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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

MICHAEL ANTHONY JEWELERS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MICHAEL ANTHONY JEWELERS
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:

--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------
(5) Total fee paid:
-----------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------
(3) Filing Party:
------------------------------------------------------
(4) Date Filed:
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2
[Michael Anthony Logo]

May 26, 1995

Dear Fellow Stockholder:

You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held at 10:00 A.M. on Monday, June 26, 1995 at the American
Stock Exchange located at 86 Trinity Place, New York, New York.

You will be asked at the meeting to approve the election of three directors
constituting Class 2 of the Board of Directors. The Board of Directors
recommends that you vote FOR each director nominated.

The Board of Directors will also report on the Company's affairs and a
discussion period will be held for questions and comments.

The Board of Directors appreciates and encourages stockholder participation
in the Company's affairs. Whether or not you plan to attend the meeting, it is
important that your shares be represented. Accordingly, please sign and date the
enclosed proxy and mail it in the envelope provided at your earliest
convenience.

Thank you for your cooperation.

Very truly yours,
/s/ Michael Paolercio
Michael Paolercio
Co-Chairman of the Board and
Chief Executive Officer
3

MICHAEL ANTHONY JEWELERS, INC.
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

Mount Vernon, New York
May 26, 1995

The Annual Meeting of the Stockholders of Michael Anthony Jewelers, Inc.
will be held at the American Stock Exchange located at 86 Trinity Place, New
York, New York on Monday, June 26, 1995 at 10:00 A.M. for the following
purposes:

1. To elect three (3) directors to Class 2 of the Board of Directors
to serve until 1998 or until their successors are duly elected and take
office.

2. To transact any other business which may properly come before the
meeting.

Stockholders of record at the close of business on May 2, 1995 will be
entitled to notice of and to vote at the meeting.

Stockholders who are unable to attend the meeting in person are requested
to complete, date and return the enclosed form of proxy in the postage paid
envelope provided. No postage is required if mailed in the United States.

M. Frances Durden
Secretary

YOUR VOTE IS IMPORTANT.

YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.
4

MICHAEL ANTHONY JEWELERS, INC.

115 SOUTH MACQUESTEN PARKWAY
MOUNT VERNON, NEW YORK 10550

---------------------------
PROXY STATEMENT
---------------------------

INTRODUCTION

This Proxy Statement is furnished to the holders of Common Stock, $.001 per
share ("Common Stock"), of Michael Anthony Jewelers, Inc. (the "Company") in
connection with the solicitation of proxies on behalf of the Board of Directors
of the Company for use at the Annual Meeting of Stockholders to be held on June
26, 1995, or at any adjournment or postponement thereof, pursuant to the
accompanying Notice of Annual Meeting of Stockholders. A form of proxy for use
at the meeting and a return envelope for the proxy are enclosed. Stockholders
may revoke the authority granted by their execution of proxies at any time
before their effective exercise by filing with the Secretary of the Company a
written revocation or duly executed proxy, bearing a later date, or by voting in
person at the meeting.

This Proxy Statement and the accompanying form of proxy for use at the
meeting are being solicited by the Board of Directors of the Company. The proxy
materials and annual report are being mailed to stockholders with this Proxy
Statement on or about May 26, 1995. Proxies will be solicited chiefly by mail,
but additional solicitation may be made by the employees of the Company. All
solicitation expenses, including costs of preparing, assembling and mailing the
proxy material, will be borne by the Company.

The purposes of the meeting are to (i) elect three members to Class 2 of
the Board of Directors for a three year term expiring in 1998 or until their
successors are duly elected and take office and (ii) transact any other business
which may properly come before the meeting. While the Company is not currently
aware of any other matters which will come before the meeting, if any other
matters do properly come before the meeting, the persons designated as proxies
intend to vote in accordance with their best judgment on such matters. Shares
represented by executed and unrevoked proxies will be vote FOR each of the
nominees for director, unless otherwise indicated on the form of proxy. Votes
will be tabulated by or under the direction of an Inspector of Election who will
certify the results at the meeting. Abstentions are counted in determining the
total number of votes cast. While not counted as votes for or against a
proposal, abstentions have the same effect as votes against a proposal. If a
broker or other nominee holding shares for a beneficial owner does not vote on a
proposal (broker non-votes), the shares will not be counted in determining the
number of votes cast. Directors are elected by a plurality of votes cast, and
the affirmative vote of the holders of a majority of the shares represented at
the meeting and entitled to vote is required for approval of any other matter
anticipated to be considered at the meeting.
5

ELECTION OF DIRECTORS

At the Annual Meeting, three directors for Class 2 of the Board of
Directors are to be elected for three-year terms expiring in 1998 or until their
successors are duly elected and take office. Unless otherwise specified, the
enclosed proxy will be voted FOR each of the persons named below. All three of
the nominees are currently serving as directors of the Company. In the event any
nominee is unable to serve as a director, the shares represented by a proxy will
be voted for the person, if any, who is designated by the Board of Directors to
replace the nominee. The Board of Directors has no reason to believe that any of
the nominees will be unable to serve if elected.

In the event that a vacancy may occur during the term of a director, such
vacancy may be filled by the Board of Directors for the remainder of the full
term. In addition, the vacancy in Class 3 of the Board of Directors may be
filled by the Board prior to the next annual meeting. The directors will be
elected by a plurality of the votes cast at the meeting. Directors who are not
salaried officers of the Company receive $5,000 per fiscal year, plus $1,000 per
meeting.

