SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM 10-K
(Mark One)
 X
	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	     For the Fiscal Year Ended January 31, 1998

 
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934 
     For the transition period from                 to 

                    Commission File Number: 0-22834

                         SUCCESSORIES, INC.
         (Exact name of registrant as specified in its charter)

              		ILLINOIS						                    36-3760230
	      (State or other jurisdiction of					    (I.R.S. Employer
	      incorporation or organization)					    Identification No.)

      	        2520 Diehl Road
	              Aurora, Illinois						                   60504
   (Address of principal executive offices)	          (Zip Code)

       Registrant's telephone number, including area code: (630) 820-7200
       Securities registered pursuant to Section 12(b) of the Act:

                               								        Name of Each Exchange
   	    Title of Each Class					                on Which Registered  
		             None							                             None   

           Securities registered pursuant to Section 12(g) of the Act:
                        $.01 par value Common Stock
(Title of class)

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

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

	The aggregate market value of the $.01 par value Common Stock held by non-
affiliates of the Registrant on April 30, 1998, based upon the last reported 
sale price on that date on the Nasdaq National Market of $5.50 per share, 
was approximately $31,140,000.
	               
	Registrant had 6,765,081 shares of $.01 par value Common Stock, outstanding as 
of April 30, 1998.

                     DOCUMENTS INCORPORATED BY REFERENCE

	Portions of the Registrant's definitive Proxy Statement for its 1998 Annual 
Meeting of Shareholders, which will be filed with the Securities and Exchange
Commission within 120 days of January 31, 1998, are incorporated by reference
into Part III hereof.


                                   PART I

Item 1.	Business

     	General

  	Successories, Inc. ("Successories" or the "Company") is a direct mail 
catalog company, specialty retailer and wholesaler that designs, assembles and 
markets a diverse range of motivational and self-improvement products, many of 
which are the Company's own proprietary designs.  The Company's products 
include distinctive lines of wall decor, desktop art, books, audio tapes, 
personalized gifts and awards, greeting cards and mugs.  In addition, the 
Company sells other motivational products supplied by third parties.  Company
personnel create proprietary art work and designs that can be used in 
conjunction with a wide variety of products.  The Company will also customize
its products to fulfill customers' special needs.

	The majority of the Company's sales are derived from proprietary products that
have been internally developed, designed, or customized.  All products are 
designed to have a positive motivational or self-improvement theme that can be 
used to reinforce basic business goals such as customer service, attitude and
teamwork, or to recognize achievement and good performance.  The Company's 
products also appeal to organized sports teams, athletes and 
individuals for motivational or inspirational purposes, and for gifts.

	The Company has a wide range of customers, including Fortune 500 companies, 
mid-sized and small businesses, sole proprietors, entrepreneurs, sales people, 
schools, athletic organizations and individuals.  The Company's products are
marketed primarily under its Successories trade name through direct marketing
(catalog, electronic commerce and telemarketing), retail sales (Company-owned 
stores), and wholesale distribution (including sales to franchisees).

	As of January 31, 1998, there were 82 Successories retail locations, 41 of 
which were Company-owned and 41 of which were franchised.  For the fiscal year 
ended January 31, 1998, the Company mailed 12.2 million catalog pieces.  

	The operating subsidiaries (the "Subsidiaries") of the Company commenced 
operations in 1985 and their original owners included certain executive officers
and directors of the Company.  In October 1990, Primus Development Group II Ltd.
("Primus") acquired in excess of 90% of the stock of the Subsidiaries through a 
share exchange.  The Company was formed as a wholly-owned subsidiary of 
Primus and, in February 1992, Primus merged into the Company.  In March 1991
and April 1993, the Company acquired the remaining outstanding stock of the 
Subsidiaries through share exchanges.

	Products

	A majority of the Company's sales are derived from proprietary products which 
either have been internally developed or designed, or individually customized. 
All products are designed to have a positive motivational or self-improvement 
theme which can be used in businesses to reinforce basic business goals such
as customer service, attitude and teamwork, to recognize achievement and good
performance.  The Company's products also appeal to many individuals for 
both personal and professional motivation and for gifts.

	As of January 31, 1998, the Company offered approximately 4,800 stock-keeping
units ("SKUs").  Successories retail stores generally carry an average of 850
SKUs while kiosks carry an average of 550 SKUs.  The Company's Successories 
catalog carries approximately 420 SKUs in its 40-page version and 550 SKUs in
its 52-page edition.

	The Company's proprietary wall decor product line includes dramatic photography
and other art developed, designed or customized in-house and printed on high-
quality coated paper stock with various motivational captions.  Company 
designers give each grouping of wall decor products a unique, uniform overall
appearance, including consistent visual themes, a range of predominant colors
and distinctive border design and lettering, thereby providing each grouping 
with a distinctive Trade Dress.  The prints within each product grouping are 
also similar in size.  Most framed art comes in an aluminum frame with an 
electroplated high-gloss black finish.  The Company recently began offering 
selected products framed in wood and intends to expand the number of wood-
framed products in the future.  High-quality tempered glass is used for 
safety reasons and to protect against damage.

	The Company's wall decor includes framed and unframed lithographs in various 
sizes ranging from 16-inch by 20-inch to 24-inch by 30-inch.  The Company's 
merchandise is categorized into the product "groupings" that convey a specific 
theme and Trade Dress.

	The Company markets smaller versions (5-inch by 7-inch) of its wall decor as 
well as other products designed to be placed on desktops and countertops.  
In addition, mini-sized framed lithographs and mouse pads are marketed.  All 
desktop products contain motivational words and/or images similar to those 
used for wall decor.

	All books and tapes sold by the Company are specifically selected for their 
motivational or inspirational content and include those published by the 
Company as well as by third parties.  The Company markets collections of 
motivational or inspirational quotations containing illustrations by Company
artists, and educational books for sales, customer service and human resource
professionals.

	The Company offers a wide variety of customized products to its customers.  
In-house custom capabilities include hot-stamping, screen-printing, and 
engraving for logos and personalized messages.  Etched brass and crystal 
products are also available.  Some of the products with customized features 
include employee awards, promotional items and corporate gifts.

	While Successories retail stores typically carry many of the Company's 
proprietary products, they also carry a variety of products purchased 
from outside vendors.

 In October 1996, the Company acquired British Links Golf Classics, Inc., a 
catalog company selling golf-related gifts, art, wall decor and other 
collectibles.  In November 1997, the Company executed a license agreement 
with The New York Times Company Magazine Group, Inc. to use the names Golf 
Digest and The Golf Company from Golf Digest in connection with the 
development of retail locations and a direct mail catalog featuring golf 
related wall decor, gifts and other collectibles.  The Company intends to expand
upon the line of proprietary products acquired in the British Links transaction
by the development and expansion of The Golf Company from Golf Digest catalog 
and retail stores.

 Although the major product category is wall decor, the Company also sells 
watches, pens, wall plaques, clocks, chairs, lamps, books, planters, keepsake
wooden boxes, display racks and cabinets, glasses, mugs, jewelry and other 
related products.

	Product Development

	The Company tries to expand its most popular product lines by offering new 
items with each new catalog version and by creating new product lines that 
are distinctive in appearance from existing lines.

	Sales and Marketing

	The Company generates revenue through direct marketing, Company-owned retail 
stores, franchise stores, wholesale distribution and licensing agreements.  
The Company believes that each one of these channels is an efficient way to
reach a specific segment of the customers.  Customers are categorized as 
follows:

      - corporate buyers including executives, sales managers, human resource 
        managers and production managers of larger corporations,

      - entrepreneurial buyers including small business owners, home office 
        businesses, sales professionals, and

      - consumers who are primarily purchasing the Company's products for 
        themselves or as a gift for the end user.

	The Company believes that the optimal way to reach its diverse customer base 
is to market its products through several distribution channels.  In addition, 
the Company believes that its different distribution channels provide numerous
benefits in cross-marketing.  For example, retail stores allow potential 
customers to view, first-hand, the quality of the product offerings which 
may lead to future catalog sales.  In addition, retail stores act as a 
source of new customers for the Company's mailing list.

	For the fiscal year ended January 31, 1998, direct marketing sales accounted 
for approximately 48% of the Company's product sales, while retail sales 
from Company-owned stores were approximately 31% of the total.  Wholesale 
distribution sales, including product sales to franchisees, were 
approximately 21% of the Company's product sales.

	The Company's revenue base is comprised of a wide range of customers including 
Fortune 500 companies, mid-sized and small businesses, corporate management 
personnel, athletic and educational organizations and retail customers.  No
individual customer accounted for more than 10% of the Company's net sales 
during the fiscal year ended January 31, 1998.

	The Company emphasizes customer service to achieve its goal of producing a 
high level of customer satisfaction.  All merchandise sold to the Company's 
direct marketing and retail customers may be returned for any reason.

		Direct Marketing

	Through the use of its Successories catalogs, the Company targets sales 
managers, executives of small and medium-sized businesses, meeting planners, 
human resource managers and corporate training managers who have purchased or 
shown a willingness to purchase the Company's products in the past.  These 
customers use the Company's products to reinforce important work themes, to 
motivate and recognize employees, and as gifts at meetings and conventions.  
In addition, the Company is constantly prospecting for new customers by 
mailing its catalogs to prospective customers which have favorable 
demographic profiles or purchasing patterns.

	The Company's catalog features the entire line of proprietary products and 
some third-party products.  The two types of catalogs currently being mailed
 are a 52-page version mailed to existing customers and catalog requesters 
and a 40-page version mailed to individuals on rented lists with the 
objective to acquire them as new customers. 

	The Company maintains a large proprietary in-house database.  Building on this 
foundation, the Company maintains an ongoing prospecting effort by testing 
various mailing lists and evaluating the recipient's responsiveness to the 
Company's product offerings.  When a prospect makes a purchase, they are 
promoted to the 52-page catalog using selection criteria based on purchase 
history.  A group of corporate sales representatives handle larger corporate 
accounts through telemarketing.  During the fiscal year ended January 31, 
1998, the Company mailed approximately 9.7 million Successories catalogs.

	In October 1996 the Company acquired the stock of British Links Golf Classics,
Inc., a catalog company specializing in golf-related wall decor, gifts and 
other collectibles.  The Company believes that due to the popularity of golf 
and its acceptance in the business community, it will be able to generate 
incremental sales of golf-related products from the Company's in-house 
mailing list of business executives, entrepreneurs and sales people.  The 
Company produced four digest-size issues of the British Links catalog, with an 
average issue numbering 56 pages, and mailed approximately 2.5 million 
British Links catalogs during the fiscal year ended January 31, 1998.  
In addition, the Company recently mailed the first issue of The Golf Company 
from Golf Digest catalog.  The catalog was introduced as a full-sized 
version and contains approximately 40 pages.

		Retail Sales

	The Company-owned retail locations consist of stores and kiosks primarily 
located in shopping malls.  The Company's Successories stores were introduced
in early 1991.  As of January 31, 1998, the Company owned a total of 41 
retail locations, including 34 stores and 7 kiosks.  The following table 
shows the number of Company-owned retail locations that were opened, closed 
and in operation for each of the last three fiscal years.  

<TABLE>
<CAPTION>
			                                                       In Operation
			                                                        at End of
Fiscal Year Ended	           Opened	            Closed	   Fiscal Year  
<S>                           <C>                <C>         <C>
February 3, 1996	              6	                 3	          54
February 1, 1997*	             9	                14	          49
January 31, 1998	              3	                11	          41
</TABLE>
                       
* Includes acquisition of one British Links store.

As of January 31, 1998, the Company's retail locations are located in Canada 
and the following states:

<TABLE>
  <C>                   <C>                  <C>
	 Arizona			            Indiana			           Oklahoma
	 California			         Maryland			          Pennsylvania
	 Colorado			           Massachusetts			     Texas
	 Florida				           Michigan			          Virginia
	 Georgia			            Minnesota			         Wisconsin
	 Illinois				          New York
</TABLE>

	Kiosks are self-contained, 10' by 12' retail displays located in the center 
aisle of an enclosed shopping mall where all four sides of the display are 
available for showing products and conducting sales.  The center of the kiosk
is utilized for storage.  Because of the lower costs associated with 
establishing, furnishing and stocking such a location, these types of 
locations offer a relatively inexpensive way for both the Company and its 
franchisees to test mall locations prior to opening a larger store.

	Depending on seasonality, location, size of market and build-out costs, the 
Company generally expects a new store to achieve profitability within twelve
months of opening.

	The retail division plans currently call for moderate expansion in fiscal 
1998, with the focus being on profit enhancement at existing Company-owned 
stores and kiosks, rather than on new store sales.

		Wholesale Distribution

	The Company sells products to a number of wholesale customers.  In 1996, the 
Company designed and introduced the Winnersr Collection brand for wholesale 
distribution.  Wholesale customers include other direct marketing 
distributors and distributors who have acquired distribution rights for 
the Company's products in other countries.  Included within this category 
are sales to franchisees and royalty income.

 One of the Company's wholesale distribution strategies is to broaden its 
product distribution through sales to franchisees.  Product sales to 
franchisees are typically made at a discount to retail or at product 
cost plus a certain percentage. 

	The Company licenses some of its proprietary images to third parties for use 
in their products for which the Company receives a royalty payment.  These 
third parties generally market office supply products such as pens, 
notebooks and note cubes either through retail stores or through direct 
marketing catalog sales.

	Franchising Program

	The Company has devised a strategy whereby the development of Company-owned 
stores is concentrated in major metropolitan areas with a base population 
in excess of one million people, while franchise store development is 
concentrated in areas with a base population of fewer than one million 
people.  The Company believes that it can operate Company-owned stores 
most efficiently and profitably in areas where it has the ability to operate 
multiple units in relatively close proximity.  The operation of several 
stores in a metropolitan area "cluster" allows the Company to benefit from 
management and distribution efficiencies resulting from providing products 
and services to several locations at once, as opposed to providing such 
services to individual stores.  In geographic areas where the population 
and demographics suggest a single retail location rather than several 
locations in a cluster, the Company may seek to place a franchisee to act 
as an owner/operator.  As an owner/operator, the individual franchisee has 
the ability to service an individual retail operation more efficiently than 
the Company by maintaining lower overhead costs than those required by a 
single, isolated Company-owned store.

	Prospective franchisees frequently approach the Company on an unsolicited 
basis.  Franchisees must meet specific qualification criteria and are pre-
screened to substantiate level of interest and compliance with certain 
minimum net worth and liquid asset tests.  Prospective franchisees who 
meet the initial qualification requirements are invited to the Company's 
headquarters for extensive interviews with Company executives, who must 
approve all franchisees.  Upon approval, franchisees sign a franchise 
agreement and pay a franchise fee prior to participating in the franchise 
training and orientation program.

