SECURITIES AND EXCHANGE COMMISSION
                                        
                               WASHINGTON DC 20549
                                        
                                    FORM 10-Q
                                        
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
     For Quarterly Period Ended November 2, 1996 COMMISSION FILE NO. 0-17870


                                 LECHTERS, INC.


             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                NEW JERSEY                   No. 13-2821526
STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
INCORPORATION                                IDENTIFICATION NO.)

  1 Cape May Street, Harrison, NEW JERSEY    07029
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)

Registrant's telephone number, including area code:    (201) 481-1100


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, and (2) has  been  subject  to  such  filing
requirements for the past 90 days.



                        YES  X  NO  


The  number  of  shares  of the Registrant's common stock,  without  par  value,
outstanding at December 16, 1996: 17,155,086:

                         LECHTERS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                       FOR QUARTER ENDED NOVEMBER 2, 1996
                                      INDEX


                                                                  PAGE NO.

PART I.   Financial Information

       Item 1. Financial Statements

               Consolidated Balance Sheets
               November 2, 1996 and February 3, 1996                1

               Consolidated Statements of Income
               for the Thirteen and Thirty-Nine Weeks Ended
               November 2, 1996 and October 28, 1995                2
   
               Consolidated Statements of Cash Flows
               for the Thirty-Nine Weeks Ended
               November 2, 1996 and October 28, 1995                3
    
   
               Consolidated Statement of Shareholders'
               Equity for the Thirty-Nine Weeks Ended
               November 2, 1996                                     4
    
               Notes to Consolidated Financial Statements          5-7

       Item 2. Management's Discussion and
               Analysis of Financial Condition
               and Results of Operations                          8-10


PART II.  Other Information

       Item 6. Exhibits and Reports                               11
<PAGE>    3
                      LECHTERS, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                     
             (Amounts in thousands, except share and per share amounts)
           <TABLE>                                     
           <CAPTION>
                                           November 2,    	February 3,
                                           1996        		1996
           <S>                             <C>         		<C>
                    A S S E T S            (unaudited)
           Current Assets:                             
           Cash and Cash Equivalents       $  7,514    		$4,234
           Available for Sales Securities  11,626      		37,606
           Accounts Receivable             11,205      		5,573
           Merchandise Inventories         145,845     		109,898
           Prepaid Expenses                12,068		5,519   
                                                               
           Total Current Assets            188,258     		162,830
        
	   Property and Equipment:                     
           Fixtures and Equipment          66,533      		64,688
           Leasehold Improvements          102,201     		100,840
                                           168,734     		165,528
           Less Accumulated Depreciation
           & Amortization   		   70,852      		60,446
                  			   97,882     		105,082  
           Other Assets                    4,416       		4,400                
               
           Total Assets                    $290,556    		$272,312
                                                       
           LIABILITIES AND SHAREHOLDERS'               
                       EQUITY
           Current Liabilities             
           Accounts Payable		   $ 32,785    		$  7,827                       
           Salaries, Wages and Other
             Accrued Expenses       	   14,197      		13,546
           Taxes, Other Than Income Taxes  2,091       		1,591
           Federal and State Income Taxes  367         		753
           Current Portion Long-Term Debt  -          		3,000         
                                                       
           Total Current Liabilities       49,440     		26,717
           Long-term Debt                              
           Senior Notes Payable            -           		17,250
           5% Convertible Subordinated                 
             Debentures due September 27,
             2001 (Net of Unamortized              
             Discount of $6,421 and
             $7,212, respectively)	   58,579      		57,788
           Total Long-Term Debt            58,579      		75,038
                                                       
           Deferred Income Taxes and       22,399      		21,915
           Other Deferred Credits
           Shareholders' Equity:                       
           Convertible Preferred Stock,                
           $100 Par Value
              Authorized 1,000,000                     
              Shares, Issued and 
              Outstanding - Series A -                
              149,999 Shares; Series B -
              50,001 Shares   		   20,000      		--
           
           Common Stock, Without Par                   
           Value, Authorized 50,000,000                    
           Shares, Issued and Outstanding                   
           17,155,086 and 17,155,086
           Shares, Respectively      	   58          		58
          
