<PAGE>    1


                   SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON DC 20549

                               FORM 10-Q

x         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15  (d)  OF THE
          SECURITIES EXCHANGE ACT OF 1934

               For quarterly period ended August 1, 1998

                                  OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                For the transition period from       To

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      07029-2404
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)

Registrant's telephone number, including area code: 
(973) 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 September 8, 1998: 17,176,286:

<PAGE>    2

                    LECHTERS, INC. AND SUBSIDIARIES
                               FORM 10-Q
                   FOR QUARTER ENDED AUGUST 1, 1998
                                 INDEX

                                                            PAGE NO.
PART I.   Financial Information

       Item 1. Financial Statements

               Consolidated Balance Sheets
               August 1, 1998 and January 31, 1998                 1          
               
               Consolidated Statements of Income
               for the Thirteen and Twenty-Six Weeks Ended
               August 1, 1998 and August 2, 1997                   2

               Consolidated Statements of Cash Flows
               for the Twenty-Six Weeks Ended
               August 1, 1998 and August 2, 1997                   3

               Consolidated Statement of Shareholders'
               Equity for the Twenty-Six Weeks Ended
               August 1, 1998                                      4

               Notes to Consolidated Financial Statements        5-6

      Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations     6-8

PART II.  Other Information

       Item 4. Submission of Matters to a Vote of 
               Security Holders                                 9-10

       Item 5. Other Information                                  10

       Item 6. Exhibits and Reports on Form 8K                 10-11



----------------------------------------------------------------------
Forward Looking Statements - All statements in this Report on Form
10-Q,  including  those  incorporated herein by reference,  that  do
not reflect historical information are forward looking statements made
in reliance  upon the "safe harbor" provisions of the Private
Securities Litigation  Reform Act of 1995.  Important factors  that  could
cause actual  results  to  differ materially from those  discussed  in
such forward   looking  statements  include,  but  are  not   limited
to, competition,  economic downturns, dependence upon product
development, international business risks and seasonality of business.
----------------------------------------------------------------------
<PAGE>    3

PART I.    Financial Information

                    LECHTERS, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
      (Amounts in thousands, except share and per share amounts)
    <TABLE>
    <CAPTION>
                                         August 1,         January 31,
                                          1998                1998
    <S>                                   <C>               <C>
              A S S E T S                 (unaudited)

    Current Assets:
     Cash and Cash Equivalents            $12,990           $16,395
     Marketable Securities                 61,722            74,747
     Accounts Receivable                    9,531             5,084
     Merchandise Inventories              108,454            99,034
     Prepaid Expenses                       6,570             2,145

     Total Current Assets                 199,267           197,405

    Property and Equipment:
     Fixtures and Equipment                58,625            58,841
     Leasehold Improvements                95,783            94,556
                                          154,408           153,397

     Less Accumulated Depreciation &
     Amortization                          85,147            79,891
       Net Property and Equipment          69,261            73,506

    Other Assets                            8,431             6,523
    Total Assets                         $276,959          $277,434


      LIABILITIES AND SHAREHOLDERS'EQUITY
    Current Liabilities
     Accounts Payable                     $14,973           $10,127
     Dividends Payable-Preferred Stock          -             1,010
     Salaries, Wages and Other
     Accrued Expenses                      21,902            18,102
     Taxes, Other Than Income Taxes         1,503             1,227
     Income Taxes Payable                   1,032             2,941


     Total Current Liabilities             39,410            33,407
    Long-term Debt
     5% Convertible Subordinated
     Debentures due September 27,
     2001 (Net of Unamortized
     Discount of $4,397 and $4,999,
     respectively)                        60,603             60,001
     Total Long-Term Debt                 60,603             60,001

    Deferred Income Taxes and Other
    Deferred Credits                      18,616             18,176
    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             20,000
     Common Stock, No Par Value,
        Authorized 50,000,000 Shares,
        Issued and Outstanding
        17,176,286 and 17,174,286,
        respectively                          58                 58
     Unrealized Holding Gain on
     Available for Sale Securities            30                 84
     Additional Paid-in Capital           62,380             62,370
     Retained Earnings                    75,862             83,338
     Total Shareholders' Equity          158,330            165,850