	As of January 31, 1998, there were 41 franchised retail stores.  The following 
table shows the number of franchised stores that were opened, closed and in 
operation for each of the last three fiscal years.

<TABLE>\
<CAPTION>
			                                                           In Operation
			                                                             at End of
Fiscal Year Ended	         Opened	           Closed	          Fiscal Year  
<S>                         <C>               <C>               <C>
February 3, 1996	            9	                7	               43
February 1, 1997	            6	                2	               47
January 31, 1998	            4	               10	               41
</TABLE>

	The Company provides its franchisees with a comprehensive system of business 
training, education, site selection assistance, professional marketing, 
promotion and advertising programs and other forms of franchise support.

		Franchise Operations

	All franchisees are required to comply with Company-established operational 
policies and procedures relating to, among other things, quality of service,
training, design and decor of stores and trademark usage.  The Company's 
operations personnel make periodic visits to franchise stores to ensure that 
the stores are operating in conformity with its standards.  The Company 
retains the right to receive an assignment of any leasehold interest and gain 
possession of the store if the franchisee fails to comply with the Company's
operational policies and procedures or upon expiration of the franchise 
agreement.

	The Company provides new franchisees with training at both the Company's 
headquarters and at Company-owned retail locations focused on the various 
aspects of store management including marketing fundamentals, financial 
controls and product knowledge.  In addition, the Company provides ongoing 
employee training to franchisees and their managers, as well as its own 
managers.

	Various factors are considered in evaluating sites including trade area 
demographics, availability and cost of space, location of competitors and 
total retail sales in a given enclosed shopping area.  The Company reviews 
all proposed franchise store locations and reserves the right to review 
the lease terms thereof.  

		Franchise Agreement

	The Company attracts qualified franchise owners with a low initial franchise 
fee. The franchise fee for the first store is $35,000, and $30,000 for each 
additional store, payable in full upon execution of a franchise agreement.  
Franchisees are responsible for the costs of leasehold improvements, 
inventory, furniture, fixtures, decor and certain other items including 
initial working capital.  The franchisee purchases for resale Company 
manufactured products or products from others that are Company-approved.  
Due to the proprietary nature of most of the Company's products, the 
Company is the only available source for many products sold by franchisees.

	Franchisees currently pay a monthly royalty to the Company of 2% of 
franchise gross sales.  Franchisees are further required to spend between 
$5,000 and $10,000 on grand opening advertising followed by 3% of monthly 
gross sales for local advertising and promotion.

	The franchise agreements have an initial term of five years with an option for
the franchisee to renew for three additional, successive terms of five years 
each.  The agreements also provide the Company with the right to purchase the
franchisee's store assets upon termination or expiration of the franchise 
agreement, and a right of first refusal if the franchise is to be sold.  
The franchisee must obtain the Company's approval in all instances where there 
is a sale of the franchise.  The franchise agreement is granted for the 
operation of a single retail store at a specified location.  The Company 
reserves certain rights within close proximity to franchised retail stores to
sell products through channels of distribution distinct from that of a 
franchised retail business.

	Manufacturing, Order Fulfillment and Distribution

	The Company's manufacturing operations consist primarily of framing, product-
engraving, hot-stamping and silk screening.  The Company mounts and assembles 
its framed wall decor in-house and has developed a special packaging system 
designed to reduce the risk of breakage in shipping.

	Generally, the Company's catalog customers may choose to have their orders 
sent via ground shipment (7 - 10 days), economy (4 - 6 days), express 
(2 - 3 days) or next day shipment.  The Company's manufacturing operations 
and order fulfillment capabilities enable it to accommodate last-minute 
orders for a variety of products, and to produce samples of products for 
existing and potential customers.  These capabilities further enable the 
Company to produce and test products before inclusion in the distribution 
channels.

	The Company depends upon outside suppliers for many items such as mugs, 
stationary and components for framing, all of which are readily available 
from a number of suppliers.  In addition, the Company outsources its film 
work and printing, although its creative staff works closely with outside 
film houses and printers to assure that all work is done to the Company's 
specifications and satisfaction.

	Seasonality

	See "Management's Discussion and Analysis of Financial Condition and 
Results of Operations - Seasonality."

	Competition

	The industry supplying motivational, self-improvement and custom awards is 
highly competitive and fragmented, with limited barriers to entry.  The 
primary bases for competition are customer service, selection, price, quality
 and name recognition.  Although certain classes of products offered by the 
Company such as greeting cards, mugs and books are offered by many other 
companies, the Company is not aware of any other company with established 
distribution channels that offers a similar range of products with 
motivational and self-improvement themes.

	The Company competes with other franchisors for qualified franchisees.  The 
Company's strategy is to attract franchisees with successful business and 
management backgrounds.  Franchisees are not required to have experience 
in the retail industry or with the types of products offered by the Company.


	Trademarks and Service Marks

	The Company owns a federal registration for the service mark Successories on 
the Principal Register of the United States Patent and Trademark Office ("PTO").
The Company believes the use of the service mark Successories is important in 
establishing and maintaining its reputation and is committed to protecting 
this service mark by vigorously challenging any unauthorized use.  

	Although many of the quotations, photographs and other art work used by the 
Company are in the public domain and are not individually protectable under 
copyright and trademark laws, the Company continually endeavors to protect 
its products through exclusive licensing relationships with the owners or 
subjects of various photographs by giving the products a distinctive Trade 
Dress.

	Employees

	As of January 31, 1998, the Company employed 575 persons, 319 of whom were 
employed full time.  Of this total, 266 were employed at the corporate 
headquarters in marketing, manufacturing, order fulfillment or administrative
capacities, and 309 were field personnel, store managers or store personnel.  
The Company is not a party to any collective bargaining agreements and has 
not experienced a strike or work stoppage.  The Company believes that its 
employee relations are good.

Item 2.    	Properties

	The Company leases its corporate office and manufacturing/warehouse facility 
in Aurora, Illinois, under the terms of a lease agreement which expires in 
July 2009.  The lease is for approximately 20,000 square feet of office space
 and 110,000 square feet of manufacturing/warehouse space.

	The Company leases all Company-owned stores from various property owners 
under terms typical in an enclosed mall or strip shopping center.  Lease 
terms generally vary from five to ten years for stores, and six months to 
one year for kiosks.  None of the Company's stores leases are individually 
material to the operations of the Company, and the Company expects that it 
will be able to renew its leases on satisfactory terms as they expire.

Item 3.	Legal Proceedings

	There are no material pending legal proceedings against the Company.  The 
Company is, however, involved in routine litigation arising in the ordinary 
course of its business, and, while the results of the proceedings cannot be 
predicted with certainty, the Company believes that the final outcome of 
such matters will not have a materially adverse effect on the Company's 
consolidated financial position or results of operations.

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

	None.

	Executive Officers of the Registrant

<TABLE>
<CAPTION>

Name				               Age	      Principal Occupation for Last Five Years
<S>                    <C>       <C>
Arnold M. Anderson	    53	       Chairman of the Board and Director for the 
                                 Company since May 1997; prior thereto, Chief
                                 Executive Officer, President, Chairman of 
                                 the Board and Director for the Company and 
                                 its predecessor (Primus) since October 1990;
                                 prior thereto, Chairman and President of 
                                 the Subsidiaries.

James M. Beltrame	     54	       Chief Executive Officer for the Company 
                                 since May 1997, Chief Operating Officer and 
                                 President for the Company since June 1995, 
                                 Director for the Company from March 1995, 
                                 Chief Financial Officer for the Company 
                                 from March 1995 to June 1996; prior thereto, 
                                 Chief Financial Officer for RTO Enterprises 
                                 since 1992; prior thereto, Director, 
                                 Executive Vice President, Chief Financial 
                                 Officer for Restaurant Associates since 1984.

Steven D. Kuptsis	     42	       Senior Vice President and Chief 
                                 Administrative Officer for the Company since
                                 September 1997; prior thereto, General 
                                 Manager of Chadwick-Miler, Inc. since 1996; 
                                 prior thereto, Senior Vice President and 
                                 Chief Operating Officer of Chadwick-Miller, 
                                 Inc. since 1995; prior thereto, Vice 
                                 President and Chief Financial Officer of 
                                 CMI Holding Corp. since 1991. 

Timothy C. Dillon	     35	       Senior Vice President, General Counsel and 
                                 Secretary for the Company since 1993, 
                                 Director for the Company since 1995; prior 
                                 thereto, President of First American 
                                 Franchise Corporation since 1992; prior 
                                 thereto, attorney for Francorp, Inc.

Michael H. McKee	      44	       Senior Vice President, Creative Director 
                                 and Director for the Company and its 
                                 predecessor since October 1990; prior 
                                 thereto, Creative Director of Product 
                                 Development and Advertising for the 
                                 Subsidiaries.

John F. Halpin	        44	       Senior Vice President, Direct Marketing 
                                 Division for the Company since September 
                                 1996; prior thereto, Vice President of 
                                 Marketing for Foster & Gallagher, Inc.; 
                                 prior thereto, Director of Mail Order 
                                 Promotions for Encyclopedia Britannica.

Peter C. Walts	        37	       Senior Vice President of Business Development 
                                 for the Company and its predecessor since 
                                 October 1990; prior thereto, held various 
                                 positions with the Subsidiaries.

Jill K. Werner	        42	       Vice President, Retail Division for the 
                                 Company since 1996; prior thereto, held 
                                 various positions within the Company since 
                                 1993; prior thereto, principal owner of I. 
                                 M. Petite, Inc., retail store chain since 
                                 1982.

Robert P. Hayes	        41	      Senior Vice President, Merchandising for 
                                 the Company since April 1998; prior thereto,
                                 Senior Vice President, Merchandising for 
                                 Sportmart Stores since February 1996; 
                                 prior thereto, Vice President, Merchandising
                                 for MCSports since April 1993.
</TABLE>


PART II

Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters

	The Company's common stock trades on the NASDAQ National Market under the 
symbol "SCES."  The following table sets forth the high and low bid prices 
for the Company's common stock as reported by the NASDAQ Stock Market for the 
applicable periods shown.

<TABLE>
<CAPTION>
                                                High                 Low  
Fiscal Year Ended February 1, 1997
   <S>                                         <C>                  <C>
   First Quarter                               $9.125               $7.750
   Second Quarter                               8.375                5.125
   Third Quarter                                7.625                4.875
   Fourth Quarter                               8.250                6.375

Fiscal Year Ended January 31, 1998

   First Quarter                               $7.625               $5.750
   Second Quarter                               6.563                5.125
   Third Quarter                                7.750                5.625
   Fourth Quarter                               8.250                5.750
</TABLE>

	As of April 30, 1998, the number of holders of record of the Company's common 
stock was approximately 600, and there were approximately 900 beneficial 
owners of the Company's common stock.  As of the same date, the bid price for
the Company's common stock was $5.50.

	The Company has never declared or paid any cash dividends on its common 
stock.  The Company currently intends to retain its earnings to finance 
future growth and therefore has no present intention of paying dividends.  
Under the Company's current credit facility, cash dividends are prohibited.


Item 6.	Selected Financial Data

	Set forth below is selected financial data for the Company as of and for each 
of the last five fiscal periods.  Certain prior year amounts have been 
reclassified to conform with the current year presentation.
 
	                    (In thousands, except share and per share data)
<TABLE>
<CAPTION>
	                            Year Ended        Nine Months	   Year Ended    
	    		                                          Ended
	                      January 31, February 1, February 3, April 30, April 30, 
	                        1998    	   1997    	    1996    	   1995    	 1994   

Statement of Operations Data:
<S>                    <C>         <C>         <C>         <C>       <C>
Net product sales		    $ 56,821	   $ 56,032	   $	35,484	   $	42,809	 $	28,594

Income (loss) before 
  income taxes		       $   	141	   $ (2,347)	  $ 	 (688)	  $ (7,745)	$  3,619
 
Income tax expense 
  (benefit)		          $	    54	   $	(2,609)	  $	(1,388)	  $	   --  	$	 1,405
 
Net income (loss) 		   $	    87	   $	   262	   $    700	   $	(7,745)	$ 	2,214
    
Preferred stock 
dividends and accretion$	 (741)	   $	(1,126)	  $	--	       $	--	     $	--

Income (loss) available 
to common stockholders	$	 (654)	   $	  (864)	  $	   700	   $	(7,745)	$	 2,214

Earnings (loss) per share:
 Basic			              $ (0.10)	   $ 	(0.16)	  $  0.14	    $	(1.60)	 $ 	 0.57
 Diluted		             $	(0.10) 	  $	 (0.16)	  $	 0.13	    $	(1.60)	 $	  0.50

Weighted-average number of common
 shares outstanding 			6,283,662		 5,321,179		 5,144,894		 4,854,004	3,916,535

Balance Sheet Data:
Total assets		         $	40,581	   $	33,853	   $ 32,166	   $ 29,166	 $	21,790

Long-term debt 		      $	6,561	    $	  4,094	  $	 8,528	   $	8,275	  $   	218

Redeemable preferred 
 stock		               $	 --  	    $ 	 5,472	  $     --  		$   --  	 $	   --  
</TABLE>

	Effective May 1, 1995, the Company changed its financial reporting year from a
fiscal year ending on April 30 to a fiscal year ending on the Saturday closest 
to January 31.  The period ended February 3, 1996 was a nine month period.  
The changes were made to conform with retail industry reporting practices.

Item 7.	Management's Discussion and Analysis of Financial Condition and 
        Results Of Operations

	The following discussion should be read in conjunction with, and is qualified 
in its entirety by, the Consolidated Financial Statements and Notes thereto 
included elsewhere in this Report.

	The Company is a direct mail catalog company, specialty retailer and 
wholesaler that designs, assembles and markets a diverse range of 
motivational and self-improvement products, many of which are the Company's 
own proprietary designs.  Its products include distinctive lines of wall 
decor, desktop art, books, audio tapes, personalized gifts and awards, 
greeting cards and mugs.  In addition, the Company sells other motivational 
products supplied by third parties.  In-house designers create proprietary 
art work and designs that can be used in conjunction with a wide variety of 
products.  Company personnel also customize products to fulfill customers' 
special needs.

	The Company's products are marketed primarily under its Successories and 
Winners Collection trade names through direct marketing (catalog, electronic 
commerce and telemarketing), retail sales (Company-owned stores), and 
wholesale distribution (including sales to franchisees).  In October 1996, 
the Company acquired the stock of British Links Golf Classics, Inc., a 
catalog company specializing in golf-related gifts and wall decor.  The 
Company intends to expand upon the line of golf products acquired in the 
British Links transaction.

	Although the Company utilizes multiple distribution channels for its products, 
the Company's products have similar purposes and uses in each channel of 
distribution and similar opportunities for growth.  The profitability varies 
among products and distribution channels.  The Company utilizes its 
facilities interchangeably for each distribution channel.  Furthermore, the 
marketing channels are directed at a single customer base located primarily 
in the United States.

