SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
 
                               FORM 10K

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED).

               For the fiscal year ended February 1, 1997

                   Commission file number 1-6083

                        NOODLE KIDOODLE, INC.
       (Exact Name of Registrant as Specified in Its Charter)

            Delaware                          11-1771705
(State or Other Jurisdiction of            (I.R.S. Employer
 Incorporation or Organization)           Identification No.)

   105 Price Parkway, Farmingdale, NY           11735
(Address of Principal Executive Offices)      (Zip Code)

Registrant's telephone number,
including area code                         (516)-293-5300

Securities registered pursuant to Section 12 (b) of the Act:

                                          Name of Each Exchange
      Title of Each Class                  on Which Registered
Common Stock, $.001 par value             NASDAQ National Market

Securities registered pursuant to Section 12 (g) of the Act:

                              NONE

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15 (d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.  Yes X  No _ 

Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K is not contained herein, 
and will not be contained, to the best of registrant's knowledge, 
in definitive proxy or information statements incorporated by 
reference in Part III of this Form 10-K or any amendment to this 
Form 10-K. [  ]

The aggregate market value of voting stock held by non-affiliates 
of the registrant as of April 1, 1997 was $23,212,648 based on 
the closing of same stock on that date.

The number of shares of common stock outstanding as of April 1, 
1997 was 7,579,640.

                            -1-
<PAGE>

Documents Incorporated by reference:  Certain portions of 
Registrant's definitive proxy statement with respect to its 1997 
Annual Meeting of Stockholders to be filed, pursuant to 
Regulation 14A under the Securities Exchange Act of 1934, with 
the Commission within 120 days of the close of Registrant's 
fiscal year ended February 1, 1997 are incorporated by reference 
into Part III of this report.













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<PAGE>



                       TABLE OF CONTENTS

                                                         Page
                            PART I


Item 1. Business                                           4
Item 2. Properties                                         7
Item 3. Legal Proceedings                                  8
Item 4. Submission of Matters to a Vote of
        Security Holders                                   8


                            Part II

Item 5. Market for Registrant's Common Stock and
        Related Stockholders' Matters                      8
Item 6. Selected Financial Data                            9
Item 7. Management's Discussion and Analysis
        of Financial Condition and Results of              11
        Operations
Item 8. Financial Statements and Supplementary Data        17
Item 9. Changes in and Disagreements with
        Accountants on Accounting and Financial
        Disclosure                                         17


                            PART III

Item 10. Directors and Executive Officers of
         the Registrant                                    17
Item 11. Executive Compensation                            17
Item 12. Security Ownership of Certain Beneficial
         Owners and Management                             17
Item 13. Certain Relationships and Related
         Transactions                                      17


                            PART IV

Item 14. Exhibits, Financial Statements,
         Schedules and Reports on Form 8-K                 18




                                -3-
<PAGE>

                          PART I

ITEM 1.  BUSINESS.

(a)  General

Noodle Kidoodle, Inc., a Delaware corporation (the "Company" or 
"Registrant") is a specialty retailer of a broad assortment of 
educationally oriented, creative and non-violent children's 
products, including toys, books, games, video and audio tapes, 
computer software, crafts and other learning products.

The Company was founded in 1946 and, doing business under its 
former name Greenman Bros. Inc., engaged in the retail toy 
business as well as the wholesale distribution of general 
merchandise, with an emphasis on toys, stationery and housewares.  
During the 1980s, the Company operated a number of retail toy 
stores, including a chain of 330 stores under the Circus World 
name located principally in shopping malls in approximately 30 
states.  The Company sold the Circus World stores in Fiscal 1991 
but continued to operate a number of retail toy stores under the 
Playworld name.  The Company opened its first Noodle Kidoodle 
store in November 1993, and opened three additional Noodle 
Kidoodle stores in Fiscal 1995.  During Fiscal 1996, management 
determined that the Company should focus exclusively on its 
retail business by expanding and developing the Noodle Kidoodle 
retail concept.  Accordingly, in August 1995, the Company adopted 
a new business plan and ceased operating its wholesale division.  
The Company, in December 1995, changed its name from Greenman 
Bros. Inc. to Noodle  Kidoodle, Inc. and, in January 1996, 
changed its jurisdiction of incorporation to Delaware.

The Company operated 31 Noodle Kidoodle stores at the close of 
the fiscal year ended February 1, 1997 ("Fiscal 1997") located in 
New York, New Jersey, Connecticut and the Boston, Chicago, and 
Detroit metropolitan areas.  The Company also operated one other 
retail toy store under the Playworld name.  The Company plans to 
close the one remaining Playworld retail store as soon as certain 
lease issues are resolved.

(b) Financial Information About Industry Segments

Registrant currently operates in an industry segment which 
involves the retail sales of children's toys and other products.  
In prior years it also operated in a second segment which was the 
wholesale distribution of general merchandise.  This segment was 
discontinued in August 1995 and the results are disclosed in 
discontinued operations.  See Note 2 (Discontinued Operations) of 
the Notes to Consolidated Financial Statements.

(c) Narrative Description of Business

Noodle  Kidoodle, Inc. is a specialty retailer of a broad 
assortment of educationally oriented, creative and non-violent 
children's products.  The Noodle Kidoodle concept offers 


                             -4-
<PAGE>

something new to parents and children by combining the attractive 
pricing and larger size of traditional toy stores with the more 
creative product selection and superior customer service of small 
boutiques, while providing an entertaining shopping environment 
through interactive play areas and frequent in-store events.

The Company's stores range from approximately 6,100 to 13,300 
square feet and average approximately 10,600 square feet.  Each 
store offers customers a warm and inviting shopping environment 
with brightly lit spaces, colorful walls, ceilings and carpets, 
wide aisles for strollers and kid-level seating and product 
shelving.  Each store typically carries approximately 25,000 
stock-keeping units ("SKU's"), conveniently displayed in separate 
merchandise departments, such as "Science & Nature" and "Arts & 
Crafts", which are identified by eye-catching signs that are 
visual as well as verbal so that children can understand them.  
All of the products carried in Noodle Kidoodle stores conform to 
the Company's creative, non-violent and educational merchandising 
strategy.  The Company generally does not carry mass market 
television advertised toys.  However, in certain product 
categories, the Company does carry brand name products which fit 
the Noodle Kidoodle philosophy, such as Crayola, Lego, Playmobil, 
the full line of Walt Disney video titles and the Goosebumps line 
of books.  The Company purchases merchandise from over 600 
suppliers.  There is currently one supplier, Star Video 
Entertainment LP, who represents slightly more than 5% of total 
purchases.

The Company operated 31 Noodle Kidoodle stores at the end of its 
1997 fiscal year, located in New York, New Jersey, Connecticut 
and the Boston, Chicago and Detroit metropolitan areas.  It has 
opened one store in fiscal 1998 in the Boston metropolitan area 
and expects to open one additional store in the second half of 
the year.  The Company believes that there are opportunities for 
nationwide expansion over the longer term.

The Company believes that the following elements are important to 
its retailing concept:

+  Interactive Shopping Environment - Each Noodle Kidoodle store 
   is designed with children in mind.  Each store has designated 
   play areas where children and their parents are encouraged to 
   explore toys and games in keeping  with the Company's "try 
   before you buy" philosophy.  Among the key interactive 
   features of each store are the Computer Center, "Kidoodle 
   Theater" and the Electronic Learning Center.

+  Broad Assortment of Imaginative Products - Noodle Kidoodle
   stores offer a broad assortment of products designed to
   stimulate a child's imagination and contribute to his or her
   growth and development consistent with the Company's slogan
   that "Kids learn best when they're having fun."  To keep its
   merchandise mix fresh and exciting, the Company continually
   seeks innovative new products.


                           -5-
<PAGE>

+  In-Store Events - The Company provides without charge
   frequent in-store events such as personal appearances by
   authors and children's television personalities, arts and
   crafts workshops and readings from selected books to provide
   entertainment to its customers, increase store traffic and
   position Noodle Kidoodle as a destination store.

+  Superior Customer Service - By providing knowledgeable and
   friendly customer service and selecting enthusiastic employees
   who enjoy working with children, the Company believes that it
   has a competitive advantage over lower-service superstores
   and mass merchandisers.

+  Targeted Marketing - The Company has created the Noodle
   Kidoodle Club in order to establish customer loyalty and track
   repeat customers.  The club provides its members advance
   notice of sales events and special promotions, a bi-monthly
   newsletter and events calendar, birthday cards sent to
   children and similar special privileges.  The Company also
   conducts a targeted direct mail marketing program and
   continuously updates its customer database for this purpose.

+  Competitive Pricing - Noodle Kidoodle offers everyday
   competitive pricing.  Many products are regularly discounted
   and prices in general are believed to be competitive with
   those featured by superstores carrying similar lines of
   merchandise.

Backlog is not considered relevant to an understanding of 
Registrant's business.  Registrant is required to carry 
substantial amounts of inventory in the months of September 
through November of each year in order to meet holiday delivery 
requirements.

Registrant did not have any customers that represented more than 
10% of consolidated revenues for the year ended February 1, 1997.

Registrant's business is highly seasonal and approximately 42% of its 
revenues occur in the fourth quarter.