    Total Liabilities and
    Shareholders' Equity               $ 276,959           $277,434

    </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 amounts)

    <TABLE>
    <CAPTION>
                               Thirteen Weeks   Twenty-Six Weeks
                                  Ended               Ended
                             August 1,  August 2, August 1, August 2,
                              1998        1997      1998      1997
                               (unaudited)         (unaudited)
    <S>                      <C>       <C>        <C>       <C>
    Net Sales                $91,422   $95,114   $177,616   $180,243

    Cost of Goods Sold
    (including
       occupancy and
       indirect costs)        69,862    72,266   134,398     137,418

          Gross Profit        21,560    22,848    43,218      42,825

    Selling, General and
     Administrative Expenses  27,942    27,892    56,228      55,383
    Operating Loss            (6,382)   (5,044)  (13,010)    (12,558)
    Other Expenses (Income):
        Interest Expense       1,125     1,134     2,222       2,280
        Interest Income         (918)     (618)   (2,339)     (1,306)
        Net Investment
          (Gain/Income)Loss      (80)      (10)     (221)        (44)


    Total Other Expenses
    (Income)                     127       506      (338)        930

    Loss Before Income Taxes  (6,509)   (5,550)  (12,672)    (13,488)

    Income Tax Benefit        (2,673)   (2,275)   (5,196)     (5,530)

    Net Loss                  (3,836)   (3,275)   (7,476)     (7,958)

    Preferred Stock
    Dividend Requirement         253       253       505         505

    Net Loss Applicable to
    Common Shareholders      ($4,089)  ($3,528)  ($7,981)    ($8,463)

    Net Loss Per Common
     Share - Basic            ($0.24)   ($0.21)   ($0.46)     ($0.49)

    Net Loss Per Common
    Share - Diluted           ($0.24)   ($0.21)   ($0.46)     ($0.49)

    Weighted Average Common
    Shares Outstanding
     - Basic             17,176,000  17,155,000  17,175,000 17,155,000

    Weighted Average Common
    Shares Outstanding  
     - Diluted           17,176,000  17,155,000  17,175,000 17,155,000     
                                        
    </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>
                                           Twenty-Six Weeks
                                                Ended
                                       August 1,    August 2,
                                           1998         1997
                                             (unaudited)
      
      <S>                                 <C>           <C>
      Cash Flows From Operating
      Activities:
       Net Loss                          ($7,476)      ($7,958)

      Adjustments to Reconcile Net
      Loss to Net
       Cash Used In Operating
      Activities:
        Depreciation and Amortization      8,258         8,950
        Other                                553           844

      Changes in Assets and
      Liabilities:
       Increase in Accounts Receivable   (4,447)        (7,343)
       Increase in Merchandise
       Inventories                       (9,420)       (11,614)
       Increase in Prepaid Expenses      (4,425)        (2,714)
       Increase in Accounts Payable,
        Accrued Expenses and Taxes
        Other Than Income Taxes           8,922         17,024
       Decrease in Income Taxes Payable  (1,909)        (1,957)
       Increase in Other Assets          (2,502)        (1,832)

       Net Cash Used In Operating
       Activities                       (12,446)        (6,600)

      Cash Flows From Investing
      Activities:
       Capital Expenditures              (2,892)        (2,594)
       Decrease in Available for Sale
       Securities                        12,933         15,870

       Net Cash Provided by Investing
       Activities                        10,041         13,276

      Cash Flows From Financing
      Activities:
       Payment of Preferred Stock
       Dividend                          (1,010)        (1,010)
       Exercise of Stock Options             10              -

       Net Cash Used In Financing
       Activities                        (1,000)        (1,010)

      Net  (Decrease) Increase in
      Cash and Cash Equivalents          (3,405)         5,666

      Cash and Cash Equivalents,
      Beginning of Period                16,395          7,022

