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 FEBRUARY 1, 1997

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
      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.)

           919 SPRINGER DRIVE
           LOMBARD, ILLINOIS                           60148
     (Address of principal executive offices)        (Zip Code)

      Registrant's telephone number, including area code: (630) 953-8440
          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 the Form 10-K.  X

      The aggregate market value of the $.01 par value Common Stock held by
non-affiliates of the registrant on April 28, 1997, based upon the last
reported sale price on that date on the Nasdaq National Market of $6.25 per
share, was approximately $35,663,000.

      Registrant had 5,706,028 shares of $.01 par value Common Stock,
outstanding as of April 15, 1997.

                      DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of the Registrant's definitive Proxy  Statement  for  its  1997
Annual Meeting of  Shareholders,  which  will  be filed with the Securities and
Exchange Commission within 120 days of February  1,  1997  are  incorporated by
reference into Part III hereof.

                                    PART I

ITEM 1. BUSINESS

     GENERAL

     The  Company is a direct mail catalog company, specialty retailer  and
wholesaler  that designs, assembles and markets a diverse range of personal
and business  motivational and self-improvement products, many of which are
the Company's own  proprietary  designs.   Successories'  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,  or  as customer gifts.  The Company's products also appeal to
individuals for both  personal  and professional motivation, and for gifts.
The Company's products are also purchased  by  organized  sports  teams and
individual athletes for motivational or inspirational purposes.

     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 (both catalog and telemarketing),  retail  sales
(both franchise, co-retailing and Company-owned stores), and wholesale 
distribution.

     As of February  1,  1997, there were 95 SUCCESSORIES retail stores, 48
of which were Company- owned  and  47  were  franchised.   The Company also
owns and  operates one British Links retail store.  For the  fiscal  year
ended February  1, 1997, the Company mailed a total of 11.7 million catalog
pieces.   The  following  table  shows  the  number  of  Company-owned  and
franchised retail  locations  open at the beginning of the fiscal year, the
number opened and closed during  the fiscal year, and the total open at the
end of the fiscal year:

                              Company-Owned Franchised
                                     Locations  Locations

     At February 3, 1996              54         43

     Opened                            8          6

     Acquired (British Links)          1          0

     Closed                          (14)        (2)

     At February 1, 1997               49        47

     The  operating  subsidiaries  (the   "Subsidiaries")  of  the  Company
commenced  operations in 1985 and their original  owners  included  certain
current officers  and  directors  of  the Company.  In October 1990, Primus
Development Group II Ltd. ("Primus") acquired in excess of 90% of the share
ownership 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 shares of the Operating  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  and for customer
gifts.   The  Company's products also appeal to many individuals  for  both
personal and professional motivation and for gifts.

     As of February  1,  1997,  the Company offered a total of 3,500 stock-
keeping units ("SKUs"), of which  2,250 are available to the retail stores.
SUCCESSORIES retail stores generally  carry  an  average  of  850  SKUs and
kiosks carry an average of 550 SKUs.  The Company's SUCCESSORIES catalog
carries  approximately 500 SKUs in the 40-page version and 700 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.   In  addition,  the  Company produces posters with  motivational
messages without photography.  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 Trade Dress.
The prints within each  product  grouping  are  also similar in size.  Most
framed  art comes in a high-quality aluminum frame  with  an  electroplated
high-gloss  black  finish.   High-quality tempered glass is used for safety 
reasons 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
produced in house. The Company also purchases other merchandise from third
parties.  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.

     The Company recently  acquired  British  Links  Golf Classics, Inc., a
Dallas, Texas-based catalog company which sells "a tradition  of  fine golf
gifts,  art and collectibles."  Although the major product category is
wall decor the Company also sells watches,  pens, wall plaques,  clocks,
framed  prints,  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
one or two 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  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 catalog mailing list.

     For the fiscal year ended February 1, 1997, retail  revenues including
Company-owned  stores  were  approximately  34%  of  total revenues,  while
revenues  derived from direct mail sales were approximately  49%  of  total
revenues.   Revenues  for  the fiscal year ended February 1, 1997, from all
other sources (including wholesale  revenues, product sales to franchisees,
franchise fees and royalty income) were  approximately 17% of the Company's
total revenues.

