Edgar Filing: CROSS A T CO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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 [ ]

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Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

A. T. Cross Company
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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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[A.T. Cross Company Logo]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 2005

TO THE SHAREHOLDERS OF A.T. CROSS COMPANY:

Notice is hereby given that the annual meeting of shareholders of A.T.
Cross Company (the "Company") will be held on Thursday, April 28, 2005 at 10:00
a.m. at the offices of the Company, One Albion Road, Lincoln, Rhode Island
02865, for the following purposes:

1. Fixing the number of directors at nine, of which three shall be Class A
directors and six shall be Class B directors (by holders of Class A and Class B
common stock voting together as a single class).

2. Electing three Class A directors (by holders of Class A common stock
only) and six Class B directors (by holders of Class B common stock only) to
hold office until the next annual meeting of shareholders or until their
successors are duly elected and qualified.

3. Transacting such other and further business as may properly come before
said meeting upon which the holders of Class A common stock or Class B common
stock, respectively, are entitled to vote.

The stock transfer books will not be closed. The close of business on March
1, 2005 has been fixed as the record date for determining shareholders entitled
to vote at the annual meeting or any adjournments or postponements thereof, and
only holders of record of Class A common stock or Class B common stock as of
that time are entitled to receive notice of and to vote at said meeting or any
adjournments or postponements thereof.

By order of the Board of Directors

/s/ Tina C. Benik
Tina C. Benik
Vice President, Legal and Human
Resources
Corporate Secretary

March 29, 2005

PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT AS PROMPTLY AS
POSSIBLE. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, THE PROXY WILL NOT BE
USED.

[A.T. CROSS LOGO]

ONE ALBION ROAD
LINCOLN, RHODE ISLAND 02865

PROXY STATEMENT
FOR ANNUAL SHAREHOLDERS' MEETING
APRIL 28, 2005

This statement is furnished in connection with the accompanying proxy
which is solicited by the Board of Directors of A.T. Cross Company (the
"Company") from holders of Class A common stock of the Company for use at the
annual meeting to be held April 28, 2005 at 10:00 a.m. at the offices of the
Company, One Albion Road, Lincoln, Rhode Island 02865. Any shareholder giving a
proxy may revoke the same prior to its exercise by filing a later proxy with the
Company, by attending the meeting and voting in person, or by giving notice in
writing or in person to the Corporate Secretary. If not revoked, the persons
named in the accompanying proxy will vote such proxy in the manner specified
therein and, in the discretion of the persons named, for or against any matter
upon which holders of Class A common stock are entitled to vote which properly
comes before the meeting and which has been omitted from the proxy and proxy
statement. The cost of solicitation of proxies, including the cost of
reimbursing brokerage houses and other custodians, nominees or fiduciaries for
forwarding proxies and proxy statements to their principals, will be borne by
the Company. Solicitation may be made in person or by telephone or telegraph by
officers or regular employees of the Company, who will not receive additional
compensation. In addition, the Company has retained Georgeson Shareholder
Communications Inc., New York, N.Y., to aid in the solicitation of proxies. The
charges of such firm, estimated at $6,000, plus expenses, will be paid by the
Company. This proxy statement and the enclosed form of proxy are expected to be
sent to shareholders on or about March 29, 2005.

A copy of the Company's annual report for the year 2004 containing
financial statements for the year ended January 1, 2005 is also enclosed, but is
not to be considered a part of the proxy soliciting material.

As of March 1, 2005 the Company had outstanding 13,206,641 shares of
Class A common stock and 1,804,800 shares of Class B common stock. Only
shareholders of record at the close of business on that date are entitled to
vote at the annual meeting. Shareholders shall be entitled to one vote for each
share held on the foregoing record date with respect to matters on which shares
of that class are eligible to vote.

SHAREHOLDERS' PROPOSALS

Any proposal of a shareholder intended to be presented at the next
annual meeting of the Company, scheduled to be held April 27, 2006, must be
received by the Company's Corporate Secretary not later than November 30, 2005
for inclusion in the proxy statement and form of proxy relating to that meeting.
Any shareholder proposal intended to be presented at the next annual meeting of
the Company without being included in the proxy statement and form of proxy
relating to such meeting must be received by the Company's Corporate Secretary
not later than February 9, 2006.

VOTING RIGHTS

Holders of Class A common stock have the right to elect one-third of
the number of directors from time to time fixed by the holders of Class A and
Class B common stock voting together as a single class; provided, however, that
if the total number of directors is not evenly divisible by three, then the
holders of Class A common stock have the right to elect that number of directors
which is the nearest whole number when the total number of directors is divided
by three. Holders of Class B common stock have the right to elect the remaining
directors. It is proposed that the number of directors for the ensuing year be
fixed at nine (see "Election of Directors" on page 4), and if this proposal is
adopted, holders of Class A common stock will have the right to elect three
directors.

In addition, holders of Class A and Class B common stock vote together
as a single class:

a) For the reservation in the future of shares to be issued pursuant
to options

granted or to be granted to directors, officers or employees; and

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

(1) An officer, director or holder of ten percent or more of
either Class A or Class B common stock has an interest in the
transaction;

(2) The transaction would, in the reasonable judgment of the
Board of Directors, presently or potentially increase by
nineteen and one-half percent or more the aggregate of the
Class A or Class B common stock outstanding immediately prior
to such transaction; or

(3) The transaction would involve the issuance of any Class A or
Class B common stock and in the reasonable judgment of the
Board of Directors the value of the consideration furnished
by the Company is nineteen and one-half percent or more of
the aggregate market value of all Class A and Class B common
stock outstanding immediately prior to such transaction.

If the consummation of any transaction described above would, with
respect to either the Class A common stock or the Class B common stock, result
in a change in the designations, preferences, limitations or relative rights of
the shares of such class or have certain other effects as specified in the
Company's articles, the holders of Class A and Class B common stock vote as
separate classes on such transaction.

Except as stated above or otherwise required by law, all voting power
is vested in the holders of Class B common stock so long as any shares of Class
B common stock are outstanding.

VOTING PROCEDURES

The numbers of Class A and Class B directors will be fixed by vote of the
holders of a majority of the Class A and Class B shares present at the annual
meeting in person or represented by proxy, voting as a single class. The Class A
directors will be elected in each case by vote of the holders of a majority of
the Class A shares present or represented at the meeting, and the Class B
directors will be similarly elected by the holders of a majority of the Class B
shares.