      Cash and Cash Equivalents, End
      of Period                         $12,990        $12,688

      Supplemental Disclosure of Cash
      Flows Information:

      Cash Paid During the Period
      for:
          Interest                     $     -         $   121

          Income Taxes                 $  2,183        $ 1,923
      </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  (Loss) Gain  Total
<S>                <C>     <C>      <C>       <C>        <C>        <C>

Balance,
January 31, 1998   $58     $20,000  $62,370   $83,338    $ 84       $165,850

Net Loss Twenty-
 Six Weeks Ended
 August 1, 1998     --          --       --   (7,476)      --        (7,476)


Unrealized
  Holding Loss
  Adjustment        --          --       --        --     (54)         (54)

Exercise of
Stock Options       --           --      10        --      --           10

Balance,
August 1, 1998
   (unaudited)    $58      $20,000   $62,380  $75,862    $ 30     $158,330
</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. Certain information and footnote disclosures normally
     included in financial   statements  prepared  in  accordance  with
     generally accepted  accounting principles have been condensed  or
     omitted. It  is  suggested  that  these condensed  consolidated
     financial statements  be  read  in conjunction with the  audited
     financial statements and the notes thereto included in the Company's
     Annual Report on Form 10-K for the year ended January 31, 1998.

     The  Company's results of operations for the thirteen and
     twenty-six weeks ended August 1, 1998 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 1998.

2.   NET LOSS PER SHARE

     "Basic"  net  loss per share data were computed by  dividing
     net loss,   reduced  by  the  Convertible  Preferred  Stock
     Dividend requirement,  by  the weighted average number  of  common
     shares outstanding during the thirteen and twenty-six weeks ended
     August 1,  1998 and August 2, 1997.  With respect to "diluted" net
     loss per  share, stock options which are potential common shares,
     were excluded from the weighted average of outstanding shares
     because inclusion would reduce the loss per share.  With respect  to
     the Company's   5%  Convertible  Subordinated  Debentures and the
     Company's  Convertible  Preferred  Stock,  for  the  purpose of
     computing  diluted net loss per share, the assumed conversion
     of such debentures and such preferred stock would each have an
     anti-dilutive  effect on diluted loss per share for the  thirteen
     and twenty-six weeks ended August 1, 1998 and August 2, 1997.













                                 - 5 -


<PAGE>    8

3.   COMPREHENSIVE INCOME (LOSS)

     In  June,  1997, the Financial Accounting Standards Board
     issued Statement  of  Financial  Accounting Standards  (SFAS) No. 130, 
     "Reporting Comprehensive Income."  As required by SFAS  No. 130
     the  following is a summary of the Company's comprehensive
     income (loss):

                                           Twenty-Six Weeks Ended
                                        August 1,        August 2,
                                          1998             1997

     Net  Loss                          ($ 7,476)        ($7,958)

     Components of Comprehensive (Loss) Income:

     Unrealized Holding (Loss)
       Gain on Available
       For Sale Securities -
       Net of Applicable
       Income Tax Benefit/Expense           (54)             22

     Comprehensive Loss                 ($7,530)        ($7,936)

4.   RECENT ACCOUNTING PRONOUNCEMENTS

     The  Financial Accounting Standards Board issued SFAS No. 131,
     " Disclosures   about  Segments  of  an  Enterprise   and
     Related Information", effective for fiscal years beginning after
     December 15,  1997.   As  provided by SFAS No. 131,  disclosures  are
     not required  for interim periods of the initial year of
     application, but   comparative  information  will  be  reported  in
     financial statements  for  interim  periods  during  the  second  year
     of application.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
         AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED AUGUST 1, 1998 IN COMPARISON WITH THIRTEEN
WEEKS ENDED AUGUST 2, 1997.