The retail toy business is highly competitive.  The Company 
competes on the basis of its stores' interactive environment, 
broad merchandise selection, superior customer service and 
competitive pricing.  The Company competes with a variety of mass 
merchandisers, superstores and other toy retailers, including 
Toys R Us and Kay Bee Toy Stores and other store formats selling 
children's products, such as discount stores and smaller 
specialty toy stores.  Retailing of children's educational 
products is a relatively new concept.  Included among the 
Company's direct competitors are Zany Brainy, Learningsmith and 
Imaginarium.

Some of the Company's competitors are much larger in terms of 
sales volume and have more capital and greater management 


                           -6-
<PAGE>

resources than the Company.  If any of the Company's larger 
competitors were to increase their focus on the educational 
market or if any regional competitors were to expand their 
activities in the markets primarily served by the Company, it 
could be adversely affected.  If any of the Company's major 
competitors seek to gain or retain market share by reducing 
prices, it may be required to reduce its prices on key items in 
order to remain competitive, which would have the effect of 
reducing its profitability.

As of February 1, 1997, the Company employed approximately 901 
people, approximately 377 of whom were employed full-time.  The 
Company also employs additional part-time personnel during the 
pre-Christmas season.  The Company believes that its relations 
with its employees are generally good.

The Company has registered several service marks and trademarks 
with Federal and State authorities, including Noodle Kidoodle 
(registered trademark), Oodles & Oodles of Fun Things to Learn 
(registered trademark), Kidoodle Animation (registered 
trademark), and the Company's slogan "Kids learn best when 
they're having fun (registered trademark)."  The Company believes 
it has all licenses necessary to conduct its business.

ITEM 2. PROPERTIES.

The Company leases all of its Noodle Kidoodle stores.  Original 
lease terms generally are for ten years, and many leases contain 
renewal options.  The Company's stores are generally located in 
either strip centers or mall locations.  The 31 stores operating 
at the end of Fiscal 1997 ranged in size from approximately 6,100 
to 13,300 square feet.

The Company currently supports its retail operations with an 
owned 269,000 square foot distribution center in Phillipsburg, 
New Jersey.  The Company had previously supported its total 
retail and wholesale operations with three other distribution 
centers located in Farmingdale, New York, West Haven, Connecticut 
and Birmingham, Alabama.  In conjunction with discontinuing its 
wholesale operations the Company has ceased operating the 
Farmingdale and West Haven distribution centers.  The Company 
discontinued the use of the Birmingham center in 1989 and has 
been sub-leasing the space to third parties since such 
discontinuance.  The Company sold the Farmingdale facility in 
July 1996.  The lease for the West Haven center expired in March 
1996.  The Company does not believe that disposing of or 
discontinuing operations in any of these facilities will have a 
material adverse effect on its operations or financial condition.

At the end of Fiscal 1997, the Company also operated one other 
retail toy store under the Playworld name which is located in 
Long Island, New York.  This store is leased and is 10,000 square 
feet.  The Company plans to close this store as soon as certain 
lease issues are resolved.



                             -7-
<PAGE>

The Company's executive offices are located at Farmingdale, New 
York.  The Company has signed a two-year lease, which contains 
renewal options, and will move its headquarters in June 1997 to 
Syosset, New York.

Registrant believes that the foregoing facilities are adequate 
for its present operations and such facilities are maintained in 
a good state of repair.

See Note 6 (Commitments and Contingencies) of the Notes to 
Consolidated Financial Statements.

ITEM 3. LEGAL PROCEEDINGS.

As disclosed last year, the Company was a defendant in a 
purported plaintiffs' class action filed in August 1995, in the 
United States District Court for the Eastern District of New York 
against Playmobil USA, Inc., a toy manufacturer ("Playmobil"), 
and against the Company and another retailer, as defendant class 
representatives of a purported class of those toy retailers 
nationwide selling products  manufactured by Playmobil.  The case 
was later consolidated with two others pending against Playmobil.  
On October 23, 1996, plaintiffs filed an Amended Complaint 
dropping the Company as a defendant, but naming it and three 
other retailers as "Co-conspirators who were induced to 
participate and did participate in an alleged price fixing 
scheme organized by Playmobil."  No damages or other forms of 
relief are requested against the Company.  These developments 
confirm the Company's earlier view that this litigation was not 
material to the Company.

Except as set forth above, the Company is not a party to any 
legal proceedings other than claims and lawsuits arising in the 
normal course of its business which, in the opinion of the 
Company's management, are not individually or in the aggregate 
material to its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

   None

                          PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
        STOCKHOLDERS' MATTERS.

The Company's Common Stock is quoted on the NASDAQ National 
Market under the symbol "NKID".  Until December 13, 1995, the 
Common Stock was traded on the American Stock Exchange under the 
symbol "GMN".  The following table sets forth, for the periods 
indicated, the high and low sales prices per share for the Common 
Stock for each of the fiscal quarters indicated for Fiscal 1997 
and February 3, 1996 ("Fiscal 1996"). 



                             -8-
<PAGE>
<TABLE>
<CAPTION>
                                  High      Low

<S>                             <C>       <C>
Fiscal 1997
     First Quarter              $ 9.50    $ 6.25
     Second Quarter               8.63      5.88
     Third Quarter                8.00      5.38
     Fourth Quarter               7.25      3.00

Fiscal 1996
     First Quarter                 5.44     4.00
     Second Quarter               11.63     5.06
     Third Quarter                14.63     9.25
     Fourth Quarter               15.00     8.25

</TABLE>
As of February 1, 1997 there were approximately 623 holders of 
record of Common Stock.

The Company has not paid cash dividends on its Common Stock since 
1969 and currently anticipates that it will retain all available 
funds generated by its operations for the development and growth 
of its business.  Any future determination as to dividend policy 
will be made at the discretion of the Board of Directors of the 
Company and will depend on a number of factors, including the 
future earnings, capital requirements, financial condition and 
business prospects of the Company and such other factors as the 
Board of Directors may deem relevant.


ITEM 6. SELECTED FINANCIAL DATA.

The selected financial data presented below reflects the 
consolidated results of operations, financial condition and 
operating data of the Company for the periods indicated, after 
giving retroactive effect to the Company's discontinued wholesale 
business segment.  This data should be read in conjunction with 
the Consolidated Financial Statements and notes thereto and 
Management's Discussion and Analysis of Financial Condition and 
Results of Operations included elsewhere in this report.  The 
consolidated financial data for the fifty-two weeks ended 
February 1, 1997, fifty-three weeks ended February 3, 1996, and 
the fifty-two weeks ended January 28, 1995, January 29, 1994, and 
January 30, 1993 are derived from the consolidated financial 
statements of the Company which have been audited by Janover 
Rubinroit, LLC, independent certified public accountants.


                             -9-
<PAGE>
<TABLE>
<CAPTION>
                                                  Fiscal Years Ended
                            February 1,  February 3,  January 28,  January 29, January 30, 
                               1997         1996         1995         1994         1993
                            (52 weeks)   (53 weeks)   (52 weeks)   (52 weeks)   (52 weeks)
                                       (In thousands except for per share data)


<S>                          <C>         <C>           <C>         <C>           <C>     
STATEMENT OF OPERATIONS DATA:

 Net sales                   $59,410      $32,143      $23,308      $20,712      $18,250

 Net income (loss) from:
  Continuing operations       (7,492)      (5,272)      (4,490)      (1,180)        (425)
  Discontinued operations          -       (9,059)       1,096        1,889        2,226

    Net income (loss)        $(7,492)     $(14,331)    $(3,394)     $   709      $ 1,801

 Net income (loss) per share
  from:
  Continuing operations      $ (1.00)     $  (.99)     $  (.86)     $  (.22)     $  (.08)
  Discontinued operations          -        (1.70)         .21          .35          .40

    Net income (loss)
     per share               $ (1.00)     $ (2.69)     $  (.65)     $   .13      $   .32

 Weighted average shares out-
  standing                     7,488        5,320        5,220        5,338        5,575

BALANCE SHEET DATA:

 Working Capital             $16,819      $14,031      $35,667      $39,810      $40,212
 Total assets                 51,036       37,276       48,042       49,629       50,296
 Stockholders' equity         35,699       27,080       40,870       44,064       45,212
 Long term debt obligations      753            -            -            -            -
 Dividends per common share        -            -            -            -            -

</TABLE>




                                      -10-
<PAGE>



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

Fiscal Year Ended February 1, 1997 Compared to
Fiscal Year Ended February 3, 1996

Continuing Operations

Net sales increased a total of 85.0% to $59.4 million in Fiscal 
1997 from $32.1 million in Fiscal 1996.  Noodle Kidoodle sales 
increased $30.0 million or 108.3% to $57.7 million in Fiscal 1997 
from $27.7 million in the prior year, primarily due to the 
addition of thirteen Noodle Kidoodle stores during Fiscal 1997.  
Other retail sales decreased 61.4% to $1.7 million in Fiscal 1997 
from $4.4 million in the prior year, primarily as a result of the 
closing of one Playworld store and two Toy Park stores in the 
first half of Fiscal 1997.  Comparable store sales were virtually 
flat.  The Company operated 31 Noodle Kidoodle stores and one 
Playworld store at February 1, 1997 compared to 18 Noodle 
Kidoodle stores, two Playworld stores and two Toy Park stores at 
February 3, 1996. Fiscal 1997 contained 52 weeks compared to 53 
weeks in Fiscal 1996.  Sales for the extra week in Fiscal 1996 
represented 1.7% of annual sales.