Shares represented by proxies which are marked "abstain" with respect to
fixing the number of directors or "withheld" with respect to the election of any
particular nominee for director, will be counted as shares present and entitled
to vote, and accordingly any such marking of a proxy will have the same effect
as a vote against the proposal to which it relates. The Board of Directors does
not know of any matters which will be brought before the meeting other than
those specifically set forth in the accompanying Notice of Annual Meeting. If
any other matters are presented to the meeting, the persons named in the
enclosed proxy have discretionary authority to vote and will vote all proxies
with respect to such matters in accordance with their judgment.

Under the rules of the American Stock Exchange, on which the Class A shares
are listed, brokers who hold Class A shares in street name have the authority to
vote such shares on certain items, including fixing the number of and electing
directors, unless they have received instructions from the beneficial owners to
the contrary, in which case the shares are to be voted or the votes relating
thereto withheld, as directed by the beneficial owners. Such rules also provide
that brokers may not vote shares held in street name on certain other matters
without specific instructions from their customers. Shares subject to such
"broker non-votes" will not be treated as shares entitled to vote on the matters
to which they relate and will have no effect on the outcome of the voting on
such matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 1, 2005 (except as otherwise
noted) certain information concerning the ownership of shares of Class A or
Class B common stock of the Company by (i) each person or group known by the
Company to beneficially own more than 5% of the outstanding Class A or Class B
common stock, (ii) each director and nominee for director, (iii) each executive
officer named in the Summary Compensation Table on page 10, and (iv) all
directors and executive officers as a group. Except as otherwise indicated, each
person named has sole investment and voting power with respect to the securities
shown.

NUMBER OF SHARES PERCENT OF CLASS
------------------------------------- ------------------
NAME CLASS A CLASS B(1) CLASS A CLASS B
---- --------- ---------- ------- -------

Russell A. Boss(2) 1,724,246(3)(4)(5)(6) 1,804,800(4)(5) 13.0% 100%
Marjorie B. Boss(8) 850,931(3)(5) 902,400(5) 6.4% 50%
Paul A. Silver(9) 831,000(5) 902,400(5) 6.3% 50%
Edward P. Pieroni(10) 726,000(4) 902,400(4) 5.5% 50%
John B. Costello(11) 726,000(4) 902,400(4) 5.5% 50%
Bank of America Corporation(12) 2,409,670 -- 18.2% --
Dimensional Fund Advisors, Inc.(13) 850,700 -- 6.4% --
Bradford R. Boss(14) 180,157(6) 1.4% --
Bernard V. Buonanno, Jr. 30,414(6) -- * --
Edward J. Cooney 3,946 -- * --
Galal P. Doss(15) 4,240,464(6) -- 32.0% --
Terrence Murray 48,818(6)(16)(17) -- * --
Andrew J. Parsons 16,514(6) -- * --
James C. Tappan 29,501(6) -- * --
David G. Whalen(18) 939,020(6)(7) -- 6.7% --
Stephen A. Perreault 116,086(6) -- * --
Peter J. Leon 38,000(6) -- * --
Tina C. Benik 112,163(6) -- * --
Peter J. Canole 45,201(6) -- * --
All directors and executive officers
as a group (16 persons) 7,658,742(19) 1,804,800 58.0% 100%

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(1) The Class B common stock is convertible share for share into Class A common
stock at any time at the option of the holder. If all of the Class B shares
were converted into Class A shares, Mr. R. Boss, Mrs. M. Boss, Mr. Silver,
Mr. Pieroni and Mr. Costello would be the beneficial owners of 23.54%,
12.41%, 12.27%, 11.53% and 11.53%, respectively, of the outstanding Class A
common shares.
(2) Mr. R. Boss's address is One Albion Road, Lincoln, Rhode Island 02865.
(3) Excludes shares beneficially owned by spouse.
(4) Mr. R. Boss, Mr. Costello and Mr. Pieroni are co-trustees of the W. Russell
Boss, Jr. Trust A. The co-trustees jointly exercise investment and voting
powers with respect to the assets of the trust. The 726,000 shares of Class
A common stock and 902,400 shares of Class B common stock held by such
trust are included in the amounts above for each of the co-trustees.
(5) Mr. R. Boss, Mrs. M. Boss (the wife of Mr. R. Boss) and Mr. Silver are
co-trustees of the W. Russell Boss, Jr. Trust B. The co-trustees jointly
exercise investment and voting powers with respect to the assets of the
trust. The 831,000 shares of Class A common stock and 902,400 shares of
Class B common stock held by such trust are included in the amounts above
for each of the co-trustees.
(6) Includes the following Class A shares subject to options exercisable within
60 days: Mr. B. Boss -- 26,818; Mr. R. Boss -- 26,818; Mr. Buonanno --
26,914; Mr. Doss -- 12,000; Mr. Murray -- 26,818; Mr. Parsons -- 12,000;
Mr. Tappan -- 26,501; Mr. Whalen -- 717,685; Mr. Perreault -- 101,166; Mr.
Leon -- 38,000; Mr. Canole -- 44,667; and Ms. Benik -- 104,153.
(7) Includes 150,000 Class A shares as to which Mr. Whalen has sole voting
power but no investment power during the restricted period.
(8) Mrs. M. Boss's address is One Albion Road, Lincoln, Rhode Island 02865.
(9) Mr. Silver's address is 1500 Fleet Center, Providence, Rhode Island 02903.
(10) Mr. Pieroni's address is One State Street, Suite 200, Providence, Rhode
Island 02908.
(11) Mr. Costello's address is c/o Andsagar, Bartlett & Pieroni, L.L.P., One
State Street, Suite 200, Providence, Rhode Island 02908.
(12) Bank of America Corporation has sole voting power with respect to 1,203,035
shares, shared voting power with respect to 1,206,635 shares, sole
dispositive power with respect to 125,435 shares, and shared dispositive
power with respect to 2,281,935 shares. Information based on its Schedule
13G filed with the SEC on February 11, 2005, which reported ownership as of
December 31, 2004. The address of Bank of America Corporation is 100 North
Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte, NC
28255.
(13) Information based on its Schedule 13G filed with the SEC on February 9,
2005, which reported ownership as of December 31, 2004. The address of
Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11(th) Floor, Santa
Monica, California 90401.
(14) Mr. B. Boss's address is One Albion Road, Lincoln, Rhode Island 02865.
(15) Mr. Doss's address is One Albion Road, Lincoln, Rhode Island 02865.
(16) Excludes shares held by FleetBoston Financial Corporation and its
affiliates and/or successors in various fiduciary capacities.
(17) Includes 5,000 shares held by Murray and Young Associates LLC.
(18) Mr. Whalen's address is One Albion Road, Lincoln, Rhode Island 02865.
(19) Includes 1,187,840 shares subject to options exercisable within 60 days;
200,000 shares of restricted stock as to which there is sole voting power
but no investment power during the restricted period; and 1,557,000 shares
held under trusts as to which there is shared voting and investment power.
* Less than 1%.