	For the years ended January 31, 1998 and February 1, 1997, and the twelve and
nine months ended February 3, 1996, direct marketing, retail and wholesale 
distribution accounted for the following percentages of the Company's net 
product sales:

<TABLE>
<CAPTION>		
                                          				 		  Twelve Months	  Nine Months
				                     Year Ended	    Year Ended	    Ended	        Ended
				                     January 31,    February 1,  February 3,   February 3,
                            1998           1997         1996          1996
<S>                         <C>            <C>          <C>           <C>
Direct marketing	           48%			         49% 	        46%	          46%
Retail           	          31%			         34%	         36%	          35%
Wholesale distribution*	    21% 			        17%	         18%	          19%
</TABLE>
__________________________________
*Includes sales to franchisees.
	
	The gross profit margins for retail sales attributable to Company-owned stores 
are slightly lower than for direct marketing due to more non-proprietary 
products being sold in the retail stores.  The gross profit margin for 
wholesale distribution sales, including sales to franchisees, is lower since 
these sales are generally made at a significant discount from retail price.

	Results of Operations

	The following table sets forth the results of operations for the last three 
fiscal years and the change from the previous year, as taken from the 
Company's consolidated statements of operations.  The Company's 1997 fiscal 
year consisted of the 52 weeks ended January 31, 1998.  The Company's 1996 
fiscal year consisted of the 52 weeks ended February 1, 1997.  The Company's 
1995 fiscal year consisted of a nine-month period from May 1, 1995 through 
February 3, 1996.  The reader should note that the results of operations for 
the year ended February 1, 1997 are being compared to the unaudited results 
for the corresponding twelve months ended February 3, 1996.  

                       						   (In thousands)

<TABLE>
<CAPTION>
                                   Years Ended             Increase (Decrease)
                        January 31, 1998  February 1, 1997    1998 vs. 1997
                         Amount      %     Amount     %     Amount       %   
<S>                    <C>        <C>     <C>      <C>      <C>        <C> 
Net product sales      $56,821    100.0   $56,032  100.0    $  789     1.4
Cost of goods sold      25,542     45.0    23,557   42.0     1,985     8.4
Gross profit on 
 product sales          31,279     55.0    32,475   58.0    (1,196)   (3.7)
Fees, royalties and 
 other income            1,824      3.2     1,280    2.2       544    42.5
Gross margin            33,103     58.2    33,755   60.2      (652)   (1.9)
Operating expenses, 
 excluding special 
 charge                 31,089     54.7    31,751   56.7      (662)   (2.1)
Special charge             --       --      2,701    4.8    (2,701)    N/A
Income (loss) from 
 operations              2,014      3.5      (697)  (1.3)    2,711   389.0
Other expenses          (1,873)    (3.2)   (1,650)  (2.9)     (223)  (13.5)
Income (loss) before 
 income taxes              141      0.3    (2,347)  (4.2)    2,488   106.0
Income tax (expense) 
 benefit                  (54)     (0.1)    2,609    4.7    (2,663) (102.1)
Net income             $   87       0.2   $   262    0.5   ($  175)  (66.8)
</TABLE>

<TABLE>
<CAPTION>
                            Twelve Months Ended            Increase (Decrease)
                      February 1, 1997  February 3, 1996       1997 vs. 1996
                      Amount      %     Amount      %         Amount      %   
<S>                   <C>       <C>     <C>       <C>         <C>        <C>
Net product sales     $56,032   100.0   $46,145   100.0       $ 9,887    21.4
Cost of goods sold     23,557    42.0    19,864    43.0         3,693    18.6
Gross profit on 
 product sales         32,475    58.0    26,281    57.0         6,194    23.6
Fees, royalties and 
 other income           1,280     2.2       938     2.0           342    36.5
Gross margin           33,755    60.2    27,219    59.0         6,536    24.0
Operating expenses, 
 excluding special 
 charge                31,751    56.7    32,513    70.5          (762)   (2.3)
Special charge          2,701     4.8       --      0.0         2,701     N/A
Loss from operations     (697)   (1.3)   (5,294)  (11.5)        4,597    86.8
Other expenses         (1,650)   (2.9)   (1,283)   (2.8)         (367)  (28.6)
Loss before income 
 taxes                 (2,347)   (4.2)   (6,577)  (14.3)        4,230    64.3
Income tax benefit      2,609     4.7     1,388     3.1         1,221    88.0
Net income (loss)     $   262     0.5  ($ 5,189)  (11.2)      $ 5,451   105.0
</TABLE>


	Year Ended January 31, 1998, Compared to Year Ended February 1, 1997

	Net product sales were $56,821,000 for the year ended January 31, 1998, 
compared to $56,032,000 for fiscal 1996.  The $789,000 increase reflects a 
20.1% increase in wholesale distribution sales, while direct marketing sales 
remained constant and retail sales decreased 6.4% due to fewer Company-owned
stores.  At January 31, 1998, the Company owned and operated 41 retail 
locations, compared to 49 locations at February 1, 1997.  During fiscal 1997 
the Company opened three Company-owned retail locations and closed eleven 
underperforming locations.  Same-store sales showed strong improvement with 
a 6.7% increase.  As planned, the number of catalogs mailed during fiscal 
1997 decreased 25.6% to 12.2 million.  Through the implementation of more 
sophisticated systems to better track its direct marketing efforts, the 
Company has improved the effectiveness of its catalog mailings.

	Cost of goods sold was 45.0% of net product sales for the year ended January 
31, 1998, compared to 42.0% for fiscal 1996.  The increase in the cost of 
goods sold percentage was principally attributable to higher wholesale sales 
during fiscal 1997 that have a lower gross profit margin and thus raise the 
overall cost of goods sold percentage.  

	During fiscal 1997 the Company relocated its multiple manufacturing/
distribution facilities to a new, single facility.  The Company also 
internalized production of wood framing and installed a fully integrated 
fulfillment conveyor system.  These actions created manufacturing 
efficiencies and cost savings in fiscal 1997, the full effect of which will 
not be realized until fiscal 1998.

	Operating expenses, excluding the special charge in fiscal 1996, declined 
$662,000 for the year ended January 31, 1998.  As a percentage of net product 
sales, operating expenses were 54.7% for fiscal 1997, compared to 56.7% for 
fiscal 1996.  The reduction primarily resulted from management's ongoing cost
containment and asset enhancement efforts. Advertising, which represented 
29.3% of operating expenses for fiscal 1997, decreased $1,965,000 as a 
result of fewer, but more effective catalog mailings. 

	The Company had a provision for doubtful accounts of $425,000 for the year 
ended January 31, 1998, compared to $246,000 for fiscal 1996.  Included in 
the fiscal 1997 provision was a $305,000 receivable due from Talking Frames 
Corporation.  This receivable arose from a 1995 transaction, whereby Talking 
Frames Corporation had an obligation to repurchase all of the convertible 
preferred stock held by the Company for $305,000.  In January 1998, Talking 
Frames Corporation discontinued its operations and was dissolved.
 
	During fiscal 1996 the Company recorded a special charge of $2,701,000 which 
was comprised of: a) reserve for certain costs associated with the relocation 
of the Company's corporate office and manufacturing/warehouse facilities to 
a new facility; b) reserve for costs associated with a plan to close certain 
Company-owned stores that were underperforming; and c) write-down of the 
order entry computer system in anticipation of replacing it during fiscal 
1997.  In fiscal 1997, the Company decided not to close two of the 
aforementioned Company-owned stores and accordingly, reduced the 
related reserve by $227,000.
 
	Interest expense increased $70,000 to $1,561,000 for the year ended January 
31, 1998.  Included in interest for fiscal 1997 and 1996 was the amortization
 of the debt discount associated with the value of stock options and warrants
 issued to certain lenders.  This non-cash interest amounted to $567,000 and 
$308,000 for fiscal 1997 and 1996, respectively.

	Income taxes were $54,000 for the year ended January 31, 1998, compared to a 
$2,609,000 tax benefit for fiscal 1996.  The fiscal 1996 tax benefit 
primarily relates to the recognition of a portion of the net deferred tax 
asset.  In prior years a valuation allowance was established against the net 
deferred tax asset due to the uncertainty as to whether the Company would 
realize the net operating loss (NOL) carryforwards.  During fiscal 1996, the 
valuation allowance associated with the net deferred tax asset was reduced 
by $2,635,000 to zero.

	As of January 31, 1998, the Company has approximately $15,200,000 of tax net 
NOL carryforwards.  Approximately $2,692,000 of the carryforwards relate to 
deductions arising from the exercise of non-qualified stock options.  These 
carryforwards comprised a large portion of the net deferred tax asset of 
$5,339,000 at January 31, 1998.  To the extent the NOL carryforwards and 
existing deductible temporary differences are not offset by existing 
taxable temporary differences reversing within the carryforward period, 
the remaining NOL carryforwards are expected to be realized by achieving 
future profitable operations based on the following:

1. During the past three years the Company has assembled a new, experienced 
   management team with the background, knowledge and incentives to grow the 
   business profitably.

2. Operating income significantly improved during fiscal 1997 and 1996, after 
   excluding the impact of the one-time special charge, as compared to fiscal 
   1995 and 1994. 

3. The Company expects to continue to experience savings and improved earnings 
   from the cost containment efforts that were implemented during fiscal 1997 
   and prior years.  Specifically, these savings are anticipated to be 
   achieved from: a) efficiencies and lower rent from the consolidation of 
   the Company's corporate headquarters and manufacturing/distribution 
   facilities to a single facility; b) continued realization of benefits 
   from the implementation of more sophisticated systems to track the 
   Company's direct marketing efforts, thereby resulting in more effective 
   catalog mailings; c) closure of Company-owned stores that were 
   underperforming; and d) execution of improved budgeting, forecasting and 
   performance monitoring techniques.

	The NOL carryforwards do not begin expiring until 2009.

	As indicated above, realization of the recorded net deferred tax asset is 
dependent upon the Company generating sufficient taxable income prior to the 
expiration of the NOL carryforwards.  Although realization is not assured, 
the Company believes that it is more likely than not that the deferred tax 
asset will be realized.  

	The Company reported net income of $87,000 and $262,000 for fiscal 1997 and 
1996, respectively.  

	Year Ended February 1, 1997, Compared to Twelve Months Ended
	February 3, 1996

	Net product sales for the year ended February 1, 1997 increased 21.4% to 
$56,032,000, compared to $46,145,000 for the twelve months ended February 3, 
1996.  Of the $9,887,000 net product sales increase, approximately 23% was 
attributable to retail sales and 64% was attributable to increased direct 
marketing sales.  Same store sales showed strong improvement with an 
increase of $1,345,000 or 9.3% for the year ended February 1, 1997, when 
compared to the same period in the prior year.  As of February 1, 1997, the 
Company owned and operated 49 retail locations, compared to 54 locations as 
of February 3, 1996.  Franchise locations increased to 47 locations from 43 
at February 3, 1996.  The number of direct mail pieces mailed during the 
twelve months ended February 1, 1997, was approximately 16.4 million.

	Cost of goods sold as a percentage of net product sales was 42% for the year 
ended February 1, 1997, compared to 43% for the same twelve-month period 
ended in the prior year.  This improvement is primarily the result of 
continuing improvements in labor and overhead and streamlining the Company's 
order fulfillment system.  	

 Operating expenses, excluding the special charge, declined as a percentage of 
net product sales to 56.7% for the year ended February 1, 1997, compared to 
70.5% for the same twelve-month period in the prior year.  The reduction in 
operating expenses was primarily a result of improved management practices 
and cost containment efforts, coupled with increased sales.

	The Company recorded a special charge of $2,701,000 for the year ended 
February 1, 1997 which was comprised of:  a) reserve for certain costs 
associated with the Company's relocation and consolidation of its 
manufacturing and distribution facilities and its corporate offices to a 
new facility;  b) reserve for costs associated with a plan to close up to five 
Company-owned stores that were underperforming;  and  c) write-down of the 
existing order entry computer system in anticipation of replacing it during 
the upcoming fiscal year.

	Interest expense increased from $1,154,000 for the twelve months ended 
February 3, 1996, to $1,491,000 for the year ended February 1, 1997.  The 
$337,000 increase was a result of additional borrowings.

	For the twelve months ended February 1, 1997 and February 3, 1996, the Company 
recorded an income tax benefit of $2,609,000 and $1,388,000, respectively, 
which relates mainly to the recognition of a portion of the net deferred tax 
asset.  In both years the valuation allowance associated with the NOL 
carryforwards was reduced.

	At February 1, 1997, the net deferred tax asset was $5,375,000 after a 
valuation allowance of zero.  Realization of the net deferred tax asset is 
dependent upon the Company generating sufficient taxable income prior to 
expiration of the NOL carryforwards.  The Company believes it is more likely 
than not that the deferred tax asset from the available NOL carryforwards 
will be realized. The NOL carryforwards do not begin to expire until 2009. 

	The Company reported net income of $262,000 for the year ended February 1, 
1997, compared to a net loss of $5,189,000 for the twelve months ended 
February 3, 1996.  


	Liquidity and Capital Resources

	Net cash used in the Company's operating activities was $633,000 for the year 
ended January 31, 1998, compared to $1,088,000 for fiscal 1996 and $74,000 for 
fiscal 1995.  The improvement in cash used in operating activities for fiscal 
1997, when compared to fiscal 1996, primarily resulted from improvements in 
the Company's operations.  Income before taxes was $141,000 for fiscal 1997, 
compared to a loss before taxes of $2,347,000 and $688,000 for fiscal 1996 
and 1995, respectively.  Accounts and notes receivable increased and reduced 
the cash available for operations by $3,173,000 for fiscal 1997, compared to 
an increase of $853,000 for fiscal 1996 and a decrease of $485,000 for fiscal 
1995.  Accounts payable increased by $1,138,000 in fiscal 1997, compared to a 
decrease of $3,444,000 in fiscal 1996 and an increase of $380,000 in fiscal 
1995.

	The increase in accounts and notes receivable for fiscal 1997 primarily 
resulted from delays in the billing cycle due to a system conversion that 
took place in November 1997.  The Company also had approximately $1.3 million
 of accounts receivable due from a wholesale customer at January 31, 1998.  
This customer is in the process of returning approximately $1.1 million of 
excess merchandise in accordance with their agreement.  The gross profit 
associated with these returns has been reserved at January 31, 1998.

