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

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

              For the fiscal year ended January 30, 1999

                   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.)

   6801 Jericho Turnpike, Syosset, NY           11791
(Address of Principal Executive Offices)      (Zip Code)

Registrant's telephone number,
including area code                         (516)-677-0500

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. [  ]


                             -1-
<PAGE>
The aggregate market value of voting stock held by non-affiliates 
of the registrant as of April 16, 1999 was $54,165,286 based on 
the closing price of same stock on that date.  In determining the 
market value of non-affiliated voting stock, shares of common 
stock beneficially owned by each executive officer and director 
have been excluded.  This determination of affiliate status in 
not necessarily a conclusive determination for other purposes.

The number of shares of common stock outstanding as of April 16, 
1999 was 7,601,365.

Documents Incorporated by reference:  Certain portions of 
Registrant's definitive proxy statement with respect to its 1999 
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 January 30, 1999 are incorporated by reference 
into Part III of this report.

                              -2-
<PAGE>
<TABLE>
<CAPTION>

                       TABLE OF CONTENTS

                                                         Page
                            PART I


<S>     <C>                                               <C>
Item 1. Business                                           4
Item 2. Properties                                         8
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                      9
Item 6. Selected Financial Data                            10
Item 7. Management's Discussion and Analysis
        of Financial Condition and Results of              12
        Operations
Item 7A.Quantitative and Qualitative Disclosures About
        Market Risk                                        17
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>
</TABLE>

                          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 42 Noodle Kidoodle stores at the close of 
the fiscal year ended January 30, 1999 ("Fiscal 1999") located in 
New York, New Jersey, Connecticut, Texas, Oklahoma, Florida and 
the Boston, Chicago, and Detroit metropolitan areas.  

(b) Financial Information About Industry Segments

Registrant currently operates in one 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 as 
discontinued operations.  

                                 -4-
<PAGE>

(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 
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 10,100 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 16,000 
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, 
Mattel, 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 only one supplier which 
represents grater then 10% of the Company's total purchases. 
Purchases from Ty, Inc., were approximately 11% of total 
purchases in Fiscal 1999.

At the end of its 1999 fiscal year, the Company operated 42 
Noodle Kidoodle stores located in New York, New Jersey, 
Connecticut, Texas, Oklahoma, Florida and the Boston, Chicago and 
Detroit metropolitan areas.  It opened a total of ten new stores 
in fiscal 1999, five stores in Texas, one in Oklahoma, one in 
Florida, two in New York, and one in Michigan.  The Company's new 
store program for the coming year is well underway, with two 
stores open and three stores under construction as of April 30, 
1999.  The Company plans to open between twelve and fifteen 
stores in  Fiscal 2000.  The Company believes that there are 
opportunities for nationwide expansion over the longer term.

                            -5-
<PAGE>

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.

* 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 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 January 30, 1999.

                          -6-
<PAGE>

Registrant's business is highly seasonal and approximately 45% 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, 
Store of Knowledge, Learning Express and Imaginarium. The Company 
also faces growing competition from internet-based retailers, 
such as eToys and Amazon.com.  Because internet-based retailers 
do not operate retail stores, they may enjoy an overall operating 
cost advantage. Some of the Company's competitors are much larger 
in terms of sales volume and have more capital and greater 
management resources than the Company. In addition, due to the 
nature of electronic commerce, they may reach a broader market.  
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, the Company 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 January 30, 1999, the Company employed 1,210 people, of 
whom 432 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), Oodles & Oodles of Fun Things to Learn 
(registered), Kidoodle Animation (registered), and the Company's 
slogan "Kids learn best when they're having fun" (registered).  
The Company believes it has all licenses necessary to conduct its 
business.

                             -7-
<PAGE>

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 shopping centers or in enclosed shopping mall 
locations.  The 42 stores operating at the end of Fiscal 1999 
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. The Farmingdale and West Haven 
facilities were disposed of when the Company's wholesale 
operations were discontinued.  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 
does not believe that disposing of the Birmingham facility will 
have a material adverse effect on its operations or financial 
condition.

The Company's executive offices are located at Syosset, New York. 
The Company has a five-year lease for its executive offices which 
contains an option to renew for an additional five years.

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 5 (Commitments and Contingencies) of the Notes to 
Consolidated Financial Statements.



ITEM 3. LEGAL PROCEEDINGS.

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". 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 1999 and for the fiscal year ended January 
31, 1998 ("Fiscal 1998").
<TABLE>
<CAPTION>
          
                                  High        Low

<S>                             <C>         <C>
Fiscal 1999
     First Quarter              $  7.56     $ 3.75
     Second Quarter                7.38       5.00
     Third Quarter                 6.13       3.13
     Fourth Quarter               11.63       5.25
      
Fiscal 1998
     First Quarter              $  3.88     $ 2.50
     Second Quarter                4.50       2.38
     Third Quarter                 4.13       2.75
     Fourth Quarter                5.13       3.69
</TABLE>
As of January 30, 1999 there were approximately 598 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.