ELECTION OF DIRECTORS

It is proposed to fix the number of directors at nine, of which three will
be designated "Class A Directors" and six will be designated "Class B
Directors". It is also proposed to elect three Class A directors (by holders of
Class A common stock only) and six Class B directors (by holders of Class B
common stock only) to hold office until the next annual meeting of shareholders
or until their successors are duly elected and qualified. Proxies will be voted
for the nominees set forth below unless authorization to do so is withheld. All
nominees are currently directors of the Company. Should any nominee become
unavailable for any reason to accept nomination or election as a director, the
persons named in the proxy will vote for the election of such other person or
persons as management may recommend unless the shareholders vote to reduce the
authorized number of directors. The terms of all directors will expire when
their successors are duly elected at the annual meeting of shareholders
scheduled to be held April 27, 2006. The following tables reflect information as
of January 1, 2005.

PRINCIPAL OCCUPATION DIRECTOR
NOMINEE AGE DURING PAST FIVE YEARS SINCE OTHER DIRECTORSHIPS(1)

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CLASS A DIRECTORS
Galal P. Doss 50 Chairman and Chief Executive Officer, Fam- 2000
ily Cosmetics, S.A.E. (an Egyptian company
listed on the Egyptian Stock Exchange).(2)
Andrew J. Parsons 61 Senior Partner and Director, McKinsey & 2001
Company, a global strategic management
consulting firm (retired December 2000);
Member, McKinsey Advisory Council (re-
tired June 2004); Director Emeritus,
McKinsey & Company; Chairman and Chief
Executive Officer, Gulliver Growth
Partners LLC, a management advisory
company.(2) (3)
James C. Tappan 69 President, Tappan Capital Partners (equity 1994
investment firm).(2) (3)
CLASS B DIRECTORS
Bradford R. Boss 71 Chairman of the Board and Chief Executive 1960
Officer to April 1993; thereafter Chairman
of the Board to November 14, 1999;
thereafter Chairman Emeritus.(4) (5)
Russell A. Boss 66 President and Chief Operating Officer to 1962
April 1993; thereafter President and Chief
Executive Officer to November 14, 1999;
thereafter Chairman of the
Board.(4) (5) (6)
David G. Whalen 47 President and Chief Executive Officer.(4) 1999
Bernard V. 66 Senior Partner, Edwards & Angell, LLP, 1986 Old Stone Corporation
Buonanno, Jr. Providence, RI (attorneys-at-law);
Partner, Riparian Partners, Ltd.,
Providence, RI. (investment banking
firm).(2) (6) (7) (8)
Edward J. Cooney 57 Vice President and Treasurer, Nortek, 2004
Inc., an international designer,
manufacturer and marketer of building
products (since August 2001); Chief
Financial Officer, Speidel, Inc., a
worldwide distributor of watchbands and
watchband attachments (2000-2001); Execu-
tive Vice President -- Sales and
Marketing, Amtrol, Inc., a producer and
marketer of water storage, treatment,
heating, expansion, flow control and
related products (1998-2000)(2) (3).
Terrence Murray 65 Chairman and Chief Executive Officer, 1982 FleetBoston Financial Corpora-
FleetBoston Financial Corporation tion (retired March 2004); CVS
(diversified financial services Corporation; ChoicePoint Inc.; Air
corporation) to December 31, 2001; Products and Chemicals, Inc.
thereafter Chairman, FleetBoston Financial
Corporation (retired January 1,
2003).(2) (8)

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See footnotes on page 5.

(1) Includes only companies with a class of securities registered pursuant
to Section 12 or subject to the requirements of Section 15(d) of the
Securities Exchange Act of 1934 and any company registered as an
investment company under the Investment Company Act of 1940.

(2) Member of Nominating Committee.

(3) Member of Audit Committee.

(4) Member of Executive Committee.

(5) Bradford R. Boss and Russell A. Boss are brothers.

(6) Russell A. Boss and Bernard V. Buonanno, Jr. are cousins by marriage.

(7) Edwards & Angell, LLP performed legal services for the Company in 2004
and is expected to perform legal services for the Company in 2005.

(8) Member of Compensation Committee.

CORPORATE GOVERNANCE

Board of Director and Shareholder Meetings: The Board of Directors met four
times during the fiscal year ended January 1, 2005 ("fiscal year 2004"). All
directors attended at least 75% of the Board of Directors meetings and
applicable committee meetings in fiscal year 2004. The Company has adopted a
policy that requires every member of the Board of Directors to make every effort
to attend the Company's Annual Meeting. All members of the Board of Directors
attended the Company's 2004 Annual Meeting.

Board of Director Independence: The Board of Directors has reviewed the
relationship that each current and nominee director has with the Company and
with other parties. Only those directors who do not have any of the categorical
relationships that preclude them from being independent within the meaning of
applicable American Stock Exchange rules ("AMEX Rules") and who the Board of
Directors affirmatively determines have no relationships that would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director, are considered to be independent directors. The Board of
Directors has reviewed a number of factors to evaluate the independence of each
of its members. These factors include its members' current and historic
relationships with the Company and its competitors, supplier and customers;
their relationships with management and other directors; the relationships their
current and former employers have with the Company; and the relationships
between the Company and other companies of which the Board members are directors
or executive officers. After evaluating these factors, the Board of Directors
has determined that the following directors are independent directors within the
meaning of applicable AMEX Rules: Bernard V. Buonnanno, Jr; Edward J. Cooney;
Galal P. Doss; Terrence Murray; Andrew J. Parsons; James C. Tappan.