           Unrealized Holding (Loss) Gain              
             on Available for Sales 
             Securities         	   (47)        		38
           Additional Paid-in Capital      62,273      		62,773
           Retained Earnings               77,854      		85,773            
                                       
           Total Shareholders' Equity      160,138     		148,642
           Total Liabilities and           $290,556    		$272,312
           Shareholders' Equity
           </TABLE>                                    
           See accompanying notes to consolidated financial statements.
                                      - 1 -

<PAGE>    4
                   LECHTERS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME
       (Amounts in thousands, except share and per share data)
                                   
                                                        
    <TABLE>
    <CAPTION>
                             Thirteen Weeks   		Thirty-Nine Weeks
                             Ended               	Ended
                             November 2,   October 28, 	November 2,  	October 28,
                             1996     	   1995      	1996      	1995
                                  (unaudited)         	       (unaudited)
    <S>                      <C>      	   <C>      	<C>      	<C>
    Net Sales                $98,495       $95,148     $276,214         $264,135
    Cost of Goods Sold                                  
    (including occupancy     
       and indirect costs)   73,178   	   70,298   	208,405  	196,300
    Gross Profit             25,317   	   24,850   	67,809   	67,835
    Selling, General and                                
       Administrative        27,085   	   25,142   	78,446   	73,056
    Expenses
    Operating Loss           (1,768)  	   (292)    	(10,637) 	(5,221)
    Other Expenses                                      
    (Income):
    Interest Expense         1,177    	   1,603    	3,919    	5,059
    Interest Income          (307)    	   (313)    	(1,152)  	(1,532)
    Loss (Gain) on Sale of                              
      Government Securities  15       	   (23)     	19       	(53)                          
    Total Other Expenses
      (Income)    	     885           1,267        2,786     	3,474                      
    Loss Before Income
      Taxes    		     (2,653)  	   (1,559)  	(13,423) 	(8,695)
    Income Tax Benefit       (1,088)       (638)        (5,504)  	(3,564)
                               
    Net Loss                 ($1,565)      ($921)    	($7,919) 	($5,131)
                                     
    Net Loss Per Share       ($0.09)       ($0.05)      ($0.46)  	($0.30)
                               
    Weighted Average Common                             
    Shares Outstanding       17,156,000	   17,238,000  	17,247,000 	17,322,000

    </TABLE>
        
    See accompanying notes to consolidated financial statements.
    
                                        
                                      - 2 -
                                        
                                        
                                        
<PAGE>    5
                   LECHTERS, INC. AND SUBSIDIARIES
                                   
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   
                        (Amounts in thousands)
      <TABLE>                          
      <CAPTION>
                                        Thirty-Nine Weeks Ended
                                       November 2,  		October 28,
                                       1996         		1995
                                                  (unaudited)
      <S>                              <C>          		<C>
      Cash Flows From Operating                     
      Activities:
      Net Loss                         ($7,919)     		($5,131)
      Adjustments to Reconcile Net                  
      Loss to Net
         Cash (Used In) Provided By
      Operating Activities:
      Depreciation and Amortization    12,609       		11,876
      Straight Line Rent               625          		648
      Other                            1,256        		367
      Changes in Assets and                         
      Liabilities:
      Increase in Accounts Receivable  (5,632)      		(1,487)
      Increase in Merchandise
      Inventories          	       (35,947)     		(50,535)
      Increase in Prepaid Expenses     (6,074)      		(7,188)
      Increase in Accounts Payable,                 
        Accrued Expenses and Taxes                  
        Other Than Income Taxes        26,109       		19,219
      Decrease in Income Taxes
        Payable         		(861)        		(266)
      Decrease (Increase) in Other
        Assets        			152         	  	(21)
                                                    
      Net Cash Used In Operating
      Activities       			(15,682)     		(32,518)
                                                    
      Cash Flows From Investing                     
      Activities:
      Capital Expenditures             (6,624)      		(16,530)
      Decrease in Available for Sale                
           Securities                   25,836       		38,432
                                                    