                             -9-
<PAGE>

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 January 
30, 1999, January 31, 1998, February 1, 1997, fifty-three weeks 
ended February 3, 1996, and the fifty-two weeks ended January 28, 
1995, 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>
SELECTED FINANCIAL DATA

                                                      Fiscal Years Ended
                                      Jan. 30,   Jan. 31,   Feb. 1,   Feb. 3,   Jan. 28,
                                        1999       1998      1997      1996       1995  
                                     (52 Weeks) (52 weeks)(52 weeks)(53 weeks) (52 weeks)

                                               (In thousands except share data)
<CAPTION>

<S>                                 <C>          <C>        <C>        <C>       <C>  
STATEMENT OF OPERATIONS DATA:
  Net Sales                         $107,886     $81,664    $59,410    $32,143   $23,308

  Net income (loss) from:
    Continuing operations           $  3,752     $(1,918)   $(7,492)   $(5,272)  $(4,490)
    Discontinued operations                -           -          -     (9,059)    1,096
      Net income (loss)             $  3,752     $(1,918)   $(7,492)  $(14,331)  $(3,394)

Basic earnings per share
  Continuing operations             $    .49     $  (.25)   $ (1.00)   $  (.99)  $  (.86)
  Discontinued operations                  -           -          -      (1.70)      .21 
    Net income (loss) per share     $    .49     $  (.25)   $ (1.00)   $ (2.69)  $  (.65)

Diluted earnings per share
    Continuing operations           $    .49     $  (.25)   $ (1.00)   $  (.99)  $  (.86)
    Discontinued operations                -           -          -      (1.70)      .21

    Net income (loss) per share     $    .49     $  (.25)   $ (1.00)   $ (2.69)  $  (.65)

Weighted average shares:
  Basic                                7,588       7,580      7,488      5,320     5,220
  Diluted                              7,722       7,587      7,601      5,498     5,361

SELECTED OPERATING DATA (AT PERIOD END)
  Stores open                            42            32        31         22         8

BALANCE SHEET DATA:
  Working capital                   $15,404      $15,977    $16,819    $14,031   $35,667
  Total assets                       57,962       49,481     51,036     37,276    48,042
  Stockholders' equity               37,612       33,781     35,699     27,080    40,870
  Long term obligations                 712          733        753          -         -
  Dividends per common share              -            -          -          -         -


In accordance with FASB No. 128, as a result of losses from continuing operations, the 
inclusion of employee stock options were antidilutive and, therefore, were not utilized in 
the computation of diluted earnings per share in fiscal years 1998, 1997, 1996 and 1995, 
respectively.

</TABLE>
                                     -11-
<PAGE>

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

RESULTS OF OPERATIONS

Fiscal Year Ended January 30, 1999 compared to
Fiscal Year Ended January 31, 1998

Net sales increased a total of 32.1% to $107.9 million in Fiscal 
1999 from $81.7 million in Fiscal 1998.  Noodle Kidoodle sales 
increased $26.4 million or 32.4% to $107.9 million in Fiscal 1999 
from $81.5 million in the prior year, primarily due to increased 
sales in comparable stores of 16%, the addition of ten new stores 
during Fiscal 1999 and one new store during Fiscal 1998.  Other 
retail stores had $.2 million of sales in Fiscal 1998.  The last 
Playworld store was closed on October 31, 1997.  The Company 
operated 42 Noodle Kidoodle stores at January 30, 1999 compared 
to 32 Noodle Kidoodle stores at January 31, 1998.

Gross profit (derived from net sales less cost of products sold, 
which includes buying and warehousing costs) increased 35.8% to 
$42.5 million for Fiscal 1999 from $31.3 million in Fiscal 1998.  
Overall gross profit as a percent of sales ("gross profit 
percentage") increased to 39.4% in Fiscal 1999 from 38.3% in 
Fiscal 1998.  The increase in gross profit percentage was 
primarily attributable to favorable product mix and the 
leveraging of buying and fixed warehousing costs over a larger 
sales base, offset by slightly higher variable warehousing costs.

Selling and administrative expenses increased $5.2 million or 
15.5% to $38.8 million in Fiscal 1999 from $33.6 million in the 
prior year.  Direct store expenses which consist of payroll, 
occupancy, advertising and other store operating expenses 
increased $4.4 million, due to change in the store base and 
higher sales levels.  Home office expenses increased $.8 million.  
Selling and administrative expenses as a percent of net sales 
decreased to 36.0% in Fiscal 1999 from 41.1% in the prior year, 
primarily as a result of sales leveraging against the fixed 
portion of these costs.

Net income rose to $3.8 million ($.49 per share) in Fiscal 1999 
from a net loss of $1.9 million ($.25 per share) in the prior 
year.  The net income in Fiscal 1999 did not include a tax 
provision and the net loss in Fiscal 1998 did not include a tax 
benefit.  At January 30, 1999, the Company had approximately 
$16.5 million of net operating loss carryforwards for tax 
purposes.

                          -12-
<PAGE>
Fiscal Year Ended January 31, 1998 Compared to
Fiscal Year Ended February 1, 1997.

