company's 13% Senior
Subordinated Notes due May 31, 1998 (the "New Senior Subordinated Notes"),
$331.00 of the Company's Exchangeable Preferred Stock, par value $1.00 per share
(the "Exchangeable Preferred Stock"), and 89.49 shares of the Company's Class A
Common Stock, par value $0.01 per share (the "Class A Common Stock"), for each
$1,000 principal amount of outstanding Old 13% Notes and (b) $408.11 principal
amount of New Senior Subordinated Notes, $282.04 of Exchangeable Preferred Stock
and 76.25 shares of Class A Common Stock for each $1,000 principal amount of
outstanding

Old 10 1/4% Notes (the "Exchange Offers"); (v) the solicitation of consents to
amend certain terms of the indentures pursuant to which the Old 13% Notes and
the Old 10 1/4% Notes were issued; (vi) the amendment (the "IRB Amendments") of
certain provisions of the Industrial Revenue Bonds (the "IRBs") related to the
Company's manufacturing facility in New York, New York; and (vii) the approval
by the Company's stockholders of (a) an amendment to the Company's Articles of
Organization to increase the number of authorized shares of Class A Common Stock
from 20,000,000 to 40,000,000, (b) pursuant to the requirements of the American
Stock Exchange (the "AMEX") on which the Class A Common Stock is listed, the
issuance of up to 11,399,905 shares of Class A Common Stock as part of the
Recapitalization, and (c) the issuance by the Company of options to purchase an
aggregate of 1,500,000 shares of Class A Common Stock at an exercise price of
$2.75 per share to members of senior management in connection with the
consummation of the Recapitalization as required by the AMEX rules. Holders of
$89,590,000 or 92.8% of the aggregate principal amount of Old 13% Notes and
holders of $25,905,000 or 98.3% of the aggregate principal amount of Old 10 1/4%
Notes tendered their notes pursuant to the Exchange Offers. Thus, in connection
with the Exchange Offers, the Company issued $53,480,900 of New Senior
Subordinated Notes, $36,960,190.45 (2,533,255 shares) of Exchangeable Preferred
Stock, and 9,992,648 shares of Class A Common Stock to holders of Old Notes.

To address seasonality needs, during the fiscal year ending February 26,
1995 the Company entered into an amendment to the New Credit Agreement to
increase the maximum amount available under the New Credit Agreement from
$30,000,000 to $35,000,000 during the months of August through December 1994.
The Company also entered into an amendment to the New Credit Agreement and the
New Gold Agreements to modify the consolidated tangible net worth covenant
contained in those agreements. This covenant previously provided that the
Company was required to maintain consolidated tangible net worth of $38,000,000
through February 27, 1994 and $43,000,000 thereafter. As amended, the covenant
provides that the Company will maintain consolidated tangible net worth of
$40,000,000 from July 1, 1994 through November 26, 1994, and $43,000,000
thereafter. Finally, the Company recently entered into an amendment to the New
Gold Agreements to reduce the aggregate gold consignment availability under such
agreements to approximately 73,000 troy ounces as of February 1, 1995.

Pursuant to the terms of the New Senior Secured Notes, the Company has
redeemed an aggregate of $14 million principal amount of New Senior Secured
Notes since their issuance on May 14, 1993. At January 1, 1995, approximately
$16 million in aggregate principal amount of New Senior Secured Notes were
outstanding. See "Description of Outstanding Debt Securities--New Senior Secured
Notes." Pursuant to the terms of the New Senior Subordinated Notes, the Company
has paid the first three semiannual installments of interest, and currently
intends to pay the fourth installment, on the New Senior Subordinated Notes
through the issuance of additional New Senior Subordinated Notes. At January 1,
1995, approximately $65 million in aggregate principal amount of New Senior
Subordinated Notes were outstanding. See "Description of Outstanding Debt
Securities--New Senior Subordinated Notes."

On November 4, 1994, the Company made an offer to certain holders of the
Exchangeable Preferred Stock to issue to such holders one share of the Company's
convertible preferred stock, par value $1.00 per share (the "Convertible
Preferred Stock"), for each share of Exchangeable Preferred Stock which they
exchanged for shares of common stock of Little Switzerland, Inc. (the "Little
Switzerland Common Stock"). Holders of 2,381,038 shares of Exchangeable
Preferred Stock, representing approximately 94% of the outstanding shares of
Exchangeable Preferred Stock, accepted this offer and exchanged their shares of
Exchangeable Preferred Stock for an aggregate of 2,381,038 shares of Little
Switzerland Common Stock. In connection with such exchange, the Company issued
to such holders (the "Selling Shareholders") an aggregate of 2,381,038 shares of
Convertible Preferred Stock in a private placement (the "Private Placement")
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 promulgated thereunder. As part of this private
placement, the Company agreed to file a registration statement under the
Securities Act with respect to the shares of Convertible Preferred Stock and the
shares of Class A Common Stock into which such shares are convertible
(collectively, the "Securities") issued to the Selling Shareholders.

RISK FACTORS

The purchase of Convertible Preferred Stock and Class A Common Stock is
subject to a number of material risks, including those enumerated below. Before
purchasing any shares of Convertible Preferred Stock or Class A Common Stock, a
person should carefully consider the following risk factors, together with all
of the other information set forth in this Prospectus.

Financial Considerations

Changing Industry.

In recent years, the jewelry industry has undergone numerous changes.
The number of traditional retail jewelry outlets, such as mall-based stores, is
being reduced as alternative distribution channels (e.g., television shopping
networks, warehouse clubs, and discount department stores) have gained market
share. In addition, the jewelry industry is sensitive to general economic
conditions and has been materially and adversely affected by the recent economic
recession. This recession led to a decrease in consumer spending for jewelry
and reduced purchases by large jewelry retailers and other customers of the
Company. Several of the Company's important customers have experienced severe
financial difficulties due to the economic recession and sought to reduce
inventory purchases in an effort to conserve cash. In addition, a significant
portion of the Company's business is with companies with high debt to equity
ratios. These factors adversely affected the Company's business and results
of operations during recent years and may continue to do so in the future.

Operating Results.

For the nine months ended November 27, 1994, the Company's net sales
were $222 million, as compared to $210 million for the corresponding period in
fiscal 1994 and $209 million for the corresponding period in fiscal 1993. The
Company's loss from operations during the first nine months of fiscal 1995 was
$88,000 and the Company's income from operations during the corresponding
periods in fiscal 1994 and fiscal 1993 was $14 million and $13 million,
respectively. Although net sales for the first three quarters of fiscal 1995
have increased over the corresponding periods in fiscal 1994 and fiscal 1993,
the increases have been in lower margin fine jewelry sales to discount
department stores and the Company's operations have been adversely affected by
decreasing sales and higher operating costs in its direct response distribution
business of licensed sports and other specialty products.

The Company's net sales were $277 million in fiscal 1994, $270 million
in fiscal 1993, and $272 million in fiscal 1992. The Company's income from
operations was $17 million in fiscal 1994, $280,000 in fiscal 1993, and a loss
from operations of $49 million in fiscal 1992. This operating loss for fiscal
1992 included restructuring expenses and a Zale bankruptcy charge totaling $44
million, consisting of a charge-off of $13 million associated with the Company's
receivable and consigned merchandise exposure to the Zale Companies and charges
of $31 million associated with the restructuring of the Company's operations.
For fiscal 1993, the Company had a net loss of $47 million as a result of a $5
million charge related to the New York facility, a $14.5 million charge related
to the disposal of certain assets, and a $14.4 million charge related to the
recapitalization. Net income in fiscal 1992 included a net gain on nonrecurring
items of $51 million.

Zale Bankruptcy.

The Company's largest customer for a number of years has been the Zale
Corporation and its affiliated companies, including Gordon Jewelry Corporation.
Sales to the Zale Companies were approximately $33 million or 12% of
consolidated sales in fiscal 1994 compared to $38 million or 14% of consolidated
sales in fiscal 1993 and $44 million or 16% of consolidated sales in fiscal
1992. On July 30, 1993, this group of companies completed a reorganization under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court and emerged from bankruptcy as Zale Delaware, Inc. ("Zale").

The Company reached agreement on most issues with the new Zale
concerning the Company's claim of approximately $40 million, filed with the
Bankruptcy Court, representing the net outstanding balance of trade accounts
receivable and the wholesale value of the consignment inventory as of the date
of Zale's bankruptcy petition.

The Company's Consolidated Financial Statements at February 28, 1992,
originally reflected a net valuation for the claim of approximately $13 million,
which was classified as Other Assets in the Consolidated Balance Sheets, due to
the uncertainty of the timing of a final settlement. The Company has
subsequently received proceeds from Zale and from liquidation of claim assets of
approximately $11.7 million. The Consolidated Financial Statements at November
27, 1994, reflect a net valuation of approximately $1.3 million, representing
management's estimate of the value of the remaining claim related assets.

The Company continues to conduct business with Zale.

Certain Bankruptcy Law Considerations

If the Company were to seek protection or become the subject of a filing
of an involuntary petition for relief under the Bankruptcy Code, the ability of
the holders of Convertible Preferred Stock and Class A Common Stock to recover
their investment could be significantly impaired. Given the risks inherent in
the bankruptcy process, including the potential deterioration of the business of
a company during a bankruptcy case and the additional administrative expenses
associated with a bankruptcy case, it is not possible to determine what
percentage, if any, of their investment holders of the various securities would
be likely to recover in a bankruptcy case. Ultimate recovery would depend, among
other things, on whether the Company is reorganized or liquidated, the impact of
a bankruptcy case upon the business of the Company, the treatment of the debt
and preferred stock in a plan of reorganization, and the length of time
necessary to complete the reorganization process or the liquidation.

The Convertible Preferred Stock and the Class A Common Stock, as with
all other classes and series of capital stock of the Company, are subordinate
with respect to the distribution of assets of the Company upon any voluntary or
involuntary bankruptcy, liquidation, dissolution or winding up of the Company,
to all existing and future indebtedness of the Company, and its subsidiaries,
including indebtedness under the Revised Debt Agreements, the IRBs, the New
Senior Secured Notes, the New Senior Subordinated Notes, and the Old Notes, and
are subordinate to the Exchangeable Preferred Stock.

Lack of Established Market

The Convertible Preferred Stock is not listed on any securities
exchange, and there can be no assurance that a market will develop for the
Convertible Preferred Stock or, if a market develops, that such market will be
liquid. To the knowledge of the Company, no person intends to make a market in
the Convertible Preferred Stock. In addition, no person is obligated to do so,
and any person who does so may discontinue such activity at any time without
notice. Accordingly, no assurance can be given that a holder of the Convertible
Preferred Stock will be able to sell such stock in the future or as to the price
at which such sale may occur. Moreover, to the extent that it trades at all, the
Convertible Preferred Stock may trade at a substantial discount from its
liquidation value. The extent to which the Convertible Preferred Stock trades at
a discount from its liquidation value will depend on, among other things, the
financial performance of the Company. In addition, because the Convertible
Preferred Stock is convertible under certain circumstances for shares of Class A
Common Stock, the prices at which the Convertible Preferred Stock may trade in
the market, if it trades at all, is likely to be affected by the market price
from time to time of Class A Common Stock.

Dividend Restrictions

The payment of cash dividends on the Convertible Preferred Stock is
prohibited by the Revised Debt Agreements, the New Senior Secured Notes, the New
Senior Subordinated Notes, the IRB Amendments, and the Exchangeable Preferred
Stock. In lieu of the payment of cash dividends on the Convertible Preferred
Stock, the Company is authorized to issue additional shares of Convertible
Preferred Stock having an aggregate liquidation value equal to the amount of
such cash dividends. See "Description of the Convertible Preferred
Stock--Dividends." The payment of dividends on the Company's Class A Common
Stock and Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock"), is
prohibited by the Revised Debt Agreements, the New Senior Secured Notes, the New
Senior Subordinated Notes, the IRB Amendments, the Exchangeable Preferred Stock,
and the Convertible Preferred Stock. No dividends have ever been declared on
shares of Common Stock, and as a result of the foregoing restrictions and the
Company's financial condition, the Company does not anticipate paying cash
dividends on shares of Common Stock in the foreseeable future.

Ranking of Convertible Preferred Stock

The Convertible Preferred Stock is subordinate to the prior payment when
due of the principal and premium, if any, and interest on all future and
existing indebtedness of the Company and is subordinate, with respect to payment
of dividends and distribution of assets on liquidation, to the Exchangeable
Preferred Stock. As of January 1, 1995, the Convertible Preferred Stock was
subordinate to approximately $114 million of indebtedness (excluding
indebtedness to trade creditors) of the Company. As of January 1, 1995, the
amount of indebtedness to trade creditors outstanding was approximately $18
million. The Convertible Preferred Stock also is subordinate to additional
indebtedness of up to $30,000,000 and of up to approximately 92,000 troy ounces
under the New Credit Agreement and the New Gold Agreements, respectively. As of
January 1, 1995, the amount of indebtedness outstanding under the New Credit
Agreement and the New Gold Agreements was approximately $24 million and 67,000
ounces, respectively. As of January 1, 1995, there were 152,217 shares of
Exchangeable Preferred Stock outstanding. See "Description of the Convertible
Preferred Stock--Ranking."

Upon any bankruptcy, liquidation, dissolution, or winding up of the
Company, the holders of any indebtedness and the holders of Exchangeable
Preferred Stock are entitled to receive payment in full of all amounts due
before the holders of Convertible Preferred Stock are entitled to receive any
payment. In such circumstances, by reason of such subordination, holders of
Convertible Preferred Stock may receive substantially less than the face amount
of their securities.

Holding Company Structure

The New Senior Secured Notes, the New Senior Subordinated Notes, the
Exchangeable Preferred Stock and the Convertible Preferred Stock are obligations
of the Company. Because a significant portion of the operations of the Company
are, and in the future are likely to be, conducted through subsidiaries, the
cash flow and the consequent ability to service debt of the Company, including
the New Senior Secured Notes, the New Senior Subordinated Notes, the
Exchangeable Preferred Stock and the Convertible Preferred Stock, will

be dependent upon the earnings of the Company or the payment of dividends to the
Company by its subsidiaries. The payment of dividends and the making of loans
and advances to the Company by its subsidiaries may be subject to statutory or
contractual restrictions, are contingent upon the earnings of those subsidiaries
and are subject to various business considerations.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The following pro forma condensed consolidated balance sheets and condensed
consolidated statements of operations of the Company present the effects of (i)
the Recapitalization based on the May 14, 1993 sale of $30,000,000 of New Senior
Secured Notes and the issuance of $53,481,000 of New Senior Subordinated Notes,
$36,960,000 (2,533,000 shares) of Exchangeable Preferred Stock, and 9,992,700
shares of Class A Common Stock to holders of Old 13% Notes and holders of Old 10
1/4% Notes who tendered their Old Notes in the Exchange Offers (the
"Recapitalization Adjustments") and (ii) the November 23, 1994 exchange of
2,381,038 shares of Exchangeable Preferred Stock for 2,381,038 shares of common
stock of Little Switzerland, Inc. and the issuance of 2,381,038 shares of
Convertible Preferred Stock (the "Little Switzerland Exchange"), as if those
transactions had occurred on March 1, 1993, for statement of operations purposes
and February 27, 1994, for balance sheet purposes. The Pro Forma Statements do
not purport to represent what the Company's financial position or results of
operations would actually have been if such transactions in fact had occurred on
such dates or at the beginning of the period indicated or to project the
Company's financial position or results of operations for any future date or
period.