	Investing activities utilized cash of $4,221,000 for the year ended January 
31, 1998, compared to $1,125,000 for fiscal 1996 and $1,679,000 for fiscal 
1995.  Capital expenditures were the principal use of cash.  For these three 
fiscal years the Company expended funds to open new Company-owned stores and 
upgrade its manufacturing/warehouse and computer equipment.  The substantial 
increase during fiscal 1997 was primarily attributable to (i) leasehold 
improvements, furniture and equipment expenditures associated with the 
Company's new corporate office and manufacturing/warehouse facility and 
(ii) the installation of new order entry, inventory control, manufacturing, 
fulfillment and financial systems.  In fiscal 1996 the Company acquired 
British Links Golf Classics, Inc. for $360,000 in cash and $900,000 in notes 
payable and shares of the Company's stock.

	The Company will be installing new point-of-sale computer systems for all of 
its Company-owned retail locations during the year ending January 30, 1999.  
The new systems are expected to cost approximately $500,000.  Additionally, 
the Company expects moderate growth in the number of retail stores in fiscal 
1998.  The Company's credit facility limits capital expenditures to $2 
million for fiscal 1998 and $1 million for each fiscal year thereafter.

	The new order entry, inventory control, manufacturing, fulfillment, 
financial and point-of-sale systems are all Year 2000 compatible.  The 
Company is currently reviewing its other systems to determine if there are 
any Year 2000 issues.  The Year 2000 problem is the result of computer 
programs being written using two digits, rather than four, to define the 
applicable year.  Any of the Company's programs that have time-sensitive 
software may recognize a date using "00" as the year 1900 rather than the 
Year 2000, which could result in miscalculations or system failures.  The 
cost of addressing potential Year 2000 problems are not currently expected 
to have a material impact on the Company's consolidated financial position 
or results of operations.

	Net cash provided by financing activities was $5,432,000 for the year ended 
January 31, 1998, compared to $2,156,000 for fiscal 1996 and $1,805,000 for 
fiscal 1995.  On June 20, 1997, the Company entered into a new credit 
facility with a bank.  Borrowings on the new facility totaled $12,447,000 
and were the principal financing source of cash during fiscal 1997.  In fiscal 
1996, the Company generated $6,382,000 from the issuance of Series A and B 
cumulative convertible preferred stock.  A portion of the funds from the new 
credit facility and Series A and B preferred stock were used to payoff 
existing debt.  Repayments of debt totaled $7,286,000 for fiscal 1997, 
$7,209,000 for fiscal 1996 and $3,237,000 for fiscal 1995.  Included in the 
total repayments for fiscal 1997 were $1,250,000 of subordinated notes due 
to certain investors of the Company, including executive officers and 
Directors of the Company.  At January 31, 1998, the Company had total debt 
outstanding of $12,006,000, with a weighted average interest rate of 9.6%.     

	The June 1997 credit facility is comprised of a $7.5 million term loan and a 
revolving credit loan that provides for maximum borrowings of $6 million from 
January through June and $9 million from July through December.  Borrowings 
under the revolving credit loan are limited to 85% of eligible receivables 
plus 50% of eligible inventory, as defined, provided that from February 
through April eligible inventory is limited to $3 million.  A commitment 
fee of .5% is payable on the daily unused amount of the maximum revolving 
credit commitment.  The facility expires in June 2003 and borrowings under 
the facility are secured by substantially all the assets of the Company.  
The interest rates on the term loan and revolving credit loan borrowings were 
prime plus 1.25% and .75%, respectively, through August 2, 1997, and 
fluctuate based on the margin ratio, as defined, to no higher than prime 
plus 1.25% and .75%, respectively, after August 2, 1997.  The term loan is 
payable in quarterly installments of $125,000 through June 1, 1998, $312,500 
from September 1, 1998 through June 1, 2000, and $375,000 thereafter.  
Prepayments on the loans are required in certain cases including equity 
offerings and asset dispositions.  Further, the Company must annually prepay 
the loans in an amount equal to 60% of excess cash flow, as defined.  
Warrants for 150,000 shares of the Company's common stock were issued to the 
bank as part of this agreement.  These warrants have exercise prices ranging 
from $6.19 to $9.73.

	In July 1997, the agreement for the credit facility was amended to include 
an additional $500,000 fixed rate loan for the purpose of redeeming a 
portion of the Series B convertible preferred stock.  The loan bears 
interest at 12% and is due in June 2003.  Warrants for an additional 72,464 
shares were issued to the bank in connection with this amendment and have an 
exercise price of $6.90.

 The credit facility agreement contains, among other provisions, requirements 
for maintaining certain earnings levels and financial ratios, limits on 
capital expenditures and additional indebtedness, and restrictions on the 
payment of dividends.  For fiscal 1997 the Company was not in compliance with
the earnings before interest, taxes, depreciation and amortization ("EBITDA") 
and interest coverage ratio covenants.  On May 14, 1998, the agreement was
amended to waive these two covenants for fiscal 1997 and adjusted certain
other covenants.  The amended agreement requires that (i) EBITDA, which is
based on a rolling four quarter period, may not be less than $4 million for
the four quarters ended May 2, 1998 and increases each subsequent quarter to
$6.8 million for the four quarters ended February 3, 2001 and each quarter
thereafter and (ii) the interest coverage ratio, as defined, may not be less
than 3.0 to 1.0 from May 2, 1998 through October 31, 1998, 4.0 to 1.0 at
January 30, 1999, 4.5 to 1.0 at May 1, 1999 and July 31, 1999, and 5.0 to 1.0
thereafter.  Further, in conjunction with the amendment, the exercise prices
of the 222,464 warrants previously issued to the bank were reduced to $5.85 
and the expiration dates were extended one year.

 On September 16, 1996, the Company issued 400 shares of Series A cumulative 
convertible preferred stock with a liquidation preference of $5,000 per 
share and a par value of $100 per share.  The Series A preferred stock was 
converted into 300,661 shares ($2,000,000) of common stock during the year 
ended February 1, 1997. 

 On December 17, 1996, the Company issued 1,212 shares of Series B cumulative 
convertible preferred stock.  Each preferred share had a liquidation 
preference of $5,000 and a par value of $100.  During fiscal 1997, 100 
shares ($500,000) of the Series B preferred stock were redeemed and the 
balance was converted into 1,010,667 shares ($5,560,000) of common stock.

 Because the proceeds from the issuance of the Series A and B convertible 
preferred stock were less than the mandatory redemption and conversion 
amounts, the carrying amounts were increased by periodic accretion so that 
the carrying amounts equaled the redemption or conversion amounts at the 
mandatory redemption or conversion date.  Preferred stock accretion amounted 
to $588,000, $1,093,000 and $0 for fiscal 1997, 1996 and 1995, respectively.

	At January 31, 1998, available borrowings on the revolving credit loan were 
$1,553,000.  The Company believes that internally generated funds and the 
credit facility will be sufficient to meet its current operating needs and 
fund anticipated capital expenditures for fiscal 1998.

	Seasonality

	The Company generally experiences peak sales in the fourth quarter of its 
fiscal year (November through January) due to the holiday season, and its 
lowest sales levels in its first and second fiscal quarters (February 
through July).  The effects of seasonality are greater in the Company's 
retail operations than in its direct marketing operations.  Most operating 
expenses are incurred evenly throughout the year, although some selling and 
administrative expenses are variable with sales.  The Company's quarterly 
operating results may also vary depending upon such factors as the opening 
of new stores, new catalog mailings, and the timing of new product 
introductions by the Company.  The Company's cash requirements generally 
reach a seasonal peak in October to finance increased inventory levels 
needed to meet third and fourth quarter sales demand.

	Inflation

	The Company does not believe that inflation has had a material impact on its 
operations.

	Disclosure Regarding Forward-Looking Statements

	This Form 10-K and the documents incorporated by reference herein contain 
forward-looking statements within the meaning of Section 27A of the 
Securities Act and Section 21E of the Exchange Act.  Such forward-looking 
statements may be deemed to include, among other things, statements relating 
to anticipated financial performance, the new management team, management's 
long-term performance goals, programs to reduce the Company's costs and 
enhance asset utilization, efficiencies realized from new systems, the 
potential realization of benefits from net operating loss carryforwards 
prior to their expiration, the Company's generation of funds sufficient to 
meet its current operating needs and to fund anticipated capital 
expenditures, as well as statements relating to the Company's operational 
and growth strategies.  Although the Company believes that the expectations 
reflected in such forward-looking statements are reasonable, it can give no 
assurance that such expectations will prove to be accurate, and actual 
results could differ materially from those addressed in forward-looking 
statements contained in this Form 10-K or in any document incorporated by 
reference herein.

Item 7A.	Quantitative and Qualitative Disclosure About Market Risk

	Not Applicable.

Item 8.	Financial Statements and Supplementary Data

	See the Index to Financial Statements and Financial Statement Schedules on 
page F-1.  Such Financial Statements and Schedules are incorporated herein 
by reference.

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 regarding the above will be included under the caption, "Election 
of Directors," in the Company's definitive proxy statement for its 1998 
annual meeting of stockholders, which will be filed with the Securities and 
Exchange Commission within 120 days after January 31, 1998, and is 
incorporated herein by reference.  Information regarding executive officers 
of the Company is included under a separate caption in Part I hereof, and is 
incorporated herein by reference, in accordance with General Instruction 
G(3) to Form 10-K, and Instruction 3, Item 401(b) of Regulation S-K.	

Item 11.	 Executive Compensation

	Information regarding the above will be included under the caption, 
"Compensation and Other Transactions with Management," in the Company's 
definitive proxy statement for its 1998 annual meeting of stockholders, 
which will be filed with the Securities and Exchange Commission within 
120 days after January 31, 1998, and is incorporated herein by reference.

Item 12.	 Security Ownership of Certain Beneficial Owners and Management

	Information regarding the above will be included under the caption, 
"Security Ownership," in the Company's definitive proxy statement for its 
1998 annual meeting of stockholders, which will be filed with the Securities 
and Exchange Commission within 120 days after January 31, 1998, and is 
incorporated herein by reference.

Item 13.	 Certain Relationships and Related Transactions

	Information regarding the above will be included under the caption, 
"Compensation and Other Transactions with Management," in the Company's 
definitive proxy statement for its 1998 annual meeting of stockholders, 
which will be filed with the Securities and Exchange Commission within 
120 days after January 31, 1998, and is incorporated herein by reference.


PART IV

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

	(a)	1.	See Index to Financial Statements and Financial Statement Schedules. 

		   2.	See Index to Financial Statements and Financial Statement Schedules.

		   3.	See Index to Exhibits immediately following the Signatures page.

	(b)	There were no reports on Form 8-K filed during the quarter ended 
     January 31, 1998.

	(c)	See Index to Exhibits immediately following the Signatures page.

	(d)	See Index to Financial Statements and Financial Statement Schedules.


Item 14(a).   Index to Financial Statements and Financial Statement Schedules
                                                                          Page  
(1)  	Financial Statements:

		    Reports of Independent Accountants	                          F-2 and F-3
		    Consolidated Balance Sheets	                                         F-4
		    Consolidated Statements of Operations	                               F-5
		    Consolidated Statements of Stockholders' Equity	                     F-6
		    Consolidated Statements of Cash Flows	                               F-7
		    Notes to Consolidated Financial Statements	                          F-8

(2)  	Financial Statement Schedule:

		    Report of Independent Accountants	                                  F-23
	   	 Schedule II - Valuation and Qualifying Accounts	                    F-24

	All other schedules called for under Regulation S-X are not submitted 
because they are not applicable, or not required, or because the required 
information is not material or is included in the consolidated financial 
statements or notes thereto. 


REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
and the Stockholders of
Successories, Inc.


We have audited the accompanying consolidated balance sheets of Successories, 
Inc. (an Illinois corporation) and subsidiaries as of January 31, 1998 and 
February 1, 1997, and the related consolidated statements of operations, 
stockholders' equity and cash flows for each of the two years in the period 
ended January 31, 1998.  These financial statements and the schedule referred 
to below are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements and 
schedule 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 consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of 
Successories, Inc. and subsidiaries as of January 31, 1998 and February 1, 
1997, and the results of its operations and its cash flows for each of the 
two years in the period ended January 31, 1998, in conformity with generally 
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic 
consolidated financial statements taken as a whole.  The schedule on Page 
F-24 is presented for purposes of complying with the Securities and Exchange 
Commission's rules and is not part of the basic consolidated financial 
statements.  This schedule has been subjected to the auditing procedures 
applied in the audit of the basic consolidated financial statements and, 
in our opinion, fairly states in all material respects the financial data 
required to be set forth therein in relation to the basic consolidated 
financial statements taken as a whole.



                             ARTHUR ANDERSEN LLP
Chicago, Illinois
April 24, 1998  (except with respect to 
the matter discussed in the 3rd paragraph of 
Note 7, as to which the date is May 14, 1998)




REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
and the Stockholders
of Successories, Inc.


In our opinion, the accompanying consolidated statements of operations, cash 
flows and changes in stockholders' equity for the period May 1, 1995 through 
February 3, 1996 of Successories, Inc. present fairly, in all material 
respects, the results of operations and cash flows of Successories, Inc. 
and its subsidiaries for the period May 1, 1995 through February 3, 1996, in 
conformity with generally accepted accounting principles.  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 audit.  We conducted our audit of these statements in accordance with 
generally accepted auditing standards which 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, assessing the accounting principles used and 
significant estimates made by management, and evaluating the overall 
financial statement presentation.  We believe that our audit provides a 
reasonable basis for the opinion expressed above.  We have not audited the 
consolidated financial statements of Successories, Inc. for any period 
subsequent to February 3, 1996.