Independent members of the Board of Directors are scheduled to meet at
least once per year in executive session without management, but will meet as
often as is deemed necessary.

Shareholder Communications: The Company's shareholders may communicate
directly with the members of the Board of Directors or the individual chairmen
of standing Board of Directors committees by writing directly to those
individuals at the following address: One Albion Road, Lincoln, RI 02865. The
Company's general policy is to forward, and not to intentionally screen, any
mail received at the Company's corporate offices that is sent directly to an
individual unless the Company believes the communication may pose a security
risk.

Code of Ethics: The Board of Directors originally adopted a Code of
Business Conduct and Ethics (the "Code of Ethics") in 1996 which has been
periodically updated and amended. This Code of Ethics applies to all of the
Company's employees, officers and directors, including its principal financial
officers. A link to the Code of Ethics is on the Company's website at
www.Cross.com under the Company's Investor Relations section.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has standing Audit, Compensation, and Executive
Committees. The independent directors, identified above, serve as the Company's
Nominating Committee as permitted under AMEX Rules.

Audit Committee. The members of the Audit Committee are James C. Tappan,
who serves as Chairman, Edward J. Cooney and Andrew Parsons. The Board has
determined that the members of the Audit Committee are independent within the
meaning of applicable AMEX Rules and Section 10A(m)(3) of the Securities
Exchange Act of 1934 (the "Exchange Act"). The Board of Directors has determined
that Edward J. Cooney is an "audit committee financial expert" as defined in
Item 401(h) of Regulation S-K. The Audit Committee meets on an as needed basis
and met six times during fiscal year 2004.

The Audit Committee has oversight responsibility for the establishment and
maintenance of an effective financial controls environment, for overseeing the
procedures for evaluating the system of

internal accounting control and for evaluating audit performance. In addition to
the responsibilities listed above, the Audit Committee has responsibilities and
authority necessary to comply with Rule 10A-3(b)(2),(3),(4), and (5) under the
Exchange Act. These and other aspects of the Audit Committee's authority are
more particularly described in the Audit Committee Charter adopted by the Board
of Directors in 2000, and as amended in 2002 and 2004. The Charter, as amended,
is available on the Company's website, www.cross.com, in the Investor Relations
section. See also the "Report of the Audit Committee" on page 14.

Compensation Committee. The members of the Compensation Committee are Mr.
Murray, who serves as Chairman, and Mr. Buonanno, Jr. The Board has determined
that the members of the Compensation Committee are independent within the
meaning of applicable AMEX Rules. The Compensation Committee met twice during
fiscal year 2004. The Compensation Committee has responsibility for developing,
overseeing and implementing the overall compensation policy for the Company
including, subject to full Board approval, the implementation of an incentive
compensation plan for the Company. The Compensation Committee also makes
recommendations to the Board of Directors concerning compensation, including
incentive compensation, of the Chief Executive Officer and all other executive
officers. The Compensation Committee administers the Company's equity incentive
plan. See "Report to Shareholders on Compensation Matters" on page 7.

Executive Committee. The members of the Executive Committee are Russell A.
Boss, Bradford R. Boss and David G. Whalen. The Executive Committee meets on an
as needed basis and met twice during fiscal year 2004. The Executive Committee
has the authority in certain circumstances to act in the stead of the Board
between regular Board meetings.

Nominating Committee. The Board of Directors has designated by resolution
the identified (See "Corporate Governance -- Board of Director Independence" on
page 5) independent directors to act as the Company's Nominating Committee.
Pursuant to the board resolution, the Nominating Committee has the power to
select a Chairman and to adopt its own operating rules and procedures. Mr.
Parsons serves as Chairman of the Nominating Committee. The Nominating Committee
does not have a charter. The Nominating Committee met once during fiscal year
2004.

The Nominating Committee is responsible for evaluating and recommending
individuals for election or reelection to the Board of Directors, including
those recommendations submitted by the Class A and Class B shareholders, and is
also responsible for determining, with input from the Board, the desired
competencies and attributes for Board members that will best meet the current
and future needs of the Company.

It is the policy of the Nominating Committee that candidates for director
possess the highest personal and professional integrity, have demonstrated
superior ability and sound business judgement, and possess skills and expertise
appropriate to meet the Company's needs and advance the long-term interests of
the shareholders.

The Nominating Committee's process for identifying and evaluating nominees
is as follows:

(1) in the case of incumbent directors whose terms of office are set
to expire, the Nominating Committee reviews such directors' overall service
to the Company during their term, including the number of meetings
attended, level of participation, quality of performance, any change of
status and any related party transactions with the Company during the
applicable time period; and

(2) in the case of new director candidates, the Nominating Committee
generally first conducts such inquiries into the backgrounds and
qualifications of possible candidates as the Nominating Committee deems
necessary or appropriate after considering the composition and needs of the
Board of Directors.

The Nominating Committee discusses and considers such candidates'
qualifications, including whether the nominee is independent for purposes of
Exchange Act Rule 10A-3(b) and the AMEX Rules, and selects candidates for
recommendation to the Board of Directors by majority vote of the Nominating
Committee. In seeking potential nominees, the Nominating Committee uses its
network of contacts to identify potential candidates, but may also engage, if it
deems appropriate, a professional search firm, at the Company's expense.

The Nominating Committee is authorized to adopt and implement such
additional procedures and processes to discharge its responsibilities as it
deems appropriate.

The Nominating Committee considers director candidates recommended by
shareholders provided the shareholders follow the procedures set forth below.
The Nominating Committee does not intend to alter the manner in which it
evaluates candidates, including the criteria set forth above, based on whether
the candidate was recommended by a shareholder or otherwise.

The Nominating Committee considers all bona fide candidates for Class A
director positions recommended by Class A shareholders holding Class A common
stock of the Company. The Nominating Committee considers all bona fide
candidates for Class B director positions recommended by Class B shareholders
holding Class B common stock of the Company. The Nominating Committee considers
such Class A and Class B candidates using the same screening criteria as are
applied to all other potential nominees for election, provided that the
shareholder nominations are submitted in a timely and complete manner, in
conformity with the rules and regulations promulgated by the Securities and
Exchange Commission and the American Stock Exchange and with applicable
provisions of the Company's by-laws, as they may be amended from time to time,
and as set forth below.