      Net Cash Provided by                          
        Investing Activities           19,212       		21,902
                                                    
      Cash Flows From Financing                     
      Activities:
      Issuance of Preferred Stock      20,000       		--
      Payment of Senior Notes Payable  (20,250)     		(3,750)
      Exercise of Stock Options        --  	    		350
                                       
                                                    
      Net Cash Used In Financing                    
        Activities                     (250)   			(3,400)
                                                    
      Net Increase (Decrease) in Cash               
        and Cash Equivalents           3,280        		(14,016)
       
      Cash and Cash Equivalents,                    
        Beginning of Period            4,234     		14,774
     
      Cash and Cash Equivalents, End   
        of Period			$7,514       		$    758
                                                    
      Supplemental Disclosure of Cash               
      Flows Information:    
                                                    
      Non Cash Investing Activities:                
                                                    
      Unrealized Holding (Loss) Gain                
      Adjustment                       ($   144)    		$       41
        on Available for Sale
      Securities
      Cash Paid During the Period                   
      for:
      Interest                         $ 4,546      		$ 4,931
                                                    
      Income Taxes Paid/(Refunded)     $    847     		($1,001)
      </TABLE>
      
      See accompanying notes to consolidated financial statements.
                                      - 3 -

<PAGE>    6
                     LECHTERS, INC. AND SUBSIDIARIES
                                    
             CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                    
                         (Amounts in thousands)
<TABLE>                                                              
<CAPTION>
                   Common   	Preferred 	Additional    		Unrealized     
                   Stock   	Stock     	Paid-In       Retained  Holding           
                   Issued   	Issued    	Capital       Earnings  Gain (Loss)    Total
                                             
                                                         
<S>                <C>       	<C>      	<C>           <C>       <C>      	<C>
Balance,           
February 3, 1996   $58       	$ --       	$62,773       $85,773   $  38    	$148,642        

Issuance of                                                      
Preferred Stock 
Net of Issuance
Expenses	   --        	20,000   	(500)     	--        --       	19,500
                                                                 
Net Loss Thirty-                                                 
Nine Weeks Ended
November 2, 1996   --        	--       	--        	(7,919)   --       	(7,919)
                                                                 
Unrealized                                                       
Holding Loss                                             
   Adjustment       --        	--       	--        	--    	  (85)          (85)
                                                                 
Balance,                                                         
November 2, 1996
   (unaudited)	   $58       	$20,000  	$62,273   	$77,854   ($47)    	$160,138

</TABLE>

See accompanying notes to consolidated financial statements.

                                        
                                      - 4 -

<PAGE>    7
                         LECHTERS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)


1.   GENERAL

     The accompanying unaudited Consolidated Financial Statements have been
     prepared in accordance with the instructions for Form 10-Q and do not
     include all the information and footnotes required by generally accepted
     accounting principles for complete financial statements.  In the opinion of
     management, all adjustments (consisting of normal recurring accruals)
     considered necessary for a fair presentation for interim periods have been
     included.

     The Company's results of operations for the thirteen and thirty-nine weeks
     ended November 2, 1996 are not necessarily indicative of the operating
     results for the full year.

     Certain reclassifications have been made to the financial statements of the
     prior year to conform with the classifications used for Fiscal 1996.

2.   NET LOSS PER SHARE

     Net loss per share data were computed by dividing net loss by the weighted
     average number of common shares and common share equivalents outstanding
     during the thirteen and thirty-nine weeks ended November 2, 1996 and
     October 28, 1995.  Common stock equivalents include outstanding stock
     options.  The Company's 5% Convertible Subordinated Debentures issued in
     September 1991 did not qualify as a common stock equivalent at the time of
     issue and were not included in the calculation of primary net loss per
     share for the periods ended November 2, 1996 and October 28, 1995.  The
     Company's Convertible Preferred Stock issued on April 5, 1996 also did not
     qualify as a Common Stock equivalent at the time of issue. For the purpose
     of computing fully diluted net loss per share, the assumed conversion of
     such debentures would have an anti-dilutive effect on fully diluted loss
     per share for the thirteen and thirty-nine weeks ended November 2, 1996 and
     October 28, 1995.  With respect to the Convertible Preferred Stock,
     conversion of such preferred stock would have an anti-dilutive effect on
     the calculation of fully diluted loss per share for the thirteen and
     thirty-nine weeks ended November 2, 1996.