If the above pro forma transaction had taken place by February 27, 1994,
net income attributable to common stockholders for the nine-month period ended
November 27, 1994 would have increased by approximately $69,000 due to (i) a
decrease of approximately $576,000 in income from affiliates, (ii) a decrease in
accretion of dividends on Exchangeable Preferred Stock of approximately
$1,341,000 and (iii) an increase in Convertible Preferred Stock dividends of
approximately $696,000. As the Company's consolidated balance sheet as of
November 27, 1994, included in the Company's quarterly report on Form 10-Q for
the fiscal quarter ended November 27, 1994, reflects the pro forma adjustments,
no pro forma consolidated balance sheet is presented herein for the interim
fiscal 1995 period.

The pro forma condensed consolidated balance sheets and statements of
operations and accompanying notes should be read in conjunction with the
"Material Federal Income Tax Consequences" included elsewhere in this Prospectus
and the Company's Consolidated Financial Statements and related notes thereto
included in the Company's Annual Report on Form 10-K delivered herewith.

TOWN & COUNTRY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AT FEBRUARY 27, 1994
(In thousands, except per share amounts)

Pro Forma
Little for the
Switzerland Little
Exchange Switzerland
Actual Adjustments Exchange
-------- ---------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents . . . . $ 3,274 $-- $ 3,274
Restricted cash . . . . 38 -- 38
Accounts receivable . . 55,623 -- 55,623
Inventories . . . . . . 75,029 -- 75,029
Prepaid expenses and other current assets . 3,992 -- 3,992
-------- -------- ---------
Total current assets. 137,956 -- 137,956
-------- -------- ---------
PROPERTY, PLANT AND
EQUIPMENT, net. . . . . 45,705 -- 45,705
INVESTMENTS IN AFFILIATES. . . . . 27,038 (11,733)(1) 15,305
OTHER ASSETS . . . . . . 13,221 -- 13,221
-------- -------- ---------
Total assets. . . . . $223,920 $(11,733) $212,187
======== ======== =========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt . . . $ 1,480 $ -- $ 1,480
Accounts payable. . . . 12,727 -- 12,727
Accrued expenses. . . . 19,956 -- 19,956
Accrued and currently deferred
income taxes. . . . . 874 -- 874
-------- -------- ---------
Total current liabilities . . . 35,037 -- 35,037
-------- -------- ---------
LONG-TERM DEBT:
Senior debt . . . . . . 20,542 -- 20,542

New Senior Subordinated Notes . . 56,977 -- 56,977
Unamortized interest on New Senior
Subordinated 13% Notes. . . . . 6,971 -- 6,971
Old 13% Notes . . . . . 6,903 -- 6,903
Old 10 1/4% Notes . . . . . 434 -- 434
-------- -------- ---------
Total long-term debt. 91,827 -- 91,827
======== ======== =========

LONG-TERM DEFERRED INCOME
TAXES AND OTHER LIABILITIES . . . $ 2,094 $ -- $ 2,094
MINORITY INTEREST. . . . 3,843 -- 3,843
--------- -------- ---------
Total liabilities and minority interest . 132,801 -- 132,801
--------- -------- ---------

Pro Forma
Little for the
Switzerland Little
Exchange Switzerland
Actual Adjustments Exchange
-------- ------------ -----------

EXCHANGEABLE PREFERRED STOCK,
$1.00 par value; Authorized--
2,700,000 shares actual, 200,000 shares
pro forma; issued and
outstanding--2,533,255 shares actual,
152,217 shares pro forma. . . . . 35,785 (33,638)(1) 2,147
-------- ------------ -----------
STOCKHOLDERS' EQUITY:
Preferred Stock, $1.00 par value; authorized
and unissued--2,300,000 shares actual,
2,266,745 shares pro forma -- -- --
Convertible Preferred Stock, $1.00 par value,
$6.50 preference value; Authorized--
2,533,255 shares pro forma; issued and
outstanding-- 2,381,038 shares pro forma . -- 2,381(1) 2,381
Class A Common Stock, $.01 par value;
authorized--40,000,000 shares;
issued and outstanding--
20,755,901 shares . . 208 -- 208
Class B Common Stock, $.01 par value;
authorized-8,000,000 shares;
issued and outstanding--2,670,693
shares. . . . . . . . 27 -- 27
Additional paid-in capital. . . . 69,909 2,976(1) 72,885
-------- ------------ ----------
Retained earnings (deficit) . . . (14,810) 16,548(1) 1,738
-------- ------------ ----------
Total stockholders' equity. . . 55,334 21,905 77,239

Total liabilities and stockholders'
equity. . . . . . . $ 223,920 $ (11,733) $ 212,187
========= ============ ==========
BOOK VALUE PER COMMON
SHARE(2). . . . . . . . $ 2.36 $ 2.74
========= ==========

TOWN & COUNTRY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED FEBRUARY 27, 1994 (In thousands,
except per share amounts, ratios, and percentages)

Pro Forma
Pro Forma Little for the
Recapital- for the Switzerland Little
ization Recapital- Exchange Switzerland
Actual Adjustments ization Adjustments Exchange(1)
--------- ----------- --------- ----------- -----------

Net sales. . . . $ 277,750 $ -- $ 277,750 $ -- $ 277,750
Cost of sales. . 180,356 -- 180,356 -- 180,356
--------- ----------- --------- ----------- -----------
Gross profit . 97,394 -- 97,394 -- 97,394

Selling, general and
administrative expenses . 80,221 -- 80,221 -- 80,221
--------- ----------- --------- ----------- -----------
Income from
operations. . 17,173 -- 17,173 -- 17,173

Interest expense (14,045) 1,505(3) (12,540) -- (12,540)
Interest and other income. 699 699 -- 699
Equity and investment
income, net . . 1,262 -- 1,262 (1,106)(5) 156
Minority interest. . (941) -- (941) -- (941)

Income (loss) before
income taxes. 4,148 1,505 5,653 (1,106) 4,547

Provision for income taxes . 1,010 -- 1,010 -- 1,010
--------- ----------- --------- ----------- -----------
Net income . . . . 3,138 1,505 4,643 (1,106) 3,537

Dividend on Convertible
Preferred Stock -- -- -- (929)(6) (929)

Accretion of discount on
Exchangeable Preferred
Stock . . . . . (1,454) (410) (1,864) 1,752(4) (112)
---------- ------------ --------- ---------- -----------
Net income attributable
to common stockholders. . $ 1,684 $ 1,095 $ 2,779 $ (283) $ 2,496
========== ============ ========= ========== ===========
Net income per common
share -- primary(7) . . . $ 0.08 -- $ 0.12 -- $ 0.11
========== ============ ========= ========== ===========
Weighted average common
shares outstanding(7) . . 21,206 23,419 23,419
========== ========= ===========
Net income per common
share -- fully diluted(7) . $ 0.08 $ 0.12 $ 0.11

Weighted average common
shares outstanding(7) . . 21,206 23,419 23,419
========== ========= ===========
Ratio of earnings to fixed
charges(8). . . 1.21x 1.35x 1.35x
========== ========= ===========
Ratio of earnings to fixed
charges, exchangeable
preferred stock dividends
and accretion and
convertible preferred
stock dividends(9). . . . 1.11x 1.18x 1.25x
==== ==== ====

Other Data:
Ratio of EBITDA to
interest expense(10). . . 1.67x 1.87x 1.87x
Ratio of EBITDA to cash
interest expense(10). . . 3.85x 4.28x 4.28x
Depreciation and
amortization . . . . $ 5,628 $ (201) $ 5,427 $ -- $ 5,427
Capital expenditures . . . $ 4,056 $ -- $ 4,056 $ -- $ 4,056
Long-term debt as a
percentage of capitalization,
excluding unamortized
interest on new senior
subordinated notes(11). . 61% 61% 53%

TOWN & COUNTRY CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts, ratios, and percentages)

(1) Reflects the exchange of approximately 94% of the Company's Exchangeable
Preferred Stock in exchange for approximately 88% of the Company's
investment in Little Switzerland, Inc. Common Stock and shares of the
Company's Convertible Preferred Stock, including the net gain realized on
the transaction, as outlined in the following table:

Exchange of Exchangeable
Preferred Stock for shares of
Little Switzerland, Inc. Common Little
Stock and Convertible Preferred Switzerland
Stock Inducement Actual Exchange
------------------------------- ------- ---------
Exchangeable Preferred Stock. . $35,785 $ 33,638
Investment in Little Switzerland. (13,304) (11,733)

Convertible Preferred Stock . . (5,357)
---------
Gain on Little Switzerland,
Inc. Exchange . . . $ 16,548
=========

The assumed gain of approximately $16.5 million has not been included in
the pro forma statement of operations as it is a nonrecurring gain.

(2) Historical and pro forma book value per common share are calculated by
dividing the outstanding shares of Class A and Class B Common Stock, as
well as, for pro forma purposes, the number of shares of Class A Common
Stock into which the Convertible Preferred Stock converts as of February
27, 1994, into stockholders' equity as of February 27, 1994.

These calculations do not include the potential effect of outstanding stock
options for 2,348,400 shares of Class A Common Stock as of February 27,
1994, or stock options for 1,500,000 shares of Class A Common Stock issued
to senior management of the Company in connection with the
Recapitalization. The calculations also exclude warrants to purchase
125,000 shares of Class A Common Stock issued to the Financial Advisors in
connection with the Recapitalization. The pro forma book value per share
calculations include the effects of the issuance to the Fidelity Funds of
750,000 shares of Class A Common Stock as a commitment fee in connection
with the Secured Debt Offering and the issuance to the holders of Old Notes
of approximately 9,992,700 shares of Class A Common Stock in connection
with the Exchange Offers.

(3) Reflects the reduction in interest expense as a result of the
Recapitalization taking place March 1, 1993, rather than May 14, 1993. The
Old 13% Notes and the Old 10 1/4% Notes have effective interest rates of
approximately 14% and 15%, respectively, versus an assumed effective
interest rate of approximately 12% for the New Senior Subordinated Notes.
The interest savings on other debt reflects the assumed reduction in senior
debt as a result of the lower assumed cash interest/dividend payments on
the New Securities.

Interest savings were allocated as follows:

Year Ended
February 27, 1994
-----------------
Savings on Old 13% Notes. . . . . . $ 2,475
Savings on Old 10 1/4% Notes. . . . 718
Interest on New Senior Subordinated Notes . . (1,525)
Interest on New Senior Debt . . . . (854)
Savings on Senior Debt. . . . . . . 691
-------
Total Interest Savings. . . . . . . $ 1,505
=======
(4) Reflects the accretion at an effective rate of approximately 7%, of the
discount and dividend associated with the Exchangeable Preferred Stock.

(5) Reflects the effect of reducing investment income by the amount of equity
income related to the Little Switzerland investment which would be
eliminated upon exchange. Does not reflect the nonrecurring gain related to
the exchange of the Exchangeable Preferred Stock for Little Switzerland
Common Stock and Convertible Preferred Stock of $16.5 million.

(6) Reflects the cumulative dividend earned on the Convertible Preferred Stock
as if the Convertible Preferred Stock had been issued at the beginning of
fiscal 1994. Cumulative dividends accrue at 6% of the Convertible Preferred
Stock liquidation value of $6.50 per share.

(7) The pro forma weighted average shares used in the calculation of net income
per common share assume that the (i) 750,000 shares of Class A Common Stock
issued to the Fidelity Funds in payment of the commitment fee in connection
with the Secured Debt Offering and (ii) approximately 9,992,700 shares of
Class A Common Stock issued to the holders of Old Notes in connection with
the Exchange Offers were issued on March 1, 1993. The pro forma weighted
average shares excludes options to purchase 1,500,000 shares of Class A
Common Stock which were issued to senior management of the Company,
warrants for 125,000 shares of Class A Common Stock which were issued to
the Financial Advisors in connection with the Recapitalization and the
shares of Class A Common Stock issuable upon conversion of the Company's
Convertible Preferred Stock (4,762,076 shares of Class A Common Stock), as
they are assumed to be dilutive. If the shares of Convertible Preferred
Stock had converted to shares of Class A Common Stock on March 1, 1993, the
pro forma earnings per share would have been $.13 per share.

(8) Earnings used in computing the historical and pro forma ratio of earnings
to fixed charges consist of income (loss) before income taxes and
extraordinary gains plus fixed charges. Fixed charges are defined as
interest expense plus amortization of deferred financing costs plus one
third of operating lease rental expense. For the nine month periods ended
November 28, 1993 and November 27, 1994, the Company's ratios of earnings
to fixed charges were 1.23% and 1.86%, respectively.

(9) Earnings used in the computation of the pro forma ratio of earnings to
fixed charges, Exchangeable Preferred Stock dividends and Convertible
Preferred Stock dividends consist of income (loss) attributable to common
stockholders plus income taxes, extraordinary gains and fixed charges.
Fixed charges are defined as interest expense plus amortization of deferred
financing costs plus one third of operating lease rental expense plus
accretion of discount and dividends on Exchangeable Preferred Stock and
dividends on Convertible Preferred Stock.

(10) The ratios of earnings before interest, taxes, depreciation, and
amortization ("EBITDA") to interest expense and cash interest expense are
computed by dividing EBITDA by interest expense and cash interest expense,
respectively. EBITDA is defined as income from operations before
recapitalization and other charges plus depreciation and amortization,
excluding amortization of original issue discount and deferred financing
costs. The pro forma ratios of EBITDA to cash interest expense assume that
all interest on the New Senior Subordinated Notes for the periods presented
is paid via the issuance of New Senior Subordinated Interest Notes.

(11) Long-term debt as a percentage of capitalization, excluding unamortized
interest on New Senior Subordinated Notes, is computed by dividing total
long-term debt (including current portion) less unamortized interest on New
Senior Subordinated Notes, by total long-term debt (including current
portion), less unamortized interest on the New Senior Subordinated Notes
plus stockholders' equity. The Exchangeable Preferred Stock is not included
in this ratio computation.

SELECTED HISTORICAL AND SUPPLEMENTAL
CONSOLIDATED FINANCIAL DATA

The selected historical summary consolidated financial information
presented below for each of the five years in the period ended February 27,
1994, has been derived from the Company's consolidated financial statements
which have been audited by Arthur Andersen LLP, independent public accountants.
The historical information includes the consolidated results of the Company as
reported in the audited financial statements.