     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 February 1, 1997.

     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  mail  and  retail customers may be returned promptly
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, corporate training managers and athletic
coaches 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  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, Successories maintains  an ongoing prospecting effort by
testing various  mailing  lists and evaluating  people'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 
February  1, 1997, the Company mailed approximately 11.7 million Successories
catalogs.

     During  1996,  the  Company acquired the stock of British  Links  Golf
Classics, Inc., a Dallas,  Texas-based catalog company specializing in golf
wall decor and high-end golf gifts.   The  Company  believes  that,  due  to the
popularity  of  golf  and  its  acceptance  in  the business community, the
Company  will  be  able  to  generate incremental sales  of  British  Links
products to the Company's in-house  mailing  list  of  business executives,
entrepreneurs  and sales people.  British Links produced  four  digest-size
issues of the British  Links catalog with an average number of 64 pages per
issue and mailed approximately  two  million  catalogs  during  the  period
October 1996 through February 1, 1997.


          RETAIL SALES

               COMPANY-OWNED STORES

     The Company's retail locations  consist of stores and kiosks primarily
located  in  shopping  malls.   The  Company's   SUCCESSORIES  stores  were
introduced  in early 1991.  As of February 1, 1997,  the  Company  owned  a
total of 49 retail  locations,  including  44  stores  and  5  kiosks.  The
Company's retail stores are located in the District of Columbia, Canada and
the following states:

     Arizona        Indiana        Oklahoma
     California     Maryland       Pennsylvania
     Colorado       Massachusetts  Texas
     Florida        Michigan       Virginia
     Georgia        Minnesota      Wisconsin
     Illinois       New York

     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.

     Retail  Division  plans  currently  call for moderate expansion in the
next fiscal year with focus on profit enhancement  at  existing company-owned
stores and kiosks, rather than on new store revenues.

    In April, 1997, the Company signed a three-year agreement with  
Waldenbook  Company, Inc., a subsidiary of the Borders Group, Inc., whereby 
Successories  will add  retail kiosks to be owned and operated by Waldenbook.
These  kiosks  will be open from September through January. The Company 
expects approximately 100 of these kiosks to be opened in 1997, the first 
year of the agreement.

 
     WHOLESALE DISTRIBUTION

     The  Company  sells  products to a number of wholesale customers.   In
1996,  the  Company designed  and  introduced  the  WINNERS<reg-trade-mark>
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.

     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.

          SALES TO FRANCHISEES

     The  Company's   franchising   strategy  is  to  broaden  its  product
distribution through sales to franchisees.   The Company attracts qualified
franchise operators with a low initial franchise  fee. The franchisee then
purchases for resale Company manufactured products and 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 most products 
sold by franchisees. Product sales  to franchisees are typically made at a
discount to retail or at product cost plus a certain percentage.

     FRANCHISING PROGRAM

     The Company has devised a strategy whereby the development of Company-
owned stores is  concentrated  on  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.

     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
Successories  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  its  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 operators with a low initial
franchise fee.  The franchised store purchases Company products or products
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.   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.

     Franchisees currently pay a monthly royalty to the Company  of  2%  of
franchise  gross  sales.   All  franchisees  are  further required to spend
between $2,000 and $3,000 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, express 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 by giving them a distinctive trade dress.

     EMPLOYEES

     As of February 1, 1997, the Company employed 562  persons, 316 of whom
were  employed  full time.  Of this total, 249 were employed  at  corporate
headquarters   in   marketing,    manufacturing,   order   fulfillment   or
administrative capacities, and 313  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 all Company stores  from  various  property  owners
under  terms  typical  in  enclosed  mall,  strip  shopping center or hotel
leases. Lease terms 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.