Net sales increased a total of 37.5% to $81.7 million in Fiscal 
1998 from $59.4 million in fiscal year ended February 1, 1997, 
("Fiscal 1997").  Noodle Kidoodle sales increased $23.8 million 
or 41.2% to $81.5 million in Fiscal 1998 from $57.7 million in 
the prior year, primarily due to increased comparable store sales 
of 16%, the addition of one store during Fiscal 1998 and thirteen 
stores during Fiscal 1997.  Other retail sales decreased 88.2% to 
$.2 million in Fiscal 1998 from $1.7 million in the prior year, 
primarily as a result of closing the last Playworld store on 
October 31, 1997.  The Company operated 32 Noodle Kidoodle stores 
at January 31, 1998 compared to 31 Noodle Kidoodle stores and one 
Playworld store at February 1, 1997.

Gross profit (derived from net sales less cost of products sold, 
which includes buying and warehousing costs) increased 36.7% to 
$31.3 million for Fiscal 1998 from $22.9 million in Fiscal 1997. 
Overall gross profit as a percent of net sales decreased to 38.3% 
in Fiscal 1998 from 38.5% in Fiscal 1997.  The decrease in gross 
profit percentage was primarily attributable to increased markdowns 
of .7%, offset by lower merchandise costs,  decreases in buying costs
(including the salaries and related expenses of the Company's buyers) and 
greater sales leverage against warehousing costs which contain 
some fixed elements.  Gross profit in the other retail store was 
immaterial to the overall gross profit percentage.

Selling and administrative expenses increased 8.0% to $33.6 
million in Fiscal 1998 from $31.1 million in the prior year.  
These increases resulted primarily from higher direct store 
expenses which increased $4.6 million due to change in the store 
base and higher sales levels, offset by a reduction in  home 
office expenses of $1.9 million and a $.2 million reduction in 
store pre-opening costs.  The reduction in home office expenses 
reflects steps taken last year to reduce administrative staff by 
approximately 20%.  Selling and administrative expenses as a 
percentage of net sales decreased to 41.1% in Fiscal 1998 from 
52.4% in the prior year, primarily as a result of leveraging 
selling and administrative expenses which did not rise 
commensurately with increased sales levels.

Net loss decreased 74.7% to $1.9 million ($.25 per share) in
Fiscal 1998 from $7.5 million ($1.00 per share) in the prior year.
The net loss in both Fiscal 1998 and Fiscal 1997 did not include
tax benefits.  At January 31, 1998, the Company had approximately
$21.4 million of net operating loss carryforwards for tax purposes.

                              -13-
<PAGE>
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, borrowings under its revolving 
credit facility and internal cash balances.  These cash 
requirements principally have included financing operating 
losses, working capital requirements and expenditures for new 
store openings.
<TABLE>

                                              Fiscal Years Ended
                                        1999         1998         1997
                                                (In thousands)
<CAPTION>

<S>                                    <C>        <C>          <C>
Net cash provided by (used in)
 Operating activities:
  Continuing operations                $ 6,215     $ 2,673      $(9,438)
  Discontinued operations                  130      (1,252)      (1,585)
 Investing activities                   (7,315)     (1,637)      (1,798)
 Financing activities                       59         (18)      16,882

Net increase (decrease) in cash
 and cash equivalents                     (911)       (234)       4,061
Cash and cash equivalents -
 beginning of year                      11,099      11,333        7,272
Cash and cash equivalents -
 end of year                           $10,188     $11,099     $ 11,333
</TABLE>
During Fiscal 1999, the Company generated $6.2 million of cash 
from operating activities, primarily from net income of $3.8 
million and non-cash charges of $2.9 million, offset by increases 
in working capital of $.5 million.  The net increase in working 
capital was attributable to higher inventory levels as a result 
of opening ten new stores.  The net liabilities of discontinued 
operations increased $.1 million during the year. Net cash used 
in investing activities was $7.3 million, primarily to purchase 
fixed assets for new stores including $.7 million for stores 
scheduled to open in Fiscal 2000.  As a result of the foregoing, 
cash and cash equivalents decreased during the year by $.9 
million.

During Fiscal 1998, the Company generated $2.7 million of cash 
from operating activities of its continuing operations, primarily 
from a net loss of $1.9 million offset by non-cash charges of 
$2.7 million and a decrease in working capital of $1.9 million.  
The net liabilities of discontinued operations were reduced by 
$1.3 million during the year.  Net cash used in investing 
activities was $1.6 million, primarily to purchase fixed assets 
for new and remodeled stores.  As a result of the foregoing, cash 
and cash equivalents decreased during the year by $.2 million.

                             -14-
<PAGE>
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.

The Company maintains a revolving credit facility, effective 
through June 2000, with The CIT Group/Business Credit, Inc., 
which provides up to $20 million of available borrowings.  This 
facility may be used for direct borrowings and letters of credit 
and may not exceed a certain percentage of, and is collateralized 
by, the Company's inventory, receivables and certain other 
assets. The agreement provides for an annual collateral 
management fee and commitment fee on the unused portion of the 
commitment.  Outstanding borrowings bear interest, at the option 
of the Company, based on the prime rate or LIBOR.  The agreement 
contains certain covenants which among other items, limits the 
payment of cash dividends when borrowings under the agreement are 
outstanding.  As of January 30, 1999, no borrowings were 
outstanding under the revolving credit facility.