Fiscal Year Ended
-------------------------------------------------------------
Feb. 28, Feb. 28, Feb. 29, Feb. 28, Feb. 27,
1990 1991 1992 (1) 1993 1994
--------- --------- --------- --------- ---------
(In thousands, except per share data,
ratios, and percentages)

Statement of Operations Data:
Net Sales. . . . . . . $ 423,939 $ 410,402 $ 272,194 $ 270,364 $ 277,750
Cost of sales. . . . . 275,520 267,801 185,446 179,834 180,356
--------- --------- --------- --------- ---------
Gross profit . . . . 148,419 142,601 86,748 90,530 97,394
Selling, general and
administrative expenses . . 114,491 115,168 92,456 85,250 80,221
Restructuring and Zale Bankruptcy
charges(2). . . . . . -- -- 43,619 5,000 --
--------- --------- --------- --------- ---------
Income (loss) from operations. . . 33,928 27,433 (49,327) 280 17,173
Interest expenses, net (25,991) (27,498) (21,810) (19,412) (13,346)
Loss on assets held for sale or disposal(10) . -- -- -- (14,500) --
Recapitalization costs(6). . -- -- -- (14,440) --
Net gain on nonrecurring items(3). -- -- 50,872 -- --
Equity and investment income, net. 1,510 1,220 3,773 1,732 321
--------- --------- --------- --------- ---------
Income (loss) before income
taxes and extraordinary gain. . . 9,447 1,155 (16,492) (46,340) 4,148
Provision for income taxes . 2,834 1,791 3,252 956 1,010
--------- --------- --------- --------- ---------
Income (loss) before extraordinary gain. . $ 6,613 $ (636) $ (19,744) $ (47,296) $ 3,138
Extraordinary gain from debt
extinguishment. . . . -- $ 1,885 $ 726 -- --
--------- --------- --------- --------- ---------
Net income (loss). . . $ 6,613 $ 1,249 $ (19,018) $ (47,296) $ 3,138

Accretion of discount and dividends on
exchangeable preferred stock. . . $ -- $ -- -- -- $ 1,454
Net income (loss) attributable to
common stock. . . . . 6,613 1,249 (19,018) (47,296) 1,684
========= ========= ======== ======== =========
Net income (loss) per common
share(4). . . . . . . $ 0.56 $ 0.10 $ (1.58) $ (3.80) $ 0.08
Weighted average shares
outstanding(4). . . . 11,849 11,909 12,006 12,450 21,206
Ratio of earnings to fixed charges(5). 1.34x 1.04x -- -- 1.21x

Fiscal Year Ended
----------------------------------------------------------------
Feb. 28, Feb. 28, Feb. 29, Feb. 28, Feb. 27,
1990 1991 1992 (1) 1993 1994
-------- -------- ------- -------- --------
(In thousands, except per share data,
ratios, and percentages)

Balance Sheet Data:
Working capital. . . . $152,876 $188,628 $ 87,602 $ 84,646 $102,919
Total assets . . . . . 327,780 397,804 262,288 246,858 223,921
Current portion of long-term debt(6) . 1,020 1,017 737 3,668 1,480
Notes payable to banks(6). . -- 42,810 17,000 7,250 --
Long-term debt(6):
Senior. . . . . . . . 50,006 86,659 5,687 32,021 20,542
Subordinated--
New 13% Notes . . . . -- -- -- -- 63,948
Old 13% Notes . . . . 103,662 97,882 95,516 95,633 6,903
Old 10 1/4 Notes . . . . 24,137 23,395 23,981 24,652 434
-------- -------- ------- -------- --------
Total subordinated debt . . 127,799 121,277 119,497 120,285 71,285
-------- -------- ------- -------- --------
Total long-term debt, less current
portion. . . . . . . 177,805 207,936 125,184 152,306 91,827
Stockholders' equity . $ 87,933 $ 89,456 $ 70,709 $ 24,744 $ 55,334
Book value per common share(7) . . $ 7.40 $ 7.48 $ 5.87 $ 1.95 $ 2.36

Other Data:
Ratio of EBITDA to interest expense(8) . . 1.65x 1.28x .16x .63x 1.67x
Ratio of EBITDA to cash interest
expense(8). . . . . . 1.71x 1.33x .17x 1.44x 3.85x
Depreciation and amortization. . . $ 10,952 $ 10,302 $ 10,936 $ 8,668 $ 5,628
Capital expenditures . $ 12,736 $ 8,660 $ 3,053 $ 3,519 $ 4,056
Long-term debt as a percentage of
capitalization (9). . 67% 70% 64% 85% 61%

On July 25, 1991, a subsidiary of the Company sold approximately 68% of the
shares of Little Switzerland, a wholly-owned subsidiary of the Company, in a
public offering. The sale of this stock resulted in the deconsolidation of
Little Switzerland in the Company's fiscal 1992 financial statements. Financial
statements for prior years have not been retroactively adjusted. However, for
comparative analysis purposes, the unaudited supplemental selected financial
data below reflects Little Switzerland accounted for on the equity method for
all years.

Statement of Operations Data:
Net sales. . . . . . . $ 375,156 $ 356,564 $ 272,194 $ 270,364 $ 277,750
Cost of sales. . . . . 248,439 238,587 185,446 179,834 180,356
--------- --------- --------- --------- ---------
Gross profit. . . . . $ 126,717 $ 117,977 $ 86,748 $ 90,530 $ 97,394
Selling, general and administrative
expenses. . . . . . . 95,599 98,257 92,456 85,250 80,221
Restructuring and Zale Bankruptcy
charges(2). . . . . . -- -- 43,619 5,000 --
--------- --------- --------- --------- ---------
Income (loss) from operations. . . $ 31,118 $ 19,720 $ (49,327) $ 280 $ 17,173
Interest expense, net. (25,782) (27,309) (21,810) (19,412) (13,346)
Loss on assets held for sale or
disposal(10). . . . . -- -- -- (14,500) --
Recapitalization costs(6). . -- -- -- (14,440) --
Net gain on nonrecurring items(3). -- -- 50,872 -- --
Equity and investment income, net. 3,338 7,062 3,773 1,732 321
--------- --------- --------- --------- ---------
Income (loss) before income taxes and
extraordinary gain. . $ 8,674 $ (527) $ (16,492) $ (46,340) $ 4,148
Provision for income taxes . 2,061 109 3,252 956 1,010
--------- --------- --------- --------- ---------
Income (loss) before extraordinary gain. . $ 6,613 $ (636) $ (19,744) $ (47,296) $ 3,138
Extraordinary gain from debt
extinguishment. . . . -- 1,885 726 -- --
--------- --------- --------- --------- ---------
Net income (loss). . . $ 6,613 $ 1,249 $ (19,018) $ (47,296) $ 3,138
Accretion of discount and dividends on
exchangeable preferred stock. . . $ -- $ -- -- -- $ 1,454
Net income (loss) per common share(4). $ 0.56 $ 0.10 $ (1.58) $ (3.80) $ 0.08

Fiscal Year Ended
--------------------------------------------------------
Feb. 28, Feb. 28, Feb. 29, Feb. 28, Feb. 27,
1990 1991 1992 (1) 1993 1994
--------- --------- --------- --------- --------
(In thousands, except per share data)
(Unaudited)

Balance Sheet Data:

Working capital. . . . $135,137 $176,667 $ 87,602 $ 84,646 $102,919
Total assets . . . . . 314,935 386,455 262,288 246,858 223,921
Current portion of long-term debt (6). 1,020 1,017 737 3,668 1,480
Notes payable to banks(6). . -- 38,300 17,000 7,250 --
Long-term debt (6):
Senior. . . . . . . . 46,546 86,659 5,687 32,021 20,542
Subordinated. . . . . 127,799 121,277 199,497 120,285 71,285
Stockholders' equity . 87,933 89,456 70,709 24,744 55,334
Book value per share (7) . . $ 7.40 $ 7.48 $ 5.87 $ 1.95 $ 2.36

Other Data:

Depreciation and amortization. . . $ 9,090 $ 8,935 $ 10,936 $ 8,668 $ 5,628
Capital expenditures . $ 8,438 $ 8,227 $ 3,053 $ 3,519 $ 4,056

NOTES TO SELECTED HISTORICAL AND SUPPLEMENTAL
CONSOLIDATED FINANCIAL DATA

(1) See Note 5 to Consolidated Financial Statements for information regarding
the Company's recapitalization and see Note 1 to Consolidated Financial
Statements for a discussion regarding the deconsolidation of Little
Switzerland.

(2) See Notes 3 and 6 to Consolidated Financial Statements.

(3) See Note 6 to Consolidated Financial Statements.

(4) Net income (loss) per common share is computed based on the weighted
average number of common and common equivalent shares outstanding, where
dilutive, during each period. See Notes 7 and 10 to Consolidated Financial
Statements.

(5) Earnings used in the computation of the ratio of earnings to fixed charges
consist of income (loss) before income taxes and extraordinary gains plus
fixed charges. Fixed charges are defined as interest expense plus
amortization of deferred financing costs plus one third of operating lease
rental expense. For the nine month periods ended November 28, 1993 and
November 27, 1994, the Company's ratios of earnings to fixed charges were
1.23% and 1.86%, respectively.

(6) See Note 5 to Consolidated Financial Statements.

(7) Historical and supplemental book value per share were computed based on
total consolidated stockholders' equity at the end of each period divided
by the total shares of Common Stock outstanding at the end of each period.
The computation does not include the potential effect of outstanding stock
options or warrants for any of the periods presented. As of February 27,
1994, the Company had outstanding stock options for 2,348,400 shares of
Class A Common Stock and outstanding warrants for 125,000 shares of Class A
Common Stock.

(8) The ratios of earnings before interest, taxes, depreciation, and
amortization ("EBITDA") to interest expense and cash interest expense are
computed by dividing EBITDA by interest expense and cash interest expense,
respectively. EBITDA is defined as income (loss) from operations before
recapitalization and other charges plus depreciation, and amortization,
excluding amortization of original issue discount and deferred financing
costs. EBITDA for fiscal 1992 excludes the nonrecurring restructuring and
Zale bankruptcy charges of approximately $44 million. EBITDA to cash
interest expense for the twelve months ended February 28, 1993, excludes
approximately $10.0 million of interest expense related to the Old Notes
that will not be paid due to the fact that such interest has been included
as part of the consideration in the Recapitalization.

(9) Long-term debt as a percentage of capitalization is computed by dividing
total long-term debt (including current portion), by total long-term debt
(including current portion) plus stockholders' equity.

(10) See Note 2 to Consolidated Financial Statements.

DESCRIPTION OF CONVERTIBLE PREFERRED STOCK

General

In the Private Placement, the Company issued 2,381,038 shares of
Convertible Preferred Stock to holders of Exchangeable Preferred Stock who
exercised their right to exchange their shares of Exchangeable Preferred Stock
for shares of Little Switzerland Common Stock. The following is a summary of
certain provisions of the Convertible Preferred Stock. This summary does not
purport to be complete and is subject to, and qualified in its entirety by, the
provisions of the Company's Articles of Organization and the certificate of
designation for the Convertible Preferred Stock (the "Certificate of
Designation"). Copies of the Articles of Organization and the Certificate of
Designation, which have been filed as exhibits to the Registration Statement of
which this Prospectus forms a part, are available from the Company, 25 Union
Street, Chelsea, Massachusetts 02150, telephone number (617) 884-8500;
Attention: Manager of Corporate Communications.

Each share of Convertible Preferred Stock has a liquidation preference
of $6.50, plus accrued and unpaid dividends (the "Liquidation Value"), as
adjusted to reflect subdivisions, combinations, reclassifications, stock
dividends, stock splits or similar events relating to the Convertible Preferred
Stock. The Convertible Preferred Stock is available only in registered form,
without coupons.

Ranking

The Convertible Preferred Stock, as with all other classes and series
of capital stock of the Company, is subordinated with respect to the payment of
dividends, if any, and to the distribution of assets of the Company upon any
voluntary or involuntary bankruptcy, liquidation, dissolution or winding up of
the Company to all existing and future indebtedness of the Company and its
subsidiaries, including, without limitation, indebtedness under the Revised Debt
Agreements, the New Senior Secured Notes, the IRBs, the New Senior Subordinated
Notes, and the Old Notes, and is likewise subordinated to the Exchangeable
Preferred Stock. As of January 1, 1995, the Convertible Preferred Stock was
subordinate to approximately $114 million of indebtedness (excluding
indebtedness to trade creditors) of the Company. As of January 1, 1995, the
amount of indebtedness to trade creditors outstanding was approximately $18
million. The Convertible Preferred Stock also is subordinate to additional
indebtedness of up to $30,000,000 under the New Credit Agreement and of up to
approximately 92,000 troy ounces under the New Gold Agreements. As of January 1,
1995, the amount of indebtedness under the New Credit Agreement and New Gold
Agreements was approximately $24 million and approximately 67,000 troy ounces,
respectively. As of January 1, 1995, there were 152,217 shares of Exchangeable
Preferred Stock outstanding. The Convertible Preferred Stock ranks senior to the
Company's Class A Common Stock, Class B Common Stock and all other Junior Stock
(as defined) with respect to dividends and to the distribution of assets of the
Company upon any voluntary or involuntary bankruptcy, liquidation, dissolution
or winding up of the Company.

While any shares of Convertible Preferred Stock are outstanding, the
Company may not authorize or create any class or series of stock that is senior
to or pari passu with the Convertible Preferred Stock with respect to dividends
or liquidation without the consent of the holders of 75% of the outstanding
shares of Convertible Preferred Stock voting together as a separate class.

Certain Bankruptcy Limitations

Dividends

Holders of the shares of Convertible Preferred Stock are entitled to
receive when and as declared by the Board of Directors of the Company,
cumulative cash dividends at the rate of 6% per annum of the Liquidation Value
thereof. Dividends on the Convertible Preferred Stock are payable semiannually
on each

March 1st and September 1st after November 23, 1994 (the "Issuance Date"). Each
such dividend will be payable to holders of record as they appear on the stock
records of the Company at the close of business on the record date, not
exceeding 60 days preceding the payment date, as shall be fixed by the Board of
Directors of the Company. Dividends shall accrue from the Issuance Date and will
be cumulative from such date, whether or not in any dividend period or periods
there shall be funds of the Company legally available for the payment of such
dividends. Dividends payable on the Convertible Preferred Stock shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

Because the Revised Debt Agreements, the New Senior Secured Notes, the
New Senior Subordinated Notes and the Exchangeable Preferred Stock prohibit the
payment of cash dividends on the Convertible Preferred Stock, the Company shall
pay such dividends by issuing additional shares of Convertible Preferred Stock
having an aggregate Liquidation Value equal to the amount of such dividend
payments. The issuance of additional shares of Convertible Preferred Stock in
lieu of cash dividends shall be deemed to have satisfied for all purposes the
Company's obligation to pay such dividends and such dividends shall cease to
accrue upon the issuance of such additional shares of Convertible Preferred
Stock. If at any time the Company pays a portion of any dividends in cash and a
portion in additional shares of Convertible Preferred Stock, the cash portion
and the share portion of such dividend payment shall be distributed ratably
among the holders of Convertible Preferred Stock based upon the aggregate
dividends payable on the shares of Convertible Preferred Stock held by such
holders.

The Company shall not declare, pay or set apart for payment any
dividend or other distribution with respect to any Junior Stock (as defined)
unless the Company shall have deposited with its transfer agent sufficient funds
to pay the then-applicable redemption price for all outstanding shares of
Convertible Preferred Stock plus all accrued but unpaid dividends thereon. As
long as shares of Convertible Preferred Stock are outstanding, the Company also
shall not redeem, retire, purchase or otherwise acquire any shares of Junior
Stock.

As used herein, (i) the term "dividend" does not include dividends
payable solely in shares of Junior Stock, or options, warrants or rights to
holders of Junior Stock to subscribe for or purchase any Junior Stock, and (ii)
the term "Junior Stock" means Class A Common Stock, Class B Common Stock and any
other class or capital stock of the Company now or hereafter issued and
outstanding that ranks junior as to dividends or liquidation to the Convertible
Preferred Stock.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the
Company, a holder of Convertible Preferred Stock will be entitled to receive the
Liquidation Value thereof before the distribution of any assets to the holders
of Junior Stock.

Redemption

Shares of Convertible Preferred Stock may not be redeemed by the
Company prior to the first anniversary of the Issuance Date (the "First
Anniversary Date"). On and after such date, Convertible Preferred Stock may be
redeemed at the option of the Company, in whole at any time or in part from time
to time, at the redemption price (expressed as a percentage of the Liquidation
Value) set forth below if redeemed during the twelve-month period beginning on
November 23 of the year indicated below:

Year Percentage
----------------------------------------------------
1995............................... 104%
1996............................... 102
1997 and thereafter................ 100

The Company shall pay such redemption price by delivering cash. The
Company may pay cash in respect of any accrued and unpaid dividends on shares of
Convertible Preferred Stock which are being redeemed or, in lieu of cash, the
Company may pay such dividends by issuing additional shares of Convertible
Preferred Stock having an aggregate Liquidation Value equal to the amount of
such accrued but unpaid dividends. In the event that the Company elects to pay
such accrued but unpaid dividends with shares of

Convertible Preferred Stock, immediately upon issuance such shares automatically
shall be converted into shares of Class A Common Stock at the then-applicable
Conversion Rate (as defined). See "--Conversion."

If Convertible Preferred Stock is called for redemption, the holder may
convert it into shares of Class A Common Stock at any time before the close of
business on the redemption date.