The nominees and continuing directors, their ages, the year in which each
first became a director and their principal occupations or employment during the
past five years are:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINATED DIRECTOR
DESIGNATED ON THE PROXY

NOMINEES FOR DIRECTOR

CLASS 2
FOR A TERM EXPIRING IN 1998

HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
- ------------------------------ --- -------------- -------------------------------------

Michael W. Paolercio(1)(2).... 44 1977 Co-Chairman of the Board of the
Company since 1986. Chief Executive
Officer of the Company (or its
predecessor) since 1977. President
of the Company from 1977 to 1993.
Michael Paolercio is Anthony
Paolercio's brother and married to
Michelle Light, an executive
officer of the Company.

Allan Corn(2)................. 51 1989 Since 1990, Senior Vice President of
the Company and Chief Financial
Officer of the Company since 1988.
From 1987 to 1988, Vice President
and Controller of the Company. From
1983 to 1987, Vice President-
Finance of D. Chabbott, a jewelry
importer and distributor.

1
6

HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE AND BUSINESS EXPERIENCE
- ------------------------------ --- -------------- -------------------------------------

Mark A. Kurland(3)(4)......... 46 1993 Since 1990, Senior Managing Director
of Bear Stearns & Co., Inc. From
1983 to 1990, General Partner and
Co-Head of Institutional Equity of
Mabon, Nugent.

CONTINUING DIRECTORS

CLASS 3
TERM EXPIRING IN 1996

Anthony Paolercio, Jr.(2) 42 1977 Co-Chairman of the Board and
Executive Vice President of the
Company since 1986. Chief Operating
Officer of the Company (or its
predecessor) from 1977 to 1993.
Anthony Paolercio is Michael
Paolercio's brother.

Fredric R. Wasserspring(2)(3) 48 1986 Since 1993, President and Chief
Operating Officer of the Company.
President of Prudential-Bache Metal
Co. Inc. from 1986 to 1993.

CLASS 1
TERM EXPIRING IN 1997

HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE DURING THE PAST FIVE YEARS
- ------------------------------ --- -------------- -------------------------------------

Michael Anthony Paolercio..... 48 1986 Since February 1993, Senior Vice
President and Treasurer of the
Company. From 1991 to 1993,
financial consultant to the
Company. First Senior Vice
President of National Community
Bank of New Jersey from 1990 to
1991. Senior Vice President of
First Fidelity Bank, N.A., New
Jersey from 1987 to 1990. Mr.
Paolercio is Michael and Anthony
Paolercio's cousin.

2
7

HAS SERVED AS PRINCIPAL OCCUPATION
NAME AGE DIRECTOR SINCE DURING THE PAST FIVE YEARS
- ------------------------------ --- -------------- -------------------------------------

Michael K.L. Wager(1)(3)(4)... 43 1988 Since 1989, a partner in the law firm
of Benesch, Friedlander, Coplan &
Aronoff, counsel to the Company.
Prior to that time, engaged in
private practice of law with New
York-based firms. Assistant
Secretary of the Company from 1989
to 1991 and Secretary of the
Company from 1991 to September
1994. In September 1994, Mr. Wager
again became Assistant Secretary of
the Company. Mr. Wager is also a
director of American Speedy
Printing Centers, Inc. and Reynard
International Partners Ltd.

Jerome Peterson(4)............ 60 1993 Private investor and jewelry industry
consultant. Vice-Chairman of the
Board of Directors of Feature
Enterprises, Inc. from 1988 to
1992. Prior to 1988, served as
Chairman of the Board, President
and Chief Executive Officer of
Feature Enterprises, Inc.
- ---------------
<FN>
(1) Member of Nominating Committee

(2) Member of Executive Committee

(3) Member of Audit Committee

(4) Member of Compensation Committee

The following persons serve as executive officers of the Company in
addition to certain of the persons set forth above:

- Michelle Light, age 36, has been Senior Vice President of Marketing since
March, 1993, and previously served as Senior Vice President of
Merchandising for the Company since 1991. Prior to joining the Company,
Ms. Light had been employed by Jan Bell Marketing, Inc. since 1984 and
served as Jan Bell's Senior Vice President of Merchandising since 1988.
Ms. Light is married to Michael W. Paolercio.

- RoseAnn Bosco, age 45, has been Senior Vice President of Human Resources
for the Company since 1991 and Chief Administrative Officer since 1986.
Ms. Bosco also served as Vice President of Human Resources for the
Company from 1986 until 1991.

- Frances Durden, age 39, has been a Senior Vice President of the Company
since March 1995 and General Counsel and Secretary of the Company since
September, 1994. Prior to

3
8

joining the Company, Ms. Durden had been an attorney since 1986 with
Benesch, Friedlander, Coplan & Aronoff, outside legal counsel to the
Company.

The Board of Directors has an Executive Committee, which met eleven times
during the seven month period ended January 28, 1995 (the "Transition Period").
The Executive Committee is authorized to exercise all of the powers of the
Board, except for approving those matters that would require stockholder
approval, declaring a dividend or authorizing the issuance of stock.

The Board of Directors has an Audit Committee, which met one time during
the Transition Period. The primary functions of the Audit Committee are to
provide assistance to the Board of Directors in fulfilling its responsibilities
related to corporate accounting and reporting practices and to maintain a direct
line of communication among directors, the internal accounting staff and the
independent accountants. In addition, the Audit Committee approves the
professional services provided by the independent accountants of the Company
prior to the performance of such services and considers the range of audit fees.

The Board of Directors also has a Compensation Committee, which met one
time during the Transition Period. The primary functions of the Compensation
Committee are to provide assistance to the Board of Directors in assessing and
approving the compensation of the Company's officers. The Compensation Committee
also administers the Company's 1986 Incentive Stock Option Plan (the "1986
Plan"), the 1993 Long Term Incentive Plan (the "Long Term Incentive Plan") and
the 1993 Non-Employee Directors' Stock Option Plan (the "Directors' Plan").