                                      - 5 -

<PAGE>    8
3.   CONVERTIBLE PREFERRED STOCK

     On April 5, 1996, the Company issued 149,999 shares of Series A Convertible
     Preferred Stock, $100 par value ("Series A Preferred Stock") and 50,001
     shares of Series B Convertible Preferred Stock, $100 par value ("Series B
     Preferred Stock") at par value.  Said shares of Convertible Preferred Stock
     were sold to Prudential Private Equity Investors III, L.P. for $20,000,000.
     The proceeds from the sale of the Series A and Series B Preferred Stock
     were used to prepay $2,625,000 of the 10.5% Senior Notes due 1998 and
     $15,000,000 of the 9.53% Senior Notes due 2001.  The balance of the
     proceeds are being used for general corporate purposes. Expenses of the
     private placement were charged to Additional Paid-in Capital.  Series A
     Preferred Stock and Series B Preferred Stock are convertible to Common
     Stock at a conversion price of $6.25 per share. Series A Preferred Stock is
     convertible to 2,399,984 shares of common stock and has voting rights
     equivalent to the same number of common shares. Series B Preferred stock is
     convertible to 800,016 shares of common stock but has no voting rights.
     Both Series A Preferred Stock and Series B Preferred Stock receive a
     dividend of 5.05% payable annually.  Series A Preferred Stock and Series B
     Preferred stock did not qualify as common stock equivalents at the time of
     issue.


     Robert Knox, a Director of the Company, is a limited partner in Prudential
     Private Equity Investors III, L.P.

                                        
4.  AMENDMENT AND EXTENSION OF THE CREDIT AGREEMENT

    On May 23, 1996, the Company amended and extended its $40,000,000 unsecured
    credit agreement by entering into an Amended and Restated Credit Agreement
    ("Credit Agreement") with a group of banks.  The Credit Agreement includes
    a sub-allocation of $30,000,000 for letters of credit.  Borrowings under
    the Credit Agreement bear a base rate interest of either (1) higher of the
    prime rate or Federal Funds Rate plus 1/2% or (2) an Adjusted Eurodollar
    Rate based on LIBOR.  The amended Credit Agreement requires maintenance of
    certain earnings and fixed charge coverage ratios. The interest rate is
    adjusted by from 1.4% to 2.5% depending on the ratio of consolidated
    indebtedness to pre-tax cash earnings.  The Credit Agreement terminates on
    May 22, 1998.

                                     - 6 -


                                        
<PAGE>    9
5.  RECENT ACCOUNTING PRONOUNCEMENTS

    In March 1995, the Financial Accounting Standards Board issued 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 establishes accounting standards for the impairment of
    long-lived assets, certain intangibles and goodwill related to those assets
    to be held and used, and for long-lived assets and certain identifiable
    intangibles to be disposed of.  The Company adopted this new Statement in
    the first quarter of Fiscal 1996.

    In October 1995, the Financial Accounting Standards Board issued SFAS No.
    123, "Accounting for Stock-Based Compensation," that establishes a fair
    value method of accounting and reporting for stock-based employee
    compensation plans.  Under the fair value method, compensation cost is
    recognized over the service period, which is usually the vesting period.
    The statement encourages but does not require adoption of the fair value
    method.  As provided for in the Statement, the Company will continue to
    apply the accounting provisions of Accounting Principles Board Opinion No.
    25.  "Accounting for Stock Issued to Employees," and make the appropriate
    disclosures in its fiscal 1996 annual report footnotes.


                                      - 7 -

                                        
<PAGE>    10
RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED NOVEMBER 2, 1996 IN COMPARISON WITH THIRTEEN WEEKS ENDED
OCTOBER 28, 1995.