Net  sales  for  the  thirteen weeks ended August  1,  1998
decreased $3,692,000  to  $91,422,000,  a decrease  of   3.9%  compared  to
the comparable period of  Fiscal 1997. The decrease was attributable
to  a reduction  of   stores in operation which averaged 33 fewer
locations from  Fiscal  1997  and to the sales declines in the Company's
Famous Brands  Housewares  Outlet stores related to the transition  to
more "special buy", "off price" merchandise. The reduction in the
number of stores  reflects the Company's strategy to improve the quality of
its store  locations  by upgrading to better performing  sites.
Lechters Housewares  store  sales  for the second quarter  decreased  2.8%
to $69,916,000 while Famous Brands Housewares Outlet sales declined 7.2%
to  $21,506,000.  On a comparable store basis, sales for  the
Company declined  1.3%. Lechters Housewares comparable store sales
increased 0.2%  for  the  quarter  and Famous Brands Housewares  Outlet
stores decreased 5.8%. During the second quarter of Fiscal 1998, the
Company opened  4  stores  and closed 7 reducing the stores  in  operation
at August  1,  1998 to 612 from the 615 in operation at the beginning
of the  second quarter compared to 645 stores in operation at  August 2, 1997.
                                  -6-
<PAGE>    9

Gross  Profit for the second quarter was $21,560,000, 23.6%  of
sales and  was  $1,288,000 and 0.4 percentage points as a percent  of
sales lower  than  gross profit for the second quarter of Fiscal  1997.
The sales  decrease  was  the primary reason for the decrease  in
amount. Additional   price   reductions  and  the  emphasis   on  "off-price"
merchandise,  partially  offset by the reduction  in  occupancy
costs related  to  fewer  stores in operations were the significant
factors with respect to the gross profit rate decrease.

Selling,  General  and  Administrative Expenses  increased
nominally,$50,000,  to  $27,942,000, which was 30.6%  of  sales  and  were
1.3% percentage points higher than the expense rate for the second
quarter of  Fiscal 1997. While store operating expenses with the exception
of payroll  were  reduced from the prior year, expenses  in  the
Service Office  were  higher reflecting the continued increased costs  of
the merchandise  division  due to the "off-price" programs  and
increased costs  in  information technology in support of a new  infra-
structure and other initiatives including Year 2000 compliance.

Other  (Income)/Expense for the quarter was an  expense  of
$127,000, 0.1% of net sales and was $379,000 and 0.4 percentage points below
the amount  for  the  comparable period last year.  Interest  expense
was virtually  equivalent  to  last  year's  amount  while  interest
and investment  income  and  gains were $370,000  higher  for  the
second quarter versus the comparable period last year. As of
August 1, 1998 Marketable Securities classified as available for
sale were  $61,722,000 which was $23,470,000 higher than at August 2,
1997. The  higher  invested  balances produced the  increased  interest
and investment related income.

TWENTY-SIX WEEKS ENDED AUGUST 1, 1998 IN COMPARISON WITH TWENTY-SIX
WEEKS ENDED AUGUST 2, 1997

Net  sales  for  the twenty-six weeks ended August 1,  1998
decreased $2,627,000 to $177,616,000, a 1.5% decrease from the comparable
twenty-six  week  period of  Fiscal 1997. The sales decrease was due  to
the reduced  number  of stores in operation during Fiscal  1998  which
on average had 31 fewer store locations than Fiscal 1997 and to the
sales decrease  in  the  Company's Famous Brands Housewares  Outlet
stores related  to  the  transition  to  more  "special  buy",  "off-
price" merchandise.  Sales  for  the  Company's Lechters  Housewares
stores decreased  0.1%  to  $137,328,000 and sales for the  Company's
Famous Brands Housewares Outlet stores decreased 5.9% to $40,288,000.  On
a comparable store basis, sales for the Company increased 0.8% with
the Lechters  Housewares  stores increasing 2.8%  and  sales  for
Famous Brands  Housewares  Outlet stores decreasing 5.3%. Year-to-date,
the Company  has  opened  7 stores and closed 21 reducing  the  stores
in operation from 626 at January 31, 1998 to 612 as of August 1, 1998 
compared to 645 stores in operation at August 2,1997.