For nominees for election to the Board of Directors proposed by
shareholders to be considered, the following information concerning each nominee
must be timely submitted in accordance with the required procedures: (1) the
nominee's name, age, business address, residence address, principal occupation
or employment, the class and number of shares of the Company's capital stock the
nominee beneficially owns, the nominee's qualifications to serve as a director
of the Company and any other information relating to the nominee that is
required to be disclosed in solicitations for proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
thereunder; and (2) as to the shareholder proposing such nominee, that
shareholder's name and address, the class and number of shares of the Company's
capital stock that the shareholder beneficially owns, a description of all
arrangements and understandings between the shareholder and the nominee or any
other person or persons (including their names) pursuant to which the nomination
is made, a representation that the shareholder intends to appear in person or by
proxy at the meeting to nominate the person named in its notice and any other
information relating to the shareholder that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations thereunder. The notice must also
be accompanied by a written consent of the proposed nominee to being named as a
nominee and to serve as a director if elected.

DIRECTOR COMPENSATION

Members of the Company's Board of Directors who are not employees of the
Company were compensated for their services during 2004 at the rate of $25,000
per annum, plus $1,000 for each Board meeting attended. During 2004, the Board
of Directors held four meetings. In addition, non-employee members of the
Compensation and Executive Committees received $800 ($1000 in the case of the
committee chair) for each committee meeting attended. Members of the Audit
Committee receive $1,500 ($2,500 in the case of the committee chair) for each
committee meeting attended. Board and Committee members receive $500 for
participation in special (i.e., not regularly scheduled) telephonic meetings.

Pursuant to an amendment to the Company's Omnibus Incentive Plan approved
by shareholders at the 2004 Annual Meeting, 60% of the Retainer paid to
non-employee directors will be paid in Class A common stock of the Company (the
"Mandatory Shares"). Non-employee directors may elect to receive the balance of
the Retainer and any supplemental committee fees in Class A common stock. There
are certain restrictions on the sale or transfer of the Mandatory Shares by the
directors.

REPORT TO SHAREHOLDERS ON
COMPENSATION MATTERS

The 2004 total compensation of the President and Chief Executive Officer
and of the other named executive officers of the Company was established by the
members of the Compensation Committee and recommended to the Board of Directors
for its approval. See also "Compensation Committee Interlocks and Insider
Participation" on page 9, "Committees of the Board of Directors" on page 5 and
"Compensation Committee" on page 6.

The elements of compensation for the President and Chief Executive Officer
consist of base pay, annual incentive bonus and long-term incentives. The
compensation for this position was based on three primary factors:

-- The performance of the executive in meeting key strategic objectives;

-- The external competitiveness of the Company's pay levels with those of
other companies with similar revenues and scope of operations; and

-- The goal of retaining and motivating the executive.

The Compensation Committee is privy to external compensation data through
the Company's participation in, and analysis of, periodic compensation surveys
conducted by independent consulting firms and associations which report on
compensation paid to executives at companies of similar size. There are a
substantial number of participating companies in the various survey groups. The
Compensation Committee reviewed the summary survey information which included
company sales comparisons. In addition, the Compensation Committee utilized
survey data to gauge the Company's competitive position with other companies
with respect to bonus and equity based grants.

Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public corporations for compensation over $1,000,000 paid for any
fiscal year to the corporation's chief executive officer and four other most
highly compensated executive officers as of the end of any fiscal year. However,
the statute exempts qualifying performance-based compensation from the deduction
limit if certain requirements are met. The Board and the Compensation Committee
currently intend to structure performance-based compensation, including equity
based grants and annual bonuses, to executive officers who may be subject to
Section 162(m) in a manner that satisfies those requirements.

The Board and the Compensation Committee reserve the authority to award
non-deductible compensation in other circumstances as they deem appropriate.
Because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m) and the regulations issued thereunder, no
assurance can be given, despite the Company's efforts, that compensation
intended by the Company to satisfy the requirements for deductibility under
Section 162(m) does in fact do so.

The following is a more specific discussion of each compensation component:

BASE SALARY:

In considering a base salary adjustment for Mr. Whalen, the Compensation
Committee reviewed the pay of similar level officers in the survey groups
referred to above, the industry trends relating to merit increases and the merit
pay budgeted for the rest of the Company. The Committee approved a base pay
increase of 4% for Mr. Whalen increasing his base pay to $480,500.

The remaining four highest paid executive officers received an average
merit increase of 4.6%. Mr. Canole also received a promotional increase in
recognition of expanded duties during 2004.

BONUS:

Bonus payments to executives for 2004 performance were governed by the
Executive Compensation Program approved by the Compensation Committee and the
Board of Directors for 2004. All of the highest paid executives were
participants in the plan except for Mr. Whalen. Mr. Whalen's bonus is determined
by the Compensation Committee considering attainment of predetermined
performance objectives.

Based on the achievement of certain of the Company's strategic objectives
for 2004, Mr. Whalen was awarded a bonus in the amount of $50,000. (In the event
that all objectives had been met, Mr. Whalen would have been eligible to earn a
bonus equal to 75% of his base salary.)

The annual incentive payments to eligible executives are designed to
provide rewards based on meeting approved business plans. Performance measures
are determined based on specific job responsibilities and may include one or
more of the following measures: operating income before taxes (OIBT), sales,
return on assets and inventory level management at the corporate, territory and
regional levels. Other performance goals that are not quantitative may also be
assigned to the executives.

Under the program, performance objectives for 2004 were set based on the
attainment of the Company's operating plan for 2004 and individual performance
goals. In addition, in its discretion, the Compensation Committee may reward
participants outside of the provisions of the plan. Based on the attainment of
certain objectives and pursuant to discretion exercised by the Compensation
Committee, certain of the named executive officers earned a portion of their
target bonus for 2004 performance.