The Board of Directors has a Nominating Committee, which met one time
during the Transition Period. The primary functions of the Nominating Committee
are to make nominations to fill vacancies on the Board or a committee of the
Board. The Nominating Committee will consider nominees recommended by
stockholders, if the nominations are submitted timely in writing and the nominee
has agreed in writing to serve, if elected.

During the Transition Period, the Board of Directors had six meetings and
each director attended at least 75% of the aggregate number of meetings of the
Board of Directors and standing committees on which he served.

BENEFICIAL OWNERSHIP OF COMMON STOCK

On May 2, 1995, the Company had outstanding 8,586,701 shares of Common
Stock. Each share of Common Stock is entitled to one vote upon each of the
matters to be presented at the meeting. The holders of a majority of the shares
of Common Stock, present in person or by proxy and entitled to vote, will
constitute a quorum at the meeting. Stockholders of record at the close of
business on May 2, 1995 will be entitled to vote at the meeting.

The following table sets forth information as of May 2, 1995 regarding
Common Stock owned beneficially by (1) each person known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock, (2) each
director and each person nominated to become a director, (3) each of the
Company's executive officers named in the Summary

4
9

Compensation Table set forth below and (4) all present officers and directors of
the Company as a group.

AMOUNT AND
NATURE OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP(1)(2) COMMON STOCK
- --------------------------------------- --------------- ------------

Liberty Investment Management.......... 1,005,400 11.7%
2502 Rocky Point Drive
Tampa, Florida 33607

BEA Associates......................... 509,600 5.9%
153 East 53rd Street
New York, New York 10022

Brinson Partners, Inc.................. 832,950 9.7%
209 S. LaSalle Street
Chicago, Illinois 60604

Michael W. Paolercio................... 1,044,000(3) 12.1%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550

Anthony Paolercio, Jr.................. 1,171,500(4) 13.6%
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550

Fredric R. Wasserspring................ 70,164(5) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550

Michelle Light......................... 33,332(6) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550

Allan Corn............................. 38,000(7) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550

Michael Anthony Paolercio.............. 37,166(8) *
c/o Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550

Michael K.L. Wager, Esq................ 32,499(9) *
c/o Benesch, Friedlander, Coplan &
Aronoff
2300 BP America Building
200 Public Square
Cleveland, Ohio 44114

5
10

AMOUNT AND
NATURE OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP(1)(2) COMMON STOCK
- --------------------------------------- --------------- ------------

Mark A. Kurland........................ 1,667(10) *
Bear Stearns & Company
245 Park Avenue
New York, New York 10167

Jerome Peterson........................ 1,767(11) *
100 Winston Drive
Cliffside Park, New Jersey 07010

All officers and directors as a group 2,443,428(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) 28.4%
(11 persons)...........................
- ---------------
<FN>
* Less than 1%

(1) Unless otherwise indicated, the persons shown have sole voting and
investment power over the shares listed.

(2) Common Stock includes all outstanding Common Stock plus, as required for
the purpose of determining beneficial ownership (in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended), all Common Stock
subject to any right of acquisition, through exercise or conversion of any
security, within 60 days of the record date declared for the Company's
Annual Meeting of Stockholders.

(3) Includes 290,000 shares held by trusts for the benefit of Michael
Paolercio's minor children, of which Mr. Paolercio disclaims beneficial
ownership.

(4) Includes 458,000 shares held by trusts for the benefit of Anthony
Paolercio, Jr.'s minor children, of which Mr. Paolercio disclaims
beneficial ownership.

(5) Consists of (i) 1,000 shares held by Mr. Wasserspring, individually, (ii)
15,000 shares held by Mr. Wasserspring's spouse, (iii) 17,500 shares
subject to currently exercisable warrants and (iv) 36,664 shares subject to
currently exercisable stock options. Mr. Wasserspring has also received the
following options to purchase an additional 28,336 shares: (A) a portion of
an option under the Directors' Plan for 1,666 shares which will vest on
April 22, 1996 at an exercise price of $4.19 per share, (B) a portion of an
option under the Long Term Incentive Plan for 16,670 shares which will vest
on June 14, 1996 at an exercise price of $5.75 per share and (C) an option
under the Long Term Incentive Plan for 10,000 shares, which will vest
annually over a three-year period that commences on August 10, 1995 in
installments of 3,333 shares, 3,333 shares of 3,334 shares, respectively,
at an exercise price of $6.125 per share.

(6) Consists of 33,332 shares subject to currently exercisable stock options.
Ms. Light has also received the following options to purchase an additional
16,668 shares: (A) a portion of an outstanding option under the Long Term
Incentive Plan for 6,668 shares which will vest on April 26, 1996 at an
exercise price of $4.125 per share and (B) an option under the Long Term
Incentive Plan for 10,000 shares which will vest annually over a three-year
period that commences on August 10, 1995 in installments of 3,333 shares,
3,333 shares and 3,334 shares, respectively, at an exercise price of $6.125
per share.

(7) Consists of (i) 3,000 shares held by Mr. Corn, individually, and (ii)
35,000 shares subject to currently exercisable stock options. Mr. Corn also
has a portion of an option under the Long Term Incentive Plan for 5,000
shares which will vest on April 26, 1996 at an exercise price of $4.125 per
share.

(8) Consists of (i) 3,000 shares held by Mr. Paolercio, individually, (ii)
17,500 shares subject to currently exercisable warrants and (iii) 16,666
shares subject to currently exercisable stock options. Mr. Paolercio has
also received the following options to purchase an additional 11,334
shares: (A) a portion of an option under the Long Term Incentive Plan for
8,334 shares which will vest on April 26, 1996 at an exercise price of
$4.125 per share and (B) an option under the Long Term Incentive Plan

6
11

for 3,000 shares which will vest annually over a three-year period that
commences on August 10, 1995 in equal annual installments of 1,000 shares
at an exercise price of $6.125 per share.