     The Company  leases  its executive offices and manufacturing/warehouse
space in Lombard, Illinois,  under  the  terms  of  a lease agreements  which
expire May 31, 1997.  Its executive offices occupy 29,313  square feet and
its manufacturing/warehouse facilities occupy 92,632 square feet.   In July
1996  the  Company  executed  a  lease for a new corporate headquarters and
manufacturing/warehouse  facility.   The  lease is for approximately 30,000
square    feet   of   office   space   and   100,000   square    feet    of
manufacturing/warehouse  space  located  in  Aurora,  Illinois.   The lease
commences June 1, 1997 for a 12-year term.

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 REGISTRANT

NAME                AGE  PRINCIPAL OCCUPATION FOR LAST FIVE YEARS

Arnold M. Anderson  52 Chief Executive  Officer,  Chairman of the Board and
                    Director  for  the  Company  since   June  1995;  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 Operating Subsidiaries.

James M. Beltrame  53 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.

M. Andrew King 39   Vice President  and  Chief  Financial Officer from June
                    1996;  Vice President of Administration  and  Treasurer
                    for  the  Company  since 1995; prior thereto, Treasurer
                    for  RTO  Enterprises   since   1991;   prior  thereto,
                    principal owner of Birchwood Financial Group.

Timothy C. Dillon 34 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.

Raymond A. Mackie  57 Vice President of Manufacturing  Operations  for  the
                    Company  since  April  1995;  prior thereto, Operations
                    Manager of Ivex Packaging Corporation since 1993; prior
                    thereto,  Vice  President  of Operations  for  Hexacomb
                    Corporation since 1990.

Michael H. McKee  43 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 Operating Subsidiaries.

John F. Halpin  43  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  36  Senior Vice  President  of Business Development for the
                    Company and its predecessor  since  October 1990; prior
                    thereto,  held  various  positions with  the  Operating
                    Subsidiaries.

Jill K. Werner       41  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.





                              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 closing bid prices for
the Company's Common Stock as reported by  the  NASDAQ Stock Market for the
applicable periods shown.

                                              BID PRICE RANGE

 Fiscal Year Ended February 3, 1996             HIGH     LOW

          First Quarter                         $9.125  $6.25

          Second Quarter                         7.625   5.625

          Third Quarter(Ended 
          February    3,    1996)                9.25    6.75

     Fiscal Year Ended February 1, 1997

          First Quarter                          $9.125  $7.750

          Second Quarter                          8.375   5.125

          Third Quarter                           7.625   4.875

          Fourth Quarter                          8.250   6.375

     As of April 15, 1997, the number of holders of record of the Company's
Common  Stock  was  approximately  602,  and there were approximately 1,150
beneficial owners of the Company's Common Stock.

     On December 17, 1996, the Company sold 1,212 shares of its Series B
Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") to
Infinity Inventors, Ltd., a non-U.S. person ("Infinity"), and Seacrest
Capital Limited, a non-U.S. person ("Seacrest"), for $5,000,000 in cash
in a non-public transaction exempt from registration pursuant to Regulation
D under the Securities Act.  Each share has a liquidation preference of $5,000
(the "Liquidation Preference") and a par value of $100 per share.  The Series
B Preferred Stock shares are entitled to a dividend at a rate of 4.95% per
annum.

     Each share of Series B Preferred Stock is convertible into that number
of shares of Common Stock obtained by dividing the Liquidation Preference
by the lesser of (X) $9.00 and (Y) the average of the closing bid prices
per share of Common Stock on NASDAQ for the five consecutive trading days
immediately preceding the date of determination (the "Market Price").  The
Conversion Price may be increased by an amount equal to the formula:

               I = (C = (1.25 x 9.00)) /2, where
               I = Increase in Conversion Price
               C = Market Price

     All outstanding Series B Preferred Stock shall automatically be 
converted into Common Stock on December 17, 1998; provided, however, that the
conversion right of a holder of Series B Preferred Stock is limited (subject
to certain exceptions) so that in no instance shall the maximum number of
shares of Common Stock which such holder may receive on conversion exceed
at any one time, an amount equal to the remainder of (X) 4.99% of the then
issued and outstanding shares of Common Stock following such conversion minus
(Y) the number of shares of Common Stock of the Company then owned by such
holder; and provided, further, that the Company shall not be obligated to
honor any conversion (including any automatic conversions on December 17,
1998) if after giving effect to the issuance of the shares of Common Stock,
the Company would not be in compliance with applicable National Association
of Securities Dealers corporate governance rules (the "Conversion Limit").
Any shares of Series B Preferred Stock which cannot be converted solely as
a result of the Conversion Limit must be redeemed by the Company for an amount
equal to the number of shares of Common Stock that would have been issued
upon such conversion uultiplied by the Market Price.