The Company expects to open between twelve to fifteen stores 
during Fiscal 2000.  The Company anticipates that capital 
expenditures in Fiscal 2000 will be approximately $7.3 million to 
open new stores, remodel certain existing stores, and improve the 
efficiency of its distribution center.  The Company expects to 
meet these cash requirements through a combination of available 
cash, operating cash flows and borrowings from its existing 
revolving credit facility.

The Company has available net operating loss carryforwards of 
approximately $16.5 million for income tax purposes.

The Company expects to fund its near-term cash requirements 
principally from its existing cash balances and by borrowing 
under its revolving credit facility.  The Company expects to 
finance its long-term expansion plan with internally and 
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.  

                            -15-

Seasonality
The Company's operations are highly seasonal and approximately 
45% 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.

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.

Year 2000 Compliance:
The Company has completed its review of year 2000 ("Y2K") issues 
and does not believe that the business impact or cost of these 
issues is material.  The following areas have been reviewed:

Corporate Information Systems:  All corporate information 
systems, both those developed by the Company and critical systems 
developed by third parties, have been developed in an environment 
and programming language which are not affected by the year 2000 
problem, and no software changes are needed.

In-Store Systems:  All in-store and point of sale (POS) software 
was developed by an outside software firm which has provided 
written assurance of the systems' year 2000 compliance.  The 
Company has tested the systems' Y2K compliance during the first 
quarter of calendar 1999 and found the systems to be Y2K 
compliant.

Personal Computers:  Some personal computers used to run the 
Company's in-store POS systems are not year 2000 compliant.  BIOS 
upgrades are available for these computers and are being obtained 
at little or no cost.

Embedded Systems:  None of the Company's critical operations are 
dependent on embedded systems.  Year 2000 compliance of telephone 
and alarm systems, which may contain embedded date-sensitive 
circuits, will be verified with their respective vendors by the 
end of the first half of calendar 1999.

Risk: There can be no assurance that the Company's systems will 
be timely converted or that the failure of such systems to be 
year 2000 compliant will not have a material adverse affect on 
the Company's results of operations, financial condition or 
liquidity.  Management believes that the risks associated with 
the year 2000 problem are minimal.  The greatest risk to the 
business is the possibility of an interruption in service from a 
vendor who is not properly prepared.  Any impact to the business 
in this "worst case" scenario would be minimized by the 
likelihood that it will occur during the traditionally slower 
first quarter.

                             -16-
<PAGE>
Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOURES ABOUT MARKET 
          RISKS.

No response is required to this item.

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 1999 
Annual Meeting of Stockholders (the "1999 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 1999 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 1999 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 1999 
Proxy Statement.

                              -17-
<PAGE>
                         PART IV
<TABLE>
<CAPTION>
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS 
         ON FORM 8-K.

<S>                                                    <C>
(a) 1. Financial Statements                             Page

       Independent auditor's report                     F-1

       Consolidated balance sheets at January
         30, 1999 and January 31, 1998                  F-2

       Consolidated statements of operations for
         the years ended January 30, 1999,
         January 31, 1998 and February 1, 1997          F-3

       Consolidated statements of stockholders'
         equity for the years ended January 30,
         1999, January 31, 1998, and February 1,
         1997                                           F-4

       Consolidated statements of cash flows for
         the years ended January 30, 1999, January
         31, 1998,and  February 1, 1997                 F-5

       Notes to consolidated financial statements       F-6

    2.  Schedules
</TABLE>
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., 6801 Jericho Turnpike, Syosset, NY 11791.

                              -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 (Incorporated by reference  
          to Registrant's Annual Report on Form 10-K for 
          fiscal year ended February 1, 1997.)

                           -19-
<PAGE>
</TABLE>

<TABLE>
<CAPTION>

<S>      <C>
3.7      Certificate of Ownership and Merger of C.W.P.W.,
         Inc., a Michigan corporation, into Noodle
         Kidoodle, Inc., a Delaware corporation 
         (Incorporated by reference to Registrant's 
         Annual Report on Form 10-K for fiscal year ended 
         February 1, 1997.)

3.8      Amended and Restated By-Laws dated November 12, 
         1997 (Incorporated by reference to Exhibit 3.4 
         to Registrant's Form S-1 Registration Statement 
         (Commission File No. 33-65029), effective 
         February 13, 1996 and Registrant's Report on  
         Form 8-K dated November 21, 1997)

3.9      Amendment to Article I and II, Section 3 of the 
         Amended and Restate Bylaws of the Registrant 
         (Incorporated by reference to Registrant's 
         Report on Form 8-K dated March 11, 1998 and 
         August 31, 1998)

4.1      Rights Agreement, dated as of May 1, 1998,
         between Registrant and Chase Mellon Shareholder  
         Services, L.L.C., as Rights Agent (Incorporated 
         by reference to Registrant's Report on Form 8-K
         dated March 11, 1998 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,
         1998.