(9) Consists of (i) 1,000 shares held by Mr. Wager, individually, (ii) 6,500
shares held in a retirement plan of which Mr. Wager is the sole
beneficiary, (iii) 20,000 shares subject to currently exercisable warrants
and (iv) 4,999 shares subject to currently exercisable stock options. Mr.
Wager has also received the following options to purchase an additional
10,001 shares; (A) a portion of an option under the Directors' Plan for
1,667 shares which will vest on April 22, 1996 at an exercise price of
$4.19 per share; (B) a portion of an option under the Directors' Plan to
purchase an additional 3,334 shares which will vest annually over a
two-year period that commences on April 22, 1996 in installments of 1,667
shares, at an exercise price of $5.00 per share and (C) an option under the
Directors' Plan to purchase an additional 5,000 shares which will vest
annually over a three-year period that commences on April 22, 1996 in
installments of 1,666 shares, 1,667 shares and 1,667 shares, respectively,
at an exercise price of $3.50 per share.

(10) Consists of 1,667 shares subject to a currently exercisable stock option.
Mr. Kurland also has received the following options to purchase an
additional 8,333 shares; (A) a portion of an option under the Directors'
Plan to purchase an additional 1,667 shares and 1,666 shares, which will
vest on November 15, 1995 and November 15, 1996, respectively, at an
exercise price of $8.00 per share; and (B) an option under the Directors'
Plan to purchase an additional 5,000 shares which will vest annually over a
three-year period that commences on November 15, 1995 at an exercise price
of $6.625 per share.

(11) Consists of (i) 100 shares held by Mr. Peterson individually and (ii) 1,667
shares subject to a currently exercisable stock option. Mr. Peterson also
has received the following options to purchase an additional 8,333 shares;
(A) a portion of an option under the Directors' Plan to purchase an
additional 1,667 shares and 1,666 shares, which will vest on November 15,
1995 and November 15, 1996, respectively, at an exercise price of $8.00 per
share; and (B) an option under the Directors' Plan to purchase an
additional 5,000 shares which will vest annually over a three-year period
that commences on November 15, 1995 at an exercise price of $6.625 per
share.

(12) Includes 12,333 shares subject to currently exercisable options granted to
RoseAnn Bosco and 1,000 shares held by Ms. Bosco, individually. Ms. Bosco
also has a portion of an outstanding option under the Long Term Incentive
Plan for 1,667 shares which will vest on April 26, 1996 at an exercise
price of $4.125 per share. In addition, Frances Durden received an option
under the Long Term Incentive Plan for 20,000 shares which vest annually
over a three-year period that commenced on September 6, 1994 in
installments of 6,666 shares, 6,666 shares and 6,668 shares, respectively,
at an exercise price of $5.75 per share.

7
12

STOCK OPTIONS AND WARRANTS

The 1986 Incentive Stock Option Plan (the "1986 Plan") was adopted to
provide a method whereby employees of the Company who were making substantial
contributions to the successful management and growth of the Company would be
offered an opportunity to acquire Common Stock. The Compensation Committee of
the Board of Directors administered the 1986 Plan and recommended to the Board
which employees should be granted options thereunder.

The Company reserved 500,000 shares of Common Stock for issuance under the
1986 Plan, from its authorized but unissued shares. On April 1, 1991, the
Company registered 500,000 shares of its Common Stock, to be issued under the
1986 Plan, pursuant to a Registration Statement on Form S-8 under the Securities
Act of 1933. All of the authorized shares reserved for issuance under the 1986
Plan are subject to stock options which have been granted.

The 1993 Long Term Incentive Plan (the "Long Term Incentive Plan") was
adopted to encourage ownership of the Company's Common Stock by officers and
other key employees, to encourage their continued employment with the Company
and to provide the participants with additional incentives to promote the
success of the Company. Grants or awards of stock options, stock appreciation
rights, restricted stock awards, stock bonus awards and performance plan awards
are authorized under the Long Term Incentive Plan. The Compensation Committee of
the Board of Directors administers the Long Term Incentive Plan and recommends
to the Board which officers and employees should receive grants or awards
thereunder.

The Company has reserved 1,000,000 shares of Common Stock for issuance
under the Long Term Incentive Plan, from its authorized but unissued shares. As
of May 2, 1995, eight officers and approximately 50 employees were eligible to
participate in the Long Term Incentive Plan and stock options for an aggregate
of 335,500 shares had been granted.

The 1993 Non-Employee Director's Stock Option Plan (the "Directors' Plan")
was adopted to encourage non-employee directors of the Company to acquire or
increase their ownership of the Company's Common Stock on reasonable terms and
to foster a strong incentive for such directors to put forth maximum effort for
the continued success and growth of the Company. The Company has reserved
250,000 shares of Common Stock from its authorized but unissued shares for the
granting of non-qualified stock options to current and future non-employee
directors of the Company under the Directors' Plan. Under the Directors' Plan,
an option to purchase 5,000 shares of Common Stock is granted automatically on
the first day of a non-employee director's term and on each anniversary of such
date for so long as a non-employee director remains on the Board, not to exceed
a maximum of options to acquire 100,000 shares of Common Stock per non-employee
director. As of May 2, 1995, stock options to purchase an aggregate of 35,000
shares had been granted under the Directors' Plan. The non-employee directors
eligible to receive stock options under such plan are Michael Wager, Mark
Kurland and Jerome Peterson.

Prior to the adoption of the Directors' Plan, the Board of Directors
awarded warrants to purchase shares of Common Stock to the Company's
non-employee directors.