PRICE WATERHOUSE LLP
Chicago, Illinois
April 26, 1996, except as to (a) the pro 
forma amounts for the period May 1, 1995 
through February 3, 1996 presented in 
Note 11, the date of which is April 18, 
1997 and (b) the basic and diluted earnings 
per share amounts for the period May 1, 
1995 through February 3, 1996 presented 
in the consolidated statements of operations 
and in Notes 11 and 14, the date of which 
is April 24, 1998



                               SUCCESSORIES, INC.
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
				                                  	            January 31,	    February 1,
ASSETS	                                               1998   	        1997
<S>                                               <C>             <C>
Current assets:     
	Cash and cash equivalents           	            $  1,751,000	   $ 1,173,000
	Accounts and notes receivable, net	                 7,330,000	     4,157,000
	Inventories, net	                                   9,749,000	     8,970,000
	Prepaid catalog expenses 	                          1,439,000	     2,006,000
	Other prepaid expenses	                             1,307,000	     1,180,000
Total current assets	                               21,576,000	    17,486,000

Property and equipment, net  	                      10,292,000	     8,000,000
Notes receivable	                                      292,000	       301,000
Deferred financing costs, net	                         482,000	   
Deferred income taxes	                               5,339,000	     5,375,000
Intangible and other assets, net	                    2,600,000	     2,691,000

Total assets	                                      $40,581,000	   $33,853,000

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt	                $ 5,445,000	   $ 2,215,000
	Accounts payable	                                   4,629,000	     3,491,000
	Reserve for stores to be closed	                       16,000	       420,000
	Reserve for relocation-related expenses	   	                         497,000
	Accrued expenses	                                   1,144,000	       747,000
Total current liabilities                 	         11,234,000	     7,370,000
Long-term debt	                                      6,561,000	     4,094,000
Total liabilities	                                  17,795,000	    11,464,000

Minority interests in subsidiaries	                    352,000	       509,000

Mandatory redeemable Series B convertible preferred  		
  stock, $100 par value; 1,212 shares authorized; 
  1,212 shares issued and outstanding as of 
  February 1, 1997	                                        --   	   5,472,000

Stockholders' equity:
	Common stock, $.01 par value; 20,000,000 
  shares authorized; 6,762,520 and 5,703,459 
  shares issued and outstanding, respectively	          68,000	        57,000
	Common stock warrants	                              1,584,000	       370,000
		Notes receivable from officers	                     (273,000)	  
		Additional paid-in capital	                       26,127,000	    20,362,000
	Accumulated deficit                              	 (4,999,000)	   (4,345,000)
	Foreign currency translation adjustment        	      (73,000)	      (36,000) 
Total stockholders' equity	                         22,434,000	    16,408,000

Total liabilities and stockholders' equity 	       $40,581,000	   $33,853,000
</TABLE>


The accompanying notes are an integral part of these balance sheets


                                SUCCESSORIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                        			     May 1, 1995
                      				     Year Ended  	    Year Ended	       through 
	                           January 31, 1998	February 1, 1997 February 3, 1996 
<S>                            <C>              <C>              <C>
Net product sales	             $56,821,000	     $56,032,000	     $35,484,000
Cost of goods sold	             25,542,000	      23,557,000	      13,310,000

Gross profit on product sales	  31,279,000	      32,475,000	      22,174,000

Fees, royalties and other 
  income	                        1,824,000	       1,280,000	         741,000

Gross margin	                   33,103,000	      33,755,000	      22,915,000

Operating expenses, excluding 
  special charge	               31,089,000	      31,751,000	      22,724,000 
Special charge	                                	  2,701,000	                  

Income (loss) from operations	   2,014,000	        (697,000)	        191,000

Other income (expense):
	Minority interests in 
  subsidiaries	                   (269,000)	       (184,000)	       (100,000)
	Interest income	                   31,000	          19,000	          48,000
	Interest expense	              (1,561,000)	     (1,491,000)	       (866,000)
	Other		                           (74,000)	          6,000	          39,000
Total other expense        	    (1,873,000)	     (1,650,000)	       (879,000) 
 
Income (loss) before income taxes	 141,000	      (2,347,000)	       (688,000)
Income tax benefit (expense)	      (54,000)	      2,609,000 	      1,388,000

Net income                  	   $   87,000	      $  262,000     	$   700,000

Earnings (loss) per share:
	Basic                 	       ($      .10)	    ($      .16)	    $       .14
	Diluted	                      ($      .10)	    ($      .16)	    $       .13
</TABLE>



The accompanying notes are an integral part of these statements.






                             SUCCESSORIES, INC.
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(8 COLUMNS ON 2 PAGES)
<TABLE>
<CAPTION>
                                   			        			                  
			                                     Additional 		               Notes	     
	                      Common Stock      Paid-In	   Accumulated   Receivable	 
     	               Shares    Amount    Capital     Deficit     From Officers 
<S>                 <C>        <C>      <C>         <C>          <C> 
Balance at 
 April 30, 1995     5,117,397  $51,000  $15,811,000 ($4,181,000)  $     --  
Net income                                            		700,000  	
Foreign currency 
 translation                                                       
	adjustment            
Issuance of warrants               
Common stock transactions:
	Sales of common 
  shares    	          79,748 	  1,000 	    433,000   
Exercise of stock 
 options and warrants  11,750       -     	  57,000 

Balance at 
 February 3, 1996  	5,208,895  	52,000   16,301,000 	(3,481,000) 	    --
                                                                      
Net income       					                                  262,000  
Foreign currency 
 translation    								
	adjustment		  
Preferred stock transactions:
	Preferred stock 
  dividends 				                                 				   (33,000)
	Accretion of preferred 
  stock discount                     		          		 	(1,093,000)
Common stock transactions:
	British Links 
  acquisition  	       91,324	   1,000   	  499,000 	 		
	Sales of 
  common shares       	65,079	   1,000   	  313,000  	
Conversion of Series A  	
	preferred stock		    300,661	   3,000	   1,997,000			
Tax benefit of 
 stock options 
	exercised  				                          1,050,000 		
Exercise of 
 stock options         37,500	     --   	   202,000 

Balance at 
 February 1, 1997	  5,703,459	  57,000	  20,362,000	 (4,345,000)	        --

Net income					                                          87,000		
Foreign currency 
 translation					
	adjustment					
Issuance of 
 warrants			
Notes receivable						                                              (273,000)
Preferred stock transactions:
	Preferred stock 
  dividends				                                        (153,000)				
	Accretion of preferred
 	stock discount				                                  	(588,000)
Common stock transactions:
	Sales of 
  common shares	       48,394	   1,000 	     215,000	 	
Conversion of Series B 
	preferred stock		  1,010,667 	 10,000 	   5,550,000

Balance at 
 January 31, 1998   6,762,520	 $68,000	  $26,127,000 ($4,999,000) 	($273,000)  	    ($73,000)  	 $1,584,000	$ 22,434,000
</TABLE>


        The accompanying notes are an integral part of these statements.	



<TABLE>
<CAPTION>
                                Foreign          
                               Currency          Common            Total
                              Translation         Stock          Stockholders
                              Adjustment        Warrants           Equity

<S>                            <C>              <C>             <C>            
Balance at
  April 30, 1995               ($57,000)        $    --          $11,624,000     
Net income                                                           700,000
Foreign currency
  translation
  adjustment                   (151,000)                            (151,000)   
Issuance of warrants                              378,000            378,000
Common stock transactions:
 Sales of common
  shares                                                             434,000    
Exercise of stock
  options and warrants                             (8,000)            49,000

Balance at
  February 3, 1996             (208,000)          370,000         13,034,000

Net income                                                           262,000
Foreign currency
  translation
  adjustment                    172,000                              172,000
Preferred stock transactions:
 Preferred stock
  dividends                                                          (33,000)
 Accretion of preferred
  stock discount                                                  (1,093,000)
Common stock transactions:
 British Links
  acquisition                                                        500,000
 Sales of
  common shares                                                      314,000
Conversion of Series A
 preferred stock                                                   2,000,000 
Tax benefit of
 stock options
 exercised                                                         1,050,000
Exercise of
 stock options                                                       202,000

Balance at
  February 1, 1997            (36,000)            370,000         16,408,000

Net income                                                            87,000
Foreign currency
  translation
  adjustment                   37,000                                (37,000)
Issuance of warrants                            1,214,000          1,214,000  
Notes receivable                                                    (273,000)
Preferred stock transactions:
 Preferred stock
  dividends                                                         (153,000)
 Accrection of preferred
  stock discouont                                                   (588,000)
Common stock transactions:
 Sales of
  common shares                                                      216,000
Conversion of Series B
 preferred stock                                                   5,560,000

Balance at
 January 31, 1998             ($73,000)        $1,584,000        $22,434,000   
</TABLE>
 


        The accompanying notes are an integral part of these statements.




                              SUCCESSORIES, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                               								        May 1, 1995
          				             Year Ended  	     Year Ended	         through 
	                       January 31, 1998   February 1, 1997  February 3, 1996   

Cash flows from operating activities:
<S>                       <C>                <C>              <C>           
	Net income      	        $    87,000	       $   262,000 	    $   700,000 
	Adjustments to reconcile 
   net income to net cash 
   used in operating 
   activities, net of
 	 effects of acquisitions:
		  Depreciation and 
     amortization 	        2,516,000          	3,527,000	       1,388,000
		  Deferred income tax 
     benefit	                (49,000)	        (2,656,000)	     (1,600,000)
		  Amortization of 
     debt discount 	         567,000	            308,000	          70,000
                          	3,121,000         	 1,441,000   	      558,000 

 		Changes in operating assets and liabilities:	
		 	Accounts and notes 
     receivable      	    (3,173,000)	          (853,000) 	       485,000
			 Inventories           	 (779,000)           	428,000 	       (735,000)
				Prepaid catalog 
     expenses     	          567,000	          1,844,000 	     (1,166,000)
			 Other prepaid expenses 	(473,000)	          (113,000) 	       420,000
 			Accounts payable      	1,138,000	         (3,444,000) 	       380,000
			 Reserve for stores 
     to be closed 	         (245,000)	           420,000 	  
		 	Reserve for relocation-
     related expenses      	(497,000)           	497,000   	          
		 	Accrued expenses        	397,000	            381,000 	        201,000 
 			Other              	    (689,000)       	 (1,689,000)    	   (217,000)
Net cash used in 
  operating activities      (633,000)      	  (1,088,000)  	      (74,000)

Cash flows from investing activities:		
	Net cash paid for 
  acquisitions	              (50,000)          	(360,000)	          
	Purchases of property 
  and equipment	          (4,171,000)	          (765,000)    	 (1,679,000) 
	Net cash used in 
  investing activities	   (4,221,000)	        (1,125,000)   	  (1,679,000)
		
Cash flows from financing activities:		
		Proceeds from issuing 
   common stock	             216,000		           314,000	         434,000
 	Proceeds from issuing 
   Series A and B
	  preferred stock, net	  	                    6,382,000	  
	Proceeds from exercise of 
  stock options and warrants                     202,000          	57,000
	Preferred stock dividends 	(153,000)           	(33,000)	         
	Redemption of Series B 
  preferred stock	          (500,000)	  	  
	Notes receivable from 
  officers	                 (273,000)	  	  
	Proceeds from long-term 
  debt and net borrowings 
  on revolving credit 
  loan                    13,428,000	          2,500,000 	      4,551,000
	Repayments of long-
  term debt            	  (7,286,000)       	 (7,209,000)    	 (3,237,000)
Net cash provided by 
 financing activities      5,432,000        	  2,156,000	       1,805,000

Net increase (decrease) 
 in cash 	                   578,000	            (57,000)	         52,000
Cash and cash equivalents, 
 beginning of period	      1,173,000	          1,230,000     	  1,178,000

Cash and cash equivalents, 
 end of period   	        $1,751,000	         $1,173,000 	     $1,230,000  
</TABLE>




       The accompanying notes are an integral part of these statements.





                           SUCCESSORIES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  DESCRIPTION OF THE BUSINESS

Successories, Inc. (formerly Celex Group, Inc.) and its subsidiaries (the 
"Company") design, manufacture and market proprietary and licensed products 
for business, personal motivation and for golf enthusiasts.  The Company 
considers itself a single line of business with products that are marketed 
primarily under its Successories, Winners Collection and British Links trade 
names through direct marketing (catalog, electronic commerce and 
telemarketing), retail sales (Company-owned stores) and wholesale distribution 
(including sales to franchisees).  The Company operates a chain of 
Successories retail stores located primarily in the United States.  The 
Company also operates a franchising program whereby it sells franchises to 
market the Company's products under the Successories trademark. 

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Change in Fiscal Year End

Effective May 1, 1995, the Company changed its financial reporting year from a 
fiscal year ending on April 30 to a fiscal year of 52 or 53 weeks ending on 
the Saturday closest to January 31.  In addition, the Company changed its 
quarterly reporting period to 4-5-4 week format.  The changes were made to 
conform with retail industry reporting practices.  

The fiscal years ended January 31, 1998 and February 1, 1997 include 52 weeks. 
The period ended February 3, 1996 was a nine month period.

Principles of Consolidation

The consolidated financial statements include the accounts of Successories, Inc.
and all of its subsidiaries.  All significant intercompany accounts and 
transactions have been eliminated in consolidation.  The financial results 
of franchised stores have not been reflected in the Company's consolidated 
financial statements.

Cash and Cash Equivalents

The Company considers as cash equivalents all highly liquid instruments with an 
original maturity of three months or less.

Revenue Recognition

Net revenues include retail, direct marketing and wholesale activities.  
Retail sales at the Company-owned stores are net of returns and allowances.  
Wholesale and direct marketing sales are generally recognized at the time 
orders are shipped to customers.

The Company recognizes revenue from individual franchise and area license 
sales when all material services or conditions relating to the sale have 
been substantially performed or satisfied.  For individual franchises this 
is generally coincident with the retail store opening.  No deferred revenue 
was recorded as of January 31, 1998 or February 1, 1997.

The Company's franchise agreements generally require franchisees and licensees 
to remit continuing royalty fees of 2% of gross revenues derived from 
proprietary product sales.  The Company recognizes these fees as revenue 
when actually earned.

Inventories

Inventories are stated at the lower of cost or market.  Cost is determined 
using the first-in, first-out method and includes material, labor and 
overhead costs.   

Prepaid Catalog Expenses

Prepaid catalog expenses consist primarily of mail order catalogs for the 
Company's products.  The cost of such direct response advertising is charged 
to expense over the period that the related catalog sales are expected, not 
to exceed twelve months.  The amortization period is based upon the 
Company's historical patterns of catalog response.  All other advertising 
costs are expensed as incurred.

Advertising expense was $9,097,000, $11,062,000 and $7,353,000 for the years 
ended January 31, 1998 and February 1, 1997, and the period from May 1, 1995 
through February 3, 1996, respectively.
             
Prepaid Licensing Costs

Prepaid licensing costs, which consist primarily of the rights to use 
certain images, are being capitalized and amortized over a three-year period. 
 Historically, these costs were amortized over a two-year period.  The 
Company changed its amortization period to better approximate the product 
life cycle during the fiscal year ended February 1, 1997.  The change 
resulted in an increase to income of approximately $48,000 during fiscal 1996.

Property and Equipment

Property and equipment are recorded at cost.  Depreciation and amortization 
are provided for on a straight-line basis over the estimated useful lives of 
the related assets, ranging from 3 to 15 years.  Leasehold improvements are 
amortized on a straight-line basis over the lesser of the useful life of the 
improvement or the term of the lease.  Major renewals and betterments are 
capitalized and maintenance and repair costs are charged to expense as 
incurred.  

The Company recorded a special charge of approximately $1,689,000 for the year 
ended February 1, 1997, to write down certain assets to their fair value.  
These assets included the order entry computer system, which was replaced in 
November 1997, and certain leasehold improvements associated with the 
relocation of the Company's corporate office and manufacturing/warehouse 
facilities. 

Deferred Financing Costs

Costs incurred in connection with obtaining financing are capitalized and 
amortized over the term of the related debt.  Accumulated amortization was 
$44,000 and $0 as of January 31, 1998 and February 1, 1997, respectively.