The Company analyzes its total cash compensation (base salary plus bonuses)
for executive officers in relation to other similarly sized companies with a
goal to provide competitive compensation based upon assessment of the
responsibilities relative to the individual's position, as well as the
individual's background, training and experience and by reference to the
competitive marketplace for comparable talent. Additionally, the compensation
program is designed to enable the Company to attract, retain, motivate and
appropriately reward highly qualified individuals.

LONG-TERM INCENTIVES:

The Company has relied upon grants under the Omnibus Incentive Plan to
provide named executive officers and other managers with an ownership

position in the Company to create a long-term incentive to increase shareholder
value. With the exception of Mr. Whalen, no named executives received stock
option or other equity grants in 2004.

Mr. Whalen was awarded a restricted stock grant of 150,000 shares in 2004.
The restricted stock award provides that restrictions on 100% of the shares will
lapse on December 31, 2008 contingent upon Mr. Whalen's continuing to be
employed with the Company as of that date.

SEVERANCE:

The Chief Executive Officer and the named executive officers all may
qualify for severance payments upon termination from the Company considering the
reason for termination, Company practice, Company policy or written agreement
with the executive. Severance payments are determined based on the individual's
position, compensation and length of service with the Company.

The foregoing report is presented by the following:

2004 Compensation Committee

Terrence Murray, Chairman
Bernard V. Buonanno, Jr.

COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER
PARTICIPATION

As indicated under "Report to Shareholders on Compensation Matters" above,
the 2004 compensation of David G. Whalen, a member of the Board of Directors of
the Company, was established by the Compensation Committee and submitted to the
Board of Directors for approval. The Compensation Committee is comprised of
Terrence Murray and Bernard V. Buonanno, Jr. The compensation of the remaining
executive officers of the Company was similarly reviewed and approved by the
Compensation Committee and submitted to the Board of Directors for approval. The
Board of Directors approved the executive compensation arrangements as
recommended by the Compensation Committee.

There are no Compensation Committee interlocks.

EXECUTIVE COMPENSATION

The following table sets forth certain information for the last three
fiscal years with respect to the Company's Chief Executive Officer and the four
other most highly compensated executive officers during 2004 (collectively, the
"named executive officers").

SUMMARY COMPENSATION TABLE

LONG TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION(1)
------------------------------------- ------------------------- ---------------
OTHER SECURITIES
NAME AND ANNUAL RESTRICTED UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(2) STOCK AWARDS OPTIONS
------------------ ---- ------ ----- --------------- ------------ ----------

David G. Whalen 2004 $475,520 $ 50,000 -- $803,250(3) -- $ 6,500
President and Chief 2003 450,000 -- $ 4,320 -- -- 6,000
Executive Officer 2002 450,000 225,000 4,320 -- 125,000 5,500

Stephen A. Perreault 2004 201,554 30,000 -- -- -- 6,047
Vice President, 2003 182,000 -- 3,600 -- -- 6,000
Operations 2002 182,000 25,000 3,600 -- 25,000 5,500

Peter J. Leon(4) 2004 194,439 -- -- -- -- 169,166(5)
Vice President, Sales 2003 180,000 -- 3,600 -- -- 5,580
and Marketing, 2002 176,250 6,000 3,600 -- 30,000 5,500
Americas

Tina C. Benik 2004 188,168 36,000 -- -- -- 5,645
Vice President, Legal 2003 170,280 -- 3,600 -- -- 6,000
and Human Resources 2002 170,280 30,000 3,600 -- 25,000 5,500

Peter J. Canole 2004 185,450 35,000 362,887(6) -- -- 5,564
Vice President, 2003 152,792 -- 158,231(7) -- -- 6,000
Global Sales 2002 140,500 5,000 122,557(8) -- 10,000 5,500

--------------------------------------------------------------------------------
(1) Except as otherwise indicated, amounts listed under All Other Compensation
consist of 401(k) contributions for the named individuals.
(2) Except as otherwise indicated, amounts listed under Other Annual
Compensation consist of tax reimbursement payments made to the named
individuals relating to amounts paid to these individuals as automobile
allowances.
(3) Mr. Whalen received a restricted stock award of 150,000 shares on July 21,
2004 at a market value of $803,250. The restrictions lapse as to all of the
shares on December 31, 2008.
(4) Mr. Leon's employment with the Company terminated effective December 31,
2004.
(5) Mr. Leon's All Other Compensation figure for 2004 includes $163,333 in
severance pay to be paid over a 43-week period pursuant to the December 14,
2004 Separation Agreement and Release between the Company and Mr. Leon. In
the event that Mr. Leon remains unemployed and not in receipt of an
employment offer at the end of the 43-week period, he may receive up to an
additional $32,666 in severance pay.
(6) Mr. Canole's Other Annual Compensation figure for 2004 consists of (a) a
cost of living adjustment of $25,000 in connection with his expatriate
assignments, (b) relocation and living expense reimbursements of $34,032 in
connection with his expatriate assignment in Hong Kong and $289,662 in
connection with his expatriate assignment in the U.K., and (c) a tax
reimbursement payment of $14,193 relating to taxable expense reimbursements
and third party payments made in 2003 and 2004 in connection with relocation
and living expenses associated with his expatriate assignments. The
relocation and living expense reimbursement paid in connection with Mr.
Canole's U.K. assignment was paid in British pounds; the U.S. dollar amount
was calculated based on an exchange rate of 1.8324. All other amounts
referred to in this footnote were paid in Hong Kong dollars; the U.S. dollar
amount was calculated based on exchange rates of between 7.6161 and 7.7992.
(7) Mr. Canole's Other Annual Compensation figure for 2003 consists of (a) a
cost of living adjustment of $42,000 in connection with his expatriate
assignment in Hong Kong, (b) relocation and living expense reimbursements of
$108,746 in connection with his expatriate assignment, and (c) a tax
reimbursement payment of $7,485 relating to taxable expense reimbursements
and third party payments made in 2002 in connection with relocation and
living expenses associated with his expatriate assignment. These amounts
were paid to Mr. Canole in Hong Kong dollars; the U.S. dollar amount was
calculated based on exchange rates of between 7.63940 and 7.75700.
(8) Mr. Canole's Other Annual Compensation figure for 2002 consists of (a) a
cost of living adjustment of $42,000 in connection with his expatriate
assignment in Hong Kong, (b) relocation and living expense reimbursements of
$72,858 in connection with his expatriate assignment and (c) a tax
reimbursement payment of $7,699 relating to taxable expense reimbursements
and third party payments made in 2001 in connection with relocation and
living expenses associated with his expatriate assignment. These amounts
were paid to Mr. Canole in Hong Kong dollars; the U.S. dollar amount was
calculated based on exchange rates of between 7.71010 and 7.75895.

