SECURITIES AND EXCHANGE COMMISSION
                                   
                          WASHINGTON DC 20549
                                   
                       AMENDMENT NO. 1 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

<PAGE>    3
                      LECHTERS, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                     
             (Amounts in thousands, except share and per share
                                 amounts)
           <TABLE>                                     
           <CAPTION>
                                           November    February
                                              2,          3,
                                              1996        1996
           <S>                             <C>         <C>
                    A S S E T S            (unaudite       
                                              d)
           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      70,852      60,446
           & Amortization
                                            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       14,197      13,546
           Accrued Expenses
           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                  58,579      57,788
              Discount of $6,421 and
           $7,212, respectively)
           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    20,000      --
           Shares
           Common Stock, Without Par                   
           Value,
              Authorized 50,000,000                    
           Shares,
              Issued and Outstanding                   
           17,155,086
              and 17,155,086 Shares,       58          58
           Respectively
           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
                             Novembe  October  November  October
                              r 2,      28,       2,       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               73,178   70,298   208,405  196,300
       occupancy and
    indirect costs)
    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                         2,786     3,474
    (Income)                 885      1,267
    Loss Before Income       (2,653)  (1,559)  (13,423) (8,695)
    Taxes
    Income Tax Benefit                          (5,504)  (3,564)
                             (1,088)  (638)
    Net Loss                 (1,565)    (921)  (7,919)  (5,131)
    Preferred Stock                                     
    Dividend Requirement     253      -        589      -
    Net Loss Applicable to                              
    Common                   ($1,818  ($921)   ($8,508) ($5,131)
      Shareholders           )
    Net Loss Per Common                         ($0.50)  ($0.30)
    Share                    ($0.11)  ($0.05)
    Weighted Average Common                             
    Shares                   17,155,  17,238,  17,155,0 17,322,00
       Outstanding           000      000      00       0
    </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          (35,947)     (50,535)
      Inventories
      Increase in Prepaid Expenses     (6,074)      (7,188)
      Increase in Accounts Payable,                 
        Accrued Expenses and Taxes                  
        Other                          26,109       19,219
        Than Income Taxes
      Decrease in Income Taxes         (861)        (266)
      Payable
      Decrease (Increase) in Other           152           (21)
      Assets
                                                    
      Net Cash Used In Operating       (15,682)     (32,518)
      Activities
                                                    
      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                              3,280        (14,016)
        Cash Equivalents
      Cash and Cash Equivalents,                    
      Beginning of                        4,234     14,774
      Period
                                                    
      Cash and Cash Equivalents, End   $7,514       $    758
      of Period
                                                    
      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   Preferre Addition            Unrealiz     
                  Stock       d        al     Retained     ed        
                   Issued   Stock    Paid-In  Earnings  Holding    Total
                             Issued  Capital              Gain
                                                         (Loss)
<S>              <C>       <C>      <C>       <C>       <C>      <C>
Balance,         $58       $        $62,773   $85,773   $  38    $148,642
February 3, 1996           --
                                                                 
Issuance of                                                      
Preferred Stock  --        20,000   (500)     --        --       19,500
   Net of
Issuance
Expenses
                                                                 
Net Loss Thirty-                                                 
Nine Weeks       --        --       --        (7,919)   --       (7,919)
   Ended
November 2, 1996
                                                                 
Unrealized                                                       
Holding Loss        --                                    (85)   
   Adjustment              --       --        --                 (85)
                                                                 
Balance,                                                         
November 2, 1996 $58       $20,000  $62,273   $77,854   ($47)    $160,138
   (unaudited)

</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 $15,000,000 of the 9.53% Senior Notes
     due 2001 and $2,625,000 of the 10.5% Senior Notes due 1998.  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>    9

                              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



















                                 - 8 -