If less than all of the shares of Convertible Preferred Stock are to be
redeemed, the number of shares of Convertible Preferred Stock to be redeemed
from each holder shall be the number of shares determined by multiplying the
total number of shares of Convertible Preferred Stock to be redeemed by a
fraction, the numerator of which shall be the total number of shares of
Convertible Preferred Stock held by such holder and the denominator of which
shall be the total number of shares of Convertible Preferred Stock then
outstanding. Notice of redemption will be mailed not less than 45 days nor more
than 60 days before the redemption date to each holder of record of shares of
Convertible Preferred Stock to be redeemed at the address shown on the books of
the Company. Each notice of redemption will specify, among other things, the
date of redemption, the redemption price, and the type of consideration being
paid in connection with the redemption. On and after the date fixed for
redemption, provided that the redemption price has been duly paid or provided
for, dividends shall cease to accrue on the Convertible Preferred Stock called
for redemption, such shares shall no longer be deemed to be outstanding, and all
rights of the holders of such shares as stockholders of the Company shall cease
except the right to receive the consideration payable upon such redemption upon
surrender of the certificates evidencing such shares.

The Revised Debt Agreements, the New Senior Secured Notes, the New
Senior Subordinated Notes, and the Exchangeable Preferred Stock place
restrictions on the Company's ability to redeem the Convertible Preferred Stock.

Conversion

Conversion at the Option of the Holder. A holder of Convertible
Preferred Stock may convert such stock into shares of Class A Common Stock at
any time, at the then-current conversion rate (a "Holder Optional Conversion").
Initially, each holder of a share of Convertible Preferred Stock shall be
entitled to receive two shares of Class A Common Stock for each share of
Convertible Preferred Stock surrendered for conversion, subject to adjustment to
reflect a subdivision, combination, reclassification, stock dividend, stock
option, or similar event relating to the Convertible Preferred Stock or the
Class A Common Stock (the "Conversion Rate").

In order to convert shares of Convertible Preferred Stock, a holder must
surrender such shares of Convertible Preferred Stock to the Company's transfer
agent by physical delivery, duly assigned or endorsed for transfer to the
Company, accompanied by written notice of conversion (the "Conversion Notice")
and, if required, payment for all transfer or similar taxes. The Conversion
Notice shall specify (i) the number of shares of Convertible Preferred Stock to
be converted, (ii) the name or names in which the holder wishes the certificate
or certificates for Class A Common Stock and for any Convertible Preferred Stock
not to be converted to be issued and (iii) the address to which the holder
wishes delivery of such new certificates to be issued upon such conversion.
Pursuant to the Certificate of Designation, the date on which the Conversion
Notice and the Convertible Preferred Stock shall have been received by the
Company's transfer agent is the conversion date. Such Conversion Notice shall be
irrevocable and may not be withdrawn by a holder for any reason.

In connection with a Holder Optional Conversion, the Company shall be
required to pay any accrued and unpaid dividends on the shares of Convertible
Preferred Stock so converted. Such dividends may be paid in cash or in shares of
Convertible Preferred Stock having an aggregate Liquidation Value equal to the
amount of such accrued but unpaid dividends. In the event that the Company
elects to pay such accrued but unpaid dividends with shares of Convertible
Preferred Stock, immediately upon issuance such shares automatically and without
further action by the Company or a holder shall be converted into shares of
Class A Common Stock at the then-applicable Conversion Rate.

Conversion at the Option of the Company. In the event that at any time
after the Issuance Date, the Sale Price (as defined) of Class A Common Stock
equals or exceeds $3.25 per share for 30 consecutive trading days, the Company
may require the holders of the Convertible Preferred Stock, in whole but not in

part, to convert their shares of Convertible Preferred Stock into shares of
Class A Common Stock at the then-applicable Conversion Rate (a "Company Optional
Conversion").

In the event of a Company Optional Conversion, the Company shall provide
written notice (the "Company Optional Conversion Notice") to the holders that
the requirements for a Company Optional Conversion have been met and that the
Company is requiring the conversion of all outstanding shares of Convertible
Preferred Stock. The Company Optional Conversion Notice shall be accompanied by
a letter of transmittal describing the procedures by which the holders shall
deliver all of their shares of Convertible Preferred Stock for conversion into
Class A Common Stock. As of the date of the Company Optional Conversion Notice,
(i) all outstanding shares of Convertible Preferred Stock shall be deemed to
have been converted into shares of Class A Common Stock, dividends on the
Convertible Preferred Stock shall cease to accrue, and (iii) all rights of the
holders of Convertible Preferred Stock (except the right to receive from the
Company shares of Class A Common Stock) shall cease.

In connection with a Company Optional Conversion, the Company shall pay
the amount of any accrued and unpaid dividends on the shares of Convertible
Preferred Stock so converted in shares of Convertible Preferred Stock having an
aggregate Liquidation Value equal to the amount of such accrued but unpaid
dividends. Immediately upon issuance, such shares automatically and without
further action by the Company or a holder shall be converted into shares of
Class A Common Stock at the then-applicable Conversion Rate.

The shares of Class A Common Stock into which shares of Convertible
Preferred Stock are convertible have been registered under the Securities Act
pursuant to the Registration Statement of which this Prospectus forms a part.
The Company has agreed to use its best efforts to keep such registration
statement effective until the date on which the Selling Shareholders no longer
own any of the Securities or all holders can sell their shares of Convertible
Preferred Stock or Class A Common Stock pursuant to Rule 144(k) promulgated
under the Securities Act.

Consolidation, Merger, and Sale of Assets

The Company may not consolidate with or merge into, or transfer all or
substantially all of its assets to, another corporation, person or entity
(unless it is the surviving entity and the Convertible Preferred Stock is
unchanged) unless (i) the surviving entity is a corporation organized under the
laws of the United States, any state thereof or the District of Columbia, or a
corporation or comparable legal entity organized under the laws of a foreign
jurisdiction and whose equity securities are listed on a national securities
exchange in the United States or authorized for quotation on NASDAQ, and (ii)
the Company shall make effective provision such that the holders of the
Convertible Preferred Stock shall receive upon the consummation of such
transaction convertible preferred stock of the surviving entity having
substantially identical terms (including as to conversion) as the Convertible
Preferred Stock.

Voting Rights

The affirmative vote of the holders of 100% of the outstanding shares of
Convertible Preferred Stock, voting together as a separate class, is required in
order to change (i) the amount of the Liquidation Value or the dividend rate of,
or other provisions relating to the calculation of the dividend on, the
Convertible Preferred Stock, (ii) any provision relating to the optional
redemption of the Convertible Preferred Stock; (iii) any provision relating to
the conversion of Convertible Preferred Stock into Class A Common Stock; and
(iv) any provisions relating to the voting rights of the Convertible Preferred
Stock. The affirmative vote of the holders of at least 75% of the outstanding
shares of Convertible Preferred Stock, voting together as a separate class, is
required in order (i) to change, by amendment to the Company's Articles of
Organization or otherwise, any other term or provision of the Convertible
Preferred Stock so as to affect adversely any right, preference or voting power
of the holders thereof or (ii) authorize the issuance of any class or series of
stock of the Company that is senior to or pari passu with the Convertible
Preferred Stock with respect to dividends or liquidation.

Other Miscellaneous Matters

To the knowledge of the Company, no person presently is making a market
in the Convertible Preferred Stock. No person will be obligated to make a market
in the Convertible Preferred Stock and any market making activity undertaken by
any person may be discontinued at any time. There can be no assurance that an
active public market for the Convertible Preferred Stock will develop and
continue. See "Risk Factors--Lack of Established Market."

Because the Convertible Preferred Stock is convertible into shares of
Class A Common Stock, the prices at which the Convertible Preferred Stock may
trade in the market, if it trades at all, will likely be affected by the market
price from time to time of Class A Common Stock.

THE REVISED DEBT AGREEMENTS

New Credit Agreement

In connection with the Recapitalization, the Company and certain of its
subsidiaries (collectively, the "Borrowers") entered into a New Credit Agreement
with Foothill which provided senior secured financing in an aggregate amount of
up to $30,000,000. This credit facility consists of revolving lines of credit to
the Borrowers based upon the value of the Borrowers' aggregate accounts
receivable and inventory. The revolving lines of credit mature on May 14, 1996,
and shall be automatically renewed for successive two (2) year renewal periods
thereafter, unless terminated by the Company or Foothill. The loans bear
interest at a rate per annum equal to the greater of (a) two percent above the
reference rate announced from time to time by major money center banks selected
by Foothill, or (b) 8%. The New Credit Agreement contains standard covenants for
facilities of this type including, without limitation, financial covenants
relating to minimum net worth, minimum working capital, debt to net worth, and
current ratios and limitations on indebtedness, liens, dividends and
distributions, dispositions of assets, transactions with affiliates, and capital
expenditures. The New Credit Agreement is secured by first priority security
interests in substantially all of the assets of the Borrowers. The obligations
of the Borrowers, including the Company, in respect of the New Credit Agreement
are fully and unconditionally and jointly and severally guaranteed by each of
the other Borrowers. Indebtedness under the New Credit Agreement is senior in
right of payment to the New Senior Subordinated Notes, the Old Notes, the
Exchangeable Preferred Stock, and the Convertible Preferred Stock.

To address seasonality needs, during the fiscal year ending February 26,
1995 the Company entered into an amendment to the New Credit Agreement to
increase the maximum amount available under the New Credit Agreement from
$30,000,000 to $35,000,000 during the months of August through December 1994.
The Company also entered into an amendment to the New Credit Agreement to modify
the consolidated tangible net worth covenant contained in that agreement. This
covenant previously required the Company to maintain consolidated tangible net
worth of $38,000,000 through February 27, 1994 and $43,000,000 thereafter. As
amended, the covenant provides that the Company will maintain consolidated
tangible net worth of $40,000,000 from July 1, 1994 through November 26, 1994,
and $43,000,000 thereafter.

New Gold Agreements

In connection with the consummation of the Recapitalization, the Company
also entered into New Gold Agreements with its Gold Suppliers which provided the
Company with an aggregate gold consignment availability of up to approximately
100,000 troy ounces. The Company recently entered into an amendment to the New
Gold Agreements to reduce the aggregate gold consignment availability under such
agreements to approximately 73,000 troy ounces as of February 1, 1995. This
modification is consistent with the Company's expected business requirements.
The Company also entered into an amendment to the New Gold Agreements which
modified the consolidated tangible net worth covenant as in the New Credit
Agreement.

The New Gold Agreements are terminable by the Gold Suppliers or the
Company upon thirty days' written notice, and contain standard covenants for
facilities of this type including, without limitation, financial covenants
relating to minimum net worth, minimum working capital, debt to net worth, and
current ratios, and limitations on dividends and distributions, dispositions of
assets, and capital expenditures. The New Gold Agreements are secured by gold
and other precious metals inventory of the Borrowers and second or third
priority security interests in substantially all of the other assets of the
Borrowers. The obligations of the Borrowers, including the Company, in respect
of the New Gold Agreements are fully and unconditionally and jointly and
severally guaranteed by each of the other Borrowers. The indebtedness under the
New Gold Agreements is senior in right of payment to the New Senior Subordinated
Notes, the Old Notes, the Exchangeable Preferred Stock, and the Convertible
Preferred Stock.

DESCRIPTION OF OUTSTANDING DEBT SECURITIES

New Senior Secured Notes

In connection with the consummation of the Recapitalization, the Company
sold $30,000,000 of New Senior Secured Notes to holders of Old Notes for cash.
These funds were used to repay indebtedness under the Old Credit Agreement. At
January 1, 1995, approximately $16 million in aggregate principal amount of New
Senior Secured Notes were outstanding.

The New Senior Secured Notes are senior secured obligations of the
Company which mature on September 15, 1997, and bear interest from May 14, 1993
(the "Recapitalization Date"), to maturity at the rate of 11 1/2% per annum. The
New Senior Secured Notes are secured by security interests of varying priority
in substantially all of the assets of each of the Borrowers. The New Senior
Secured Notes are senior in right of payment to the New Senior Subordinated
Notes and the Old Notes. As of January 1, 1995, approximately $7 million and $65
million in aggregate principal amount of Old Notes and New Senior Subordinated
Notes, respectively, was outstanding. At January 1, 1995, the aggregate amount
of all other outstanding indebtedness of the Company (excluding the New Senior
Secured Notes and indebtedness under the New Credit Agreement and the New Gold
Agreements) was approximately $18 million. The obligations of the Company under
the New Senior Secured Notes are fully and unconditionally and jointly and
severally guaranteed by each of the Subsidiary Guarantors.

The New Senior Secured Notes may be redeemed at the option of the
Company, in whole at any time or in part from time to time, at a redemption
price of 100% of the principal amount thereof, together with accrued interest
thereon. Following receipt by the Company of certain payments from the Company's
investment in Solomon Brothers, Inc. and/or from the Zale Companies with respect
to the Zale Bankruptcy Claim, the Company is required to redeem an amount of the
New Senior Secured Notes equal to the amount of such cash payments at a
redemption price equal to 100% of the principal amount thereof plus accrued
interest, if any. The Company also is required to use its excess cash flow to
fund redemptions of New Senior Secured Notes at a redemption price equal to 100%
of the principal amount thereof plus accrued interest, if any. In the event that
the Company's consolidated net worth declines below certain specified amounts,
the Company is required to make an offer to redeem 7.5% of the aggregate
principal balance of the then outstanding New Senior Subordinated Notes and New
Senior Secured Notes, at a redemption price equal to 100% of the principal
amount thereof plus accrued interest, if any. As of January 1, 1995,
approximately $14 million in aggregate principal amount of New Senior Secured
Notes have been redeemed.

Upon the occurrence of a change of control of the Company, each holder
of New Senior Secured Notes will have the right to require the Company to
purchase all or any part, at such holder's option, of such holder's New Senior
Secured Notes at a purchase price in cash equal to 100% of the principal amount
thereof, together with accrued interest thereon.

The New Senior Secured Notes are obligations of the Company. Because a
significant portion of the operations of the Company are or may in the future be
conducted through subsidiaries, the Company's cash flow and its consequent
ability to service its indebtedness, including the New Senior Secured Notes,
will be dependent upon the earnings of its subsidiaries and the distribution of
those earnings to the Company or upon loans or other payments by those
subsidiaries to the Company. The payment of dividends and the making of loans
and advances to the Company by its subsidiaries may be subject to statutory or
contractual restrictions, are contingent upon the earnings of those subsidiaries
and are subject to various business considerations. See "Risk Factors--Holding
Company Structure."

The New Senior Secured Notes contain various covenants, including,
without limitation, limitations on dividends and distributions, indebtedness,
dispositions of assets, and transactions with affiliates.

New Senior Subordinated Notes

In connection with the Exchange Offers completed as a part of the
Recapitalization, the Company issued $53,480,900 of New Senior Subordinated
Notes. The New Senior Subordinated Notes are senior subordinated obligations of
the Company which mature on May 31, 1998, and bear interest from the
Recapitalization Date to maturity at the rate of 13% per annum. At the Company's
option, any of the first four semiannual installments of interest on the New
Senior Subordinated Notes may be paid through the issuance of additional

New Senior Subordinated Notes in an original principal amount equal to such
interest, dated and accruing interest from the applicable interest payment date,
and otherwise generally having the same terms as the New Senior Subordinated
Notes issued on the Recapitalization Date. The Company has paid the first three
semiannual installments of interest, and currently intends to pay the fourth
installment, on the New Senior Subordinated Notes through the issuance of such
additional New Senior Subordinated Notes. At January 1, 1995, approximately $65
million in aggregate principal amount of New Senior Subordinated Notes were
outstanding.

The New Senior Subordinated Notes are secured by security interests of
varying priority in substantially all of the assets of each of the Borrowers.
The New Senior Subordinated Notes are subordinate in right of payment to all
indebtedness of the Company under the New Credit Agreement, the New Senior
Secured Notes and the IRBs and obligations of the Company under the New Gold
Agreements. The obligations of the Company under the New Senior Subordinated
Notes are fully and unconditionally and jointly and severally guaranteed on a
subordinated basis by each of the Subsidiary Guarantors.