STOCK OPTIONS

Set forth below is information as to the named executive officers of the
Company with respect to stock option grants in 2004, options exercised during
2004 and year-end values of unexercised options.

OPTION GRANTS IN LAST FISCAL YEAR

No stock options were granted to the named executive officers of the
Company in 2004.

OPTION VALUES AT FISCAL YEAR END

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END FISCAL YEAR END(1)
------------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------

David G. Whalen 717,685(2) 41,666 $170,440 $0
Stephen A. Perreault 101,166 8,333 0 0
Peter J. Leon 38,000 0 0 0
Tina C. Benik 104,153 8,333 0 0
Peter J. Canole 44,667 3,333 0 0

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

(1) Based on the mean between the high and low trading prices of the Class A
common stock on December 31, 2004 ($4.90) minus the exercise price.
(2) Includes 653 options granted to Mr. Whalen as a director of the Company
during 2000 under the then in effect formula provisions of the Company's
Omnibus Incentive Plan.

PENSION PLAN TABLE

AVERAGE YEARS OF SERVICE
PAY 15 20 25 30 35
------------------------------------------------------------------

$125,000 $ 30,000 $40,000 $ 50,000 $ 50,000 $ 50,000
150,000 36,000 48,000 60,000 60,000 60,000
175,000 42,000 56,000 70,000 70,000 70,000
200,000 48,000 64,000 80,000 80,000 80,000
225,000 54,000 72,000 90,000 90,000 90,000
250,000 60,000 80,000 100,000 100,000 100,000
300,000 72,000 96,000 120,000 120,000 120,000
400,000 96,000 128,000 160,000 160,000 160,000
450,000 108,000 144,000 180,000 180,000 180,000
500,000 120,000 160,000 200,000 200,000 200,000

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

The Company maintains a non-contributory qualified retirement plan for the
benefit of its employees, including the individuals named in the Summary
Compensation Table. In addition, participants in the plan whose retirement
benefits would exceed amounts permitted under the Internal Revenue Code
participate in a non-qualified excess retirement plan which provides a
supplemental unfunded benefit equal to the amount of any benefit that would have
been payable under the qualified retirement plan but for certain limitations
under the Internal Revenue Code. The benefits set forth in the Pension Plan
Table above reflect the aggregate of the benefits under both the qualified and
non-qualified plans. In each case, the indicated benefit will be reduced by the
individual's social security credit. The qualified plan and the non-qualified
plan are collectively referred to as the "Plan".

Covered compensation under the Plan includes base salary, cash bonuses,
overtime pay, and amounts contributed by the employee to the A.T. Cross Savings
Plan maintained by the Company under Section 401(k) of the Internal Revenue
Code. The Salary and Bonus columns of the Summary Compensation Table set forth
above reflect all covered compensation of executive officers for 2004.

For purposes of the Plan, the years of credited service as of December 31,
2004 were: Mr. Whalen, 5 years; Ms. Benik, 15 years; Mr. Canole, 18 years; Mr.
Perreault, 10 years; and Mr. Leon, 5 years.

The amounts payable shown in the above Table are based on the following
assumptions:

(i) The individual shall have retired at the normal retirement age of
65,

(ii) "Average pay" is the highest average of the covered compensation
paid to such individual over five consecutive years preceding retirement,
and

(iii) Benefits are paid in the form of a straight-life annuity. Payment
options for spousal benefits are available.

PERFORMANCE GRAPH

The following graph compares the market performance of the Company's Class
A common stock over the Company's last five fiscal years to the American Stock
Exchange Market Value Index and to the Russell Group 2000 (as the Company's peer
group index), over the Company's last five fiscal years. The graph assumes that
the value of the investment in the Company's Class A common stock and each index
was $100 at December 31, 1999 and that all dividends were reinvested.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG A.T. CROSS COMPANY,
AMEX MARKET INDEX AND RUSSELL 2000 INDEX

[PERFORMANCE GRAPH]

---------------------------------------------------------------------------------------------------
12/31/1999 12/29/2000 12/31/2001 12/31/2002 12/31/2003 12/31/2004
---------------------------------------------------------------------------------------------------

A.T. Cross Co. 100.00 98.62 131.11 118.89 148.22 110.00
---------------------------------------------------------------------------------------------------
Russell 2000 Index 100.00 95.68 96.66 75.80 110.19 129.47
---------------------------------------------------------------------------------------------------
AMEX Market Index 100.00 98.77 94.22 90.46 123.12 140.99
---------------------------------------------------------------------------------------------------

The Company has chosen the Russell Group 2000 as a meaningful peer group
against which to compare its performance. The Russell Group 2000 represents a
broad based group of small capitalization stocks and is generally believed to be
indicative of market performance for small capitalization companies.

Notwithstanding anything to the contrary set forth in the Company's
previous filings under the Exchange Act that might incorporate future filings,
including this proxy statement in whole or in part, the foregoing Performance
Graph and the "Report to Shareholders on Compensation Matters" on page 7 shall
not be deemed incorporated by reference to any such filing.

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee reappointed Deloitte & Touche LLP to serve as the
Company's independent auditors for 2004. Representatives of Deloitte & Touche
will be present at the annual meeting to answer appropriate questions. They will
also have the opportunity to make a statement if they desire to do so.

PRINCIPAL ACCOUNTING FIRM FEES

Aggregate fees billed to the Company for the fiscal years ending January 3,
2004 and January 1, 2005 by the Company's principal accounting firm, Deloitte &
Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, "Deloitte"):

2003 2004
-------- --------

Audit Fees................... $609,500 $555,350
Audit Related................ $129,000 $ 58,970
Tax Fees
Extended Tax Consulting
Services in connection with
Global EMEA Restructuring.. $116,000 $ 55,290
Transfer Pricing Study..... $ 26,000 $ 81,200
International Tax
Consultation............... $ 53,000 $ 48,350
Multistate Tax
Consultation............... $ 9,000 $ 9,175
All Other
Benefit Plan Compliance.... $ 9,000 $ 4,410
Payroll Tax Services....... $ 10,000 $ 0
Mergers & Acquisitions..... $ 0 $ 5,000
Technical Consultation..... $ 0 $ 4,450

The Audit Committee has considered whether the provision of services other
than audit services is compatible with maintaining the principal accountant's
independence.