Intangible Assets

Intangible assets consist principally of distribution rights and goodwill.  
Such assets are being amortized on a straight-line basis.  Distribution 
rights are being amortized over a period of 5 years.  Goodwill, which 
represents the cost of purchased businesses in excess of the fair value of 
net assets acquired, is amortized over 40 years.  The Company reviews the 
realizability of the intangible assets whenever events or changes in 
circumstances indicate that the carrying amount may not be recoverable.  
Accumulated amortization amounted to $1,310,000 and $1,065,000 at January 
31, 1998 and February 1, 1997, respectively. 

Accounts Payable

Checks outstanding, net of approximately $871,000 and $1,173,000, are 
included in accounts payable as of January 31, 1998 and February 1, 1997, 
respectively.

Income Taxes

The Company provides for deferred income taxes under the asset and liability 
method of accounting.  This method requires the recognition of deferred 
income taxes based on the tax consequences of temporary differences by 
applying enacted statutory tax rates applicable to future years to differences
between the financial statement carrying amounts and the tax bases of 
existing assets and liabilities.

Store Opening and Closing Costs

Costs associated with the opening of new stores are expensed as incurred.  
Estimated costs associated with the closing of under-performing Company-owned
stores are recognized in the period a decision has been reached to close the
store.

Earnings Per Share

In February 1997, the Financial Accounting Standards Board ("FASB") issued 
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per 
Share."  Basic earnings per share is computed by dividing income (loss) 
available to common stockholders by the weighted average number of common 
shares outstanding.  Diluted earnings per share is similar to basic earnings 
per share except the diluted computation gives effect to all dilutive 
potential common shares that were outstanding during the period.  The 
prior years consolidated financial statements have been restated for 
SFAS No. 128.

Foreign Currency Translation

One of the Company's subsidiaries has operations in Canada.  The assets and 
liabilities of this subsidiary are translated at the current exchange rate 
in effect at the balance sheet date, with gains or losses resulting 
from such translation included in stockholders' equity.  Revenues and 
expenses are translated at the average exchange rate in effect at the time 
the underlying transaction occurred.  Transaction gains or losses are 
included in the results of operations.  

Financial Instruments

The carrying amounts for current assets and current liabilities approximate 
their fair value due to their short-term maturity periods.  The carrying 
amount of long-term debt reasonably approximates its fair value as the 
stated interest rates approximate current market interest rates of debt with 
similar terms.

Use of Estimates

The preparation of the 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 and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.

New Accounting Pronouncements

In 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income," 
which requires that an enterprise report the change in its net assets during 
the period from nonowner sources, and SFAS No. 131, "Disclosures about 
Segments of an Enterprise and Related Information," which establishes annual 
and interim reporting and disclosure standards for an enterprise's operating 
segments.  Adoption of these statements will not impact the Company's 
consolidated financial position, results of operations or cash flows, and 
will be limited to the form and content of its disclosures.  Both statements 
are effective for fiscal years beginning after December 15, 1997.

Reclassifications

Certain prior year amounts have been reclassified to conform with the 
current year presentation.  

NOTE 3.  ACQUISITIONS

On September 18, 1997, the Company purchased certain assets of a franchisee 
who operated a Successories retail location in California.  The purchase 
price of approximately $230,000 consisted of $50,000 in cash and the 
forgiveness of indebtedness owed by the franchisee.  The transaction 
resulted in goodwill of $185,000.

On October 1, 1996, the Company purchased all of the stock of British Links 
Golf Classics, Inc. for approximately $1,260,000.  The purchase price 
consisted of $760,000 in cash and notes payable and 91,324 shares of the 
Company's common stock.  The purchase price exceeded the fair value of the net 
assets acquired and resulted in goodwill of $1,287,000.  The notes are 
subordinate to all other debt of the Company.  British Links Golf Classics, 
Inc. is a catalog company which sells golf-related wall decor, gifts and 
other collectibles.

On October 15, 1995, the Company purchased the 20% minority interest in 
Celex Successories, Inc. from its joint venture partner bringing the 
Company's ownership to 100%.  The purchase price of approximately $106,000 
was settled through assignment of certain joint venture assets and 
forgiveness of indebtedness owed by the partner.

On October 30, 1995, the Company purchased certain assets and assumed certain 
liabilities of a franchisee who operated a Successories retail location in 
Florida.  The purchase price of approximately $128,000 was settled through 
the assignment of certain assets and the forgiveness of indebtedness owed 
by the franchisee.

All of the aforementioned acquisitions were accounted for as purchases and 
accordingly, the acquired assets and liabilities assumed have been recorded 
at their estimated fair values at the acquisition date.  The results of 
operations of the acquired businesses have been included in the consolidated 
financial statements from their respective dates of acquisition. 

NOTE 4.  ACCOUNTS AND NOTES RECEIVABLE

Accounts and notes receivable consist of the following:
<TABLE>
<CAPTION>
                                       January 31,             February 1,
                                         1998                     1997        	
  <S>                                  <C>                    <C>            
		Accounts receivable	                 $  7,830,000	          $  4,535,000
		Notes receivable	                         402,000	               429,000

                                     					8,232,000	             4,964,000
		Less allowance for doubtful 
   accounts and sales returns         	    (610,000)        	     (506,000)

                                       	  7,622,000	             4,458,000
		Less current portion	                   7,330,000         	    4,157,000

		Noncurrent portion	                  $    292,000	          $    301,000
</TABLE>

A portion of the Company's sales are made through the extension of credit.  
Accounts receivable from credit sales are generally unsecured.  Notes 
receivable from franchisees are generally secured by a personal guarantee 
of the franchisee and the assets of the franchised store.  Approximately 17% 
of the accounts and notes receivable were due from franchisees at January 31,
1998 and February 1, 1997.

In December 1997, the Company granted a licensee the exclusive right in 
Australia and New Zealand to (i) produce and distribute Successories 
catalogs, (ii) produce, distribute and sell Successories and Winners 
Collection products through direct marketing and wholesale channels and 
(iii) own, operate and sell franchises to others to operate Successories 
retail locations.  In consideration for this right, the licensee agreed 
to pay an initial fee of $300,000, with $23,000 paid upon execution of the 
agreement and the balance payable in quarterly installments of $16,000 from 
April 1998 through July 2002.  The amount financed is evidenced by a 
promissory note.  In addition, the licensee is required to remit continuing 
royalty fees of 4% of gross sales, as defined, and an additional fee of 
$20,000 for each retail location opened.  The agreement has an initial term 
of five years and can be renewed by the licensee for successive terms of 
five years each provided certain defined conditions have been fulfilled.  
The balance due on the promissory note was $277,000 as of January 31, 1998.

NOTE 5.  INVENTORIES

Inventories are comprised of the following: 

<TABLE>
<CAPTION>
				                                      January 31,            February 1,
		                                           1998                   1997      	
  <S>                                    <C>                    <C>
		Finished goods	                        $ 6,690,000	           $ 6,245,000
		Raw materials	                           3,187,000	             2,893,000

                                      					9,877,000	             9,138,000
		Less reserve for obsolescence        	    (128,000)	             (168,000)
				    
				                                    	$ 9,749,000	           $ 8,970,000   
</TABLE>


NOTE 6.  PROPERTY AND EQUIPMENT

Property and equipment consists of the following: 

<TABLE>
<CAPTION>
                                           January 31,           February 1,
                                              1998                  1997     
  <S>                                      <C>                   <C> 
		Leasehold improvements	                  $ 7,831,000	          $ 7,096,000
		Machinery and equipment	                   5,441,000	            4,455,000
		Furniture and fixtures	                    4,200,000	            3,597,000
		Vehicles                             	        19,000	               92,000
						
                                       					17,491,000	           15,240,000
		Less accumulated depreciation
		    and amortization                  	   (7,199,000)	          (7,240,000)

					                                      $10,292,000	          $ 8,000,000
</TABLE>


NOTE 7.  DEBT

Debt is comprised of the following: 
<TABLE>
<CAPTION>

                                        	 	January 31,		         February 1,
 		                                           1998       	          1997    
Bank borrowings:
  <S>                                      <C>                   <C>
		Term loan, net of debt discount of 
			$401,000 and $0	                        $ 6,849,000	          $ 4,495,000
		Revolving credit loan	                     4,447,000	   
		Fixed rate loan, net of debt discount of
			$246,000 and $0	                            254,000	   
Subordinated notes:
		10% notes to investors	    	                                     1,250,000
		British Links Golf Classics, Inc.
			former owners	                              155,000	              400,000
Capital lease obligations         	            301,000	              146,000
Other	                        	                   	                   18,000

                                       					12,006,000            	6,309,000
Less current portion     	                  (5,445,000)	          (2,215,000)

Long-term debt                            	$ 6,561,000	          $ 4,094,000
</TABLE>


On June 20, 1997, the Company entered into a new credit facility with a bank. 
The facility replaced an existing credit agreement that would have expired 
on May 1, 1998.  The new facility is comprised of a $7.5 million term loan 
and a revolving credit loan that provides for maximum borrowings of $6 million 
from January through June and $9 million from July through December.  
Borrowings under the revolving credit loan are limited to 85% of eligible 
receivables plus 50% of eligible inventory, as defined, provided that from 
February through April eligible inventory is limited to $3 million.  A 
commitment fee of .5% is payable on the daily unused amount of the maximum 
revolving credit commitment.  The facility expires in June 2003 and 
borrowings under the facility are secured by substantially all the assets 
of the Company.  The interest rates on the term loan and revolving credit 
loan borrowings were prime plus 1.25% and .75%, respectively, through 
August 2, 1997, and fluctuate based on the margin ratio, as defined, to no 
higher than prime plus 1.25% and .75%, respectively, after August 2, 1997.  
The term loan is payable in quarterly installments of $125,000 through June 
1, 1998, $312,500 from September 1, 1998 through June 1, 2000, and $375,000 
thereafter.  Prepayments on the loans are required in certain cases including, 
among others, equity offerings and asset dispositions.  Further, the Company 
must annually prepay the loans in an amount equal to 60% of excess cash flow, 
as defined.  As of January 31, 1998, available borrowings on the revolving 
credit loan were $1,553,000.  Warrants for 150,000 shares of the Company's 
common stock were issued to the bank as part of this agreement.  These 
warrants have exercise prices ranging from $6.19 to $9.73.

In July 1997, the agreement for the credit facility was amended to include 
an additional $500,000 fixed rate loan for the purpose of redeeming a 
portion of the Series B cumulative convertible preferred stock.  The loan 
bears interest at 12% and is due in June 2003.  Warrants for an additional 
72,464 shares were issued to the bank in connection with this amendment and 
have an exercise price of $6.90.

The credit facility agreement contains, among other provisions, requirements
for maintaining certain earnings levels and financial ratios, limits on 
capital expenditures and additional indebtedness, and restrictions on the
payment of dividends.  For the year ended January 31, 1998 the Company was not
in compliance with the earnings before interest, taxes, depreciation and 
amortization ("EBITDA") and interest coverage ratio covenants.  On May 14,1998,
the agreement was amended to waive these two covenants for the year ended
January 31, 1998 and adjusted certain other covenants.  The amended agreement
requires that (i) EBITDA, which is based on a rolling four quarter period, may
not be less than $4 million for the four quarters ended May 2, 1998 and
increases each subsequent quarter to $6.8 million for the four quarters ended
February 3, 2001 and each quarter thereafter and (ii) the interest coverage
ratio, as defined, may not be less than 3.0 to 1.0 from May 2, 1998 through
October 31, 1998, 4.0 to 1.0 at January 30, 1999, 4.5 to 1.0 at May 1, 1999
and July 31, 1999, and 5.0 to 1.0 thereafter.  Further, in conjunction with
the amendment, the exercise prices of the 222,464 warrants previously issued
to the bank were reduced to $5.85 and the expiration dates were extended
one year.

At February 1, 1997, the Company had a credit agreement with a bank that was 
comprised of a $4,495,000 term loan and a revolving credit loan that allowed 
for maximum borrowings of $4 million.  The credit agreement was to expire on 
May 1, 1998 and was secured by substantially all the Company's assets.  The 
interest rates on the term loan and revolving credit loan borrowings were 
prime plus 1%.  The term loan was payable in monthly principal and interest 
installments approximating $95,000.  At February 1, 1997, there were no 
borrowings on the revolving credit loan.  The credit agreement was paid off 
using the proceeds from the new credit facility.

On November 10, 1995, the Company borrowed $1,500,000 from certain investors,
including executive officers and members of the Board of Directors.  The 
subordinated notes were originally due November 1, 1996, and bore interest 
at 10%.  Concurrent with these borrowings, warrants for 120,000 shares of the 
Company's common stock were issued to the noteholders.  In November 1996, 
the Company extended the maturity date for $1,250,000 of the original amount 
financed to November 1997.  The interest rate for the extended financing 
remained at 10%.  In addition, the Company granted options for 125,000 
shares to the noteholders participating in the extended financing.  The 
subordinated notes were paid off using the proceeds from the new credit 
facility.

In connection with the acquisition of British Links Golf Classics, Inc., the 
Company originally issued subordinated promissory notes aggregating $400,000. 
The final settlement of the acquisition reduced the amount due on the 
subordinated notes to $355,000.  The notes are payable in three installments:  
$100,000 was paid on May 1, 1997 and September 20, 1997, and the remaining 
$155,000 is due on September 20, 1998.  The interest rate is  prime.

The stock options and warrants issued in conjunction with the new credit 
facility and 10% subordinated notes were assigned a fair value using the 
Black-Scholes option pricing model.  The fair value of the options and 
warrants have been reflected as a discount on the debt and are being 
amortized as interest expense over the terms of the related debt.  Interest 
expense related to these stock options and warrants amounted to $567,000, 
$308,000 and $70,000 for the years ended January 31, 1998 and February 1, 1997, 
and the period from May 1, 1995 through February 3, 1996, respectively.

The weighted average interest rate on borrowings outstanding as of January 
31, 1998 and February 1, 1997, was  9.6% and 9.2% respectively.