Gross  Profit  for  the twenty-six week period ended  August  1,
1998 increased  $393,000 to $43,218,000. At 24.3% of net sales,  the
gross margin  rate  increased 0.5 percentage points over the  rate  for
the comparable period of  Fiscal 1997. While increased  price
reductions and the increased emphasis on "off-price", "special buy"
merchandise reduced the gross profit rate, the reduction was more than offset
by the reduced occupancy costs related to the reduction in the number
of stores in operation.

Selling,  General  and Administrative Expenses increased  $845,000
to $56,228,000  and  at  31.7% of net sales, were  1.0  percentage
point higher as a rate compared to the comparable period of Fiscal 1997.
As mentioned for the second quarter, the expense trends are similar
with store operating expenses with the exception of payroll reduced due
to on average 31 fewer stores in operation than last year. Service
Office expenses have increased due to additional resources needed to
support the  "off-price" strategies and to support the information
technology initiatives including Year 2000.
                                  -7-
<PAGE>    10

YEAR 2000 COMPLIANCE

The  Company continues actively addressing the year 2000  issue.
All systems  have been reviewed for compliance and where necessary
program modifications made.  Alternatively, where also warranted  by
business functionality requirements, certain legacy systems which
were scheduled for replacement independent of the Year 2000 issues,
have or will  be  replaced  with  new  software  certified  to  be  year
2000 compliant.   Furthermore, the Company has solicited the commitment
of its  key  vendors  and service providers to ensure their  systems
are capable of operating in the future and hence compatible to the
extent necessary.

The Company does not expect its cost of compliance to be
exceptional in light of its current plan to otherwise upgrade the
capabilities of its existing systems.

LIQUIDITY AND CAPITAL RESOURCES.

Cash, cash equivalents and marketable securities increased
$23,772,000 over their combined balances at the close of the second quarter
of Fiscal 1997.

Cash flow during the twenty-six weeks ended August 1, 1998
as reflected on the Statements of Cash Flows, was a net decrease of
cash and  cash  equivalents of $3,405,000. Operating activities, which
are comprised of the net loss of $7,476,000 adjusted for non-
cash expenses such as depreciation and amortization and changes
in operating assets, utilized $12,446,000 of cash during Fiscal  1998
to date. Significant components of operating cash flow for the twenty-
six weeks ended August 1,1998 included depreciation and
amortization which provided cash of $8,258,000, merchandise inventories
which increased utilizing cash of $9,420,000, accounts receivable
and prepaid expenses which increased utilizing cash of $4,447,000
and $4,425,000, respectively, and accounts payable, accrued expenses
and taxes other than income taxes which increased and provided cash
of $8,922,000.  Total  merchandise inventories were $3,602,000 lower
at August  1, 1998 than at August 2, 1997. Investing activities
provided $10,041,000 as the Company's capital expenditures utilized
$2,892,000 of  cash  while the $12,933,000 reduction in  marketable
securities provided cash.

Capital  expenditures  to  date were  for  the  construction  of
and fixtures  for new and relocated stores, store renovations and
remodels and for computer hardware upgrades and additions. Financing
activities utilized  $1,000,000 of cash as the Company paid the dividend on
the convertible  preferred stock of $1,010,000 and the exercise  of
stock options provided $10,000.

During  the first quarter of Fiscal 1998, the Company entered
into a new $40,000,000 Credit Agreement with a syndicate of banks led
by Chase Manhattan Bank to replace the existing credit facility which
was to expire in May 1998. The new facility consists of a $20,000,000
line of credit  for  direct  borrowings and a $20,000,000 line for
the issuance of letters of credit. The term of the new agreement is
for three years, with the letter of credit component renewable
annually during that period.







                                  -8-
<PAGE>    11
PART II.  Other Information

Item 4- Submission of Matters to a Vote of Security Holders

     (a)  Regular annual meeting of the Company's stockholders,
          held June 18, 1998 in New York, NY.