     Net Sales for the thirteen weeks ended November 2, 1996 increased
$3,347,000 (+3.5%) to $98,495,000 versus sales of $95,148,000 for the comparable
period last year which ended on October 28, 1995.  On a comparable store basis,
sales for the third quarter of Fiscal 1996 were flat compared to last year.  The
increase in total sales was attributable to new stores opened in Fiscal 1996
compared to the prior year.  On November 2, 1996, the Company operated 647
permanent stores compared to 635 stores in operation at October 28, 1995, an
increase of 12 stores (+1.9%).  The Company also had 6 temporary "Holiday
Express" stores in operation for a portion of the third quarter of Fiscal 1996.
During the thirteen weeks ended November 2, 1996, the Company opened 4 stores.

   
     Gross profit for the thirteen weeks ended November 2, 1996 increased
$467,000 to $25,317,000.  The corresponding gross margin of 25.7% was 0.4 of a
percentage point below that of the third quarter a year ago.  Initial margins
produced by sales were flat year over year as the additional mark-on resulting
from the Company's import program and a favorable mix in products sold were
offset by an increase in merchandise markdowns.  The increase in markdown
activity reflected the competitive nature of the marketplace and the impact of
the Company's new advertising programs which was initiated in August.
Consequently, the quarter versus quarter decline in margin was attributable to
Rent, Occupancy, and Indirect Costs which included the expense of 12 additional
stores over the third quarter of last year and the impact of scheduled increases
in existing leases.

     Selling, General and Administrative Expense for the thirteen weeks ended
November 2, 1996 increased $1,943,000 (+7.7%) to $27,085,000.  At 27.5% of
sales, they were 1.1% point above that of the third quarter a year ago.  The
dollar increase is primarily attributable to the operating expenses of the
aforementioned 12 additional stores, an increase in advertising expenditures and
a reduction in vendor support associated with the Company's import program.
Additionally, during the third quarter the Company identified certain long-term
store operating assets which fall under the provisions of Statement of Financial
Accounting Standards (SFAS) 121-Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of.  (See Note 5).  A provision
in the amount of $370,000 was recorded in the third quarter to reflect this
potential impairment.  The Company will re-evaluate these assets and adjust the
provision accordingly.  As required by SFAS 121, the final impairment
adjustments, if material, will be disclosed in the footnotes to the annual
report.

     Other Expense decreased by $382,000 to $885,000, primarily due to the
reduction in Interest Expense.  Since the third quarter a year ago, the Company
has repaid or prepaid the entire $20,250,000 principal balance of its Senior
Notes Payable including $2,625,000 paid in the third quarter this year.
    



                                      - 8 -

<PAGE>    11
THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1996 IN COMPARISON WITH THIRTY-NINE WEEKS
ENDED OCTOBER 28, 1995

     Sales for the thirty-nine weeks ended November 2, 1996 were $276,214,000, a
4.6% increase over the thirty-nine week period ended October 28, 1995.  Year to
date, chain comparable store sales have declined 0.5%.  The increase in sales
was primarily attributable to the increase in stores open during the current
fiscal year compared to the number of stores open for the same period of the
prior year.  As of November 2, 1996 there were 647 permanent stores compared to
635 stores for the prior year, an increase of 12 stores (+1.9%).  During Fiscal
Year 1996, the Company has opened nine stores and closed four stores for a net
increase of 5 stores over 642 stores open at February 3, 1996, the end of Fiscal
Year 1995.  The Company also opened 6 "Holiday Express" temporary locations
during the third quarter of Fiscal 1996.

     Gross Profit for the thirty-nine weeks ended November 2, 1996 decreased
$26,000 to $67,809,000 from the $67,835,000 for the comparable year to date for
the prior year.  As a percent of Net Sales, Gross Profit declined 1.2% point to
24.5% compared to 25.7% for the prior year.  Initial margins produced by sales
were eroded by additional price reductions required by the highly competitive
retail marketplace and by the promotional strategies implemented by the Company
to stimulate sales.  Gross Profit was further eroded as fixed occupancy costs
grew due to the net addition of stores and scheduled rent increases.  The latter
cost increase was under absorbed given the experienced decline in the year to
date comparable store sales.