Gross profit (derived from net sales less cost of products sold, 
which includes buying and warehousing costs) increased 86.2% to 
$22.9 million for Fiscal 1997 from $12.3 million in Fiscal 1996.  
Overall gross profit as a percentage of net sales ("gross profit 
percentage") increased to 38.5% in Fiscal 1997 from 38.3% in 
Fiscal 1996.  The increase in gross profit percentage was 
primarily  attributable to the increased sales volume at Noodle 
Kidoodle stores, which generated higher margins, offset by 
decreased sales and margins at the other retail stores.  Gross 
profit percentage at Noodle Kidoodle stores increased to 38.5% in 
Fiscal 1997 from 37.9% in the prior year, primarily as a result 
of leveraging buying costs (including the salaries and related 
expenses of the Company's buyers) partially offset by increases 
in the cost of merchandise.  Warehousing costs, which contain 
some fixed elements remained flat and did not rise commensurately 
with the increased sales levels.  Gross margin in the other 
retail stores decreased to 36.5% in Fiscal 1997 from 40.7% in the 
prior year, primarily due to markdowns taken to liquidate 
inventories in three stores that were closed in the first half of 
Fiscal 1997 offset by lower buying and warehousing costs.

Selling and administrative expenses, excluding the provision for 
restructuring in Fiscal 1996, increased 75.7% to $31.1 million in 
Fiscal 1997 from $17.7 million in the prior year. These increases 
resulted primarily from; higher direct store expenses, which 
increased $9.1 million due to changes in the store base; non-
recurring charges of $.6 million for upgrading the stores' point 
of sale system and a provision for severance costs related to a 



                             -11-
<PAGE>

20% administrative staff reduction; and higher home office 
expenses.  Selling and administrative expenses as a percentage of 
net sales decreased to 52.4% in Fiscal 1997 from 55.0% in the 
prior year, primarily as a result of increased sales due to an 
increased store base.

Provision for restructured operations was $.5 million in Fiscal 
1996 related to the closing of certain other retail stores.  This 
included losses from store operations from the date of 
announcement until closing, employee severance costs, estimated 
lease liabilities, loss on liquidation of inventories and 
disposition of assets and other related restructuring costs.

Net loss from continuing operations increased 41.5% to $7.5 
million ($1.00 per share) in Fiscal 1997 from $5.3 million ($.99 
per share) in the prior year.  The net loss in both Fiscal 1997 
and Fiscal 1996 did not include tax benefits.  At February 1, 
1997, the Company had approximately $18.0 million of net 
operating loss carryforwards.

Discontinued Operations

In Fiscal 1997 the Company's discontinued operations had no 
sales.  No income or loss was recognized from these operations in 
Fiscal 1997.

Net sales were $51.9 million in Fiscal 1996.

Operating loss before provision for discontinued operations was 
$1.9 million in Fiscal 1996.

Provision for loss on disposal of discontinued operations was 
$7.1 million in Fiscal 1996 related to the disposal of the 
wholesale business, including the estimated losses through the 
disposal period and the anticipated sale of two of the Company's 
distribution centers, net of income tax expense of $1.6 million.

Net loss from discontinued operations was $9.1 million ($1.70 per 
share) in Fiscal 1996 including the $7.1 million ($1.34 per 
share) provision for loss on disposal of discontinued operations.

Fiscal Year Ended February 3, 1996 Compared to
Fiscal year Ended January 28, 1995

Continuing Operations

Net sales increased a total of 37.8% to $32.1 million in Fiscal 
1996 from $23.3 million in the fiscal year ended January 28, 1995 
("Fiscal 1995").  Noodle Kidoodle sales increased $21.3 million 
or 332.8% to $27.7 million in Fiscal 1996 from $6.4 million in 
the prior year, primarily due to the addition of fourteen Noodle 
Kidoodle stores during Fiscal 1996.  Other retail sales decreased 
74.0% to $4.4 million in Fiscal 1996 from $16.9 million in the 
prior year, primarily as a result of the closing of six Playworld 
stores during January 1995.  The Company operated 18 Noodle 


                              -12-
<PAGE>

Kidoodle stores, two Playworld stores and two Toy Park stores at 
February 3, 1996, compared to four Noodle Kidoodle stores, two 
Playworld stores and two Toy Park stores at January 28, 1995.  
Fiscal 1996 contained 53 weeks compared to 52 weeks in Fiscal 
1995.  Sales for the extra week represented 1.7% of annual sales.

Gross profit (derived from net sales less the cost of products 
sold, which includes buying and warehousing costs) increased 
73.2% to $12.3 million for Fiscal 1996 from $7.1 million in 
Fiscal 1995.  Overall gross profit percentage increased to 38.3% 
in Fiscal 1996 from 30.5% in Fiscal 1995.  The increase in gross 
profit percentage was primarily attributable to increased sales 
volume at Noodle Kidoodle stores, which generated higher margins 
than the Playworld stores and an increase in gross profit 
percentage in the remaining other retail stores.  Gross profit 
percentage at Noodle Kidoodle stores increased to 37.9% in Fiscal 
1996 from 37.2% in the prior year, primarily as a result of the 
fact that buying costs (including the salaries and related 
expenses of the  Company's buyers) and certain warehousing costs 
contain some fixed elements and therefore did not rise 
commensurately with increased sales levels.  The improvement in 
buying and warehousing costs was partially offset by an increase 
in the cost of merchandise.  Gross profit percentage in the other 
retail stores increased to 40.7% in Fiscal 1996 from 28.0% in the 
prior year, primarily due to a greater sales contribution by 
higher margin Toy Park stores and a higher mix of lower margin 
merchandise in Fiscal 1995.

Selling and administrative expenses, excluding the provision for 
restructuring, increased 63.9% to $17.7 million in Fiscal 1996 
from $10.8 million in the prior year, primarily as a result of 
changes in the store base.  Selling and administrative expenses 
at Noodle Kidoodle stores increased to $13.7 million in Fiscal 
1996 from $3.2 million in the prior year, primarily as a result 
of higher direct store expenses, which increased by $6.8 million, 
higher advertising expenses, which increased by $2.2 million, and 
higher home office expenses. This increase was offset by a 
decrease in selling and administrative expenses at the other 
retail stores to $1.7 million in Fiscal 1996 from $5.3 million in 
the prior year, principally attributable to a decrease in direct 
store expenses as a result of the closing of six Playworld stores 
at the end of Fiscal 1995.  Selling and administrative expenses 
as a percentage of net sales increased to 55.0% in Fiscal 1996 
from 46.3% in the prior year.  The primary factors in the 
increase were the  higher operating costs of the Noodle Kidoodle 
stores and increased home office expenses resulting from the 
Company's rapid expansion program.

Provision for restructured operations related to the closing of 
certain other retail stores was $0.5 million in Fiscal 1996, 
compared to $3.9 million in the prior year.  This included losses 
from store operations from the date of announcement until 
closing, employee severance costs, estimated lease liabilities, 
losses on liquidation of inventories and disposition of assets 
and other related restructuring costs.


                           -13-
<PAGE>

Operating loss decreased 22.4% to $5.9 million in Fiscal 1996 
from $7.6 million in the prior year.  Excluding restructuring 
charges, the loss from operations would have been $5.4 million 
for the period ended February 3, 1996 compared to $3.7 million in 
the prior year.

Net loss from continuing operations increased 17.8% to $5.3 
million ($.99 per share) in Fiscal 1996 from $4.5 million ($.86 
per share) in the prior year.  Excluding restructuring charges, 
the net loss would have been $4.8 million ($.90 per share) in 
Fiscal 1996 compared to $2.2 million ($.41 per share) in the 
prior year.  The net loss in Fiscal 1996 included no tax benefit 
while the prior fiscal year included a tax benefit of $2.8 
million.  At February 3, 1996, the Company had approximately 
$15.0 million of net operating loss carryforwards.  The 
additional week in the Fiscal 1996 year had no material impact on 
the net loss from continuing operations.

Discontinued Operations

Net sales decreased 54.2% to $51.9 million in Fiscal 1996 from 
$113.2 million in the prior year.  This decrease resulted 
primarily from discontinuance of the wholesale business, 
effective August 30, 1995.

Operating loss before provision for discontinued operations was 
$1.9 million in Fiscal 1996 compared to operating income of $1.8 
million for the comparable period in the prior year.

Provision for discontinued operations represents a loss of $7.1 
million related to the disposal of the wholesale business, 
including estimated losses through the disposal period and the 
anticipated sale of two of the Company's distribution centers, 
net of income tax expense of $1.6 million.

Net loss from discontinued operations was $9.1 million ($1.70 per 
share) in Fiscal 1996 including the $7.1 million ($1.34 per 
share) provision for discontinued operations, as compared to net 
income of $1.1 million ($.21 per share) for the prior year.

LIQUIDITY AND CAPITAL RESOURCES

During the past three fiscal years the Company satisfied the cash 
requirements for its continuing retail operations principally 
through the sale of securities, cash flows from discontinued 
wholesale operations and internal cash balances.  These cash 
requirements principally include operating losses, working 
capital requirements and expenditures for new store openings.