The New Senior Subordinated Notes are obligations of the Company.
Because a significant portion of the operations of the Company are or may in the
future be conducted through subsidiaries, the cash flow and the consequent
ability to service debt of the Company, including the New Senior Subordinated
Notes, will be dependent upon the earnings of its subsidiaries and the
distribution of those earnings to the Company or upon loans or other payments of
funds by those subsidiaries to the Company. The payment of dividends and the
making of loans and advances to the Company by its subsidiaries may be subject
to statutory or contractual restrictions, are contingent upon the earnings of
those subsidiaries and are subject to various business considerations. See "Risk
Factors--Holding Company Structure."

The New Senior Subordinated Notes are redeemable after the third
anniversary of the Recapitalization Date at the option of the Company, in whole
at any time or in part from time to time, at a price equal to 106% of the
principal amount of the New Senior Subordinated Notes, if redeemed during the
twelve months beginning on May 14, 1996, and thereafter at prices declining
annually to 100% of principal amount on or after May 14, 1998, in each case
together with accrued interest to the redemption date. In the event that the
Company's consolidated net worth declines below certain specified amounts, the
Company is required to make an offer to redeem an aggregate principal amount of
New Senior Subordinated Notes equal to the sum of (i) 7.5% of the aggregate
principal amount of the then outstanding New Senior Secured Notes and New Senior
Subordinated Notes, minus (ii) the aggregate principal amount of New Senior
Secured Notes redeemed by the Company as a result of such decline in
consolidated net worth at a redemption price equal to 100% of the principal
amount thereof plus accrued interest, if any.

The Revised Debt Agreements and the New Senior Secured Notes place
restrictions on the Company's ability to redeem the New Senior Subordinated
Notes prior to their maturity.

Upon the occurrence of a change of control of the Company and subject to
compliance by the Company with its requirements under the Revised Debt
Agreements, the IRBs and the New Senior Secured Notes, each holder of New Senior
Subordinated Notes will have the right to require the Company to purchase all or
any part, at such holder's option, of such holder's New Senior Subordinated
Notes at a purchase price in cash equal to 100% of the principal amount thereof,
together with accrued interest thereon.

The Revised Debt Agreements, the IRBs, and the New Senior Secured Notes
place restrictions on the Company's ability to purchase the New Senior
Subordinated Notes upon a change of control of the Company.

The New Senior Subordinated Notes contain various covenants, including,
without limitation, limitations on dividends and distributions, indebtedness,
dispositions of assets, and transactions with affiliates.

Exchangeable Preferred Stock

In connection with the consummation of the Recapitalization, the Company
issued 2,533,255 shares of Exchangeable Preferred Stock to holders of Old Notes
who tendered their Old Notes pursuant to the Exchange Offers. The Company also
established a trust (the "Little Switzerland Trust") for the benefit of the
Company and the holders of the Exchangeable Preferred Stock to secure the
performance of the Company's obligations under the certificate of designation
for the Exchangeable Preferred Stock. In connection with the establishment of
the Little Switzerland Trust, the Company entered into a Trust Agreement with

BayBank, N.A., as Trustee, pursuant to which the Company conveyed to the Little
Switzerland Trust the shares of Little Switzerland Common Stock which are being
held solely for the use and benefit of the Company and the holders of
Exchangeable Preferred Stock. Shares of Exchangeable Preferred Stock are
exchangeable, at the option of the holder, for shares of Little Switzerland
Common Stock and other property, if any, held in the Little Switzerland Trust.
Holders of 2,381,038 shares of Exchangeable Preferred Stock have exercised their
right to exchange such shares for shares of Little Switzerland Common Stock held
in the Little Switzerland Trust. At January 1, 1995, there were 152,217 shares
of Exchangeable Preferred Stock outstanding.

Each share of Exchangeable Preferred Stock has a liquidation preference
of $14.59, plus accrued and unpaid dividends, as adjusted to reflect
subdivisions, combinations, reclassifications, stock dividends, stock splits or
similar events relating to the Exchangeable Preferred Stock (the "Liquidation
Preference").

The Exchangeable Preferred Stock, as with all other classes and series
of capital stock of the Company, is subordinated with respect to the payment of
dividends, if any, and to the distribution of assets of the Company upon any
voluntary or involuntary bankruptcy, liquidation, dissolution or winding up of
the Company to all existing and future indebtedness of the Company and its
subsidiaries, including, without limitation, indebtedness under the Revised Debt
Agreements, the New Senior Secured Notes, the IRBs, the New Senior Subordinated
Notes, and the Old Notes. The Exchangeable Preferred Stock ranks senior to the
Convertible Preferred Stock, Class A Common Stock, Class B Common Stock and all
other Junior Stock (as defined) with respect to dividends and to the
distribution of assets of the Company upon any voluntary or involuntary
bankruptcy, liquidation, dissolution or winding up of the Company. In the event
of any liquidation, dissolution or winding up of the Company, a holder of
Exchangeable Preferred Stock will be entitled to receive the Liquidation
Preference thereof before the distribution of any assets to the holders of
Junior Stock.

While any shares of Exchangeable Preferred Stock are outstanding, the
Company may not authorize or create any class or series of stock that is senior
to or pari passu with the Exchangeable Preferred Stock with respect to dividends
or liquidation without the consent of the holders of 75% of the outstanding
shares of Exchangeable Preferred Stock voting together as a separate class.

No dividends will be paid on the Exchangeable Preferred Stock until
after May 14, 1995. Thereafter, holders of the shares of Exchangeable Preferred
Stock will be entitled to receive when and as declared by the Board of Directors
of the Company, cumulative cash dividends at the rate of 6% per annum of the
Liquidation Preference thereof, payable semiannually. Dividends shall accrue
from May 15, 1995 and will be cumulative from such date.

The Company shall not declare, pay or set apart for payment any dividend
or other distribution with respect to any Junior Stock (as defined) or, unless
(A) all accrued dividends with respect to the Exchangeable Preferred Stock at
the time such dividends are payable have been paid or funds have been set apart
for payment of such dividends and (B) sufficient funds have been set apart for
the payment of the dividends for the current dividend period with respect to the
Exchangeable Preferred Stock. As long as shares of Exchangeable Preferred Stock
are outstanding, the Company also shall not (i) issue or authorize the issuance
of any shares of Exchangeable Preferred Stock other than those issued on the
date of issuance; (ii) create or issue any class of capital stock which is
exchangeable into shares of Little Switzerland Common Stock; or (iii) redeem,
retire, purchase or otherwise acquire any shares of Junior Stock.

As used herein, (i) the term "dividend" does not include dividends
payable solely in shares of Junior Stock, or options, warrants or rights to
holders of Junior Stock to subscribe for or purchase any Junior Stock, and (ii)
the term "Junior Stock" means Class A Common Stock, Class B Common Stock of the
Company and any other class or capital stock of the Company now or hereafter
issued and outstanding that ranks junior as to dividends or liquidation to the
Exchangeable Preferred Stock.

The Revised Debt Agreements, New Senior Secured Notes, and New Senior
Subordinated Notes place restrictions on the Company's ability to pay dividends
on the Exchangeable Preferred Stock.

The Company is required to redeem all outstanding shares of Exchangeable
Preferred Stock on December 31, 2000 at a price per share equal to the
Liquidation Preference thereof. Except as set forth below, Exchangeable
Preferred Stock may not be redeemed by the Company prior to May 15, 1995. On and

after such date, Exchangeable Preferred Stock may be redeemed at the option of
the Company, in whole at any time or in part from time to time, at a price equal
to 106% of the Liquidation Preference if redeemed during the twelve-month period
beginning on May 15, 1995, and thereafter at prices declining annually to 100%
of Liquidation Preference on or after May 14, 1998. In the event that during the
period from the Recapitalization Date until the second anniversary thereof, the
closing sale price for Little Switzerland Common Stock equals or exceeds $18.75
per share for 30 consecutive trading days, the Company may redeem the
Exchangeable Preferred Stock in whole at a price per share equal to 100% of the
Liquidation Preference.

The Revised Debt Agreements, New Senior Secured Notes, and New Senior
Subordinated Notes place restrictions on the Company's ability to redeem the
Exchangeable Preferred Stock.

Upon the occurrence of a change of control of the Company and subject to
compliance by the Company with its requirements under the Revised Debt
Agreements, the IRBs, the New Senior Secured Notes, and the New Senior
Subordinated Notes, each holder of Exchangeable Preferred Stock will have the
right to require the Company to purchase all or any part, at such holder's
option, of such holder's Exchangeable Preferred Stock at a purchase price in
cash equal to the Liquidation Preference thereof.

The Revised Debt Agreements, the IRBs, the New Senior Secured Notes, and
the New Senior Subordinated Notes place restrictions on the Company's ability to
purchase shares of Exchangeable Preferred Stock upon a change of control of the
Company.

Except under the limited circumstances described below and as required
by applicable law, the holders of Exchangeable Preferred Stock have no voting
rights. If and whenever two semi-annual dividend payments on the Exchangeable
Preferred Stock are in arrears, then during the period (hereinafter called the
"Class Voting Period") commencing with such time and ending when all arrearages
in dividends on the Exchangeable Preferred Stock shall have been paid, the
holders of the Exchangeable Preferred Stock, voting together as a separate
class, are entitled to elect one or more additional directors equal to 30% of
the entire Board of Directors and each share of Exchangeable Preferred Stock is
entitled to one vote in such election of directors. The term of any director so
elected shall expire at the end of the Class Voting Period.

SELLING SHAREHOLDERS

The following table provides certain information with respect to the
Securities held and to be offered under this Prospectus (the "Offering") from
time to time by each Selling Shareholder. Because the Selling Shareholders may
sell all or part of their Securities pursuant to this Prospectus, no estimate
can be given as to the number and percentage of shares of Convertible Preferred
Stock and Class A Common Stock that will be held by each Selling Shareholder
upon termination of the Offering.

Shares of Shares of Shares of
Convertible Preferred Class A Common Class A Common
Stock Offered Stock Offered Stock Beneficially
Pursuant to this Pursuant to this Owned Prior
Selling Shareholder Prospectus1 Prospectus to Offering2
- ------------------ ------------------- ---------------- ------------------

Kevin L. Brosh 226 452 7,394

MetLife - State Street Research
High Income Fund 94,263 188,526 371,830

KS Capital, L.P. 26,089 52,178 0

KS International 6,806 13,612 0

Roy B. McEndre, IRA 226 452 0

International Nederlanden (U.S.)
Finance Corporation 233,688 467,376 0

American Life and Casualty
Insurance Company 68,060 136,120 0

Northeast Investors
Trust 273,659 547,318 1,079,455

E. Mark Noonan 5,000 10,000 7,000

O'Connor & Associates 24,000 48,000 0

Loeb Partners Corporation1 2,687 25,374 0

The Brinson Trust Company, as
Trustee of the Brinson Trust
Company Collective Investment
Trust for Pensions and Profit
Sharing Trusts - The High
Yield U.S. Bond Fund 19,331 38,662 0

Watson Strategic Investments,
L.P. 185,000 370,000 623,700

Credit Research &
Trading LLC 14,960 29,920 0

Variable Insurance Products Fund:
High Income Portfolio 4,000 8,000 0

Fidelity Capital &
Income Fund 634,076 1,268,152 0

Fidelity Puritan Fund 112,098 224,196 0

Fidelity High Yield Bond
Collective Trust,
by Fidelity Management
Trust Company, as
trustee 2,711 5,422 0

Lehman Brothers, Inc. 45,373 90,746 301,480

CPI Securities, L.P. 23,750 47,500 19,100

GRS Partners II 31,750 63,500 0

Value Realization Fund,
L.P. 62,500 125,000 0

Corporate Rebuilding
Managers, L.P. 19,331 38,662 76,250

Scraggy Neck Investors,
L.P. 23,197 46,394 91,500

CARPS IV Ltd. 22,686 45,372 89,490

The SC Fundamental
Value Fund, L.P. 205,677 411,354 254,678

SC Fundamental Value
BVI, LTD. 83,869 167,738 101,657

Certain Funds managed by SC
Fundamental Inc.,
as agent 8,500 17,000 10,500

George Donald Boyer 113 226 0

Mary Ross Gilbert 2,000 4,000 0

Dunlap-Swain Tire 1,134 2,268 0

First Boston Corp. 55,000 110,000 0

Executive Life Insurance
Co. of New York in
Rehabilitation 9,278 18,556 245,700

Bell Atlantic MPT-
Restructuring A/C 70,000 140,000 0
--------- -------
Total 2,381,038 4,762,076
- ------------------------

1 All shares of Convertible Preferred Stock offered pursuant to this
Prospectus were owned by the respective Selling Shareholders prior to the
Offering.

2 Does not include shares of Class A Common Stock offered pursuant to this
Prospectus.

The Company will not receive any of the proceeds from the sale of the
Securities by the Selling Shareholders.

PLAN OF DISTRIBUTION

The Securities may be sold from time to time to purchasers directly by any
of the Selling Shareholders. Alternatively, any of the Selling Shareholders may
from time to time offer the Securities through underwriters, dealers or agents
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the Selling Shareholders and/or the purchasers of the
Securities for whom they may act as agent. The Selling Shareholders and any such
underwriters, dealers or agents who participate in the distribution of the
Securities may be deemed to be underwriters, and any profits on the sale of the
Securities by them and any discounts, commissions or concessions received by any
such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.

The Company has been advised by each Selling Shareholder that the Selling
Shareholders may sell their Securities from time to time in transactions on the
American Stock Exchange, in negotiated transactions, by writing options on the
Securities or by a combination of these methods, at fixed prices which may be
changed, at varying prices determined at the time of sale, at market prices at
the time of sale, at prices related to market prices or at negotiated prices.
Such prices will be determined by the Selling Shareholders or by agreement
between the Selling Shareholders and underwriters or dealers. The Selling
Shareholders may effect these transactions by selling the Securities to or
through broker-dealers, who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
the Securities for whom the broker-dealer may act as an agent or to whom they
may sell the Securities as a principal, or both. The compensation to a
particular broker-dealer may be in excess of customary commissions.

In connection with the Private Placement, the Company entered into a
Registration Rights Agreement with the Selling Shareholders. Pursuant to this
agreement, the Company agreed to use its best efforts (i) to file a registration
statement covering the resale of the Securities held by the Selling Shareholders
within 60 days after the Issuance Date and (ii) to keep such registration
statement effective until the earlier of (x) the date on which the Selling
Shareholders notify the Company that they may dispose of the Securities which
were acquired pursuant to the Private Placement pursuant to rule 144(k) under
the Securities Act or (y) the date on which the Selling Shareholders no longer
own any of such Securities. Under this agreement, if such registration statement
is not continuously effective for 120 days during any six month period, the
Company will make a cash payment to the Selling Shareholders equal to the
product of (x) .00125 and (y) the aggregate liquidation value of the Securities
owned by the Selling Shareholders as of the date of such payment which were
acquired pursuant to the Private Placement (the "Illiquidity Payment"). In the
event that the Company fails to satisfy this test for four consecutive months,
the amount of the cash payment required to be made by the Company will be
increased by 100% of the Illiquidity Payment for such calendar month and for
each consecutive calendar month thereafter in which the Company is obligated to
make an Illiquidity Payment.

Pursuant to the Registration Rights Agreement, the Company has agreed to
indemnify each Selling Shareholder against all liabilities, including
liabilities under the Securities Act, caused by any untrue statement of a
material fact in this Prospectus or by any omission to state a material fact
required to be stated in this Prospectus or necessary to make any statement in
this Prospectus not misleading, except insofar as such liabilities are caused by
any untrue statement or omission in any written information furnished to the
Company by the Selling Shareholder for use in this Prospectus.