     (b)  Directors elected at the meeting for a three-year term:

               Donald Jonas
               Stephen Westerfield


          Continuing Directors:

               Martin S. Begun          Robert Knox
               Roberta S. Maneker       John Wolff
               Anthony E. Malkin        Charles A. Davis
               Bernard D. Fischman      Norman Matthews


 (c)(1)   a.   To elect two Director Nominees; and

          b.   To consider and act upon a proposal to ratify the
               appointment of Deloitte & Touche LLP as the independent auditors
               of the Company for the fiscal year ending January 30, 1999; and

          c.   To consider and act upon a proposal to approve the
               1998 Long-Term Incentive Plan.


       (2)     Director Nominees

               Class of Stock      For            Withhold    Total Voted
               Common              13,829,147       45,159     13,874,306
               Preferred            2,399,984            -      2,399,984
                      Total        16,229,131       45,159     16,274,290


             Proposal to ratify Deloitte & Touche LLP asIndependent Auditors

            Class of Stock     For      Against    Abstain    Total Voted
            Common         13,868,259     2,819      3,228     13,874,306
            Series A
            Preferred       2,399,984         -          -      2,399,984
              Total        16,268,243     2,819      3,228     16,274,290



                                  -9-

<PAGE>    12


     Proposal to approve the 1998 Long-Term Incentive Plan

                                                     Broker
     Class  of Stock   For     Against   Abstain   Non-Votes  TotalVoted

     Common        11,056,382  914,854   419,887  1,483,183   13,874,306
     Series  A
     Preferred      2,399,984        -         -          -    2,399,984
       Total       13,456,366  914,854   419,887  1,483,183   16,274,290


     (3)  Election of Directors

       Name                    Votes For             Votes Withheld
       Donald Jonas           16,229,595                 44,695
       Stephen Westerfield    16,229,131                 45,159


Item 5- Other Information

Rule  14a-4  of the Securities and Exchange Commission's  proxy
rules allows  the Company to use discretionary voting authority to  vote
on matters  coming  before  an annual meeting  of  stockholders,  if
the Company does not have notice of the matter at least 45 days before
the date  corresponding to the date on which the Company first mailed
its proxy materials for the prior year's annual meeting of
stockholders or the  date specified by an overriding advance notice provision  
in the Company's Bylaws.  The Company's Bylaws do not contain such an
advance notice provision.

For  the Company's Annual Meeting of Stockholders expected to be
held on  June 17, 1999, stockholders must submit such written notice to
the Secretary of the Company on or before March 29, 1999.

This  requirement  is  separate  and apart  from  the  Securities
and Exchange  Commission's requirements that a stockholder  must  meet
in order  to have a stockholder proposal included in the Company's
proxy statement  under  Rule  14a-8.  For the Company's  Annual  Meeting
of Stockholders expected to be held on June 17, 1999, any stockholder
who wishes  to  submit  a  proposal for inclusion in the  Company's
proxy materials  pursuant  to Rule 14a-8 must submit such  proposal  to
the Secretary of the Company on or before January 13, 1999.

Item 6-   Exhibits and Reports on Form 8-K

a.   Exhibits.

3.1  Restated Certificate of Incorporation of the Company (Incorporated
     herein by reference to Exhibit 3.2 to the Company's Registration
     Statement on Form S-1 File No. 33-29465 (the "Registration
     Statement")).

3.2  By-laws of the Company (Incorporated herein by reference to
     Exhibit 3.2 to the Company's Registration Statement on Form S-1
     File No. 33-40372).

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<PAGE>    13


4.1  Preferred Stock Purchase Agreement dated April 5,1996.
     (Incorporated herein by reference to the Company's Annual Report on Form 
     10-K for the year ended February 1, 1997).

4.2  Indenture, dated as of September 27, 1991, between the Company and
     Chemical Bank, as Trustee.  (Incorporated herein by reference to the
     Company's Annual Report on Form 10-K for the year ended
     January 25, 1992).

10.1 Lechters, Inc. Long-Term Incentive Plan.

27   Financial Data Schedule



                              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/ James J. Sheppard
                                   James J. Sheppard
                                   Senior Vice President and
                                   Chief Financial Officer
Date:     September 14, 1998



                            
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