Aggregate future maturities of debt are as follows:

	Fiscal year ending:
 	January 30, 1999	            $	5,445,000
	 January 29, 2000		             1,452,000
	 February 3, 2001		             1,429,000
	 February 2, 2002		             1,507,000
	 February 1, 2003		             1,507,000
	 Thereafter		                   1,313,000
		

NOTE 8.  INCOME TAXES

The provision (benefit) for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                               May 1, 1995
                       Year Ended          Year Ended            through
                    January 31, 1998    February 1, 1997     February 3, 1996
<S>                  <C>               <C>                   <C>   
Current:
	Federal 	           $	   --   	        $	   --   	            $  	212,000
	State     		           18,000		             47,000      		 
 Foreign 		             85,000		   		   
Deferred		             (49,000)		        (2,656,000)        		  (1,600,000)

            		       $  54,000		       ($ 2,609,000)		        ($ 1,388,000)
</TABLE>

A reconciliation between the federal statutory rate and the Company's 
effective tax rate is as follows:
<TABLE>
<CAPTION>
                                              			         				  May 1, 1995
					                 Year Ended 	         Year Ended  	          through
 					             January 31, 1998 	   February 1, 1997  	  February 3, 1996

<S>                     <C>                 <C>                    <C>	
Federal statutory rate		(34.0)%		           (34.0)%		              (34.0)%
State taxes, net of 
  federal tax benefit 	  (5.0)		             (5.0)		                (5.0)
Foreign taxes in excess 
  of domestic rate	     (21.3)				
Recognition of prior 
 year tax benefit			                        (77.8)		              (205.3)
Adjustment to prior 
 year taxes						                                                   30.7
Other, primarily 
 permanent items		       22.0  		             5.6  		               12.1  

              						    (38.3)%		          (111.2)%		             (201.5)%
</TABLE>


Deferred income taxes result from temporary differences in the recognition of
revenues and expense for financial and income tax reporting purposes.  The 
components of the net deferred tax asset are comprised of the following:

<TABLE>
<CAPTION>

                      					               January 31,	           February 1,
                               					         1998          	        1997     
<S>                                      <C>                    <C>	
Deferred tax assets:
	Accounts receivable  	                  $	 238,000	            $ 	197,000
	Inventories  			                           108,000		               95,000
	Special charge 			  		                                          1,222,000
	Depreciation and amortization		             79,000		  
	Loss carryforwards		                     5,920,000		            5,204,000
	Other	 			                                 170,000		               50,000

			 		                                    6,515,000		            6,768,000
	
Deferred tax liabilities:
	Prepaid advertising  		                  1,176,000		            1,126,000
	Depreciation and amortization		                   		              267,000

                              				  		    1,176,000		            1,393,000
	
Net deferred tax asset    	             $ 5,339,000	           $	5,375,000 
</TABLE>


In prior years a valuation allowance was established against the net deferred 
tax asset due to the uncertainty as to whether the Company would realize the 
benefits of the net operating loss carryforwards.  During the years ended 
February 1, 1997 and February 3, 1996, the valuation allowance associated with 
the net deferred tax asset was reduced by $2,635,000 and $1,262,000, 
respectively.  These reductions resulted in decreasing the valuation 
allowance to zero as of February 1, 1997.  Although realization is not 
assured, the Company believes that it is more likely than not that the net 
deferred tax asset will be realized.

Realization of the net deferred tax asset is largely dependent upon the 
Company generating sufficient taxable income prior to the expiration of the 
net operating loss carryforwards.  However, the amount of such realization 
could be reduced in the near term if estimates of future taxable income 
during the carryforward period are changed.  To the extent the net operating 
loss carryforwards and existing deductible temporary differences are not 
offset by existing taxable temporary differences reversing within the 
carryforward period, the remaining loss carryforwards are expected to be 
realized by achieving future profitable operations based on the following:

1. During the past three years the Company has assembled a new, experienced 
   management team with the background, knowledge and incentive to grow the 
   business profitably.

2. Operating income significantly improved during the years ended January 
   31, 1998 and February 1, 1997, after excluding the impact of the special 
   charge, as compared to the period from May 1, 1995 through February 3, 
   1996, and the year ended April 30, 1995.

3. The Company expects to continue to experience savings and improved 
   earnings from the cost containment efforts that have been implemented.  
   Specifically, these savings are anticipated to be achieved from: 
   a) efficiencies and lower rent from the consolidation of the Company's 
   manufacturing/distribution facilities and corporate office to a single 
   facility; b) continued realization of benefits from the implementation of 
   more sophisticated systems to track the Company's direct marketing 
   efforts, thereby resulting in more effective catalog mailings; c) closure 
   of Company-owned stores that were underperforming; and d) execution of 
   improved budgeting, forecasting and performance monitoring techniques.

The Company has approximately $ 15,200,000  of tax net operating loss 
carryforwards as of January 31, 1998.  The net operating losses do not 
begin to expire until 2009.  Approximately $2,692,000 of the loss 
carryforwards relate to deductions arising from the exercise of non-
qualified stock options, the benefit of which has been credited to additional
paid-in capital.

NOTE 9.  RELATED PARTY TRANSACTIONS

In June 1997, the Company agreed to loan three executive officers an 
aggregate amount of $273,000 to allow the officers to purchase shares 
of the Company's common stock.  The notes bear interest at 7% or 
the appropriate applicable federal rate as determined by the Internal 
Revenue Service, whichever is higher.  One of the notes for $33,000 is due 
on demand.  The other notes are payable in aggregate annual installments of 
$25,000, with the balance due in June 2002; provided that each payment shall 
be forgiven by the Company on a year-by-year basis if the Company meets 
certain annual targets for earnings before interest and taxes.  Two of 
the notes are secured by a pledge of the shares purchased.

The Company advanced $77,000 to a franchise owned by a relative of an outside 
director during the year ended February 1, 1997.  In September 1997, the 
Company purchased the net assets of the store for $50,000 in cash and 
forgiveness of indebtedness owed by the franchisee.

A member of the Company's Board of Directors, who is also a shareholder, 
serves as a consultant to the Company on various tax matters.  Fees paid to 
his firm for these services were $85,000, $141,000 and $72,000 for the years 
ended January 31, 1998 and February 1, 1997, and the period from May 1, 1995 
through February 3, 1996, respectively.

A member of the Company's Board of Directors, who is also a shareholder, 
serves as legal counsel to the Company.  Fees paid to the law firm in which 
he is a partner for said services were $151,000, $262,000 and $237,000 for 
the years ended January 31, 1998 and February 1, 1997, and the period from 
May 1, 1995 through February 3, 1996, respectively.

NOTE 10.  SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures to the consolidated statements of cash flows are 
as follows:

<TABLE>
<CAPTION>
                                                       							  May 1, 1995
                     					  Year Ended 	      Year Ended  	       through
 					                   January 31, 1998 	February 1, 1997  	February 3, 1996
<S>                          <C>              <C>                <C>	
Cash paid during the year for:
 Income taxes	               $	 10,000	       $  	11,000	        $    	--   
 Interest		                    958,000		       1,277,000		         737,000

Noncash investing activities:
 Equipment purchased under 
  capital leases 	           $	203,000	       $	  64,000	        $	    --   
 Acquisitions of businesses:
   Fair value of assets 
     acquired		                230,000		       1,710,000         		225,000
   Liabilities assumed		  		                    (450,000)		       (225,000)
   Subordinated notes issued		  		              (400,000)		   
   Common stock issued		  		                    (500,000)		   
</TABLE>


NOTE 11.  OPTIONS AND WARRANTS

The Company has a stock option plan (the "Option Plan") which provides for 
the grant of stock options to directors, executive officers and other 
employees of the Company.  A total of 1,450,000 shares of the Company's 
common stock were available for grant under the Option Plan.  The number 
of options to be granted or issued and the terms thereof are approved by 
the Compensation Committee of the Company's Board of Directors, which is 
comprised of non-employee directors.  The exercise price of the options is 
equal to the fair market value of the common stock at the date of grant.  
Options granted under the Option Plan generally vest after five years and 
expire ten years from the date of grant.

The Company has a non-compensatory Employee Stock Purchase Plan.  The Company 
intends that the Stock Purchase Plan qualify as an "employee stock purchase 
plan" under Section 423 of the Internal Revenue Code.  Generally, the Stock 
Purchase Plan provides for qualifying employees to elect to have a percentage 
of their compensation used to purchase shares of the Company's common stock. 
Shares purchased under the Stock Purchase Plan totaled 48,394, 65,079 and 
79,748 for the years ended January 31, 1998 and February 1, 1997, and the 
period from May 1, 1995 through February 3, 1996 respectively.

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based 
Compensation."  As permitted by the statement, the Company will measure 
compensation cost for its stock plans in accordance with Accounting 
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." 
Accordingly, no compensation has been recognized for the Company's stock 
plans in the consolidated financial statements.  Had compensation cost under 
these plans been determined consistent with the method outlined in 
SFAS No. 123, the Company's net income (loss) and earnings (loss) per share 
would have been reduced to the following pro forma amounts:

<TABLE>
<CAPTION)
                                                						          May 1, 1995
					                       Year Ended 	      Year Ended  	       through
 					                   January 31, 1998 	February 1, 1997  	February 3, 1996
 <S>                      <C>               <C>                <C>
	Net income (loss):	
		As reported 			          $ 	87,000	        $	262,000	         $	700,000
		Pro forma  				           (470,000)		       (392,000)		         523,000

	Basic earnings (loss) per share:
		As reported				               (.10)		           (.16)		             .14
		Pro forma				                 (.19)		           (.29)		             .10

	Diluted earnings (loss) per share:
		As reported				               (.10)		           (.16)		             .13
		Pro forma				                 (.19)		           (.29)		             .10
</TABLE>


The fair value of each option grant is estimated on the date of grant using 
the Black-Scholes option pricing model with the following assumptions for 
the years ended January 31, 1998 and February 1, 1997, and the period from 
May 1, 1995 through February 3, 1996: risk-free interest rate of 6.61%, 
6.24% and 6.30%, respectively; expected dividend yield of 0% for all three 
fiscal years; expected life of 10 years for all three fiscal years; and 
expected volatility of 93.94%, 98.36% and 103.10% respectively.


A summary of the status of the Option Plan as of January 31, 1998, 
February 1, 1997 and February 3, 1996, and changes during the periods 
then ended are as follows:

<TABLE>
<CAPTION>
                                               								         May 1, 1995
				                Year Ended	         Year Ended   	             through 
				              January 31, 1998    February 1, 1997       February 3, 1996 
					                      Weighted		          Weighted		             Weighted
					                       Average		           Average		              Average
				             Shares 	 Ex. Price 	 Shares	 Ex. Price 	    Shares	 Ex. Price 
<S>             <C>        <C>        <C>       <C>           <C>      <C>
Outstanding, 
  beg. of year	 1,001,750	 $ 6.34	     821,250	 $ 5.02      	 717,000	 $ 4.72
Granted          	470,000	   5.85	     385,000 	  6.95 	      135,250 	  6.83
Exercised		    		                     (192,500)  	1.90	        (3,750)	  5.33
Forfeited        (178,580)	  5.75	     (12,000)	  7.21	       (27,250) 	 6.03

Outstanding, 
  end of year  	1,293,170   	6.24	   1,001,750 	  6.34	       821,250 	  5.02

Exercisable, 
  end of year    	611,750   	6.22	     455,500	   6.21 	      448,000 	  4.07 

Weighted-average 
 fair value of 
 options granted         		$ 5.27	            	 $ 5.39			              $ 5.30
</TABLE>


As of January 31, 1998, 695,420 of the options outstanding have exercise 
prices ranging between $5.33 and $5.75, with a weighted-average exercise 
price of $5.48 and a weighted-average remaining contractual life of 5.8 
years (373,750 of these options are exercisable with a weighted-average 
exercise price of $5.33).  The remaining 597,750 options have exercise 
prices ranging between $5.75 and $14.66, with a weighted-average exercise 
price of $7.13 and a weighted-average remaining contractual life of 8.1 years 
(238,000 of these options are exercisable with a weighted-average exercise 
price of $7.61).

The Company has also issued stock options and warrants primarily in 
connection with certain financing transactions.  Such options and warrants 
generally vest immediately and expire five years from the date of grant.  
As of January 31, 1998, stock options and warrants for 539,464 shares were 
outstanding.  These options and warrants have exercise prices ranging from 
$4.73 to $9.73, with a weighted-average exercise price of $6.57 and a 
weighted-average remaining contractual life of 4.3 years.  The weighted-
average fair value of the options and warrants granted during the years ended
January 31, 1998 and February 1, 1997, were $3.23 and $3.96, respectively.

NOTE 12.  COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its corporate office and manufacturing/warehouse space 
under the terms of a lease agreement which expires in July 2009.  The 
Company is responsible for all taxes, maintenance, insurance and operating 
expenses.  The lease provides for three renewal options of five years each.

All of the Company-owned retail locations are leased under agreements which 
expire at various dates through January 2006.  A number of the leases 
contain renewal options and escalation clauses and generally provide that 
the Company pay its proportionate share of the taxes, maintenance and 
insurance costs.  In addition, certain leases require contingent payments 
based on sales. 

The future minimum rental payments for all operating leases with 
noncancelable terms in excess of one year as of January 31, 1998, are as 
follows:

			                         Office and               Retail 
					   	                    Warehouse	            Locations 	        Total     
	Fiscal year ending:
		January 30, 1999	        $   764,000	           $ 1,401,000     	$ 2,165,000
		January 29, 2000    	        764,000	             1,136,000	       1,900,000
		February 3, 2001  	          749,000	               943,000	       1,692,000	
		February 2, 2002	            753,000	               839,000	       1,592,000	
		February 1, 2003	            771,000	               785,000	       1,556,000
		Thereafter			              5,351,000 	            1,357,000  	     6,708,000

			      		             	  $ 9,152,000	           $ 6,461,000	     $15,613,000


Rental expense for all operating leases was $2,644,000, $3,360,000, and 
$3,270,000 for the years ended January 31, 1998 and February 1, 1997, and 
the period from May 1, 1995 through February 3, 1996, respectively.  

Capital Leases

The Company acquired certain equipment under lease arrangements which are 
being accounted for as capital leases for accounting purposes.  Equipment 
under such leases have been recorded as property and equipment with a cost 
of approximately $961,000  and $758,000 as of January 31, 1998 and February 
1, 1997, respectively, and accumulated amortization of  $736,000 and $621,000
at those dates. 

The future minimum lease payments for all capital leases in effect as of 
January 31, 1998, are as follows:

	Fiscal year ending:
		January 30, 1999	                                $	102,000
		January 29, 2000		                                  86,000
		February 3, 2001		                                  61,000
		February 2, 2002		                                  10,000
		February 1, 2003		                                   7,000
		Thereafter				                                      63,000

	Total minimum lease payments		                      329,000
	Less amount representing interest           		      (28,000)
	
	Present value of net minimum lease payments      	$ 301,000

Employment Agreements

The Company has employment agreements with certain key officers.  The 
agreements provide for aggregate annual salaries of $658,000 and contain 
confidentiality and noncompetition provisions.  The agreements expire in 1999.

Purchase Commitments

The Company has commitments to purchase new point-of-sale systems for the 
Company-owned retail locations for approximately $500,000.  The systems will 
be installed in May 1998.

Letter of Credit

The Company has a standby letter of credit outstanding in the amount of 
$500,000 that is secured by a certificate of deposit.  The letter of credit 
serves as security for the lease of the Company's corporate office and 
manufacturing/warehouse facility.