     Selling, General, and Administrative Expenses for the thirty-weeks ended
November 2, 1996 increased $5,390,000 to $78,446,000 from $73,056,000.  Selling,
General and Administrative Expenses totaled 28.4% of Net Sales which was 0.7%
point higher than the prior year.  Expense increases were caused by the
additional stores, increased advertising expenditures and a reduction in vendor
expense support due to the increased proportion of direct import merchandise.
As previously disclosed, the provision for impaired assets also increased
expense over the prior year.

     For the thirty-nine weeks ended November 2, 1996, Other Expenses (Income)
declined $688,000 to $2,786,000 from $3,474,000 for the comparable period for
the prior year.  As a percent of sales, Other Expenses (Income) was 1.0% for the
year to date, a 0.3% point decline from the prior year.  Interest Expense for
the year to date decreased $1,140,000 from last year due to the prepayment and
repayment of $20,250,000 in Senior Notes Payable which were outstanding at
October 28, 1995.  The prepayment of $17,625,000 occurred in the first quarter
of Fiscal Year 1996 and the remaining Senior Notes Payable were retired during
the third quarter of Fiscal 1996.  The reduction in interest expense was
partially offset by a $380,000 decline in interest income which was due to the
reduction in the year to year balance of Available for Sale Securities.


                                      - 9 -


<PAGE>    12
LIQUIDITY AND CAPITAL RESOURCES

     Analysis of the Consolidated Statement of Cash Flow indicates that for the
thirty-nine weeks ended November 2, 1996 the Company's cash increased by
$3,280,000 from the balance at the beginning of Fiscal 1996.  For the comparable
period of Fiscal 1995 cash decreased by $14,016,000 from the beginning of the
year.  On an incremental basis during the thirty-nine weeks ended November 2,
1996, the Company's cash flow was $17,296,000 higher than the prior year.  The
increased cash flow was produced by a reduction in the Net Cash Used in
Operating Activities of $16,836,000 from the prior year.  While the Net Loss
required $2,788,000 of additional cash over the prior year's Net Loss and the
Accounts Receivable increase required $4,145,000 of additional cash over last
year, inventory growth was $14,588,000 less than last year.  Additionally, the
inventory growth was primarily financed by normal trade payables whose increase
was $6,890,000 higher than last year.  Investing activities provided $2,690,000
less cash than the prior year.  Capital Expenditures utilized $9,906,000 less
cash than last year while the decrease in Available for Sales Securities which
provides cash was $12,596,000 less than the prior year.  Financing Activities
required $3,150,000 less cash than the prior year.  As shown, the issuance of
Convertible Preferred Stock generated $20,000,000 in cash while the prepayment
and repayment of Senior Notes Payable used $20,250,000, a net use of $250,000.
Last year there was a net use of $3,400,000 from financing activities primarily
due to the scheduled repayment of $3,750,000 of Senior Notes Payable.

     Capital Expenditures of $6,624,000 for the thirty-nine weeks ended November
2, 1996 primarily consisted of the construction of and fixtures for nine stores
opened and five stores which are to be opened during the month of November 1996.

     As disclosed in Note 4 to the Consolidated Financial Statements, on May 23,
1996, the Company entered into an Amended and Restated Credit Agreement which
provided for borrowings up to $40,000,000. The unsecured credit agreement
established a sub-allocation of $30,000,000 for letters of credit. The term of
the agreement was extended from November 1996, to May 22, 1998.  As of November
2, 1996 there have been no borrowings under the Amended and Restated Credit
Agreement.

                                     - 10 -




<PAGE>    13
                           PART II - OTHER INFORMATION


Item 6 -  Exhibits and Reports on Form 8-K.

          None

                                   SIGNATURES


Pursuant to the requirements 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.



                              LECHTERS, INC.



                              By:  /s/ John W. Smolak
                                   John W. Smolak
                                   Senior Vice President and
                                   Chief Financial Officer



Date: December 16, 1996


                                     - 11 -