     For the year ended February 1, 1997, none of the shares of the Series B
Preferred Stock had been converted into common stock of the Company.
 
     On March 31, 1997, subsequent to the  year ended February 1, 1997, the
Company paid a cash dividend on preferred stock in the amount of $86,293.

ITEM 6. SELECTED FINANCIAL DATA

     The  following is selected financial data  for  the  Company  and  its
subsidiaries  for the three years ended April 30, 1995, the nine-month stub
period ended February  3,  1996  and  the year ended February 1, 1997.  For
discussion purposes, management refers  to  the  stub period of May 1, 1995
through February 3, 1996 as the nine months ended  February  3,  1996.  Per
share  amounts  have  been  adjusted to reflect a 3 for 2 stock split  paid
April 12, 1994.

                                                        Nine Months
                                                          Ended     Year Ended
                                YEARS ENDED APRIL 30   FEBRUARY 3,  FEBRUARY 1,
                                   1993    1994   1995    1996          1997
                                        (In thousands, except per share data)
STATEMENT OF OPERATIONS DATA:

Net  product  sales .           $12,478 $28,594 $42,809 $35,484     $56,032
Income (loss) before income taxes
and cumulative effect of change
in accounting principle  .  .     1,605   3,619  (7,745)   (688)     (2,347)

Income tax expense (benefit)        580   1,405    --     (1,388)    (2,609)

Income (loss) before cumulative effect
of  change  in  accounting
principle . . . . . . . . . .      1,025  2,214   (7,745)    700         262

Cumulative effect of change in accounting
principle for income  taxes   . .    580     --       --      --          --

Net income (loss) . . . . . . .   $1,605 $2,214   ($7,745)   700     $   262

Earning (loss) per common and
common share equivalent  . . .     $0.47  $0.50    ($1.60) $0.13       ($.16)

Weighted average number of common
shares and equivalents 
outstanding                    3,419,000 4,393,000 4,854,000 5,467,000 5,321,000

BALANCE SHEET DATA:
  Total  assets  .  . .            7,056    21,790    29,166    32,166    32,680
  Long-term  debt  .  .              618       218     8,275     8,528     4,094


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 books, 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  need.

     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 which
can be  used  to  reinforce  basic  business goals such as customer service,
attitude and teamwork, or to recognize  achievement and good performance, or
as customer gifts.  The Company's products  also  appeal  to individuals for
both  personal  and professional motivation, and for gifts. They are also  
purchased  by  organized  sports  teams  and  individual athletes for 
motivational or inspirational purposes.

     The Company  has  a wide range of customers, including corporate buyers
(executives,  sales  managers,   human  resource  managers,  and  production
managers of larger corporations),  entrepreneurial  buyers  (small  business
owners,  home  office  businesses,  and  sales  professionals),  as  well as
individual  consumers,  schools  and  athletic organizations.  The Company's
products  are  marketed  primarily  under  its   SUCCESSORIES   and  WINNERS
collection   trade   names   through  direct  marketing  (both  catalog  and
telemarketing), retail sales (both  franchise and Company-owned stores), and
wholesale distribution.