10.3     Employment Agreement by and between Registrant
         and Stewart Katz dated as of February 1, 1998.

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)

                         -20-
<PAGE>
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)

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 January 30, 1999, January
                   31, 1998 and February 1, 1997

    * 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 duly 
caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                 NOODLE KIDOODLE, INC.
                                 (Registrant)

April 30, 1999              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 and 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 January 30, 
1999 and January 31, 1998 and the related consolidated 
statements of operations, stockholders' equity, and cash 
flows for each of the three years in the period ended 
January 30, 1999.  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 January 30, 1999 and January 31, 1998 and the results 
of their operations and cash flows for each of the years in 
the three year period ended January 30, 1999 in conformity 
with generally accepted accounting principles.  


Janover Rubinroit, LLC


/s/ Janover Rubinroit, LLC
Garden City, New York
March 17, 1999

                              F-1
<PAGE>
<TABLE>
                 NOODLE KIDOODLE, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                 January 30, 1999 and January 31, 1998 

                                                  January 30,   January 31,
                                                     1999          1998
                                             (In thousands except share data)
<CAPTION>
                                ASSETS

<S>                                               <C>           <C>
Current assets:
 Cash and cash equivalents                         $10,188       $11,099
 Merchandise inventories                            21,074        16,821
 Prepaid expenses and other current assets           3,780         3,024

  Total current assets                              35,042        30,944

Property, plant and equipment at cost               32,138        24,820
 Less accumulated depreciation                       9,238         6,306
                                                    22,900        18,514

Other assets                                            20            23

Total Assets                                       $57,962       $49,481


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Current maturities of long-term debt              $    21       $    20
 Trade accounts payable                              8,576         6,048
 Accrued expenses and taxes                          9,738         7,726
 Net liabilities of discontinued operations          1,303         1,173

  Total current liabilities                         19,638        14,967

Long-term debt                                         712           733

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 8,506,901 and 
  8,503,901 shares, respectively                         9              9
 Capital in excess of par value                     43,087         43,063
 Accumulated deficit                                (1,747)        (5,499)
                                                    41,349         37,573
 Less treasury stock, at cost, 910,861 and
  924,261 shares, respectively                       3,737          3,792

  Total stockholders' equity                        37,612         33,781

Total Liabilities and Stockholders' Equity         $57,962        $49,481



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
                January 30, 1999, January 31, 1998 and February 1, 1997



                                            January 30,    January 31,    February 1,
                                               1999           1998           1997
                                              (In thousands except share data)
<CAPTION>

<S>                                          <C>            <C>            <C>
Net sales                                    $107,886       $81,664        $59,410

Costs and expenses:
 Cost of products sold including
  buying and warehousing costs                 65,405        50,388         36,542
 Selling and administrative expenses           38,804        33,552         31,124
                                              104,209        83,940         67,666

 Operating income (loss)                        3,677        (2,276)        (8,256)
Interest income                                   269           448            839
Interest expense                                 (194)          (90)           (75)
 Income (loss)before income taxes               3,752        (1,918)        (7,492)
Income taxes                                        -             -              -

 Net income (loss)                             $3,752       $(1,918)       $(7,492)

Basic income (loss) per share                  $  .49       $  (.25)       $ (1.00)

Diluted income (loss) per share                $  .49       $  (.25)       $ (1.00)











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
                 January 30, 1999, January 31, 1998, and February 1, 1997
                                   (In thousands)

                                                   Capital in  Retained   Treasury Stock
                                     Common Stock   Excess of  Earnings     (at Cost)
                                    Shares  Amount  Par Value  (Deficit)  Shares   Amount
<CAPTION>

<S>                                 <C>    <C>       <C>       <C>         <C>    <C>
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
 Net loss for the year                  -       -          -     (1,918)      -         -

Balance - January 31, 1998          8,504       9     43,063     (5,499)    924     3,792

 Exercise of stock options              3       -         24          -     (13)      (55)
 Net income for the year                -       -          -      3,752       -         -

Balance - January 30, 1999          8,507  $    9    $43,087    $(1,747)    911   $ 3,737















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
               January 30, 1999, January 31, 1998 and February 1, 1997
                                  (In thousands)
<CAPTION>
                                              January 30,     January 31,     February 1,
                                                 1999            1998            1997
                                       
<S>                                            <C>             <C>             <C>
Cash flows from operating activities:
 Net income (loss) from continuing operations  $ 3,752         $(1,918)        $(7,492)
 Adjustments to reconcile to net cash
  provided (used):
    Depreciation                                 2,932           2,490           1,926
    Loss on disposal of fixtures and equipment       -             243             327
    Decrease (increase) in non-cash
     working capital accounts:
      Merchandise inventories                   (4,253)            497          (6,990)
      Prepaid expenses and other current assets   (756)           (272)            291
      Trade accounts payable                     2,528             999            (234)
      Accrued expenses and taxes                 2,012             634           2,734 

 Net cash provided by (used in) continuing
  operations                                     6,215           2,673          (9,438)

 Net cash provided by (used in)
  discontinued operations                          130          (1,252)         (1,585)