In order to comply with certain states' securities laws, if applicable, the
Securities will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Securities may not be sold
unless the Securities have been registered or qualified for sale in such state,
or unless an exemption from registration or qualification is available and is
obtained.

DESCRIPTION OF CAPITAL STOCK

Preferred Stock

The Company is currently authorized to issue up to 5,000,000 shares of
preferred stock, par value $1.00 per share (the "Preferred Stock"). Pursuant to
the Company's Articles, the Board of Directors is authorized, without further
stockholder approval, to issue shares of Preferred Stock in one or more series.
Each such series of Preferred Stock shall have such rights, preferences,
privileges and restrictions, including voting rights, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as
determined by the Board of Directors. Any such Preferred Stock issued by the
Company may rank prior to the Common Stock as to dividend rights, liquidation
preference or both. In connection with the consummation of the Recapitalization,
the Company filed a certificate of designation authorizing the issuance of up to
2,700,000 shares of Exchangeable Preferred Stock and issued 2,533,255 shares of
such stock. On November 23, 1994, holders of 2,381,038 shares of Exchangeable
Preferred Stock exchanged such stock (the "Exchange") for an aggregate of
2,381,038 shares of Little Switzerland Common Stock. Pursuant to the certificate
of designation for the Exchangeable Preferred Stock, all such shares of
Exchangeable Preferred Stock which were exchanged for shares of Little
Switzerland Common Stock were restored to the status of authorized but unissued
shares of Preferred Stock, without designation as to series. Subsequent to the
Exchange and prior to the issuance of the Convertible Preferred Stock, the
Company filed the Certificate of Designation authorizing the issuance of up to
2,533,255 shares of Convertible Preferred Stock.

The issuance of Preferred Stock, while providing desirable flexibility
in connection with a possible investment in the Company, possible acquisitions
by the Company and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from acquiring the Company.

As of January 13, 1995, there were 3 holders of record of Exchangeable
Preferred Stock and 32 holders of record of Convertible Preferred Stock. The
transfer agent for the Exchangeable Preferred Stock and the Convertible
Preferred Stock is State Street Bank and Trust Company.

Common Stock

The Company is authorized to issue up to 40,000,000 shares of Class A
Common Stock and 8,000,000 shares of Class B Common Stock. Except as noted
below, holders of both classes of Common Stock are entitled to receive ratably,
such dividends as may be declared by the Board of Directors. In the event of a
liquidation, dissolution or winding up of the Company, holders of both classes
of Common Stock have the right to a ratable portion of assets remaining after
payment of liabilities and distribution of liquidation preferences to holders of
any outstanding shares of Preferred Stock. See "--Preferred Stock." The holders
of Common Stock have no preemptive rights or, except in the case of the Class B
Common Stock, rights to convert their Common Stock into any other securities and
such holders are not subject to future calls or assessments by the Company. All
outstanding shares of Common Stock are fully paid and non-assessable. The
transfer agent for the Common Stock is State Street Bank and Trust Company.

Class A Common Stock

Each share of Class A Common Stock entitles the holder thereof to one
vote on all matters submitted to the stockholders of the Company generally. All
actions submitted to a vote of stockholders will be voted on by holders of Class
A Common Stock and of Class B Common Stock voting together, provided however,
that twenty-five percent (25%) of the Directors of the Company are Class A
Directors and are elected by a majority vote of the holders of Class A Common
Stock voting separately as a class. Except for the aforementioned election of
Directors and as otherwise provided by law, there is no separate class voting on
any matters. The Class A Common Stock also is entitled to a dividend preference
over the Class B Common Stock. See "--Class B Common Stock." As of January 13,
1995, there were approximately 1001 record holders of the Class A Common Stock.

Class B Common Stock

Each share of Class B Common Stock entitles the holder thereof to ten
(10) votes on all matters submitted to stockholders. All actions submitted to a
vote of stockholders will be voted on by holders of Class

A Common Stock and of Class B Common Stock voting together except as noted
above. See "--Class A Common Stock." Except for the aforementioned election of
Directors and as otherwise provided by law, there is no separate class voting on
any matters.

As of the date of this Prospectus, the Class B Common Stock represents
9.45% of the Company's outstanding equity, but has 51.07% of the combined voting
power of the Company's outstanding Class A Common Stock, Class B Common Stock
and Convertible Preferred Stock (voting on an as-converted basis). Holders of
the Class B Common Stock will be able to elect 75% of the directors of the
Company as long as they hold at least 9.09% of the Company's outstanding equity
(assuming no change in the total number of outstanding shares of Common Stock).
In addition, such holders of Class B Common Stock will have the ability to
approve or disapprove acquisitions, mergers, consolidations and similar
extraordinary transactions requiring a vote of stockholders. See
"--Massachusetts Anti-Takeover Laws and Certain Provisions of the Articles and
By-Laws."

Cash dividends may be declared and paid on Class B Common Stock only if
a dividend of an amount of cash at a quarterly rate no less than $.025 per share
in excess of the dividend on Class B Common Stock will be paid on Class A Common
Stock. The Board in its discretion also may declare and pay a dividend in stock
of the Company, provided, however, that such dividend shall be declared pro rata
on both Class A Common Stock and Class B Common Stock.

Each share of Class B Common Stock is convertible at any time, at the
option of the holder, into one share of Class A Common Stock.

As of January 13, 1995, there were 29 record holders of the Class B
Common Stock.

Registration Rights

In connection with the Recapitalization, the Company entered into a
registration effectiveness agreement with certain securityholders which requires
the Company to keep effective a registration statement covering the New Senior
Secured Notes, New Senior Subordinated Notes and Class A Common Stock owned by
such securityholders. The Company is required to bear all expenses of such
registration, other than certain expenses of the securityholders.

The warrants (the "Warrants") granted to the Financial Advisors in
connection with the Recapitalization provide the Financial Advisors with the
right to have the shares of Class A Common Stock issued upon exercise of the
Warrants registered by the Company in certain circumstances. Capitalized terms
used in this paragraph and not otherwise defined herein are defined in the
Warrants. Pursuant to the Warrants, if, at any time after the date on which the
Warrants are granted, the Company proposes to register any Class A Common Stock
under the Securities Act in connection with the public offering of such
securities for its own account or the account of a security holder or holders
exercising their respective demand rights, other than certain offerings, the
holders of Registerable Securities shall be entitled to include such
Registerable Securities in such registration. If such registration is an
underwritten public offering, the underwriter may exclude from registration some
or all of the Registerable Securities if the underwriter determines that
marketing factors so require. The Company generally is required to bear all
expenses of any registration pursuant to the Warrants, other than certain
expenses of the holders of Registerable Securities.

Massachusetts Anti-Takeover Laws and Certain Provisions of the Articles
and By-Laws

A number of provisions of the Articles and By-Laws deal with matters of
corporate governance and the rights of stockholders. Certain of these
provisions, as well as certain sections of the Massachusetts General Laws, the
Company's two classes of Common Stock, which have unequal voting rights, and the
ability of the Board of Directors to issue shares of Preferred Stock and to set
the voting rights, preferences and other terms thereof, may be deemed to have an
anti-takeover effect and may discourage takeover attempts not first approved by
the Board of Directors (including takeovers which certain stockholders may deem
to be in their best interests). To the extent takeover attempts are discouraged,
temporary fluctuations in the market price of Class A Common Stock, which may
result from actual or rumored takeover attempts, may be inhibited. These
provisions, together with classified Board of Directors, the two classes of
Common Stock and the ability of the Board to issue Preferred Stock without
further stockholder action, also could delay or frustrate the removal of
incumbent Directors or the assumption of control by stockholders, even if such
removal or assumption would be beneficial to stockholders of the Company. These
provisions also could discourage or

make more difficult a merger, tender offer or proxy contest, even if they could
be favorable to the interests of stockholders, and could potentially depress the
market price of Class A Common Stock. The Board of Directors of the Company
believes that these provisions are appropriate to protect the interests of the
Company and all of its stockholders. The Board of Directors has no present plans
to adopt any other measures or devices which may be deemed to have an
"anti-takeover effect."

Under Chapter 110F of the Massachusetts General Laws, a Massachusetts
corporation like the Company with more than 200 stockholders may not engage in a
"business combination" (as defined below) with an "interested stockholder" (as
defined below) for a period of three years after the date of the transaction in
which the person becomes an interested stockholder, unless (i) the interested
stockholder obtains the approval of the Board of Directors prior to becoming an
interested stockholder, (ii) the interested stockholder acquires 90% of the
outstanding voting stock of the corporation (excluding shares held by certain
affiliates of the corporation) at the time it becomes an interested stockholder
or (iii) the business combination is approved by both the Board of Directors and
the holders of two-thirds of the outstanding voting stock of the corporation
(excluding shares held by the interested stockholder). An "interested
stockholder" generally is a person who, together with affiliates and associates,
owns (or at any time within the prior three years did own) 5% or more of the
outstanding voting stock of the corporation. A "business combination" includes a
merger, a stock or asset sale, and certain other specified transactions
resulting in a financial benefit to the interested stockholder.

Under Chapter 110D of the Massachusetts General Laws, any person
(hereinafter, the "acquirer") who makes a bona fide offer to acquire, or
acquires, shares of stock of a Massachusetts corporation like the Company that
when combined with shares already owned, would increase the acquirer's ownership
to at least 20%, 33 1/3%, or a majority of the voting stock of such company,
must obtain the approval of a majority of shares held by all stockholders except
the acquirer and the officers and inside Directors of the corporation in order
to vote the shares acquired.

The Articles contain a super majority voting provision, pursuant to
which 90% of the votes entitled to be voted thereon are required for the
approval of certain business combinations (including mergers, consolidations,
sale of substantially all of the Company's assets, and liquidations), if the
business combination has not been approved by a majority of the Directors then
in office.

The Articles contain a super majority voting provision, pursuant to
which 90% of the votes entitled to be voted thereon are required for the
approval by the stockholders of any amendments, alterations, change, or repeal
of the Articles and By-Laws if such action has not been first approved by the
Company's Board of Directors then in office.

In addition to the above-described provisions, the Articles provide that
Directors may not be removed, with or without cause, except by vote of 90% of
the votes entitled to be voted thereon, or by vote of a majority of the members
of the Board of Directors then in office. The Articles divide the Board of
Directors into three equal classes, with members of each class to serve for
three years. In addition, the By-Laws set forth certain notice and informational
requirements and time limitations on any Director nomination which a stockholder
wishes to propose for consideration at an annual or special meeting of
stockholders.

Indemnification; Limitation of Liability

The By-Laws provide that the Directors and officers of the Company shall
be indemnified by the Company to the fullest extent authorized by Massachusetts
law, as it now exists or may in the future be amended, against all expenses and
liabilities reasonably incurred in connection with service for or on behalf of
the Company. In addition, the Articles provide that the Directors of the Company
will not be personally liable for monetary damages to the Company for certain
breaches of their fiduciary duty as Directors, unless they violated their duty
of loyalty to the Company or its stockholders, acted in bad faith, knowingly or
intentionally violated the law, authorized illegal dividends or redemptions or
derived an improper personal benefit from their actions as Directors.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

General

The discussion set forth below is a summary of the material federal
income tax consequences associated with the ownership and disposition of
Convertible Preferred Stock and Class A Common Stock. The following discussion
represents the opinion of Goodwin, Procter & Hoar, counsel to the Company ("Tax
Counsel"), on the matters associated with such consequences that are material.
The federal income tax discussion set forth below does not purport to be a
complete analysis or listing of all potential tax considerations that may be
relevant to a decision to purchase Convertible Preferred Stock or Class A Common
Stock. The discussion is applicable only to investors who will hold the
Convertible Preferred Stock and Class A Common Stock as "capital assets"
(generally property held for investment within the meaning of Section 1221 of
the Code). It does not address either the tax consequences that may be relevant
to particular categories of investors subject to special treatment under certain
federal income tax laws, such as dealers in securities, banks, insurance
companies, tax-exempt organizations and foreign investors, or any tax
consequences arising under the laws of any state, locality or foreign
jurisdiction. The discussion is based upon currently existing provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed
Treasury Regulations promulgated thereunder and current administrative rulings
and court decisions. All of the foregoing are subject to change, and any such
change could affect the continuing validity of this discussion.

Tax Consequences of Holding Stock

Dividends

Dividends paid to holders of Convertible Preferred Stock or Class A
Common Stock in cash or in additional shares of Convertible Preferred Stock will
be taxable as ordinary income to the extent of the Company's current or
accumulated earnings and profits for tax purposes. In the case of dividends paid
in additional shares of Convertible Preferred Stock, the amount of the taxable
income recognized by a holder will be the fair market value of such additional
shares on the date of distribution. The holder's tax basis in such additional
shares of Convertible Preferred Stock will be the fair market value of the
shares on the distribution date.

To the extent that the amount of any distribution on the Convertible
Preferred Stock or Class A Common Stock, in cash or additional shares of
Convertible Preferred Stock (the amount of such stock distribution being equal
to the fair market value of such stock on the date of distribution), exceeds the
Company's current accumulated earnings and profits for tax purposes, such
distributions will be treated as a return of capital (rather than as ordinary
income) and will be applied against and reduce the adjusted basis of the
Convertible Preferred Stock in the hands of each holder, thus increasing the
amount of gain (or reducing the amount of loss) which may be realized by such
holder upon the sale of such Convertible Preferred Stock. The amount of any
distribution which exceeds the adjusted basis of the Convertible Preferred Stock
in the hands of the holder as of the distribution date will be taxed as capital
gain (provided the Convertible Preferred Stock is held as a capital asset).

Under Section 243 of the Code, distributions received by corporate
holders on the Convertible Preferred Stock or Class A Common Stock, to the
extent of the Company's current or accumulated earnings and profits, will
qualify for the 70% dividends received deduction. However, under Section 246A of
the Code, to the extent that a holder incurs indebtedness "directly
attributable" to the purchase of Convertible Preferred Stock, the deduction for
dividends received on such stock is proportionately disallowed. In addition,
under Section 246(c) of the Code, the dividends received deduction will not be
available with respect to stock which is held for 45 days or less (90 days or
less in the case of a dividend on Convertible Preferred Stock attributable to a
period or periods aggregating more than 366 days). A taxpayer's holding period
for these purposes is reduced by periods during which the taxpayer has an option
to sell, is under a contractual obligation to sell, has made (but not closed) a
short sale of substantially identical stock or securities or is the grantor of
an option to purchase substantially identical stock or securities. A taxpayer's
holding period also is reduced where the taxpayer's risk of loss with respect to
the stock is considered diminished by reason of the taxpayer holding one or more
positions in substantially similar or related property. Proposed regulations
issued on May 26, 1993 offered guidance on the application of this rule. These
proposed regulations are prospective, except for certain specified transactions,
including a short sale of common stock when the taxpayer holds convertible
preferred stock of the same issuer and the price changes of the common stock are
related to price changes on the convertible preferred stock. Further, the
dividends received deduction will also not be available if the taxpayer is under
an obligation to make related payments with respect to positions in
substantially similar or related property. Potential corporate purchasers of the
Convertible Preferred Stock should consult their tax advisors to determine how
these limitations might apply to them.

Special rules may apply to a corporate holder of Convertible Preferred
Stock or Class A Common Stock who receives a dividend with respect to such stock
that is considered to be an "extraordinary dividend" within the meaning of
Section 1059 of the Code. If a corporate holder receives such an extraordinary
dividend with respect to the Convertible Preferred Stock or Class A Common
Stock, and if the holder has not held such stock for more than two years before
the Company declares, announces, or agrees to the amount or payment of such
dividend, whichever is earliest, then the holder's basis in the stock will be
reduced (but not below zero) by any nontaxed portion of the dividend, which
generally is the amount of the dividends received deduction. For purposes of
determining if the Convertible Preferred Stock or Class A Common Stock has been
held for more than two years, rules similar to those that are applicable to
determining how long such stock has been held for purposes of the dividends
received deduction will apply. Upon the sale or disposition of the Convertible
Preferred Stock or Class A Common Stock, any part of the nontaxed portion of an
extraordinary dividend that has not been applied to reduce basis because of the
limitation on reducing basis below zero will be treated as gain from the sale or
exchange of such stock.