The Audit Committee's policies and procedures regarding pre-approval of
non-audit and non-tax services provided by the Company's independent accountants
requires pre-approval of all services, regardless of de minimis exceptions, by
the full Audit Committee. The Audit Committee has delegated such pre-approval
authority to the Audit Committee Chair. Following revision of the Audit
Committee's charter in July 2002 (see Report of the Audit Committee), all
non-audit and non-tax services were pre-approved by the Audit Committee Chair.

REPORT OF THE AUDIT COMMITTEE

The audit functions of the Audit Committee are focused on three areas:

- the adequacy of the Company's internal controls and financial reporting
process and the quality and integrity of the Company's financial
statements.

- the independence and performance of the Company's internal auditor and
independent auditors.

- the Company's compliance with legal and regulatory requirements and
adherence to business ethics.

In fiscal 2004, the Audit Committee met with management to consider the
adequacy of the Company's internal controls and the objectivity of its financial
reporting. We discuss these matters with the Company's independent auditors and
with appropriate Company financial personnel and internal auditor.

We regularly meet privately with both the independent auditors and the
internal auditor, each of whom has unrestricted access to the Committee.

We also have the sole authority to retain and dismiss the independent
auditors and review periodically their performance and independence from
management.

Management has primary responsibility for the Company's financial
statements and the overall reporting process, including the Company's system of
internal controls.

The independent auditors audit the annual financial statements prepared by
management, express an opinion as to whether those financial statements fairly
present the financial position, results of operations and cash flows of the
Company in conformity with generally accepted accounting principles and discuss
with us any issues they believe should be raised with us.

This year, we reviewed the Company's audited financial statements and met
with both management and the independent auditors to discuss those financial
statements. Management has represented to us that the financial statements were
prepared in accordance with accounting principles generally accepted in the
United States.

We have received from and discussed with the independent auditors the
written disclosure and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). These items
relate to that firm's independence from the Company. We also discussed with the
independent auditors any matters required to be discussed by Statement on
Auditing Standards No. 61, as amended (Communication with Audit Committees).

Based on these reviews and discussions, we recommend to the Board that the
Company's audited financial statements be included in the Company's

Annual Report on Form 10-K for the fiscal year ended January 1, 2005.

2005 Audit Committee

James C. Tappan, Chairman
Edward J. Cooney
Andrew J. Parsons

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent of
the Company's Class A common stock ("Insiders"), to file with the Securities and
Exchange Commission and the American Stock Exchange reports of ownership and
changes in ownership of such stock. Insiders are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. Based solely on a review of the copies of such
reports furnished to the Company, the Company believes that during 2004 its
Insiders complied with all applicable Section 16(a) filing requirements except
that a Form 4 related to the payment of an Executive Committee fee to Russell A.
Boss, a Director of the Company, was inadvertently filed approximately 2 months
late, on February 9, 2005. Pursuant to the Company's Director Compensation
program (see Director Compensation, page 7), Mr. Boss voluntarily elected to
receive his Executive Committee fees in the form of the Company's Class A common
stock.

OTHER MATTERS

As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the annual meeting other than the
items referred to above. However, if other business upon which holders of Class
A common stock are entitled to vote shall properly come before the meeting,
proxies in the enclosed form returned as instructed will be voted in accordance
with the recommendation of the Board of Directors, or in the absence of such a
recommendation, in accordance with the judgement of the proxy holder.

IMPORTANT

NO MATTER HOW SMALL YOUR HOLDINGS, YOU ARE RESPECTFULLY REQUESTED TO SIGN, DATE,
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED, PREPAID ENVELOPE AT YOUR EARLIEST
CONVENIENCE.

Tina C. Benik
Vice President, Legal and
Human Resources
Corporate Secretary

Dated: March 29, 2005

CRS-PS-05

DETACH HERE ZATC92

PROXY

A.T. CROSS COMPANY

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS

The undersigned holder of Class A common stock of A.T. Cross Company does
hereby constitute and appoint Bradford R. Boss, Russell A. Boss, and David G.
Whalen, or any one of them as attorneys and proxies of the undersigned, with
full power of substitution for, and in the name and stead of, the undersigned
to appear and vote all shares of Class A common stock of A.T. Cross Company
held of record in the name of the undersigned at the annual meeting of A.T.
Cross Company to be held at the offices of the Company, One Albion Road,
Lincoln, Rhode Island 02865 on Thursday, April 28, 2005 at 10:00 A.M. and at
any and all adjournments thereof as designated.

_____________ _____________
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

A.T. CROSS COMPANY

C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZATC91

_ Please mark | #CRS
X votes as in |
_ this example. |____

This Proxy when properly executed will be voted in the manner directed herein by
the undersigned. If no direction is made, this proxy will be voted FOR
proposals 1 and 2.

1. NUMBER OF DIRECTORS: 2. ELECTION OF CLASS A DIRECTORS:
Fixing the number of Class A directors Nominees: (01) Galal P. Doss,
at three and Class B directors at six. (02) Andrew J. Parsons, (03)
James C. Tappan

FOR AGAINST ABSTAIN FOR WITHHELD
_______ _______ _______ ________ _______

_______ _______ _______ ________ _______

________

________ ____________________
For all nominees
except as noted above

3. OTHER BUSINESS:
In their discretion, the proxies are authorized
to vote upon such other business as may properly
come before said meeting or any adjournment thereof
upon which Class A common shareholders are
entitled to vote.
________
MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT
________

Please date, sign and mail promptly in the enclosed envelope.
This proxy will not be used if you attend the meeting in
person and so request.

Important: Please sign exactly as your name or names appear at
left. When signing as attorney, executor, administrator,
trustee, guardian, or in any other representative capacity,
give full title as such. Corporate shareholders sign with full
corporate name by a duly authorized officer. If a partnership,
sign in partnership name by authorized person.

Signature:_____________________ Date: _____________