 Net cash provided by (used in) operating
  activities                                     6,345           1,421         (11,023)

Cash flows from investing activities:
 Proceeds from sales of property - 
  discontinued operations                            -               -           7,594
 Property additions                             (7,318)         (1,664)         (9,397)
 Other                                               3              27               5

 Net cash used in investing activities          (7,315)         (1,637)         (1,798)

Cash flows from financing activities:
 Proceeds from sale of common stock                  -               -          16,010
 Increase in long-term debt                          -               -             780
 Maturities of long-term debt                      (20)            (18)             (9)
 Exercise of employee options                       79               -             101

  Net cash provided by (used in) financing
  activities                                        59             (18)         16,882

  Net increase (decrease) in cash and cash
  equivalents                                     (911)           (234)          4,061
  Cash and cash equivalents - beginning of year 11,099          11,333           7,272

  Cash and cash equivalents - end of year      $10,188          $11,099         $11,333

Supplemental cash flow information:
  Net cash paid during the year for:
  Interest expense                             $   195          $    91         $    75
  Income taxes, net                                  -                -               -

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.  The fiscal years for the financial 
statements presented all consist of 52 week periods.

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 and cash equivalents
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
Effective December 15, 1997, the Financial Accounting Standards Board 
issued Statement No. 128, "Earnings per Share".  Statement No. 128 replaced 
the previously reported primary and fully diluted earnings per share with 
basic and diluted earnings per share.  Under the new requirements for 
calculating earnings per share, the dilutive effect of stock options will 
be excluded from basic earnings per share but included in the computation 
of diluted earnings 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 vary 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.


NOTE 2 - PROPERTY, PLANT AND EQUIPMENT:
<TABLE>
                                  Fiscal Years Ended
                              January 30,    January 31,
                                 1999           1998
                                   (In thousands)
<CAPTION>
<S>                            <C>            <C>
Land                           $   272        $   272
Building and improvements        1,896          1,734
Fixtures and equipment          14,839         11,511
Leasehold improvements          15,131         11,303
                                32,138         24,820

Less accumulated depreciation   (9,238)        (6,306)
                               $22,900        $18,514
</TABLE>

                                 F-7     
<PAGE>

NOTE 3 - ACCRUED EXPENSES AND TAXES:
<TABLE>
                                 Fiscal Years Ended
                             January 30,     January 31,
                                1999            1998
                                    (In thousands)
<CAPTION>
<S>                            <C>             <C>
Payroll and related benefits   $1,721          $1,082
Rent and occupancy              2,051           1,802
Insurance                         226             472
Advertising                     2,103             845
Restructuring charges               -             697
Fixtures and equipment            302             206
Other                           3,335           2,622

                               $9,738          $7,726
</TABLE>

NOTE 4 - LONG-TERM DEBT:

Long-term debt consists of the following:
<TABLE>

                                    Fiscal Years Ended
                                 January 30,  January 31,
                                    1999         1998
                                      (In thousands)
<CAPTION>
<S>                               <C>          <C>
Revolving credit facility         $   -        $  -

8% unsecured promissory note,
 due in quarterly installments
 through 2016                      733          753
                                   733          753
Less current maturities             21           20

                                  $712         $733
</TABLE>
The Company has a revolving credit agreement which provides for maximum 
borrowings of up to $20 million until June 27, 2000.   Borrowings may not 
exceed certain percentages of, and are collateralized by, inventories, 
receivables, and certain other assets.  The agreement provides for an 
annual collateral management fee and a commitment fee on the unused portion 
of the commitment.  Outstanding borrowings bear interest, at the option of 
the Company, based on the prime rate or LIBOR.  Interest rates on 
borrowings ranged from 7.75% to 8.50% during the year.  The agreement 
contains certain covenants which among other items, limits the payment of 
cash dividends when borrowings under the agreement are outstanding.

Annual maturities of long-term debt during the next five years are $21,000, 
$23,000, $25,000, $26,000 and $28,000.

                                  F-8
<PAGE>
NOTE 5 - COMMITMENTS AND CONTINGENCIES:

Minimum annual commitments under non-cancelable leases in effect at January 
30, 1999 are as follows (in thousands):
<TABLE>
<CAPTION>

<S>                         <C>
2000                        $ 11,927
2001                          12,783
2002                          12,868
2003                          12,650
2004                          12,615
Thereafter                    51,121

                            $113,964
</TABLE>
At January 30, 1999, the Company and its subsidiaries were lessees of 
office space, 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.

Rental expense (income) for operating leases was as follows:
<TABLE>
                                  Fiscal Years Ended
                         January 30,  January 31,  February 1,
                            1999         1998         1997
                                    (In thousands)
<CAPTION>

<S>                        <C>          <C>          <C>
Minimum rentals            $ 7,853      $6,979       $ 5,430
Taxes and other costs        2,775       2,637         2,115
Sublease rentals               (73)          -          (295)

                           $10,555      $9,616       $ 7,250_
</TABLE>
Litigation
The Company is not 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.

Employment agreements
The Company has employment agreements with certain officers. Those 
agreements provide for minimum salary levels as well as for incentive 
bonuses which are payable if specified performance goals are attained.