8
13

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides certain summary information relating to cash
and other compensation earned by, awarded to or paid to the Company's Chief
Executive Officer and each of the other four most highly compensated executive
officers of the Company. The periods covered are as follows: "7 Mo. 1995" is the
Transition Period from July 1, 1994 to January 28, 1995, which is the result of
a change in the Company's fiscal year-end; "FY 1994" is the period from July 1,
1993 through June 30, 1994; "FY 1993" is the period from July 1, 1992 through
June 30, 1993; and "FY 1992 is the period from July 1, 1991 through June 30,
1992.

LONG-TERM
COMPENSATION
-------------
ANNUAL COMPENSATION AWARDS
-------------------------------- -------------
OPTIONS/ ALL OTHER
NAME AND SALARY BONUS SARS COMPENSATION
PRINCIPAL POSITION PERIODS ($) ($) (#) ($)
- ----------------------------------- ----------- ---------- ---------- ------------- ------------

Michael W. Paolercio............... 7 Mo. 1995 $ 151,666(1)(2) -- -- --
Co-Chairman of the Board, FY 1994 $ 260,000(1)(2) $ 41,600 -- --
Chief Executive Officer FY 1993 $ 255,000(1) $ 35,000 -- $283,079(3)
FY 1992 $ 260,000(1) $ 44,000 -- --

Anthony Paolercio, Jr.............. 7 Mo. 1995 $ 151,666(1)(2) -- -- --
Co-Chairman of the Board FY 1994 $ 260,000(1)(2) $ 41,600 -- --
and Executive Vice FY 1993 $ 261,000(1) $ 35,000 -- $270,348(4)
President FY 1992 $ 280,000(1) $ 44,000 -- --

Fredric R. Wasserspring............ 7 Mo. 1995 $ 131,250(1) -- 10,000(6) --
President and Chief FY 1994 $ 225,000(1) $ 36,000 -- --
Operating Officer FY 1993 $ 8,654(1)(5) -- 55,000(7) --

Michelle Light..................... 7 Mo. 1995 $ 116,666 -- 10,000(9) --
Senior Vice President of FY 1994 $ 200,000 $ 28,000 -- --
Marketing FY 1993 $ 205,062 $ 35,000 20,000(10) --
FY 1992 $ 151,973(8) $ 20,800 20,000(11) --

Allan Corn......................... 7 Mo. 1995 $ 87,966(1) -- -- --
Chief Financial Officer and FY 1994 $ 150,800(1) $ 21,250 -- --
Senior Vice President FY 1993 $ 148,400(1) $ 35,000 15,000(12) --
FY 1992 $ 151,050(1) $ 27,500 5,000(13) --

- ---------------
<FN>
(1) Excludes certain personal benefits to Messrs. Paolercio, Paolercio,
Wasserspring and Corn, the exact value of which cannot be ascertained by
the Company, but which does not exceed $10,000 in the aggregate for any
officer.

(2) Excludes an expense allowance of $1,250 per month.

(3) The cash value of a life insurance policy transferred by the Company to
Michael Paolercio.

(4) The cash value of a life insurance policy transferred by the Company to
Anthony Paolercio.

(5) Mr. Wasserspring commenced employment with the Company in fiscal 1993 on
June 13, 1993.

(6) Mr. Wasserspring received an option under the Long Term Incentive Plan to
purchase 10,000 shares which vest annually over a three-year period that
commences August 10, 1995 in installments of 3,333 shares, 3,333 shares and
3,334 shares, respectively, at an exercise price of $6.125 per share.

(7) Mr. Wasserspring received (a) an option under the Directors' Plan for 5,000
shares which vest annually over a three-year period that commenced on April
22, 1994 in installments of 1,667 shares, 1667 shares and 1,666 shares,
respectively, at an exercise price of $4.19 per share and (b) an option
under the Long Term Incentive Plan for

9
14

50,000 shares which vest annually over a three-year period that commenced
on June 14, 1994 in installments of 16,665 shares, 16,665 shares and 16,670
shares, respectively, at an exercise price of $5.75 per share.

(8) Ms. Light commenced employment with the Company in fiscal 1992 on August
27, 1991.

(9) Ms. Light received an option under the Long Term Incentive Plan to purchase
10,000 shares which vest annually over a three-year period that commences
August 10, 1995 in installments of 3,333 shares, 3,333 shares and 3,334
shares, respectively, at an exercise price of $6.125 per share.

(10) Ms. Light received an option under the Long Term Incentive Plan to purchase
20,000 shares which vest annually over a three-year period that commenced
April 26, 1994 in installments of 6,666 shares, 6,666 shares and 6,668
shares, respectively, at an exercise price of $4.125 per share.

(11) Ms. Light received an option under the 1986 Plan to purchase 20,000 shares
which vest annually over a three-year period that commenced April 14, 1993
in installments of 6,666 shares, 6,667 shares and 6,667 shares,
respectively, at an exercise price of $3.63 per share.

(12) Mr. Corn received an option under the Long Term Incentive Plan to purchase
15,000 shares which vest in equal installments of 5,000 shares on an annual
basis over a three-year period that commenced April 26, 1994 at an exercise
price of $4.125 per share.

(13) Mr. Corn received an option under the 1986 Plan to purchase 5,000 shares
which vest annually over a three-year period that commenced April 14, 1993
in installments of 1,666 shares, 1,667 shares and 1,667 shares,
respectively, at an exercise price of $3.63 per share.