An "extraordinary dividend" on the Convertible Preferred Stock or Class
A Common Stock generally will include a dividend received by a holder that: (i)
equals or exceeds either five percent (for preferred stock) or ten percent (for
common stock) of the holder's adjusted basis in the stock, treating all
dividends having ex-dividend dates within an 85-day period as one dividend; or
(ii) exceeds 20 percent of the holder's adjusted basis in the stock (determined
without regard to any reduction for the nontaxed portion of other extraordinary
dividends), treating all dividends having ex-dividend dates within a 365-day
period as one dividend. A holder may elect to use the fair market value of the
stock, rather than its adjusted basis, for purposes of applying the five or ten
percent and 20 percent limitations, if the holder is able to establish such fair
market value to the satisfaction of the Internal Revenue Service (the "IRS"). An
"extraordinary dividend" will also include any amount treated as a dividend upon
a redemption of the Convertible Preferred Stock or Class A Common Stock that is
either part of a partial liquidation of the Company under Section 302(e) of the
Code or not pro rata as to all shareholders, and the basis reduction and gain
recognition rules described in the preceding paragraph will apply to such an
extraordinary dividend without regard to the period the holder held the stock.

A dividend on the Convertible Preferred Stock received by a holder
generally will be a "qualified preferred dividend" if: (i) the stock was not in
arrears as to dividends when acquired by the holder; and (ii) the holder's
actual rate of return on such stock, as determined under Section 1059(e)(3) of
the Code, does not exceed 15 percent. Where a qualified preferred dividend
received with respect to the Convertible Preferred Stock would otherwise be
treated as an extraordinary dividend: (i) the basis reduction rules generally
applicable to extraordinary dividends will not apply if the holder holds the
stock for more than five years; and (ii) if the holder disposes of the stock
before it has been held for more than five years, the aggregate reduction in
basis under such basis reduction rules will not exceed the excess of the
qualified preferred dividends paid on such stock during the period held by the
taxpayer over the qualified preferred dividends which would have been paid
during such period on the basis of the stated rate of return on such stock as
determined under Section 1059(e)(3) of the Code. For purposes of determining if
the Convertible Preferred Stock has been held for more than five years, rules
similar to those that are applicable to determining how long such stock has been
held for purposes of the dividends received deduction will apply.

In addition to the foregoing rules which limit the dividends received
deduction, a corporate holder of the Convertible Preferred Stock in general may,
for purposes of computing its alternative minimum tax liability, be required to
include in its alternative minimum taxable income the amount of any dividends
received deduction allowed in computing regular taxable income.

Adjustment of Conversion Price

Holders of the Convertible Preferred Stock may be deemed to have
received a constructive distribution of stock that is taxable as a dividend if,
among other things, the conversion price of the Convertible Preferred Stock is
adjusted to reflect a cash or property distribution with respect to outstanding
common stock. However, an adjustment to the conversion price made pursuant to a
bona fide reasonable adjustment formula which has the effect of preventing the
dilution of the interests of the holders generally will not be considered to
result in a constructive stock dividend. If a nonqualifying adjustment were
made, the holders of the Convertible Preferred Stock, as indicated above, might
be deemed to have received a taxable stock dividend.

Any such constructive dividends may constitute (and cause other
dividends to constitute) "extraordinary dividends" to corporate holders. Any
such extraordinary dividends would be subject to the rules relating to such
dividends described above.

Redemption Premium

If the redemption price of redeemable preferred stock exceeds its issue
price, all or a portion of the excess may constitute an unreasonable redemption
premium, taxable as a dividend to the extent of the issuing corporation's
current or accumulated earnings and profits over the period during which the
preferred stock cannot be redeemed. In the case of redeemable preferred stock
that the issuer is not required to redeem at a specified time, a premium is
considered to be reasonable if it is in the nature of a penalty for a premature
redemption and if the premium does not exceed the amount the issuer would be
required to pay for the redemption right under market conditions existing at the
time of issuance of the preferred stock. If the redemption premium payable on
the Convertible Preferred Stock is considered unreasonable under the foregoing
rules, a holder of Convertible Preferred Stock would take the amount of such
premium (the excess of the redemption price over the issue price) into income
over the period during which the stock cannot be called for redemption under an
economic accrual method. The Revenue Reconciliation Act of 1990 authorized the
Treasury Department to promulgate new regulations to govern the federal income
tax treatment of redemption premiums on preferred stock. Under proposed
regulations (the "Proposed 305 Regulations") that would not apply to stock
issued before publication of final regulation, and thus would not by their terms
apply to the Convertible Preferred Stock, in the case of redeemable preferred
stock that the issuer is not required to redeem at a specified time, the premium
may be taxable as a dividend only if redemption pursuant to the issuer's call
right is more likely than not to occur. The Proposed 305 Regulations provide
that a redemption is not treated as more likely than not to occur if (i) the
issuer and the holder are not related within the meaning of Section 267(b) or
Section 707(b) of the Code, (ii) there are no arrangements that effectively
required the issuer to redeem the stock, and (iii) the exercise of the right to
redeem would not reduce the yield of the stock. Even if the redemption is more
likely than not to occur, the premium will not be taxable as a dividend if the
premium is solely in the nature of a penalty for premature redemption. A penalty
for premature redemption is a premium paid as a result of changes in economic or
market conditions over which neither the issuer nor the holder has control.
There can be no assurance final regulations will not differ from the Proposed
305 Regulations and have retroactive effect.

Redemption

A redemption of Convertible Preferred Stock for cash will be treated as
a distribution that is taxable as a dividend to the extent of the Company's
current or accumulated earnings and profits unless the redemption (a) is "not
essentially equivalent to a dividend" with respect to the holder under Section
302(b)(1) of the Code; (b) is "substantially disproportionate" with respect to
the holder under Section 302(b)(2) of the Code; or (c) results in a "complete
redemption" of the holder's stock interest in the Company under Section
302(b)(3) of the Code. In determining whether any of these tests have been met,
ownership of all shares of stock of the Company (including common stock and
other equity interests actually owned, as well as shares considered to be owned
by the holder by reason of certain constructive ownership rules set forth in
Section 318 of the Code) must generally be taken into account. If any of the
foregoing tests is met, then, except with respect to declared and unpaid
dividends, if any, the redemption of shares of Convertible Preferred Stock for
cash will result in taxable capital gain or loss equal to the difference between
the amount of cash received and the holder's tax basis in the redeemed shares.
Any capital gain or loss will be long-term capital gain or loss if the
shareholder's holding period exceeds one year. Based on a published IRS ruling,
the redemption of a shareholder's Convertible Preferred Stock for cash will be
treated as "not essentially equivalent to a dividend" if, taking into account
the constructive ownership rules, (a) the shareholder's relative stock interest
in the Company is minimal, (b) the shareholder exercises no control over the
Company's affairs, and (c) there is a reduction in the holder's proportionate
interest in the Company.

If a redemption of Convertible Preferred Stock is treated as
distribution that is taxable as a dividend, as opposed to consideration received
in a sale or exchange, the amount of the distribution will be measured by the
amount of cash received by the holder. The holder's adjusted tax basis in the
Convertible Preferred Stock will be transferred to any remaining stock holdings
in the Company. If the holder does not retain any stock ownership in the
Company, it is unclear whether the holder will lose the basis entirely. Under
Section 1059 of the Code, the term "extraordinary dividend" includes any
redemption of stock that is treated as a dividend and that is non-pro rata as to
all stock, including holders of common stock, irrespective of holding period.
Consequently, to the extent on exchange of Convertible Preferred Stock for cash
constitutes a distribution taxable as a dividend, it may constitute an
"extraordinary dividend" to a corporate shareholder.

Each prospective investor should consult with his tax advisor as to
whether a redemption for cash will be treated as a dividend.

Conversion of Convertible Preferred Stock into Class A Common Stock

No gain or loss generally will be recognized upon conversion of shares
of Convertible Preferred Stock into shares of Class A Common Stock, except with
respect to any cash paid in lieu of fractional shares of Class A Common Stock,
which generally will be capital gain. Additionally, if the conversion takes
place when there is a dividend arrearage on the Convertible Preferred Stock and
the fair market value of the Class A Common Stock exceeds the issue price of the
Convertible Preferred Stock, a portion of the Class A Common Stock received
might be treated as a dividend distribution, taxable as ordinary income. The tax
basis of the Class A Common Stock received upon conversion will be equal to the
tax basis of the shares of Convertible Preferred Stock (assuming the conversion
is not treated as resulting in the payment of a dividend) converted, and the
holding period of the Class A Common Stock will include the holding period of
the shares of Convertible Preferred Stock converted. The tax basis of any Class
A Common Stock treated as a dividend will be equal to its fair market value on
the date of the distribution.

Other Disposition of Convertible Preferred Stock or Class A Common Stock

Upon the sale of shares of Convertible Preferred Stock or Class A Common
Stock to or with a person other than the Company, a holder will recognize
capital gain or loss equal to the difference between the amount realized on such
sale and the holder's adjusted basis in such stock. Any capital gain or loss
recognized will generally be treated as long-term capital gain or loss if the
holder held such stock for more than one year. For this purpose, the period for
which the Convertible Preferred Stock was held would be included in the holding
period of the Class A Common Stock received upon conversion.

Backup Withholding

Under Section 3406 of the Code and applicable regulations thereunder, a
holder of the Convertible Preferred Stock or Class A Common Stock may be subject
to backup withholding at the rate of 31% with respect to dividends paid on, or
the proceeds of a sale or redemption of, the Convertible Preferred Stock or
Class A Common Stock. If: (i) the holder ("payee") fails to furnish or certify a
taxpayer identification number to the payor; (ii) the Service notifies the payor
that the taxpayer identification number furnished by the payee is incorrect;
(iii) there has been a "notified payee underreporting" described in Section
3406(c) of the Code; or (iv) there has been a "payee certification failure"
described in Section 3406(d) of the Code, then the Company generally will be
required to withhold an amount equal to 31% of any dividend or redemption
payment made with respect to the Convertible Preferred Stock or Class A Common
Stock. Any amounts withheld under the backup withholding rules from a payment to
a holder will be allowed as a credit against the holder's federal income tax
liability or as a refund.

THE FOREGOING SUMMARY OF THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE
ACQUISITION AND DISPOSITION OF CONVERTIBLE PREFERRED STOCK AND CLASS A COMMON
STOCK IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING ON AN INDIVIDUAL
BASIS. A PARTICULAR HOLDER S DECISION TO ACQUIRE CONVERTIBLE PREFERRED STOCK AND
CLASS A COMMON STOCK MAY REQUIRE CONSIDERATION OF FEDERAL INCOME TAX CONCERNS OR
ISSUES WHICH ARE NOT DISCUSSED ABOVE. MOREOVER, IN ADDITION TO THE FEDERAL
INCOME TAX CONSEQUENCES DISCUSSED ABOVE, THE ACQUISITION AND DISPOSITION OF
CONVERTIBLE PREFERRED STOCK AND CLASS A COMMON STOCK MAY HAVE SIGNIFICANT STATE,
LOCAL OR FOREIGN INCOME TAX CONSEQUENCES WHICH ARE NOT DISCUSSED ABOVE.
ACCORDINGLY, PROSPECTIVE PURCHASERS OF CONVERTIBLE PREFERRED STOCK AND CLASS A
COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISOR CONCERNING THE TAX
CONSEQUENCES OF SUCH PURCHASE TO SUCH HOLDER, WITH SPECIFIC REFERENCE TO THE
EFFECT OF ITS OWN PARTICULAR FACTS AND CIRCUMSTANCES ON THE MATTERS DISCUSSED
HEREIN.

LEGAL OPINIONS

The legality of the Convertible Preferred Stock, and the shares of Class A
Common Stock issuable upon conversion thereof, has been passed upon for the
Company by Goodwin, Procter & Hoar, Boston, Massachusetts. All material federal
income tax consequences associated with the purchase, ownership and disposition
of the Convertible Preferred Stock has been passed upon by Goodwin, Procter &
Hoar. Richard E. Floor, a Director and Clerk of the Company, is the beneficial
owner of 133,000 shares of Class A Common Stock and his professional corporation
is a partner in the firm of Goodwin, Procter & Hoar. Mr. Floor is also
co-trustee of certain trusts for the benefit of Mr. Carey's minor children which
own, in the aggregate, 186,000 shares of Class A Common Stock and 140,253 shares
of Class B Common Stock.

EXPERTS
The audited financial statements and schedules in the Company's Annual
Report on Form 10-K for the fiscal year ended February 27, 1994 (a copy of which
is incorporated herein by reference), have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

PART II

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth an itemized statement of all expenses
expected to be incurred in connection with the issuance and distribution of the
securities being registered (all of which are estimated).

All expenses in connection with the registration and distribution of the
securities shall be borne by the Company.

Securities and Exchange Commission
filing fee. . . . . . . $2,331
American Stock Exchange filing fee. . . 17,500
Legal fees and expenses . 40,000
Accounting fees and expenses. . . . 12,500
Blue sky fees and expenses. . . . . 2,000
Miscellaneous . . . . . . 1,000
-------
$75,331

Item 15. Indemnification of Directors and Officers

Section 67 of the Business Corporation Law of the Commonwealth of
Massachusetts provides that indemnification of directors, officers, employees or
other agents may be provided by a corporation. Section 13(b)(11/2) of the
Business Corporation Law of the Commonwealth of Massachusetts provides that a
certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Sections 61 or 62 of the
Massachusetts Business Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit.

The Company's Articles of Organization contain a provision which limits the
personal liability of directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director to the extent permitted
above.

Article 9 of the Company's By-Laws provides:

(1) Indemnification. Definitions, for purposes of this section:

(a) A "Director" or "Officer" means any person serving as
a director of the corporation or in any other office filled by
appointment or election by the directors or the stockholders
and also includes (i) a Director or Officer of the corporation
serving at the request of the corporation as a director,
officer, employee, trustee, partner or other agent of another
organization, and (ii) any person who formerly served as a
Director or Officer;

(b) "Expenses" means (i) all expenses (including
attorneys' fees and disbursements) actually and reasonably
incurred in defense of a Proceeding, in being a witness in a
Proceeding, or in successfully seeking indemnification under
this Article, (ii) such expenses incurred in connection with a
Proceeding initiated by a Director or Officer as may be
approved by the Board of Directors, and (iii) any judgments,
awards, fines or penalties paid by a Director or Officer in
connection with a Proceeding or reasonable amounts paid in
settlement of a Proceeding; and

(c) A "Proceeding" means any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and any claim which could be
the subject of a Proceeding.

(2) Right to Indemnification. Except as limited by law, the
corporation shall indemnify its Directors and Officers against
all Expenses incurred by them in connection with any
Proceedings in which they are involved as a result of their
service as a Director or Officer, except that (i) no
indemnification shall be provided for any Director or Officer
regarding a matter as to which it shall be determined pursuant
to Section 5 of this Article or adjudicated that he did not
act in good faith and in the reasonable belief that his action
was in the best interests of the corporation, or with respect
to a criminal matter, that he had reasonable cause to believe
that his conduct was unlawful, and (ii) no indemnification
shall be provided for any Director or Officer with respect to
any Proceeding by or in the right of the corporation or
alleging that a Director or Officer received an improper
personal benefit if he is adjudged liable to the corporation
in such Proceeding or, in the absence of such an adjudication,
if he is determined to be ineligible for indemnification under
the circumstances pursuant to Section 5 of this Article;
provided, however, that indemnification of Expenses incurred
by a Director or Officer in successfully defending a
Proceeding alleging that he received an improper personal
benefit as a result of his status as such may be paid if and
to the extent authorized by the Board of Directors.