     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  twelve  months  ended February 1, 1997, the nine months ended
February 3, 1996, and the twelve  months ended April 30, 1995, retail sales,
direct  mail  sales  and  wholesale distribution  sales  accounted  for  the
following percentages of the Company's net product sales:

         For the 12 Months  For the 12 Months For the 9 Months For the 12 Months
               Ended              Ended              Ended         Ended
          FEBRUARY 1, 1997  FEBRUARY 3, 1996   FEBRUARY 3, 1996 APRIL 30, 1995

Retail           34%                 36%                35%            31%
Direct Mail      49%                 46%                46%            49%
Wholesale
Distribution*    17%                 18%                19%            20%
__________________________________
*Includes sales to franchisees.

     The gross profit margins for retail sales attributable to Company-owned
stores is slightly lower than direct marketing sales due to more 
non-proprietary products being sold in retail.  The gross profit margin for
wholesale  sales  and sales to franchisees is lower, since these sales are 
made primarily at a significant discount from retail price.

     During the fiscal year ended April  30,  1994,  the Company repurchased
franchise  development  territories  from a number of franchisees.   At  the
inception of the Company's franchise program,  the Successories retail store
concept was in the initial stages and the Company  had  not  fully developed
its  plans  for  the expansion of its retail system.  The Company  initially
sold franchise development  territories  to individual franchisees, granting
each franchisee the right to develop multiple  retail locations in a cluster
within  the  defined  territory.  As this program progressed,  however,  the
existing  franchisees  were   either  unwilling  or  unable  to  develop  an
acceptable number of retail locations within their respective territories in
the time frame required to take maximum advantage of the opportunity.
As a result, the Company initiated  a  program  to  repurchase  the existing
franchise   development   territories   that   were   perceived   as   being
underdeveloped,  and  implemented  an  ongoing  strategy to offer franchises
predominantly in areas that would not support the  development  of  multiple
retail  locations.  During fiscal 1995, the Company completed the repurchase
of  those   major   metropolitan   areas   that   were  perceived  as  being
underdeveloped,  including  Atlanta, Georgia; Los Angeles,  California;  and
Denver, Colorado.  The Company's  franchise  agreements  do  not require the
Company  to  purchase  the  franchise  and  the  Company  does not expect  a
continuing pattern of such repurchases in the future.  The  Company believes
that  the  areas subject to franchise development territory agreements  that
remain in effect  are  being  adequately  developed so as not to require any
immediate additional repurchase efforts.

     RESULTS OF OPERATIONS

     The  following  table  sets  forth,  for  the  periods  indicated,  the
percentage of net product sales and the percentage  change  versus the prior
period   for   each  line  item  presented,  as  taken  from  the  Company's
Consolidated Statements  of  Operations.   The  reader  should note that the
twelve  months  ended February 1, 1997 are being compared to  the  unaudited
results for the 12  months ended February 3, 1996.  Furthermore, the results
for the nine months ended February 3, 1996 are compared to unaudited results
for nine months ended January 31, 1995 (dollars in thousands).


                          12 MONTHS ENDED                    1997   VS  1996 
                   FEBRUARY 1, 1997   FEBRUARY 3, 1996      INCREASE(DECREASE)
                  AMOUNT      %       AMOUNT      %         AMOUNT         %

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        32,475   58.0      26,281   57.0         6,194       23.6
Fees, royalties 
& other             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
charges            31,751    56.7       32,513  70.5            762       2.3
Income (loss) from
operations before
special charges     2,004     3.5       (5,294) (11.5)        7,298     137.9
Special charges     2,701     4.8           0     0.0         2,701      N/A
Loss from operations(697)    (1.3)      (5,294) (11.5)        4,597      86.8
Other income 
(expenses)        (1,650)    (2.9)      (1,283)  (2.8)          367      28.6
Loss before 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      N/A
Net Income (loss)   $262      0.5      ($5,189)  (11.2)       $5,451     105.0



                      9 MONTHS ENDED                        1996   VS. 1995    
                 FEBRUARY 3, 1996  JANUARY 31, 1995       INCREASE(DECREASE)
                 AMOUNT      %          AMOUNT   %         AMOUNT         %