                                 F-9  
<PAGE>
NOTE 6 - 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 were used primarily to finance the Company's store expansion plans 
as well as for general corporate purposes, including approximately $1.0 
million to improve the Company's MIS systems capabilities.

Preferred stock
The Company has 1,000,000 authorized (none-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
on March 11, 1998, the Board of Directors of the Company adopted a new 
Stockholder Rights Plan (the "Plan") to succeed the Stockholder Rights Plan 
that expired on May 15, 1998.  Under the terms of the Plan, which expires 
on May 15, 2008, the Company declared a dividend of one preferred stock 
purchase right for every outstanding share of common stock to stockholders 
of record on May 15, 1998.  The rights are exercisable, if not previously 
redeemed, under certain circumstances involving actual or potential 
acquisitions of 15% or more of the outstanding Common stock of the Company.  
Each right represents a right to buy from the Company 1/100th of a share of 
Series A Junior Participating Stock, par value .001, at a price of $25.00, 
subject to certain anti-dilution adjustments.  The rights are redeemable by 
the Company at a redemption price of $.001 per right.

NOTE 7 - STOCK OPTIONS:

Stock incentive plan
The Company's Stock Incentive Plan (the "Plan") for key employees and 
consultants provides for the granting 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.  The plan provides for automatic increases in the number of shares 
available for issuance under the plan of 2% per year of the total 
outstanding shares of common stock at the end of the immediately preceding 
year.  In no event may the sum of the number of shares subject to then 
outstanding awards under all of the Company's stock-based incentive plans 
("Stock Plans") and the shares then available for future awards under the 
Stock Plans exceed 15% of the number of then outstanding shares of Common 
Stock, together with the shares subject to the then outstanding awards 
under the Stock Plans and the shares then available for future awards under 
the Stock Plans.

                                 F-10
<PAGE>
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>
                                           Fiscal Years Ended
                                 January 30, 1999      January 31, 1998
                                       Weighted Avg.         Weighted Avg.
                               Shares Exercise Price Shares Exercise Price
<CAPTION>

<S>                            <C>       <C>         <C>        <C>
Outstanding at beginning
 of year                       519,825   $4.97       630,859    $ 5.81
Granted                        291,600   $4.83       247,000    $ 3.39
Exercised                      (16,400)  $4.82             -              
Terminated                     (67,900)  $5.26      (358,034)   $ 5.36
Outstanding at end of
 year                          727,125   $4.92       519,825    $ 4.97
Exercisable at end of
 year                          232,913   $5.56       141,406    $ 6.01
Available for grant at
 end of year                   198,036               128,800

</TABLE>
                                  F-11
<PAGE>
The following table summarizes information concerning currently outstanding 
and exercisable options:
<TABLE>

           Outstanding Options                        Options Exercisable

Range of                      Weighted Average
Exercise           Number        Remaining         Number    Weighted Average
 Prices         Outstanding   Contractual Life   Exercisable  Exercise Price
<CAPTION>

<S>             <C>           <C>                <C>          <C>
$ 3.00 - $ 5.00   409,250           8.56            65,413       $ 3.50

$ 5.01 - $10.00   311,375           6.81           162,625       $ 6.20

$10.01 - Up         6,500           6.75             4,875       $13.13

                  727,125                          232,913

</TABLE>
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>
                                          Fiscal Years Ended
                              January 30,     January 31,    February 1,
                                 1999            1998            1997
<CAPTION>

<S>                           <C>             <C>            <C>
Expected life (years)            5                5              5
Risk-free interest rate          4.55%            6.0%           6.0%
Expected volatility             50.1%            44.7%          45.3%
Dividend yield                   0.0%             0.0%           0.0%
</TABLE>
Had compensation for options granted in Fiscal 1999, 1998 and 1997 been 
determined consistent with SFAS No. 123, the Company's net income (loss) 
and net income (loss) per share would approximate the pro-forma amounts 
indicated below. 
<TABLE>
                                          Fiscal Years Ended
                              January 30,     January 31,    February 1,
                                 1999            1998           1997
                                  (In thousands except share data)
<CAPTION>

<S>                           <C>              <C>            <C>
Net income (loss)              $3,546          $(2,042)       $(7,558)
Basic income (loss) per share  $  .47          $  (.27)       $ (1.01)
Diluted income (loss) per
 share                         $  .46          $  (.27)       $ (1.01)
</TABLE>
The effects of applying SFAS No. 123 in this pro-forma 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 $2.27, $1.61, and 
$3.25 for Fiscal 1999, 1998 and 1997 respectively.

                                 F-12

NOTE 8 - TAXES ON INCOME:

There is no current or deferred tax expense for fiscal 1998 and 1997.  The 
Company utilized net operating loss carryforwards in 1999 and was in a loss 
position in 1998 and 1997. 