                              -14-
<PAGE>
<TABLE>
<CAPTION>
                                              Fiscal Years Ended
                                        1997         1996         1995
                                                (In thousands)

<S>                                   <C>          <C>          <C>
Net cash provided by (used in)
 Operating activities:
  Continuing operations               $ (9,438)    $(7,281)     $(1,466)
  Discontinued operations               (1,585)     12,128        9,066
 Investing activities                   (1,798)     (8,960)      (2,472)
 Financing activities                   16,882         477           16_

Net increase (decrease) in cash
 and cash equivalents                    4,061      (3,636)       5,144
Cash and cash equivalents -
 beginning of year                       7,272      10,908        5,764
Cash and cash equivalents -
 end of year                          $ 11,333     $ 7,272      $10,908

</TABLE>

During Fiscal 1997, the Company generated $16.9 million of cash 
from financing activities, principally from the sale of new 
Common Stock, the net proceeds of which were approximately $16.0 
million.  Net cash used in investing activities was $1.8 million, 
composed of property additions for new stores and for upgrading 
the stores' point-of-sale computer system, which together totaled 
$9.4 million, offset by $7.6 million of proceeds from the sale of 
property from discontinued operations.  Cash was also used to 
fund $9.4 million of cash requirements for continuing operations, 
attributable to a net loss of $7.5 million and increased working 
capital needs of $4.2 million due to new store openings and 
increased inventory levels, offset by non-cash charges of $2.3 
million.  Inventory increased from $10.3 million at February 3, 
1996 to $17.3 million at February 1, 1997, primarily resulting 
from new store openings.  As a result of the foregoing, cash and 
cash equivalents increased during the year by $4.1 million.

During Fiscal 1996, the Company generated $12.1 million of cash 
from discontinued operations, primarily attributable to 
reductions in inventory and other working capital of $20.4 
million  and $.8 million of non-cash charges offset by a net loss 
of $9.1 million, which included a $7.1 million provision for the 
discontinuance of the wholesale operations.  This cash was used 
primarily to fund $7.3 million of cash requirements for 
continuing retail operations, attributable to increases in 
working capital needs of $3.5 million due to new store openings 
and increased inventory levels as well as a net loss of $5.3 
million.  Inventory increased from $4.3 million at January 28, 
1995 to $10.3 million at February 3, 1996 primarily as a result 
of new store openings.  The Company also used cash to fund 
investing activities of $9.0 million, primarily for the purchase 
of fixed assets for new stores.  As a result of the foregoing, 
cash and cash equivalents decreased during the year by $3.6 
million.

During Fiscal 1995, the Company generated $9.1 million of cash 
from discontinued operations, primarily attributable to 
reductions in working capital of $7.2 million,  net income of 
$1.1 million and $.8 million of non-cash charges.  This cash was 


                             -15-
<PAGE>

used primarily to fund $1.5 million of cash requirements for 
continuing retail operations, attributable to a net loss of $4.5 
million offset by decreased working capital needs of $1.7 
million.  Inventory decreased from $6.3 million at January 29, 
1994 to $4.3 million at January 28, 1995 as a result of the 
closing of six Playworld stores.  The Company also used cash and 
$1.0 million of proceeds received from the sale of marketable 
securities to fund $4.0 million of property additions, primarily 
for the purchase of fixed assets for new stores.  As a result of 
the foregoing, cash and cash equivalents increased during the 
year by $5.1 million.

During the past several fiscal years, the Company did not require 
any cash borrowings under its $10.0 million revolving credit 
line, which expired in June 1995.  In February 1996 the Company 
obtained a line of credit from a bank which is unsecured, and 
provides for maximum  outstandings of $10.0 million in short-term 
loans and letters of credit.  The expiration of that line of 
credit has been extended to May 31, 1997.  The Company is 
currently evaluating financing proposals from several lenders to 
replace this expiring line of credit. While the Company expects 
to enter into a new financing agreement prior to the expiration 
of the current line of credit, there is no assurance that 
financing will be available in amounts or on terms acceptable to 
the Company.

The Company expects to fund its near-term cash requirements 
principally from its existing cash balances.  The Company expects 
to finance its long-term expansion plan principally with 
externally generated funds, which may include borrowings under 
future credit facilities, and through the sale of equity, equity-
related or debt securities.  There can be no assurance that 
financing will be available in amounts, or at rates or on terms 
and conditions acceptable to the Company.  

The Company anticipates that capital expenditures in Fiscal 1998 
will be approximately $1.6 million, primarily to finance new 
stores.

The Company has available net operating loss carryforwards of 
approximately $18.0 million for income tax purposes.

Seasonality

The Company's operations are highly seasonal and approximately 
42% of its revenues fall within the Company's fourth quarter 
which coincides with the Christmas selling season.  New stores 
are expected to be opened throughout the year, but generally 
before the Christmas selling season, which will make the 
Company's fourth quarter revenues an even greater percentage of 
the total year's revenues.  Operations during the first three 
quarters are not expected to be profitable for the foreseeable 
future.


                           -16-
<PAGE>

Impact of Inflation

The impact of inflation on the Company's results of operations 
has not been significant.  The Company attempts to pass on 
increased costs by increasing product prices over time.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Reference is made to Item 14.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

                          PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information with respect to directors and executive officers of 
the Company is incorporated herein by reference to the 
information set forth under the captions "Election of Directors", 
"Executive Officers", and "Compliance with Section 16(a) of the 
Exchange Act" in the Company's Proxy Statement for its 1997 
Annual Meeting of Stockholders (the "1997 Proxy Statement").

ITEM 11. EXECUTIVE COMPENSATION.

Information with respect to executive compensation is 
incorporated herein by reference to the information set forth 
under the captions, "Committees, Meetings, and Director 
Compensation" and "Executive Compensation", excluding the 
information under the captions "Executive Compensation - 
Compensation and Stock Option Committee Report on Executive 
Compensation" and "Executive Compensation - Performance Graph", 
in the Company's 1997 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT.

Information with respect to security ownership is incorporated 
herein by reference to the information set forth under the 
caption "Security Ownership" in the Company's 1997 Proxy 
Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information with respect to certain relationships and related 
transactions is incorporated herein by reference to the 
information, if any, set forth under the caption "Certain 
Relationships and Related Transactions" in the Company's 1997 
Proxy Statement.



                              -17-
<PAGE>


                         PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
         FORM 8-K.

(a) 1. Financial Statements                             Page

       Independent auditor's report                     F-1

       Consolidated balance sheets at February
         1, 1997 and February 3, 1996                   F-2

       Consolidated statements of operations for
         the years ended February 1, 1997, 
         February 3, 1996 and January 28, 1995          F-3

       Consolidated statements of stockholders'
         equity for the years ended February 1,
         1997, February 3, 1996 and January 28, 1995    F-4

       Consolidated statements of cash flows for
         the years ended February 1, 1997, February
         3, 1996 and January 28, 1995                   F-5

       Notes to consolidated financial statements       F-6

    2.  Schedules

VIII.  Valuation and qualifying accounts (available on
      request)

All other schedules have been omitted because they are not 
applicable or the required information is shown in the financial 
statements or the notes thereto.

The individual financial statements and schedules of Registrant 
have been omitted since consolidated financial statements have 
been filed and Registrant is primarily an operating company and 
all subsidiaries included in the consolidated financial 
statements filed are wholly-owned subsidiaries.

Shareholders may obtain a copy of any exhibit not contained 
herein free of charge by writing to Kenneth S. Betuker, Vice 
President, Chief Financial Officer and Secretary, Noodle 
Kidoodle, Inc., 105 Price Parkway, Farmingdale, New York 11735.



                             -18-
<PAGE>

3.  Index to Exhibits

    (a)  The following documents are filed as Exhibits to this
         document:
<TABLE>
<CAPTION>
      Exhibit
      Number    Description of Document

<S>             <C>
      3.1       Certificate of Incorporation of the Registrant
                currently in effect, with all amendments thereto
                (Incorporated by reference to Exhibit 3.1 to
                Registrant's Form S-1 Registration Statement
                (Commission File No. 33-65029), effective
                February 13, 1996)

     3.2       (New York) Certificate of Merger of Noodle
               Kidoodle, Inc., a New York corporation, into
               Noodle Kidoodle, Inc., a Delaware corporation
               (Incorporated by reference to Exhibit 3.2 to
               Registrant's Form S-1 Registration Statement
               (Commission File No. 33-65029), effective
               February 13, 1996)

     3.3       Agreement and Plan of Merger of Noodle Kidoodle,
               Inc., a New York corporation, and Noodle
               Kidoodle, Inc., a Delaware corporation
               (Incorporated by reference to Exhibit 3.3 to
               Registrant's Form S-1 Registration Statement
               (Commission File No. 33-65029), effective
               February 13, 1996)

     3.4       By-laws of Registrant (Incorporated by reference
               to Exhibit 3.4 to Registrant's Form S-1
               Registration Statement(Commission File No. 33-
               65029), effective February 13, 1996)

    3.5       (Delaware) Certificate of Merger of Noodle
              Kidoodle, Inc., a New York corporation into
              Noodle Kidoodle, Inc., a Delaware corporation
              (Incorporated by reference to Exhibit 3.5 to
              Registrant's Form S-1 Registration Statement
              (Commission File No. 33-65029), effective
              February 13, 1996)