Net product sales $35,484  100.0     $32,147  100.0     $   3,337       10.4
Cost of goods sold 13,310   37.5      14,193   44.2          (883)      (6.2)
Gross profit       22,174   62.5      17,954   55.8         4,220       23.5
Fees, royalties
& other               741    2.1       1,143    3.6          (402)     (35.2)
Gross margin       22,915   64.6      19,097   59.4         3,818       20.0

Operating expenses,
excluding  special
charges            22,724   64.0      20.478   63.7          2,246      11.0
Income (loss) from
operations before
special charges       191    0.6      (1,381)  (4.3)        1,572      113.8
Special charges       0      0.0         0      0.0             0        0.0
Income (Loss) from
operations            191    0.6      (1,381)   (4.3)       1,572      113.8
Other income 
(expenses)           (879)  (2.5)       (475)   (1.5)         404       85.1
Income before taxes  (688)  (1.9)     (1,856)   (5.8)        1,168      62.9
Income tax benefit (1,388)  (3.9)         0      0.0         1,388       N/A
Net Income (loss)    $700    2.0     ($1,856)   (5.8)       $2,556     137.7

     TWELVE  MONTHS  ENDED FEBRUARY 1, 1997 COMPARED TO TWELVE MONTHS ENDED
     FEBRUARY 3, 1996

     Net product sales  for  the  twelve  months  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% of the increase is attributable to retail sales
and  64%  of the increase is attributable  to  increased  direct  marketing
sales.  Same  store  sales  showed  strong  improvement with an increase of
$1,345,000  or  9.3% for the twelve months 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 during the twelve
months ended February 1, 1997, decreased to approximately 11.7 million from
13.8 million pieces mailed for the same period in the prior year.

     Cost of sales as a percentage of  net  sales  was  42%  for the twelve
months  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 special charges declined as a percentage
of net sales to 56.7%  for  the  twelve  months  ended  February  1,  1997,
compared to 70.5% for the same twelve-month period in the prior year.   The
reduction in operating expenses as a percentage of net sales is 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  twelve
months ended February 1, 1997 which is comprised primarily of:  a)  reserve
for  certain   costs   associated   with   the   Company's  relocation  and
consolidation  of  its manufacturing and distribution  facilities  and  its
business offices into  a  new facility in Aurora, Illinois;  b) reserve for
costs associated with a plan  to close up to five Company-owned stores that are
not performing profitably;  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 twelve  months  ended  February  1,
1997, an increase of $337,000 as a result of additional borrowings.

     For the twelve months ended February 3, 1996 and February 1, 1997, the
Company  has  recorded  a  net  tax  benefit  of $1,388,000 and $2,609,000,
respectively, which relates mainly to the recognition  of  a  portion of
the net deferred tax asset which was generated as a result of net operating
losses  incurred  in prior periods, as well as the benefit associated  with
the loss before taxes in the current period.

     At February 1,  1997,  net deferred tax assets were $5,375,000 after a
valuation allowance of zero.   The  Company believes it is more likely than
not that $5,375,000 of the available  NOL  carryforwards  will  be utilized
prior to their expiration.

     To  the  extent  that  the  NOL  carryforwards and existing deductible
temporary  differences  are  not  offset  by   existing  taxable  temporary
differences   reversing  within  the  carryforward  period,   approximately
$13,500,000 of  the  remaining net operating loss carryforwards is expected
to be realized by achieving  future  profitable  operations,  based  on the
following:

     1.   Significantly improved operating earnings during the prior fiscal
          year,  excluding  the impact of certain one-time special charges.
          Continued improvement is anticipated in future years.

     2.   Significant cost containment  efforts  continued  to intensify in
          the  prior  fiscal  year  and  included  head  count  reductions,
          improved  inventory management, reduced capital expenditures  and
          hiring freezes  for  most  of  the year and enhanced control over
          catalog-related expenses.

     3.   Future  cost containment efforts  will  continue  into  the  next
          fiscal year  and include closing under-performing stores, scaling
          back or eliminating  certain  under-performing catalogs, reducing
          the  number  of  prospecting catalogs  to  be  sent,  and the
          relocating  and  consolidating   of   the   Company's  corporate,
          manufacturing and distribution facilities.