EMPLOYMENT AGREEMENTS

The Company does not have existing employment agreements with its executive
officers with the exception of Mr. Wasserspring. The Company and Mr.
Wasserspring entered into an agreement dated June 14, 1993 (the "Wasserspring
Agreement"), for a term of three years. Under the Wasserspring Agreement, Mr.
Wasserspring may be terminated at any time with or without cause. However, if
Mr. Wasserspring is terminated without cause or resigns for any of the reasons
enumerated in the Wasserspring Agreement (a "Severance Event") he is entitled to
(i) his full base salary through the effective date of a Severance Event, (ii) a
severance payment according to a formula set forth in the Wasserspring
Agreement, (iii) all reasonable legal fees incurred as a result of the Severance
Event, (iv) all employee benefit plans, programs and arrangements for one year
after a Severance Event and (v) any awards under stockholder compensation plans
of the Company.

10
15

STOCK OPTIONS AND SARS

The following table sets forth the information noted for all grants of
stock options and stock appreciation rights ("SARs") to each of the executive
officers named in the Summary Compensation Table during the Transition Period:

OPTION/SAR GRANTS IN TRANSITION PERIOD

INDIVIDUAL GRANTS
----------------------------- POTENTIAL
% OF TOTAL REALIZABLE VALUE
OPTIONS/ AT ASSUMED ANNUAL
SARS RATES OF STOCK PRICE
OPTIONS/ GRANTED TO APPRECIATION
SARS EMPLOYEES EXERCISE FOR OPTION TERM
GRANTED IN THE PRICE EXPIRATION ------------------------
NAME # TRANSITION PERIOD ($/SH) DATE 5% ($) 10% ($)
- ---------------------------------------- ----------------- -------- ----------- ---------- ----------

Michael W. Paolercio............ None -- -- -- -- --
Anthony Paolercio............... None -- -- -- -- --
Fredric R. Wasserspring......... 10,000(1) 11% 6.125 8/10/99 $ 15,061 $ 32,910
Michelle Light.................. 10,000(2) 11% 6.125 8/10/99 $ 15,061 $ 32,910
Allan Corn...................... None -- -- -- -- --

- ---------------
<FN>
(1) Mr. Wasserspring received an option under the Long Term Incentive Plan on
August 10, 1994 to purchase 10,000 shares which vest annually over a
three-year period commencing August 10, 1995 in installments of 3,333
shares, 3,333 shares and 3,334 shares, respectively, at an exercise price of
$6.125 per share.

(2) Ms. Light received an option under the Long-term Incentive Plan on August
10, 1994 to purchase 10,000 shares which vest annually over a three-year
period commencing August 10, 1995 in installments of 3,333 shares, 3,333
shares and 3,334 shares, respectively, at an exercise price of $6.125 per
share.

11
16

The following table sets forth the information noted for the number and
values of unexercised stock options, warrants and SARs held by each of the
executive officers named in the Summary Compensation Table at the end of the
Transition Period:

AGGREGATED OPTION/SAR EXERCISES IN TRANSITION PERIOD
AND OPTION/SAR VALUES AT END OF TRANSITION PERIOD

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT END OF AT END OF
TRANSITION PERIOD(#) TRANSITION PERIOD($)
SHARES -------------------- --------------------
ACQUIRED ON VALUE EXERCISABLE(E)/ EXERCISABLE(E)/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE(U) UNEXERCISABLE(U)
- --------------------------------------------- ------------ -------------------- --------------------

Michael W. Paolercio............. -- -- -- --
Anthony Paolercio................ -- -- -- --
Fredric R. Wasserspring.......... -- -- 54,164(E)(1) $ 0(E)(2)
28,336(U) $ 0(U)
Michelle Light................... -- -- 33,332(E)(3) $6,160(E)(2)
16,668(U) $ 0(U)
Allan Corn....................... -- -- 35,000(E)(4) $1,540(E)(2)
5,000(U) $ 0(U)
- ---------------
<FN>
(1) Consists of a warrant to purchase 7,500 shares ("Option 1"), a warrant to
purchase 5,000 shares ("Option 2"), a warrant to purchase 5,000 shares
("Option 3"), an option under the Directors' Plan for 5,000 shares ("Option
4"), an option under the Long Term Incentive Plan for 50,000 shares ("Option
5") and an option under the Long Term Incentive Plan for 10,000 shares
("Option 6"). All 7,500 shares of Option 1 are exercisable at an exercise
price of $4.00 per share. All 5,000 shares of Option 2 are exercisable at an
exercise price of $4.50 per share. All 5,000 shares of Option 3 are
exercisable at an exercise price of $4.00 per share. On April 22, 1994,
1,667 shares of Option 4 became exercisable and on April 22, 1995, an
additional 1,667 shares became exercisable, with the remaining 1,666 shares
to become exercisable on the same date in 1996 at an exercise price of $4.19
per share. On June 14, 1994, 16,665 shares of Option 5 became exercisable
and on June 14, 1995, an additional 16,665 shares will become exercisable,
with the remaining 16,670 shares to become exercisable on the same date in
1996 at an exercise price of $5.75 per share.

(2) Based on the closing stock price at January 27, 1995 of $3.938 per share.

(3) Consists of an option under the 1986 Plan for 20,000 shares ("Option 1"), an
option under the Long Term Incentive Plan for 20,000 shares ("Option 2") and
an option under the Long Term Incentive Plan for 10,000 shares ("Option 3").
All 20,000 shares of Option 1 are currently exercisable at an exercise price
of $3.63 per share. On April 26, 1994, 6,666 shares of Option 2 became
exercisable and on April 26, 1995, an additional 6,666 shares became
exercisable, with the remaining 6,668 shares to become exercisable on the
same date in 1996 at an exercise price of $4.125 per share.