     3.6*     Plan of Merger of C.W.P.W., Inc., a Michigan
              corporation, into Noodle Kidoodle, Inc., a
              Delaware corporation

     3.7*     Certificate of Ownership and Merger of C.W.P.W.,
              Inc., a Michigan corporation, into Noodle
              Kidoodle, Inc., a Delaware corporation



                                -19-
<PAGE>


     4.1      Rights Agreement, dated as of May 6, 1988,
              between Registrant and Manufacturers Hanover
              Trust Company, as Rights Agent (Incorporated by
              reference to Registrant's Report on Form 8-K
              dated May 6, 1988 and the exhibits filed
              therewith)

     4.2      First Amendment to Rights Agreement dated as of
              November 22, 1991 (Incorporated by reference to
              Registrant's Report on Form 8-K, dated November
              22, 1991, and the exhibits filed therewith)

    10.1      Stock Incentive Plan and Outside Directors Stock
              Option Plan, dated April 26, 1994 (Incorporated
              by reference to Registrant's Form S-8
              Registration Statement (Commission File No. 33-
              82104), effective July 26, 1994 and the exhibits
              filed therewith)

    10.2      Employment Agreement by and between Registrant
              and Stanley Greenman dated as of February 1,
              1995 (Incorporated by reference to Registrant's
              Annual Report on Form 10-K for the fiscal year
              ended January 28, 1995)

    10.3      Employment Agreement by and between Registrant
              and Stewart Katz dated as of February 1, 1995
              (Incorporated by reference to Registrant's
              Annual Report on Form 10-K for the fiscal year
              ended January 28, 1995)

    10.4      Non-Contributory Insured Medical Reimbursement
              Plan (Incorporated by reference to Exhibit 10.05
              to Registrant's Annual Report on Form 10-K for
              the fiscal year ended January 30, 1993)

    10.5      Agreement and Plan of Merger dated February 1,
              1994 by and between Registrant and certain
              wholly-owned subsidiaries of the Registrant
              (Incorporated by reference to Exhibit 10.08 to
              Registrant's Annual Report on Form 10-K for
              fiscal year ended January 29, 1994)

     10.6    Amendment to Outside Directors Stock Option Plan,
             dated December 13, 1995 (Incorporated by
             reference to Exhibit 10.6 to Registrant's Form S-
             1 Registration Statement (Commission File No. 33-
             65029), effective February 13, 1996)

     10.7*   Purchase and Sale Agreement - Farmingdale Facility



     11.1*  Computation of Earnings Per Share 
            




                               -20-
<PAGE>

     21.1*  Subsidiaries of Registrant 

     27.0*  Financial Data Schedule
</TABLE>

     (b)  The following documents are filed as Schedules to
          this Document:

     Schedule
     Number        Description of Document

     VIII          Valuation and Qualifying Accounts for the
                   Fiscal Years Ended February 1, 1997, February
                   3, 1996 and January 28, 1995

(b)  Reports on Form 8-K

    None

    * Filed herewith








                                  -21-
<PAGE>





                        SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has caused 
this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

                                 NOODLE KIDOODLE, INC.
                                 (Registrant)

April 24, 1997              BY:  /s/Stanley Greenman
                                 Stanley Greenman
                                 Chairman of the Board,
                                 Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act 
of 1934, this report has been signed below by the following 
persons on behalf of the Registrant in the capacities and on 
the date indicated.


/s/Stanley Greenman              /s/Robin Farkas
Stanley Greenman                 Robin Farkas, Director
Chairman of the Board,
Chief Executive Officer,
and Treasurer                    /s/Lester Greenman
(Principal Executive Officer)    Lester Greenman, Director


/s/Stewart Katz                  /s/Joseph Madenberg
Stewart Katz, President,         Joseph Madenberg, Director
Chief Operating Officer,
Assistant Secretary and Director
                                 /s/Melvin C. Redman
                                 Melvin C. Redman, Director
/s/Kenneth S. Betuker
Kenneth S. Betuker
Vice President,                  /s/Barry W. Ridings
Chief Financial Officer          Barry W. Ridings, Director
and Secretary
(Principal Financial and
Accounting Officer)              /s/Robert Stokvis
                                 Robert Stokvis, Director





                              -22-
<PAGE>




                INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors of Noodle 
Kidoodle, Inc.

We have audited the accompanying consolidated balance sheets 
of Noodle Kidoodle, Inc. and Subsidiaries as of February 1, 
1997 and February 3, 1996 and the related consolidated 
statements of operations, stockholders' equity, and cash 
flows for each of the three years in the period ended 
February 1, 1997.  Our audits also include the financial 
statement schedule listed in the index at Item 14(a)2.  
These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an 
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally 
accepted auditing standards.  Those standards require that 
we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the 
accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide 
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the consolidated 
financial position of Noodle Kidoodle, Inc. and Subsidiaries 
as of February 1, 1997 and February 3, 1996 and the results 
of their operations and cash flows for each of the years in 
the three year period ended February 1, 1997 in conformity 
with generally accepted accounting principles.  Further, in 
our opinion, the above referenced financial statement 
schedule, when considered in relation to the basic 
consolidated financial statements taken as a whole, presents 
fairly in all material respects the information set forth 
therein.



Janover Rubinroit, LLC

/s/Janover Rubinroit, LLC

Garden City, New York
March 31, 1997


                                 F-1
<PAGE>

<TABLE>

                 NOODLE KIDOODLE, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                 February 1, 1997 and February 3, 1996

<CAPTION>
                                                 February 1, February 3,
                                                    1997        1996
                                             (In thousands except share data)

<S>                                               <C>         <C>
                                ASSETS

Current assets:
 Cash and cash equivalents                         $11,333    $ 7,272
 Merchandise inventories                            17,318     10,328
 Prepaid expenses and other current assets           2,752      3,043
 Net assets of discontinued operations                   -      3,584

  Total current assets                              31,403     24,227

Property, plant and equipment at cost               23,687     16,535
 Less accumulated depreciation                       4,104      3,541
                                                    19,583     12,994

Other assets                                            50         55

 Total Assets                                      $51,036    $37,276


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Current maturities of long-term debt              $    18    $     -
 Trade accounts payable                              5,049      5,283
 Accrued expenses and taxes                          7,092      4,913
 Net liabilities of discontinued operations          2,425          -

  Total current liabilities                         14,584     10,196

Long-term debt                                         753          -

Commitments and contingencies                            -          -

Stockholders' equity:
 Preferred stock-authorized 1,000,000 shares,
  par value $.001 (none issued)                          -          -
 Common stock-authorized 15,000,000 shares,
  par value $.001; issued 8,503,901 and
  6,300,401 shares, respectively                         9          6
 Capital in excess of par value                     43,063     26,955
 Retained earnings (deficit)                        (3,581)     3,911
                                                    39,491     30,872
Less treasury stock, at cost, 924,261 shares         3,792      3,792

  Total stockholders' equity                        35,699     27,080

Total Liabilities and Stockholders' Equity         $51,036    $37,276




The accompanying notes are an integral part of the financial statements.

</TABLE>

                                  F-2
<PAGE>
<TABLE>

                         NOODLE KIDOODLE, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                For the Fiscal Years Ended
               February 1, 1997, February 3, 1996 and January 28, 1995

<CAPTION>
                                            February 1,    February 3,    January 28,
                                               1997           1996           1995
                                              (In thousands except share data)

<S>                                        <C>            <C>            <C>
Net sales                                    $59,410        $32,143        $23,308

Costs and expenses:
 Cost of products sold including
  buying and warehousing costs                36,542         19,825         16,192
 Selling and administrative expenses          31,124         17,680         10,790
 Provision for restructured operations             -            500          3,900
                                              67,666         38,005         30,882

 Operating loss                               (8,256)        (5,862)        (7,574)
Interest income                                  839            633            372
Interest expense                                 (75)           (43)           (75)
 Loss from continuing operations
  before income taxes                         (7,492)        (5,272)        (7,277)
Income taxes (benefit)                             -             -          (2,787)

 Net (loss) from continuing operations        (7,492)        (5,272)        (4,490)

Discontinued operations:
 Income (loss) net of income tax
  expense of $0, $0 and $685, respectively         -         (1,914)         1,096
 Operating loss of $7,305  including gain
  from disposal of assets and income taxes
  of $1,602                                        -         (7,145)             -

 Net income (loss) from discontinued
  operations                                       -         (9,059)         1,096

 Net (loss)                                  $(7,492)      $(14,331)       $(3,394)

Net income (loss) per share:
 Continuing operations                       $ (1.00)      $   (.99)       $  (.86)
 Discontinued operations                           -          (1.70)           .21

 Net (loss) per share                        $ (1.00)      $  (2.69)       $  (.65)

Weighted average shares outstanding        7,487,803      5,320,137      5,220,222








The accompanying notes are an integral part of the financial statements.
</TABLE>



                                  F-3
<PAGE>
<TABLE>

                          NOODLE KIDOODLE, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                For the Fiscal Years Ended
                 February 1, 1997, February 3, 1996 and January 28, 1995
                                   (In thousands)
<CAPTION>
                                     Common Stock  Capital in  Retained   Treasury Stock
                                                    Excess of  Earnings      (at Cost)
                                    Shares  Amount  Par Value  (Deficit)  Shares   Amount