Income taxes (benefit) consist of the following:
<TABLE>
                                            Fiscal Years Ended
                                   January 30,  January 31, February 1,
                                      1999         1998        1997
                                             (In thousands)
<CAPTION>

<S>                                <C>           <C>        <C>
Current:
  Federal                            $ 100        $    -       $    -
  State and local                        -             -            -

                                       100             -            -
Deferred                              (100)            -            -
                                     $   -        $    -       $    -  

</TABLE>
A reconciliation of the statutory federal income tax rate attributable to 
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
Utilization of loss carryforwards      (38)           -             -

                                         -%           -%            -%

</TABLE>

                                 F-13
<PAGE>

Deferred income taxes result from temporary differences in the recognition 
of revenue and expense for tax and financial statement purposes.  The 
components of deferred tax assets (liabilities) consist of the following:
<TABLE>
                                         Fiscal Years Ended
                                      January 30,  January 31,
                                         1999         1998
                                           (In thousands)
<CAPTION>

<S>                                   <C>           <C>
Net operating loss carryforward         $6,282        $ 8,133
Capitalizable inventory costs              342            262
Discontinued operations                    711            641
Allowance for doubtful accounts            485            485
Restructured operations and other          680            597
 
 Gross deferred tax assets               8,500         10,118

Depreciation                              (827)          (508)

 Gross deferred tax liabilities           (827)          (508)

 Net deferred tax assets                 7,673          9,610

Valuation allowance                      7,673          9,610

Net tax assets                          $    -        $     -
</TABLE>
The Company has available net operating loss carryforwards of approximately 
$16,500 which expire between 2011 and 2013 and alternative minimum tax 
credit carryovers of approximately $100 which can be carried forward 
indefinitely.

NOTE 9 - 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.  Effective 
during fiscal year 2000, the Company's matching contribution will increase 
to 25% of the first 5% of compensation contributed.

The Company in the past participated in various multi-employer pension 
plans.  Contributions and costs were 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 ended February 
1, 1997 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.

                                 F-14
<PAGE>
NOTE 10 - EARNINGS PER SHARE:

The following table sets forth the computation of basic and diluted income 
(loss) per share:
<TABLE>
                                               Fiscal Years Ended
                                     January 30,  January 31,   February 1,
                                        1999         1998          1997
                                       (In thousands except share data)
<CAPTION>

<S>                                  <C>          <C>           <C>
Numerator
  Net income (loss)- numerator for
    basic and diluted income (loss)
    per share                          $  3,752    $ (1,918)    $ (7,492)

Denominator
  Denominator for basic income (loss)
    per share - weighted average
    shares                                7,588       7,580        7,488

  Effect of dilutive securities -
    employee stock options                  134           7          113

    Denominator for diluted
      earnings per share -
      weighted average shares
      and dilutive potential
      common shares                       7,722       7,587        7,601

Income (loss) per share:

  Basic                                $    .49     $  (.25)    $  (1.00)

  Diluted                              $    .49     $  (.25)    $  (1.00) 

In accordance with FASB No. 128, as a result of losses from continuing 
operations in fiscal 1998 and 1997, the inclusion of employee stock options 
were antidilutive and, therefore, were not utilized in the computation of 
diluted earnings per share.
</TABLE>


NOTE 11 - INDUSTRY SEGMENTS:

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

                                  F-15
<PAGE>

NOTE 12 - INTERIM FINANCIAL DATA (UNAUDITED):
<TABLE>
                               
                                          First     Second       Third       Fourth
                                         Quarter    Quarter     Quarter     Quarter
                                              (In thousands except share data)
<CAPTION>

<S>                                      <C>        <C>         <C>         <C>
Fiscal Year Ended January 30, 1999:
  Sales                                  $18,045    $18,431     $22,670     $48,740
  Gross profit                             7,015      7,342       8,854      19,270
  Net income (loss)                      $(1,049)   $(1,525)    $(1,554)    $ 7,880

Net income (loss) per share:
  Basic                                  $  (.14)   $  (.20)    $  (.20)    $  1.04
  Assuming dilution                      $  (.14)   $  (.20)    $  (.20)    $  1.00

Weighted Average Shares:
  Basic                                    7,580      7,587       7,592       7,594
  Assuming dilution                        7,670      7,699       7,661       7,860

Fiscal Year Ended January 31, 1998:
  Sales                                  $15,535    $13,654     $15,641     $36,834
  Gross profit                             5,871      5,115       5,942      14,348
  Net income (loss)                      $(2,003)   $(2,719)    $(2,399)    $ 5,203

Net income (loss) per share:
  Basic                                  $  (.26)   $  (.36)    $  (.32)    $   .69  
  Assuming dilution                      $  (.26)   $  (.36)    $  (.32)    $   .69

Weighted Average Shares:
  Basic                                    7,580      7,580       7,580       7,580
  Assuming dilution                        7,580      7,587       7,585       7,594


The Company's sales are highly seasonal.  Net 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.
</TABLE>
                                 F-16
<PAGE>
                

SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
                                For the Fiscal Years Ended
                 January 30, 1999, January 31, 1998 and February 1, 1997
                                     (In thousands)
<CAPTION>
     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 January 30,
  1999                   $ 1,277         $     -      $     -      $    -     $ 1,277

Year ended January 31,
  1998                   $ 1,277         $     -      $     -      $    -     $ 1,277

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



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