(4) Consists of an option under the 1986 Plan for 20,000 shares ("Option 1"), an
option under the 1986 Plan for 5,000 shares ("Option 2") and an option under
the Long Term Incentive Plan for 15,000 shares ("Option 3"). All 20,000
shares of Option 1 are exercisable at a price of $4.00 per share. All 5,000
shares of Option 2 are exercisable at $3.63 per share. On April 26, 1994,
5,000 shares of Option 3 became exercisable and on April 26, 1995, an
additional 5,000 shares became exercisable, with the remaining 5,000 shares
to become exercisable on the same date in 1996 at an exercise price of
$4.125 per share.

12
17

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Michael K.L. Wager, Esq., a director of the Company and Chairman of the
Compensation Committee, is a partner in the firm of Benesch, Friedlander, Coplan
& Aronoff, counsel to the Company, which provided the Company with general legal
services during the Transition Period.

The following Report of the Compensation Committee and the Performance
Graph included in this Proxy Statement shall not be deemed to be incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into the filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates
this Report or the Performance Graph by reference therein, and shall not be
deemed soliciting material or otherwise deemed filed under either of such Acts.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors of the Company
establishes the general compensation policies of the Company, establishes the
compensation levels for executive officers and administers the Company's Long
Term Incentive Plan. The Compensation Committee (the "Committee") is composed of
three independent directors.

EXECUTIVE OFFICER COMPENSATION

Individual executive officer compensation generally includes base salary,
annual incentive bonus and long-term incentive awards under the Company's Long
Term Incentive Plan. Salaries are determined annually based on factors that
include (i) job responsibilities, (ii) individual performance, ability and
experience, (iii) salaries at comparably-sized companies and (iv) specific
considerations that may be of particular importance to the Company at the time.

Annual cash bonuses are determined based on factors that include the
Company's performance as measured by earnings from operations before taxes and
individual performance targets established annually for each officer. Individual
performance targets are proposed annually by each executive officer based on the
Company's short-term and long-term strategic plans and are subject to the
approval of the Company's Chief Executive Officer and the Committee. The Chief
Executive Officer's annual performance targets are subject to the approval of
the Committee. An award of a cash bonus by the Committee is intended to reflect
and promote the Company's values and reward the individual officers for
outstanding contributions to the Company's performance.

Long term incentive awards under the Company's Long Term Incentive Plan are
an important component of the Company's compensation philosophy. The Committee
believes that it is essential for the Company's executive officers to own
significant amounts of Common Stock in order to align the long-term interests of
such executives with those of the Company's stockholders and to encourage such
officers to increase stockholder value. The awards under the Long Term Incentive
Plan to date to each of the executive officers are described on pages 5 to 7 of
this Proxy Statement. With certain limited exceptions, upon the exercise of a
stock option, executives are expected to retain the shares received, after
satisfying the cost of exercise and taxes, in order to grow their equity
position in the Company. The Committee believes that the ownership of Common
Stock by each of the executive officers will encourage such officers to act

13
18

on behalf of all stockholders and to optimize the Company's overall performance.
These awards also aid in retaining executive officers and will assist in the
Company attracting the most qualified individuals in the future.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Compensation Committee determined the Chief Executive Officer's
compensation for the Transition Period based upon a number of facts and
criteria, including consideration of the Company's overall performance and his
individual performance targets. The Chief Executive Officer's salary was
determined based on a review by the Committee of the Chief Executive Officer's
performance and a review of salaries of executives of the Peer Group Index (as
hereinafter defined). The Chief Executive Officer was not awarded a bonus for
the Transition Period due to decreased earnings from operations. During the
Transition Period, the Chief Executive Officer did not receive any grants under
the Long Term Incentive Plan.

DEDUCTIBILITY

It is the present intention of the Company to preserve the deductibility
under the Internal Revenue Code of compensation paid to its executive officers.

CONCLUSION

No cash bonuses were awarded for the Transition Period, due to decreased
earnings from operations. This reflects the Committee's belief that executive
compensation should be linked to the Company's performance and the value that is
created for stockholders.

In the Committee's opinion, the Company's executive officers are properly
compensated at the present time when compared with others in comparable
positions in companies of similar size.

Compensation Committee

Michael K.L. Wager, Chairman
Mark A. Kurland
Jerome Peterson

14
19

COMPANY PERFORMANCE

The following graph compares the cumulative total stockholder return on the
Company's Common Stock, the AMEX Market Index, and the peer group index over a
five-year period commencing July 1, 1990. The Peer Group Index consists of a
group of companies that both manufacture and distribute precious metal jewelry
as follows: Oro America, Inc., Harlyn Products, Inc., and Town & Country Corp.
The Company believes the Peer Group Index is comparable with the Company, since
the companies included in the Peer Group Index are jewelry manufacturers and
distributors (both wholesale and retail) like the Company. In calculating
cumulative total stockholder return, reinvestment of dividends was assumed, and
the returns of each member of the Peer Group Index are weighted for market
capitalization. The Company believes that this information demonstrates that the
compensation earned by its executive officers reflects the Company's performance
and the value that is created for stockholders.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MICHAEL ANTHONY JEWELERS,
AMEX MARKET INDEX AND PEER GROUP INDEX

<FN>
ASSUMES $100 INVESTED ON JULY 1, 1989
ASSUMES DIVIDEND REINVESTED
TRANSITION PERIOD ENDING JANUARY 28, 1995

15
20

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock, to
file initial statements of beneficial ownership (Form 3), and statements of
changes in beneficial ownership (Forms 4 or 5), of Common Stock of the Company
with the Securities and Exchange Commission (the "SEC") and the AMEX. Officers,
directors and greater than ten-percent stockholders are required by SEC
regulation to furnish the Company with copies of all such forms they file.