<S>                                 <C>    <C>      <C>        <C>        <C>      <C>     
Balance - January 29, 1994          6,119  $  612    $25,608    $21,636     924    $3,792
 Exercise of stock options
  including related tax benefits      169      17        193         --      --        --
 Tender of shares as payment
  for options exercised              (103)    (10)        --         --      --        --
 Net loss for the year                 --      --         --     (3,394)     --        --

Balance - January 28, 1995          6,185     619     25,801     18,242     924     3,792
 Exercise of stock options            115      12        529         --      --        --
 Change in par value of
  common stock                         --    (625)       625         --      --        --
 Net loss for the year                 --      --         --    (14,331)     --        --

Balance - February 3, 1996          6,300       6     26,955      3,911     924     3,792
 Common stock offering, net         2,180       3     16,007          -       -         -
 Exercise of stock options             24       -        101          -       -         -
Net loss for the year                   -       -          -     (7,492)      -         -

Balance - February 1, 1997          8,504  $    9    $43,063    $(3,581)    924    $3,792










The accompanying notes are an integral part of the financial statements.
</TABLE>




                                      F-4
<PAGE>

<TABLE>

                         NOODLE KIDOODLE, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                               For the Fiscal Years Ended
               February 1, 1997, February 3, 1996 and January 28, 1995
                                  (In thousands)
<CAPTION>
                                              February 1,     February 3,     January 28,
                                                 1997            1996            1995

<S>                                           <C>             <C>             <C>       
Cash flows from operating activities:
 Net loss from continuing operations           $(7,492)        $(5,272)        $(4,490)
 Adjustments to reconcile to net cash 
  provided (used):
    Depreciation                                 1,926           1,028             499
    Restructuring charges - non-cash portion         -             500             834
    Loss on disposal of fixtures and equipment     327               -               -
    Decrease (increase) in non-cash                  -               -               -
      working capital accounts:
      Merchandise inventories                   (6,990)         (5,998)          1,989
      Prepaid expenses and other current assets    291             (63)         (1,905)
      Trade accounts payable                      (234)          3,021            (125)
      Accrued expenses and taxes                 2,734            (497)          1,732 
 
 Net cash used in continuing operations         (9,438)         (7,281)         (1,466)

 Net income (loss) from discontinued
  operations                                         -          (9,059)          1,096
 Adjustments to reconcile to net cash
  provided (used):
   Decrease (increase) in non-cash working
   capital accounts and other                   (1,585)         21,187           7,970
 Net cash provided by (used in)
  discontinued operations                       (1,585)         12,128           9,066

 Net cash provided by (used in) operating
  activities                                   (11,023)          4,847           7,600

Cash flows from investing activities:
 Proceeds from sale of securities                    -               -           1,000
 Proceeds from sales of property - 
  discontinued operations                        7,594               -               -
 Property additions:
  Continuing operations                         (9,397)         (8,877)         (2,751)
  Discontinued operations                            -             (86)         (1,213)
Other                                                5               3             492

 Net cash used in investing activities          (1,798)         (8,960)         (2,472)

Cash flows from financing activities:
 Proceeds from sale of common stock             16,010               -               -
 Increase in long-term debt                        780               -               -
 Reduction of long-term debt                        (9)            (64)            (64)
 Exercise of employee options                      101             541              80
 Net cash provided by financing
  activities                                    16,882             477              16
 Net increase (decrease) in cash and cash
  equivalents                                    4,061          (3,636)          5,144
 Cash and cash equivalents - beginning of year   7,272          10,908           5,764

 Cash and cash equivalents - end of year       $11,333         $ 7,272         $10,908

Supplemental cash flow information:
 Net cash paid (received) during the year for:
  Interest expense                             $    75         $    43         $    75
  Income taxes, net                                  -          (1,512)            328

The accompanying notes are an integral part of the financial statements.
</TABLE>



                                       F-5
<PAGE>


             NOODLE KIDOODLE, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

The following summary of the Company's major accounting policies is 
presented to assist in the interpretation of the financial statements.

Principles of consolidation
The consolidated financial statements include the accounts of the parent 
company and all subsidiary companies.  All significant intercompany 
balances and transactions are eliminated in consolidation.  The Company and 
its subsidiaries are on a 52-53 week accounting period ending on the 
Saturday closest to January 31.  Fiscal 1997 and 1995 each contained 52 
weeks and Fiscal 1996 contained 53 weeks.

Description of business
The Company is a specialty retailer of a broad assortment of educationally 
oriented, creative and non-violent children's products, including toys, 
books, games, video and audio tapes, computer software, crafts, and other 
learning products.

Cash equivalents and short-term investments
All highly liquid investments purchased with a maturity of three months or 
less are considered to be cash equivalents.  The Company places its 
temporary cash investments in high grade instruments with high credit 
quality financial institutions and, by policy, limits the amount of credit 
exposure to any one financial institution.

Inventories
Inventories are stated at the lower of cost (first-in, first-out) or 
market.

Earnings per share
The computation of earnings per share is based on the weighted average 
number of outstanding common shares.  The inclusion of common stock 
equivalents had no significant dilutive effect or were antidilutive and 
therefore, were not utilized in the computations of net income (loss) per 
share.

Property, plant and equipment
Plant and equipment is stated at cost and is depreciated on a straight-line 
basis over estimated useful lives.  Repairs and maintenance are charged to 
expense as incurred; renewals and betterments, which significantly extend 
the useful lives of existing plant and equipment, are capitalized.

Leasehold improvements are amortized over the terms of the respective 
leases or over their useful lives, whichever is shorter.  Useful lives of 
other plant and equipment varie among the classifications, but range for 
buildings and improvements from 10-40 years and for fixtures and equipment 
from 4-10 years.





                                   F-6
<PAGE>


Pre-opening expenses
Costs incurred in the opening of new stores are amortized over the first 
twelve months of operations.

Income taxes
Deferred taxes provided under SFAS No. 109 result principally from 
temporary differences in depreciation, capitalized inventory costs, 
restructuring charges, and allowance for doubtful accounts.

Use of estimates
The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities at 
the date of the financial statements and the reported amounts of revenue 
and expense during the reporting period.  Actual results could differ from 
those estimates.

Fair value disclosures
The carrying amounts of cash and cash equivalents, other current assets, 
accounts payable and other current liabilities approximates fair value 
because of the short term maturity of these instruments.  The stated value 
of long-term debt, including current maturities, approximates fair value.

Accounting changes
Effective February 4, 1996, the Company adopted Statement of Financial 
Accounting Standards ("SFAS") No. 121, "Accounting for The Impairment of 
Long-Lived Assets and for Long-Lived Assets to be Disposed of".  This 
statement requires companies to write down to estimated fair value long-
lived assets that are impaired.  The adoption of SFAS No. 121 resulted in 
no impairment loss required to be recognized for applicable assets of 
continuing operations.

Effective February 4, 1996, the Company adopted SFAS No. 123, "Accounting 
for Stock-Based Compensation", which encourages, but does not require, 
recognition of compensation expense for all stock-based awards granted to 
employees.  The Company has adopted the disclosure only provisions, and 
accordingly, no compensation cost has been recognized for the stock option 
plans.  The Company's stock compensation plans are discussed in Note 8.


NOTE 2 - DISCONTINUED OPERATIONS:

On August 30, 1995, the Company adopted a formal plan to discontinue its 
wholesale business segment.  The plan provided for the sale of two of the 
Company's distribution centers and the disposition through sale or 
liquidation of substantially all of the operating assets of such segment.

The operations and net assets of the wholesale business segment are being 
accounted for as a discontinued operation, and accordingly, its operating 
results and net assets are reported in this manner in all periods presented 
in the accompanying consolidated financial statements.

In connection with discontinuing its wholesale operations, the Company 
recorded a provision of $7.1 million in the fiscal quarter ended July 29, 
1995 for (i)estimated gains or losses on the sale or liquidation of 


                               F-7
<PAGE>


wholesale assets and (ii) estimated losses until such disposal or 
liquidation is completed.

Summary of operating results from discontinued operations are as follows:
<TABLE>
<CAPTION>
                                       Fiscal Years Ended
                           February 1,     February 3,     January 28,
                              1997            1996            1995
                                         (In thousands)

<S>                        <C>             <C>              <C>
Net sales                    $     -        $51,931         $113,194
Gross profit                       -          9,726           24,604
Operating income (loss)            -         (1,914)           1,781
Provision for discontinued
 operations                        -          7,145                -
Net income (loss)                  -         (9,059)           1,096

</TABLE>

Net assets of this segment at February 3, 1996 consisted principally of 
accounts receivable and properties of $5,131,000 less accounts payable 
accrued expenses and capital lease obligations of $1,547,000.  Net 
liabilities of this segment at February 1, 1997 consisted principally of 
accounts payable, accrued expenses and capitalized lease obligations of 
$3,712,000 less accounts receivable and properties of $1,287,000.