(3) Settled Proceedings. If a Proceeding is compromised or settled
in a manner which imposes any liability or obligation upon a
Director or Officer, (i) no indemnification shall be provided
to him with respect to a Proceeding by or in the right of the
corporation unless a court having jurisdiction determines that
indemnification is reasonable and proper under the
circumstances, and (ii) no indemnification shall be provided
to him with respect to any other type of Proceeding if it is
determined pursuant to Section 5 of this Article on the basis
of the circumstances known at that time (without further
investigation) that said Director or Officer is ineligible for
indemnification.

(4) Advance Payments. Except as limited by law, Expenses incurred
by a Director or Officer in defending any Proceeding,
including a Proceeding by or in the right of the corporation,
shall be paid by the corporation to said Director or Officer
in advance of final disposition of the Proceeding upon receipt
of his written undertaking to repay such amount if he is
determined pursuant to Section 5 of this Article or
adjudicated to be ineligible for indemnification, which
undertaking shall be an unlimited general obligation but need
not be secured and may be accepted without regard to the
financial ability of such person to make repayment; provided,
however, that no such advance payment of Expenses shall be
made if it is determined pursuant to Section 5 of this Article
on the basis of the circumstances known at that time (without
further investigation) that said Director or Officer in
ineligible for indemnification.

(5) Determinations; Payments. The determination of whether a
Director or Officer is eligible or ineligible for
indemnification under this Article shall be made in each
instance by (a) a majority of the Directors or a committee
thereof who are not parties to the Proceeding in question, (b)
independent legal counsel appointed by a majority of such
Directors, or if there are none, by a majority of the
Directors in office, or (c) a majority vote of the
stockholders who are not parties to the Proceeding in
question. Notwithstanding the foregoing, a court having
jurisdiction (which need not be the court in which the
Proceeding in question was brought) may grant or deny
indemnification in each instance under the provisions of law
and this Article. The corporation shall be obliged to pay
indemnification applied for by a Director or Officer unless
there is an adverse determination (as provided above) within
45 days after the application. If indemnification is denied,
the applicant may seek an independent determination of his
right to indemnification by a court, and in such event the
corporation shall have the burden of proving that the
applicant was ineligible for indemnification under this
Article.

(6) Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any agent, employee, director
or officer against any liability or cost incurred by him in

any such capacity or arising out of his status as such,
whether or not the corporation would have power to indemnify
him against such liability or cost.

(7) Responsibility With Respect to Employee Benefit Plan. If the
corporation or any of its Directors or Officers sponsors or
undertakes any responsibility as a fiduciary with respect to
an employee benefit plan, then for purposes of indemnification
of such persons under this Article (i) a "Director" or
"Officer" shall be deemed to include any Director or Officer
of the corporation who serves at its request in any capacity
with respect to said plan, (ii) such Director or Officer shall
not be deemed to have failed to act in good faith in the
reasonable belief that his action was in the best interests of
the corporation if he acted in good faith in the reasonable
belief that his action was in the best interests of the
participants or beneficiaries of said plan, and (iii)
"Expenses" shall be deemed to include any taxes or penalties
imposed on such Director or Officer with respect to said plan
under applicable law.
(8) Heirs and Personal Representatives. The indemnification
provided by this Article shall inure to the benefit of the
heirs and personal representatives of a Director or Officer.

(9) Non-Exclusivity. The provisions of this Article shall not be
construed to limit the power of the corporation to indemnify
its Directors or Officers to the full extent permitted by law
or to enter into specific agreements, commitments or
arrangements for indemnification permitted by law. In
addition, the corporation shall have power to indemnify any of
its agents or employees who are not Directors or Officers on
any terms not prohibited by law which it deems to be
appropriate. The absence of any express provision for
indemnification herein shall not limit any right of
indemnification existing independently of this Article.

(10) Amendment. The provisions of this Article may be amended or
repealed by the stockholders; however, no amendment or repeal
of such provisions which adversely affects the rights of a
Director or Officer under this Article with respect to his
acts or omissions at any time before or after such amendment
or repeal, shall apply to him without his consent.

Item 16. Exhibits

4.1 Certificate of Vote of Directors Establishing the Convertible Preferred Filed
Stock, par value $1.00 per share, dated as of November 23, 1994. Herewith

4.3 Indenture governing 10 1/4% Subordinated Notes due 1995 (the "Old *1*(4.1)
10 1/4 Notes"), dated as of July 1, 1985 from Town & Country Jewelry Mfg.
Corporation to The First National Bank of Boston, as Trustee.

4.4 Supplemental Indenture relating to the Old 10 1/4% Notes, dated as of *9*(4.3)
dated as of May 14, 1993, from Town & Country Corporation
to The Bank of New York, as Trustee.

4.5 Amended and Restated Indenture governing the Old 10 1/4% Notes, *9*(4.1)
dated as of May 14, 1993, from Town & Country Corporation to The Bank
of New York, as Trustee.

4.6 Indenture governing 13% Senior Subordinated Notes due #3#(4.2)
December 15, 1998 (the "Old 13% Notes"), dated as of December 16, 1988,
from Town & Country Corporation to Bank of New England, N.A., as
Trustee.

4.7 Supplemental Indenture relating to the Old 13% Notes, dated as *9*(4.4)
of May 14, 1993, from Town & Country Corporation to State
Street Bank and Trust Company, as Trustee.

4.8 Amended and Restated Indenture governing the Old 13% Notes, *9*(4.2)
dated as of May 14, 1993, from Town & Country Corporation to
State Street Bank and Trust Company, as Trustee.

4.9 Indenture governing 11 1/2% Senior Secured Notes due *9*(4.5)
September 15, 1997 dated as of May 14, 1993, from Town & Country
Corporation to Shawmut Bank, N.A., as Trustee, including form of New
Senior Secured Note due September 15, 1997.

4.10 Indenture governing 13% Senior Subordinated Notes due *9*(4.6)
May 31,1997, dated as of May 14, 1993, from Town & Country Corporation
to Bankers Trust Company, as Trustee, including form of 13% Senior
Subordinated Note due May 31, 1998.

4.11 Certificate of Vote of Directors Establishing the Exchangeable *9*(4.7)
Preferred Stock, par value $1.00 per share, dated as of May
14, 1993.

5. Opinion of Goodwin, Procter & Hoar. Filed
Herewith

10.1 1989 Employee Stock Purchase Plan of Town & Country Corporation #1#(10.21)

10.2 Non-Qualified Stock Option dated July 19, 1989, from Town & Country #3#(10.31)
Corporation to Jerome Peterson.

10.3 1985 Amended and Restated Stock Option Plan of Town & Country *2*(10.1)
Corporation.

10.4 Lease Agreement between Town & Country Corporation and Carey *1*(10.2)
Realty Trust dated September 1, 1984.

10.5 Amendment dated July 1, 1989, to the Lease Agreement between *5*(10.8)
Town & Country Corporation and Carey Realty Trust.

10.6 Amendment dated July 27, 1989, to the Lease Agreement between *3*(10.3)
Town & Country Corporation and Carey Realty Trust.

10.7 Lease dated September 1, 1985, between the New York City Industrial #3#(10.30)
Development Agency and Feature Enterprises, Inc.

10.8 Registration Rights Agreement dated as of July 17, 1991, between *8*(10.13)
Little Switzerland, Inc. and Switzerland Holding, Inc.

10.9 Executive Employment Agreement between Town & Country #4#(10.20)
Corporation and C. William Carey effective as of February 28, 1994.

10.10 Executive Employment Agreement between Town & Country #4#(10.21)
Corporation and Francis X. Correra effective as of February 28, 1994.

10.11 Key Man Life Insurance Policy for C. William Carey. #5#(10.22)

10.12 Form of 1993 Management Option. #6#(10.23)

10.13 Trust Agreement dated as of May 14, 1993, by and between *9*(10.22)
Town & Country Corporation and BayBank.

10.14 First Amendment to Lease Agreement dated as of May 1, 1993, *9*(10.8)
between the New York City Industrial Development Agency and Town &
Country Fine Jewelry Group, Inc.

10.15 Amended and Restated Consignment Agreement dated as of *9*(10.9)
May 14, 1993, by and among Town & Country Corporation, L.G. Balfour
Company, Inc., Gold Lance, Inc., and Town & Country Fine Jewelry
Group, Inc. and Fleet Precious Metals, Inc.

10.16 Amended and Restated Consignment Agreement dated as of *9*(10.10)
May 14, 1993, by and among Town & Country Corporation, L.G. Balfour
Company, Inc., Gold Lance, Inc., and Town & Country Fine Jewelry
Group, Inc. and Rhode Island Hospital Trust National Bank.

10.17 Amended and Restated Consignment Agreement dated as of *9*(10.11)
May 14, 1993, by and among Town & Country Corporation, L.G. Balfour
Company, Inc., Gold Lance, Inc., and Town & Country Fine Jewelry
Group, Inc. and ABN Amro Bank, N.V.

10.18 Amended and Restated Consignment Agreement dated as of *9*(10.12)
May 14, 1993, by and among Town & Country Corporation, L.G. Balfour
Company, Inc., Gold Lance, Inc. and Town & Country Fine Jewelry
Group, Inc. and Republic National Bank of New York.

10.19 Letter Agreement dated as of May 6, 1993, between Little Switzerland, *9*(10.14)
Inc. and Town & Country Corporation relating to the Switzerland
Holding, Inc. Registration Rights Agreement.

10.20 Loan Agreement dated as of May 14, 1993, by and among Town & *9*(10.15)
Country Corporation, L.G. Balfour Company, Inc., Gold Lance, Inc.,
and Town & Country Fine Jewelry Group, Inc. and Foothill Capital
Corporation.

10.21 Form of Letter dated as of November 4, 1994, to Certain Holders of Filed
Town & Country Exchangeable Preferred Stock from Town & Country Herewith
relating to the offer by Town & Country to issue shares of Convertible
Preferred Stock.

10.22 Form of Registration Rights Agreement dated as of November 23, 1994 Filed
between Town & Country Corporation and the holders of Town & Country Herewith
Convertible Preferred Stock signatory thereto.

10.23 Form of Letter Agreement dated as of November 15, 1994 by and among Filed
Town & Country Corporation, L.G. Balfour Company, Inc., Gold Lance, Herewith
Inc. and Town & Country Fine Jewelry Group, Inc. and Fleet Precious
Metals, Inc., Rhode Island Hospital Trust National Bank, ABN-AMRO
Bank, N.V. and Republic National Bank of New York.

10.24 Registration Effectiveness Agreement dated as of May 14, 1993, *9*(10.23)
between Town & Country Corporation and Certain Funds
managed by Fidelity Management & Research Company.

10.25 Collateral Agency and Intercreditor Agreement dated as of *9*(10.16)
May 14, 1993, between Town & Country Corporation, Town &
Country Fine Jewelry Group, Inc., Gold Lance, Inc., L.G. Balfour
Company, Inc., Foothill Capital Corporation, Fleet Precious Metals,
Inc., Rhode Island Hospital Trust National Bank, Republic National
Bank, ABN AMRO Bank, N.V., Bankers Trust Company, Shawmut
Bank, N.A., and Chemical Bank.

11 Earnings Per Share Computations. Filed
Herewith

12.1 Historical and Pro Forma Ratios of Earnings to Fixed Charges. Filed
Herewith

12.2 Pro Forma Ratio of Earnings to Fixed Charges and Exchangeable Filed
Preferred Stock Dividends and Accretion. Herewith

13. Quarterly Report on Form 10-Q for the fiscal quarter ended Filed
November 27, 1994. Herewith

23.1 Consent of Goodwin, Procter & Hoar. (included as part of Filed
Exhibit 5 hereto) Herewith

23.2 Consent of Arthur Andersen LLP relating to Town & Country Filed
Corporation. Herewith

23.3 Consent of Goodwin, Procter & Hoar regarding certain tax matters. Filed
Herewith

25.1 Power of Attorney for Town & Country Corporation (included in Filed
Part II of this Registration Statement). Herewith

99 Specimen Stock Certificate for Convertible Preferred Stock. Filed
Herewith

- ---------------

*1* Incorporated by reference to the designated exhibit of the Registration
Statement on Form S-1 No. 2-97557 filed June 21, 1985.

*2* Incorporated by reference to the designated exhibit in the Annual Report on
Form 10-K, Commission File number 0-14394 filed May 26, 1987.

*3* Incorporated by reference to the designated exhibit in the Annual Report on
Form 10-K, Commission File number 0-14394 filed May 18, 1988.

*4* Incorporated by reference to the designated exhibit in the Annual Report on
Form 10-K, Commission File number 0-14394 filed May 26, 1989.

*5* Incorporated by reference to the designated exhibit in the Annual Report on
Form 10-K, Commission File number 0-14394 filed May 25, 1990.

*6* Incorporated by reference to the designated exhibit in the Annual Report on
Form 10-K, Commission File number 0-14394 filed June 13, 1991.

*7* Incorporated by reference to the designated exhibit in the Current Report on
Form 8-K, Commission File number 0-14394 filed November 21, 1991.

*8* Incorporated by reference to the designated exhibit of the Annual Report on
Form 10-K, Commission File number 0-14394 filed July 6, 1992.

*9* Incorporated by reference to the designated exhibit of the Annual Report on
Form 10-K, Commission File number 0-14394 filed May 28, 1993.

#1# Incorporated by reference to the designated exhibit of the Registration
Statement on Form S-2 No. 33-25092 filed October 20, 1988.

#2# Incorporated by reference to the designated exhibit of Amendment No. 1 to
the Registration Statement on Form S-2 No. 33-25092 filed November 8, 1988.

#3# Incorporated by reference to the designated exhibit of Amendment No. 2 to
the Registration Statement on Form S-2 No. 33-25437 filed December 12, 1988.

#4# Incorporated by reference to the designated exhibit of Post-Effective
Amendment No. 2 to the Registration Statement on Form S-2 No. 33-49028
filed July 26, 1994.

#5# Incorporated by reference to the designated exhibit of Amendment No. 2 to
the Registration Statement on Form S-4 No. 33-49028 filed
September 15, 1992.

#6# Incorporated by reference to the designated exhibit of Amendment No. 6 to
the Registration Statement on Form S-4 No. 33-49028 filed March 12, 1993.

Item 17. Undertakings

The undersigned Registrant hereby undertakes as follows:

(a) (1) The undersigned registrant hereby undertakes:

(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(A) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(B) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(C) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(iv) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided, that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(1)(iv) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chelsea, State of
Massachusetts, on January 20, 1995.

TOWN & COUNTRY CORPORATION

By:/s/ Francis X. Correra
_____________________________________
Francis X. Correra
Senior Vice President and Chief Financial
Officer

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints C. William Carey, Richard E. Floor and Francis X.
Correra, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments or post-effective
amendments to this Registration Statement and to file the same and all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
which they, or any of them, may deem necessary or advisable to be done in
connection with said Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for any or all of them, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities of 1933, this Registration
Statement has been duly signed by the following persons in the capacities and on
the date set forth above.

Signature
Title

/s/ C. William Carey
-------------------- President, Treasurer, and January 20, 1995
C. William Carey Director (Principal Executive
Officer)

/s/ Francis X. Correra
--------------------- Senior Vice President and January 20, 1995
Francis X. Correra Chief Financial Officer
(Principal Financial and
Accounting Officer)

/s/ Richard E. Floor
-------------------- Director January 20, 1995
Richard E. Floor

/s/ Charles Hill
-------------------- Director January 20, 1995
Charles Hill

/s/Mone Anathan III
-------------------- Director January 20, 1995
Mone Anathan III

/s/ William Schawbel
-------------------- Director January 20, 1995
William Schawbel