To the Company's knowledge, based on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no additional forms were required for those persons, the company believes that
during the Transition Period, all filing requirements applicable to its
officers, directors, and greater than ten-percent beneficial owners were
complied with.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The manufacturing and distribution facilities of the Company are located in
two adjacent buildings in Mount Vernon, New York having a total of approximately
52,000 square feet. Pursuant to two lease agreements entered into in May 1991
with Michael Anthony Company ("MAC"), a New York general partnership, the
general partners of which are Michael W. Paolercio ("MP") and Anthony Paolercio
("AP"), the Company pays an average annual rent of $479,000 over the term of the
leases, plus real estate taxes and other occupancy costs. Commencing in October
1993, the Company leased space from MAC as it became available in another
adjacent building on a month-to-month basis. By November 1994 the Company leased
the entire premises of approximately 22,000 square feet at a monthly rental of
$10,000 per month. The Company plans to expand its manufacturing and
distribution facilities utilizing this premises. The Company believes that the
terms of these lease arrangements with MAC are no less favorable than those that
could have been obtained from an unaffiliated party.

On December 1, 1994, the Company acquired its corporate headquarters
premises in Mount Vernon, New York (the "Headquarters Property") from MAC. The
Headquarters Property has approximately 71,000 square feet.

A Special Real Estate Committee of the Board of Directors, comprised of the
Company's independent, outside directors obtained an appraisal of the
Headquarters Property, and after review of the appraisal and negotiation with
MAC as to the terms of purchase of the Headquarters Property, recommended the
acquisition to the Company's Board of Directors. On November 28, 1994, the Board
of Directors voted unanimously, with MP abstaining and AP absent, to authorize
the acquisition of the Headquarters Property on the following terms.

Under the terms of a Contract of Sale, dated November 28, 1994, the Company
agreed to acquire the Headquarters Property for the sum of $2,490,000. The
Company funded the acquisition of the Headquarters Property with cash from its
operations.

Michael K.L. Wager, a director of the Company, is a partner in the firm of
Benesch, Friedlander, Coplan & Aronoff, counsel to the Company, which provided
the Company with general legal services during the Transition Period.

16
21

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

Deloitte & Touche LLP has been the independent accountants for the Company
since April 1, 1989 and will serve in that capacity for the 1996 fiscal year.
During the Transition Period, Deloitte & Touche LLP performed audit and tax
services for the Company, which included an audit of the Company's consolidated
financial statements.

A representative of Deloitte & Touche LLP will be present at the Annual
Meeting. Such representative will have an opportunity to make a statement if he
or she desires to do so and will be available to respond to appropriate
questions from stockholders.

STOCKHOLDERS PROPOSALS

All stockholder proposals which are intended to be presented at the 1996
Annual Meeting of Stockholders of the Company must be received by the Company no
later than February 29, 1996 for inclusion in the Board of Directors' Proxy
Statement and form of proxy relating to the meeting.

OTHER BUSINESS

The Board of Directors knows of no other business to be acted upon at the
meeting. However, if any other business properly comes before the meeting, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their best judgment.

The prompt return of the proxy will be appreciated and helpful in obtaining
the necessary vote. Therefore, whether or not you expect to attend the meeting,
please sign the proxy and return it in the enclosed envelope.

By the Order of the Board of
Directors
/s/ M. Frances Durden
M. Frances Durden
Secretary
Dated: May 26, 1995

17
22

___
|___|

1. ELECTION OF DIRECTORS FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] EXCEPTIONS [ ]
listed below for all nominees listed below.

Nominees: Michael Paolercio Allan Corn Mark Kurland
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and strike a line through
that nominee's name.)

I PLAN TO ATTEND THE ANNUAL MEETING [ ] I HAVE NOTED COMMENTS BELOW [ ]

Please sign this proxy and return it promptly whether or not you plan to attend the meeting. If signing for a corporation or
partnership, or as an agent, attorney or fiduciary, indicate the capacity in which you are signing. If you do attend the meeting
and decide to vote by ballot, such vote will supersede this proxy.

Change of Address [ ]

Signatures must agree with the name(s) printed on
this proxy. If shares are registered in two names,
both stockholders should sign this proxy. If signing
as attorney, executor, administrator, trustee or
guardian, please give your full title as such.

Dated: ____________________________________ , 1995

_________________________________________________
Signature

VOTES MUST BE INDICATED [ ]
(X) IN BLACK OR BLUE INK.
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

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

MICHAEL ANTHONY JEWELERS, INC.
PROXY/VOTING INSTRUCTIONS CARD

THIS IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING ON JUNE 26, 1995

The undersigned hereby appoints Michael W. Paolercio, Frederic R. Wasserspring and M. Frances Durden, and each of them,
as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote as designated herein
all the shares of Common Stock of Michael Anthony Jewelers, Inc. represented hereby and held of record by the undersigned on May 2,
1995, at the Annual Meeting of Stockholders to be held at the American Stock Exchange located at 86 Trinity Place, New York, New
York, on June 26, 1995, at 10:00 a.m. and at any postponements of adjournments thereof, upon all subjects that may properly come
before the meeting, including the matters described in the proxy statement furnished herewith. This proxy, when properly executed,
will be voted in the manner directed herein by the undersigned stockholder and in accordance with the determination of the named
proxies, and any of them, on any other matters that may properly come before the meeting. If this proxy is signed and returned and
no directions are given, this proxy will be voted "FOR" each of the nominees for director listed under item 1 of this card, and in
accordance with the determination of the named proxies, and any of them, on any other matters that may properly come before the
meeting. If you have made any comments on this card, please mark the Comments box on the reverse of this card.

(Continued on other side)
MICHAEL ANTHONY JEWELERS, INC.
P.O. BOX 11316
NEW YORK, N.Y. 10203-0316