NOTE 3 - PROPERTY, PLANT AND EQUIPMENT:
<TABLE>
<CAPTION>
                                  Fiscal Years Ended
                              February 1,     February 3,
                                 1997            1996
                                    (In thousands)

<S>                           <C>           <C>
Land                             $   272    $   272
Building and improvements          1,665      1,658
Fixtures and equipment            10,735      6,931
Leasehold improvements            11,015      7,674
                                  23,687     16,535

Less accumulated depreciation     (4,104)    (3,541)

                                 $19,583    $12,994
</TABLE>





                                  F-8
<PAGE>


NOTE 4 - ACCRUED EXPENSES AND TAXES:
<TABLE>
<CAPTION>
                                 Fiscal Years Ended
                              February 1,     February 3,
                                 1997            1996
                                    (In thousands)

<S>                           <C>               <C> 
Payroll and related benefits     $  752         $  468  
Rent and occupancy                1,532            512
Insurance                           312            276
Restructuring charges             1,424          1,929
Fixtures and equipment              602            297
Other                             2,470          1,431

                                 $7,092         $4,913

</TABLE>












                                F-9
<PAGE>



NOTE 5 - LONG-TERM DEBT:

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                    Fiscal Years Ended
                                 February 1,  February 3,
                                    1997         1996
                                      (In thousands)

<S>                              <C>          <C>
Bank credit line                    $  -         $  -

8% unsecured promissory note,
 due in quarterly installments
 through 2016                        771            -

                                     771            -

Less current maturities               18            -

                                    $753         $  -
</TABLE>

The Company has an unsecured credit line with a bank which provides for 
maximum borrowings of $10 million until May 31, 1997, to be used to meet 
the Company's normal short term working capital needs.  Interest on 
borrowings will be at either the bank's prime rate or at a Eurodollar rate.  
The Company had no borrowings under this agreement during Fiscal 1997 and 
1996.  Annual maturities of long-term debt during the next five years are 
$18,000, $20,000, $21,000, $23,000, and $25,000.

NOTE 6 - COMMITMENTS AND CONTINGENCIES:

Minimum annual commitments under non-cancelable leases in effect at 
February 1, 1997 are as follows:
<TABLE>
<CAPTION>
                                                Sublease
                           Operating             Rental
                             Leases              Income
                                  (In thousands)

<S>                        <C>                  <C>
1998                       $ 8,243              $   360
1999                         8,833                  150
2000                         8,932                    -
2001                         8,998                    -
2002                         9,125                    -
Thereafter                  42,331                    -

Total minimum obligations  $86,462              $   510
</TABLE>

At February 1, 1997, the Company and its subsidiaries were lessees of 
stores and transportation equipment under various leases.  In addition to 
fixed rents and rentals based on sales, certain of the leases require the 
payment of taxes and other costs.  Some leases include renewal options.





                                 F-10
<PAGE>


Rental expense (income) for operating leases was as follows:
<TABLE>
<CAPTION>
                                  Fiscal Years Ended
                         February 1,  February 3,  January 28,
                            1997         1996         1995
                                    (In thousands)

<S>                      <C>          <C>          <C>
Minimum rentals            $ 5,430      $3,089       $1,850
Taxes and other costs        2,115       1,335        1,027
Sublease rentals              (642)       (916)        (953)

                           $ 6,903      $3,508       $1,924
</TABLE>

Litigation
Several lawsuits are pending against the Company.  In the opinion of 
management, the Company has meritorious defenses or is covered by 
insurance, and the Company's liability, if any, when ultimately determined, 
will not be material.

Employment and consulting agreements
The Company has employment and consulting agreements with certain 
directors, officers, and employees.  Certain agreements provide for minimum 
salary levels as well as for incentive bonuses which are payable if 
specified performance goals are attained.


NOTE 7 - CAPITAL STOCK:

Common Stock
On February 13, 1996, the Company completed a public offering of 2.18 
million shares (including the over allotment option) of common stock at 
$8.00 per share.  Proceeds from the offering, net of commissions and 
expenses, were approximately $16.0 million. The net proceeds from the 
offering are being used primarily to finance the Company's store expansion 
plans as well as for general corporate purposes, including approximately 
$1.0 million to improve its MIS systems capabilities.

Preferred stock
The Company has 1,000,000 authorized (non-issued) shares of preferred 
stock, par value $0.001, consisting of 440,000 shares of Series A Junior 
Participating Preferred reserved for use under the Stockholders' Rights 
Plan and the remainder for other unspecified purposes.

Stockholders' rights plan
Each outstanding share of the Company's common stock carries a stock 
purchase right.  Under certain circumstances, as defined in a rights 
agreement, each right may be exercised to purchase 1/100 of a share of 
Series A Junior Participating Preferred Stock for $25.00, subject to 
certain anti-dilution adjustments.  The rights are redeemable by the 
Company or, under certain circumstances, by a third party to whom the 
Company assigns its rights at $.01 each until a person or group acquires 
fifteen percent of the Company's common stock or until they expire on May 
15, 1998.



                              F-11
<PAGE>



Treasury stock
On February 4, 1993, the Company's Board of Directors authorized the 
repurchase from time to time of up to 500,000 shares of its common stock.  
The Company purchased 413,600 shares of common stock at an average price of 
$4.52 per share under this authorization.  In April 1995, the Board 
terminated its stock repurchase program.

NOTE 8 - STOCK OPTIONS:

Stock incentive plan
The Company's Stock Incentive Plan (the "Plan") for key employees and 
consultants, reserves 500,000 shares of common stock for the issuance of 
stock options, stock appreciation rights (SAR's), dividend equivalent 
rights, restricted stock, unrestricted stock and performance shares and is 
administered by the Compensation and Stock Option Committee (the 
"Committee") of the Board of Directors of the Company.

Under the terms of the Plan, options granted may be either non-qualified or 
incentive stock options and the exercise price, determined by the 
Committee, shall be at least 75% (100% in the case of an incentive stock 
option) of the fair market value of a share on the date of grant.  SAR's 
may be granted (subject to specified restrictions) in connection with all 
or any part of, or independently of, any option granted under the Plan.  No 
SAR's, dividend equivalent rights, restricted stock, unrestricted stock or 
performance shares have been granted to date under the Plan.  Options 
granted under the Plan are exercisable in installments; however, no options 
are exercisable within one year or later than ten years from the date of 
grant.

Stock option plan for outside directors
The Company's Outside Directors Stock Option Plan reserves 125,000 shares 
of common stock for the issuance of stock options related to this plan.  
The Stock Option Plan for Outside Directors provides that upon the initial 
election to the Board, each eligible director is granted an option to 
purchase 5,000 shares of common stock and 4,000 shares each year thereafter 
at the fair market value on the date of grant.  The options have a term of 
five years and become exercisable 50% on the first anniversary of the date 
of grant and 50% on the second anniversary of the date of grant.


The following summary sets forth the activity under the Company's stock 
incentive plans:
<TABLE>
<CAPTION>
                                           Fiscal Years Ended
                                 February 1, 1997      February 3, 1996
                               Shares  Price Range   Shares  Price Range

<S>                            <C>     <C>   <C>     <C>     <C>   <C>
Outstanding at beginning
 of year                       580,359 $3.50-$13.13  501,459  $3.50-$ 6.50
Granted                        272,000 $5.63-$ 8.00  213,500  $4.56-$13.13
Exercised                      (23,500)$3.50-$ 4.81 (115,100) $4.00-$ 6.50
Terminated                    (198,000)$4.56-$13.13  (19,500) $4.13-$ 6.50
Outstanding at end of
 year                          630,859 $4.13-$13.13  580,359  $3.50-$13.13
Exercisable at end of
 year                          312,609 $4.13-$13.13  298,078  $3.50-$ 6.50
Available for grant at
 end of year                   253,500               279,250
</TABLE>



                                      F-12
<PAGE>



The Company has adopted the disclosure only provisions of SFAS No. 123, 
"Accounting For Stock Based Compensation", and, accordingly, no 
compensation cost has been recognized for the stock option plans.

The fair value of options at date of grant was estimated using the Black-
Scholes model with the following weighted average assumptions:
<TABLE>
<CAPTION>
                                          Fiscal Years Ended
                                   February 1,          February 3,
                                      1997                 1996

<S>                                <C>                  <C>
Expected life (years)                   5                    5
Risk-free interest rate               6.0%                 6.5%
Expected volatility                  45.3%                35.4%
Dividend yield                        0.0%                 0.0%
</TABLE>

Had compensation for options granted in Fiscal 1997 and 1996 been 
determined consistent with SFAS No. 123, the Company's net loss and net 
loss per share would approximate the pro-forma amounts indicated below (in 
thousands, except share data).
<TABLE>
<CAPTION>
                                          Fiscal Years Ended
                                   February 1,          February 3,
                                      1997                 1996

<S>                                <C>                  <C>
Net loss                           $(7,558)             $(14,400)
Net loss per share                   (1.01)                (2.71)
</TABLE>

The effects of applying SFAS No. 123 in this proforma disclosure are not 
indicative of future effects.  SFAS No. 123 does not apply to awards prior 
to Fiscal 1996, and additional awards in future years are anticipated.

The weighted average fair value of options granted was $4.09 and $5.17 for 
Fiscal 1997 and 1996, respectively.