Legal Matters

In the ordinary course of conducting its business, the Company becomes 
involved in various lawsuits related to its business.  The Company does not 
believe that the ultimate resolution of these matters will, individually or 
in the aggregate, be material to its consolidated financial position or 
results of operations.

NOTE 13.  PREFERRED STOCK

In September 1996, the Company sold 400 shares of Series A cumulative 
convertible preferred stock in an off-shore transaction to a non-U.S. person 
pursuant to Regulation S under the United States Securities Act of 1933, as 
amended.  In December 1996, the Company sold 1,212 shares of Series B 
cumulative convertible preferred stock in a transaction exempt from 
registration pursuant to Regulation D under the Securities Act.  Each share 
had a liquidation preference of $5,000 and a par value of $100.  Dividends 
were payable quarterly at the cash rate, as defined.  Each holder had the 
same voting rights as a holder of the number of common shares would own if 
the preferred shares were converted.  The preferred stock was convertible 
into the number of shares of common stock obtained by dividing the liquidation 
preference amount by the conversion price, as defined.  In the event that 
the Company entered into a transaction to sell its assets or in the event of 
a change in control, the preferred stock was required to be redeemed at the 
option of the holder at the redemption price, as defined.

The 400 shares of Series A cumulative convertible preferred stock were 
converted into 300,661 shares ($2,000,000) of common stock during the 
year ended February 1, 1997.  During the year ended January 31, 1998, 100 
shares ($500,000) of the Series B cumulative convertible preferred stock was 
redeemed and the balance was converted into 1,010,667 shares ($5,560,000) of 
common stock.

Because the proceeds from the issuance of the Series A and B preferred 
stock were less than the mandatory redemption and conversion amounts, the 
carrying amounts were increased by periodic accretion so that the carrying 
amounts equaled the redemption or conversion amounts at the mandatory 
redemption or conversion date. 

NOTE 14.  EARNINGS (LOSS) PER SHARE

Effective January 31, 1998, the Company adopted Statement of Financial 
Accounting Standards No. 128, "Earnings Per Share."  The computations of 
basic and diluted earnings (loss) per share are as follows:


                                                        					   May 1, 1995
                           		Year Ended	       Year Ended	        through
			                       January 31, 1998  February 1, 1997 	February 3, 1996

Basic earnings (loss) per share:
  Net income 	                $  	87,000 	     $  	262,000	        $ 	700,000
  Preferred stock dividends 
    and accretion		             (741,000)	 	    (1,126,000) 		                

  Income (loss) available to 
    common stockholders  	    $ (654,000)	     $	 (864,000)	       $  700,000

  Weighted-average shares		    6,283,662		       5,321,179		        5,144,894

  Basic earnings (loss) 
    per share	                $	   (.10)      	$      (.16)        $      .14

Diluted earnings (loss) per share
  Income (loss) available 
    to common stockholders	   $	(654,000)	     $	(864,000)        	$	 700,000
    
  Weighted-average shares		    6,283,662		      5,321,179		         5,144,894
  Plus shares from assumed 
    exercise of stock options 
    and warrants		                        		                    		    209,634

  Adjusted weighted-average 
    shares  		                 6,283,662	   	   5,321,179	        	 5,354,528

  Diluted earnings (loss) 
    per share  	              $    (.10)      	$	   (.16)          $      .13


The diluted computations for the years ended January 31, 1998 and February 1,
1997, did not assume the exercise of stock options and warrants, nor the 
conversion of preferred stock due to their antidilutive effect on earnings 
(loss) per share.

NOTE 15.  SPECIAL CHARGE

The Company recorded a special charge of $2,701,000 for the year ended 
February 1, 1997 which was comprised primarily of:  a) reserve for certain 
costs associated with the relocation of the Company's manufacturing/warehouse 
facilities and corporate office to a new facility;  b) costs associated with 
a plan to close certain Company-owned stores that were underperforming;  and 
c) write-down of the order entry computer system in anticipation of replacing
it during 1997.  During the year ended January 31, 1998, the Company decided
not to close two of the aforementioned Company-owned stores and accordingly,
reduced the related reserve by $227,000.

NOTE 16.  401(K) PLAN

The Company has a 401(K) Retirement Savings Plan in which all full-time 
employees who have completed one year of service are eligible to participate.
Enrollment is open on the January 1st or July 1st immediately following one 
year of service.  The Company matches 20% of each employee's contribution, 
up to a maximum of 6% of base salary.  The Company's contributions to the 
401(K) Plan were  $29,000, $30,000 and $37,000 for the years ended January 
31, 1998 and February 1, 1997, and the period from May 1, 1995 through 
February 3, 1996, respectively.





                   REPORT OF INDEPENDENT ACCOUNTANTS
                   ON FINANCIAL STATEMENT SCHEDULE



To the Board of Directors
  of Successories, Inc.


Our audit of the consolidated financial statements referred to in our report 
dated April 26, 1996 appearing on Page F-3 of this Annual Report on Form 10-K 
also included an audit of the Financial Statement Schedule of Successories, 
Inc. for the period May 1, 1995 through February 3, 1996 listed in Item 
14(a)(2) of this Form 10-K.  In our opinion, this Financial Statement 
Schedule presents fairly, in all material respects, the information set 
forth therein when read in conjunction with the related consolidated 
financial statements.





PRICE WATERHOUSE LLP
Chicago, Illinois
April 26, 1996





SUCCESSORIES, INC.
SCHEDULE II  -  VALUATION AND QUALIFYING ACCOUNTS


                    Balance at	 Charged to  Charged to          		   Balance
			                 beginning	  costs and   other	       (1)	        at end of
Description		       of Period	  Expenses    Accounts  	Deductions 	  Period  

January 31, 1998
	Allowance for 
  doubtful accounts	$ 196,000	  $ 425,000	  $    --  	 $(495,000)   	$ 126,000
	Reserve for sales 
  returns	            310,000	    842,000	       --    	(668,000)     	484,000
	Reserve for 
  obsolescence	       168,000	       --  	       --     	(40,000)     	128,000

February 1, 1997
	Allowance for 
  doubtful accounts  	221,000	    246,000       	--  	  (271,000)     	196,000
	Reserve for sales 
  returns	            279,000	    244,000	       --  	  (213,000)	     310,000
	Reserve for 
  obsolescence	       151,000	     31,000	       --  	   (14,000)      168,000

February 3, 1996
	Allowance for 
  doubtful Accounts	  489,000	   (145,000)	      --  	  (123,000)	     221,000
	Reserve for sales 
  returns		           230,000	    894,000	       --  	  (845,000)     	279,000
	Reserve for 
  obsolescence 		     250,000	       --         	--     	(99,000)	     151,000



(1)    Write-offs, net of recoveries





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.   

                                       	SUCCESSORIES, INC.


Date:	May 15, 1998                      By: /s/ Arnold M. Anderson
	  		                                       Arnold M. Anderson
			                                         Chairman of the Board of Directors

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

Signature					                                                      Date      

/s/  Arnold M. Anderson				                                       May 15, 1998

     Arnold M. Anderson 
     Chairman of the Board and Director

/s/  James M. Beltrame				                                        May 15, 1998

     James M. Beltrame
     President, Chief Executive Officer and Director
     (Principal Executive Officer)

/s/  Steven D. Kuptsis				                                        May 15, 1998

     Steven D. Kuptsis
     Senior Vice President and Chief Administrative Officer
     (Principal Financial and Accounting Officer)

/s/  Michael H. McKee				                                         May 15, 1998

     Michael H. McKee
     Senior Vice President, Creative Department and Director

/s/  Timothy C. Dillon				                                        May 15, 1998
     Timothy C. Dillon
     Senior Vice President, General Counsel, Secretary and Director

/s/  Mervyn C. Phillips, Jr.			                                   May 15, 1998

     Mervyn C. Phillips, Jr.
     Director

/s/  C. Joseph LaBonte				                                        May 15, 1998

     C. Joseph LaBonte
     Director

/s/  Seamas T. Coyle				                                          May 15, 1998

     Seamas T. Coyle
     Director

/s/  Guy E. Snyder				                                            May 15, 1998

     Guy E. Snyder
     Director

/s/  Steven B. Larrick				                                        May 15, 1998

     Steven B. Larrick
     Director



INDEX TO EXHIBITS

Exhibit No.	                                Description

3.1	  Articles of Incorporation of Registrant (1)

3.2	  Articles of Amendment to the Company's Articles of Incorporation 
      changing the Company's name to Successories, Inc. (2)

3.3   Certificate of Designation creating the Company's Series A Cumulative 
      Convertible Preferred Stock (2)

3.4   Certificate of Designation creating the Company's Series B Cumulative 
      Convertible Preferred Stock (2)

3.5	  By-laws of Registrant (1)

4.1   Specimen Common Stock Certificate (1)

4.2   Specimen Series A Cumulative Convertible Preferred Stock Certificate (2)

4.3   Specimen Series B Cumulative Convertible Preferred Stock Certificate (2)

10.1  Form of Franchising Agreement (3)

10.4  Credit Agreement and Guaranty between the Company and NBD Bank (5)

10.5  First Forbearance Agreement between the Company and NBD Bank (6)

10.6  Amended and Restated Credit Agreement between the Company and NBD Bank 
      dated as of July 31, 1995 (7)

10.7  Lease Agreements between LaSalle National Trust Bank as Trustee under 
      Trust No. 107739 and Celebrating Excellence (4)

10.8	 Stock Option Instrument for Arnold M. Anderson dated November 19, 1991 (1)

10.9	 Celex Group, Inc. Stock Option Plan (1)

10.10	Joint Venture Agreement with Morrison DFW, Inc. and related documents (4)


10.11 Indemnification Agreement dated May 26, 1995 between the Company and 
      Arnold M. Anderson (7)

     	Indemnification Agreements in the form filed were also entered into by 
      the Messrs. James M. Beltrame, Seamas T. Coyle, Timothy C. Dillon, 
      C. Joseph LaBonte, Steven B. Larrick, Michael H. McKee, Mervyn C. 
      Phillips, Jr., Michael Singletary, Guy E. Snyder and Peter C. Walts

10.12 First Amendment to the Credit Agreement between the Company and NBD Bank 
      dated as of September 25, 1995 (8)

10.13 Second Amendment to the Credit Agreement between the Company and NBD 
      Bank dated as of February 7, 1996 (9)

10.14 Form of Subordinated Note, Common Stock Purchase Warrant and 
      Subordination Agreement relating to issuance of $1,500,000 Subordinated 
      Notes and Warrants to purchase 120,000 shares of the Company's Common 
      Stock (9)

10.15 Common Stock Option Agreement granted to Arnold M. Anderson and Incentive 
      Stock Option Agreement granted to Arnold M. Anderson (9)

10.16 Common Stock Option Agreement granted to James M. Beltrame and Incentive 
      Stock Option Agreement granted to James M. Beltrame (9)

10.17 Third Amendment to the Credit Agreement between the Company and NBD 
      Bank dated as of May 2, 1996 (9)

10.18	Employment Agreement with Arnold M. Anderson dated March 1, 1996 (10)

10.19	Employment Agreement with James M. Beltrame dated June 1, 1996 (10)

10.20	Employment Agreement with Michael H. McKee dated June 1, 1996 (10)

10.21 Common Stock Option Agreement granted to James M. Beltrame dated 
      June 17, 1996 (10)

10.22 Agreement and Plan of Merger among Successories, Inc., British Links 
      Acquisition Corp., British Links Golf Classics, Inc., David J. Houston 
      and Michael McArthur dated October 1, 1996 (11)

10.23 Regulations S Securities Subscription Agreement between Successories, 
      Inc. and Seacrest Capital Limited and Farring Capital Limited dated 
      September 16, 1996 (2)

10.24 Registration Rights Agreement dated as of December 17, 1996, by and 
      among Successories, Inc., Infinity Investors Limited and Seacrest 
      Capital Limited (2)

10.25 Form of Subordinated Note Extensions, Stock Options and Subordination 
      Agreement relating to the extension of $1,250,000 of Subordinated 
      Notes, and options to purchase 125,000 shares of the Company's Common 
      Stock (2)

10.26 Fourth Amendment to the Credit Agreement between the Company and 
      American National Bank & Trust Company of Chicago dated as of 
      December 16, 1996 (12)

10.27 Fifth Amendment to the Credit Agreement between the Company and 
      American National Bank & Trust Company of Chicago dated as of 
      December 17, 1996 (12)

10.28 Sixth Amendment to the Credit Agreement between the Company and 
      American National Bank & Trust Company of Chicago dated as of 
      January 30, 1997 (12)

10.29 Credit Agreement between the Company and The Provident Bank dated as of 
      June 20, 1997  (13)
		
10.30 First Amendment to Credit Agreement between the Company and 
      The Provident Bank dated as of July 16, 1997 (13)

21.1		Subsidiaries (4)

23.1  Consent of Arthur Andersen LLP (filed herewith)

23.2  Consent of Price Waterhouse LLP (filed herewith)

27.1  Financial Data Schedule (filed herewith)



_____________________________

(1)	 Previously filed with Registration Statement on Form SB-2, No. 33-76530C 
     filed on August 17, 1993, and incorporated herein by reference.

(2)	 Previously filed with Registration Statement of Form S-3, No. 333-19313,
     and incorporated herein by reference.

(3)	 Previously filed with Post-effective Amendment Number 1 to the 
     Registration Statement of Form SB-2, No. 33-67530C filed on 
     January 19, 1994, and incorporated herein by reference.

(4)	 Previously filed with the Annual Report on Form 10-K for the year ended 
     April 30, 1994 and incorporated herein by reference.

(5)	 Previously filed with the Company's Form 10-Q/A-1 for the quarter ended 
     July 31, 1995 and incorporated herein by reference.

(6)	 Previously filed with the Company's Form 8-K on June 7, 1995, reporting 
     Date of Event May 26, 1995, and incorporated herein by reference.

(7)	 Previously filed with the Annual Report on Form 10-K for the year ended 
     April 30, 1995, and incorporated herein by reference.

(8)	 Previously filed with the Company's Form 10-Q for the quarter ended 
     October 28, 1995, and incorporated herein by reference.

(9) 	Previously filed with the Company's Annual Report on Form 10-K for the 
     year ended February 3, 1996, and incorporated herein by reference.

(10)	Previously filed with the Company's Form 10-Q for the quarter ended 
     August 3, 1996 and incorporated herein by reference.

(11)	Previously filed with the Company's Form 10-Q for the quarter ended 
     November 2, 1996 and incorporated herein by reference.

(12) Previously filed with the Company's Annual Report on Form 10-K for 
     the year ended February 1, 1997, and incorporated herein by reference.

(13) Previously filed with the Company's Form 10-Q for the quarter ended 
     August 2, 1997, and incorporated herein by reference.


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