NOTE 9 - TAXES ON INCOME:

Income taxes (benefit) consist of the following:
<TABLE>
<CAPTION>
                                    Fiscal Years Ended
                           February 1,  February 3, January 28,
                              1997         1996        1995
                                     (In thousands)

<S>                        <C>          <C>          <C>
Current:
  Federal                    $    -      $    -       $(1,429)
  State and local                 -           -             -

                                  -           -        (1,429)
Deferred                          -       1,602          (673)

                                  -       1,602        (2,102)

Discontinued operations           -       1,602           685

Continuing operations        $    -      $    -       $(2,787)
</TABLE>




                                          F-13
<PAGE>

A reconciliation of the statutory federal income tax rate attributable to 
income (loss) from continuing operations to the effective income tax rate 
is as follows:
<TABLE>
<CAPTION>

<S>                          <C>          <C>           <C>        
Federal at statutory rates      (34)%      (34)%         (34)%
State and local taxes
  net of federal tax benefits    (4)        (4)           (4)
Losses with no current tax
  benefit                        38         38             -

                                  -%         -%           (38)%

</TABLE>
The components of deferred tax assets (liabilities) consist of the 
following:
<TABLE>
<CAPTION>
                                         Fiscal Years Ended
                                      February 1,  February 3,
                                         1997         1996
                                           (In thousands)

<S>                                   <C>          <C>
Net operating loss carryforward
 (expires 2012)                         $6,760       $5,742
Capitalizable inventory costs              312          160
Discontinued operations                    992            -
Allowance for doubtful accounts            485          485
Restructured operations and other          778          459

 Gross deferred tax assets               9,327        6,846

Depreciation                              (433)        (126)

 Gross deferred tax liabilities           (433)        (126)

 Net deferred tax assets                 8,894        6,720


Valuation allowance                      8,894        6,720

Net tax assets                          $    -      $    -

</TABLE>
Deferred income taxes result from temporary differences in the recognition 
of revenue and expense for tax and financial statement purposes.  Principal 
items resulting in deferred income tax liabilities or assets are 
differences in depreciation, inventory valuations, restructuring charges 
and allowance for doubtful accounts.

As a result of the Company's decision to discontinue the wholesale business 
segment, the Company has incurred losses for which no current tax benefits 
are available.  Management's decision resulted in a reevaluation of its 
ability to fully recognize its 1995 deferred tax assets.  The provision for 
income taxes for the year ended February 3, 1996 results primarily from a 



                                  F-14
<PAGE>

reduction in net deferred tax assets.  For financial reporting purposes, 
the effective tax rate in Fiscal 1996 represents an increase in the 
valuation allowance of net deferred tax assets to an amount realizable 
based upon taxes paid for prior years without relying on future income.


NOTE 10 - EMPLOYEE RETIREMENT PLANS:

The Company has a 401-k savings plan designed to provide additional 
financial security during retirement by providing eligible employees with 
an incentive to make regular savings contributions.  The Company matches 
10% of the first 4% of compensation contributed by the employee.

The Company participates in various multi-employer pension plans.  
Contributions and costs are determined in accordance with the provisions of 
negotiated labor contracts or terms of the plans.  The Company does not 
administer or control the plans.  One of the plans covering certain former 
employees, to which the Company and many other employers made 
contributions, has been terminated.  The Employee Retirement Income 
Security Act ("ERISA") imposes certain liabilities upon employers who are 
contributors to a multi-employer pension plan in the event of withdrawal or 
termination of such a plan.  During the year, the Company agreed to settle 
its liability for approximately $780,000, payable in quarterly installments 
over 20 years, plus interest at 8% per annum.  The liability was provided 
for in prior periods and was charged to discontinued operations in those 
periods.


NOTE 11 - INDUSTRY SEGMENTS:

The Company operates substantially in one industry segment which includes 
the retail sales of children's toys and other products.


NOTE 12 - PROVISION FOR RESTRUCTURED OPERATIONS:

On August 10, 1994, the Company announced the closing of stores operating 
under the name Playworld Toy Stores and one leased department operation.  A 
provision of $3,900,000 was recorded for restructuring costs representing 
employee severance costs ($550,000), estimated lease liabilities 
($1,050,000), losses on liquidation of inventories ($1,250,000), 
disposition of fixed assets ($1,000,000) and other related restructuring 
costs ($50,000).  This charge increased the net loss for Fiscal 1995 by 
$2,340,000, ($.45 per share).  The Company provided an additional $500,000 
($.09 per share) in Fiscal 1996 primarily to reflect the closing of one 
additional store that was not anticipated previously.


                               F-15
<PAGE>


NOTE 13 - INTERIM FINANCIAL DATA (UNAUDITED):
<TABLE>
<CAPTION>
                               
                                          First     Second       Third       Fourth
                                         Quarter    Quarter     Quarter     Quarter
                                            (In thousands except per share data)

<S>                                      <C>        <C>         <C>         <C>
Fiscal Year Ended February 1, 1997:
  Sales                                  $ 9,113    $ 9,531     $11,845     $28,921
  Gross profit                             3,186      3,446       4,604      11,632
  Net income (loss) - continuing
    operations                           $(2,693)   $(3,075)    $(2,468)    $   744

Net income (loss) per share:             $  (.37)   $  (.41)    $  (.33)    $   .10
Weighted average shares
   outstanding                             7,239      7,558       7,574       7,580

Fiscal Year Ended February 3, 1996:
  Sales                                  $ 3,281    $ 3,939     $ 6,288     $18,635
  Gross profit                             1,162      1,396       2,166       7,594
  Net income (loss):
    Continuing operations                 (1,226)    (1,674)     (2,970)        598
    Discontinued operations                 (840)    (8,219)         --          --
      Net income (loss)                  $(2,066)   $(9,893)    $(2,970)    $   598

  Net income (loss) per share:
    Continuing operations                $  (.23)   $  (.32)    $  (.55)    $   .11
    Discontinued operations                 (.16)     (1.55)         --          --

      Net income (loss) per share        $  (.39)   $ (1.87)    $  (.55)    $   .11
  Weighted average shares
   outstanding                             5,263      5,287       5,356       5,615

</TABLE>
The Company's sales are highly seasonal.  Income (loss) per share 
calculations for each of the quarters are based on the weighted average 
number of shares outstanding for each period and the sum of the quarters 
may not necessarily be equal to the full year income (loss) per share 
amount.
                



                                    F-16
<PAGE>


SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
                                      For the Fiscal Years Ended
                         February 1, 1997, February 3, 1996 and January 28, 1995
                                             (In thousands)

     Column A              Column B             Column C            Column D     Column E
                                               Additions
                                             (1)         (2)
                         Balance at      Charged to   Charged to   Deductions   Balance at 
                         beginning of    costs and    other                     end of
                         year            expenses     accounts                  year  

<S>                      <C>             <C>          <C>          <C>          <C>
For estimated losses
in collection:

Year ended February 1,
  1997                   $ 1,277         $     -      $     -      $    -     $ 1,277

Year ended February 3,
  1996                   $   983         $   581      $     -      $  287 (a) $ 1,277

Year ended January 28,
  1995                   $   874         $   250      $     -      $  141 (a) $   983



(a)  Write-offs net of recoveries

All amounts are included in discontinued operations.
</TABLE>






<PAGE>

EXHIBIT 11.1
<TABLE>
                                   NOODLE KIDOODLE, INC. AND SUBSIDIARIES
                                      COMPUTATION OF EARNINGS PER SHARE
<CAPTION>

                                                  Fiscal Years Ended
                             February 1,  February 3, January 28,  January 29, January 30,
                                1997         1996        1995         1994         1993
                             (52 weeks)   (53 weeks)  (52 weeks)   (52 weeks)   (52 weeks)


<S>                         <C>          <C>           <C>          <C>         <C> 
(a) Net income (loss)       $(7,491,769) $(14,330,657) $(3,394,364) $  709,487  $1,801,120

(b) Weighted average number
     of shares of common
     stock outstanding during
     year                     7,487,803     5,320,137    5.220,222   5,338,012   5,574,547

Income (loss) per share
 (a/b)                      $     (1.00) $      (2.69) $      (.65) $      .13  $      .32

(c) Incremental shares based
    on the treasury stock
    method for stock options,
    using the average market
    price                       112,631       178,110      141,219      59,673      94,082

(d)Incremental shares based
    on the treasury stock
    method for stock options,
    using the ending market
    price                       112,625       205,168      153,036      82,310      94,082

Income (loss) per common
 and common equivalent
 shares (primary)
 (a/(b+c))                  $      (.99) $      (2.61) $      (.63) $      .13  $      .32

Income (loss) per common
 and common equivalent
 shares assuming full
 dilution (a/(b+d))         $      (.99) $      (2.59) $      (.63) $      .13  $      .32


NOTE:  The inclusion of common stock equivalents were antidilutive in Fiscal 1995, 1996,
       and 1997 and had no significant dilutive effect on all other years presented, and
       therefore, were not utilized in the above computation of income (loss) per share.

</TABLE>




<PAGE>


<TABLE>
<CAPTION>
                             EXHIBIT 21.1
                       SUBSIDIARIES OF REGISTRANT



                                Name(s) Under Which
Name of Subsidiary        Jurisdiction of Incorporation     Subsidiary Does Business

<S>                       <C>                               <C>
M.Z. Catalog Services,              New  Jersey             M.Z. Catalog Services, Inc.
Inc.






</TABLE>

<PAGE>