The NOLs do not begin to expire until the year 2005.

     As  indicated above, realization of the recorded net  tax  benefit  of
$5,375,000  is dependent upon generating sufficient taxable income prior to
expiration of  the NOL carryforwards.  Although realization is not assured,
the Company believes  that  it  is  more  likely than not that the recorded
benefit will be realized.  However, the amount of such realization could be
either increased or reduced in the near term if estimates of future taxable
income during the carryforward period are changed.

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

     NINE  MONTHS  ENDED  FEBRUARY  3,  1996  COMPARED TO NINE MONTHS ENDED
JANUARY 31, 1995

     Net product sales for the nine months ended February 3, 1996 increased
10.4%  to $35,484,000 compared to $32,147,000 for  the  nine  months  ended
January   31,   1995.   Of  the  $3,337,000  net  product  sales  increase,
approximately 30%  of  the increase is attributable to retail sales and 58%
of the increase is attributable  to increased direct marketing sales.  Same
store sales were basically flat with  a  modest increase of $35,000 or 0.4%
for the nine months ended February 3, 1996,  when compared to the same time
period in the prior year.  As of February 3, 1996,  the Company operated 54
retail  locations  compared  to  50  locations  as  of  January  31,  1995.
Franchise locations decreased to 43 locations from 46 at  January 31, 1995.
The number of Direct Mail pieces during the nine months ended  February  3,
1996,  increased  to  approximately  10.3  million  from 9.8 million pieces
mailed for the same period in the prior year.

     Cost  of  sales as a percentage of net sales was 37.5%  for  the  nine
months ended February  3,  1996,  compared to 44.2% for the same nine-month
period ended in the prior year.  The  decrease  in  the  cost of goods sold
percentage  from  1996  to  the  prior  year  is  primarily  the result  of
improvements  in  labor  and  overhead,  as  well as streamlining that  has
occurred in the Company's order fulfillment system.

     Operating expenses were basically flat as  a percentage of net sales at
64.0% for the nine months ended February 3, 1996, compared to 63.7% for the
same  nine-month period in the prior year.  The improvements  made  in  the
nine months  ended  February  3,  1996,  due  to  cost  reduction  programs
implemented by the new management team, are somewhat masked due to one-time
costs  associated with significant organizational changes (i.e., severance,
etc.).

     Interest  expense  increased  from  $334,000 for the nine months ended
January 31, 1995 to $866,000 for the nine months ended February 3, 1996, an
increase of $532,000.  This increase reflects  additional borrowings over the
prior period , as well as $120,000 of fees paid in association with the 
amendments to the existing term loan.

     Income tax expense for the nine months ended  January  31,  1995,  was
zero  as  the  Company  had incurred a net loss.  For the nine months ended
February 3, 1996, the Company has recorded  a net tax benefit of $1,388,000
which relates to the recognition of a portion of the net deferred tax asset
which was generated as a  result  of net operating losses incurred in prior
periods.

     At April 30, 1995, the Company  had  determined,  based  upon evidence
then  available,  that  a  valuation  allowance  of $3,897,000 was required
against net deferred tax assets at that date due to  the  uncertainty as to
whether  the  benefits of net operating loss (NOL) carryforwards  would  be
realized.  At that  date, such valuation allowance reduced net deferred tax
assets to zero.  At February  3,  1996, net deferred assets were $1,600,000
after a valuation allowance of $2,635,000.  The Company believes that it is
more likely than not that $1,600,000  of  the  available  NOL carryforwards
will be utilized prior to their expiration.

     To  the  extent  that  the  NOL carryforwards and existing  deductible
temporary  differences  are  not  offset   by  existing  taxable  temporary
differences reversing within the carryforward  period,  $1,600,000  of  the
remaining  net  operating  loss carryforwards is expected to be realized by
achieving future profitable operations based on the following:

     1.   During the period  May  1,  1995  through  February  3, 1996, the
          Company launched a turnaround strategy to improve performance  by
          implementing   a  cost  reduction  program  and  enhancing  asset
          utilization.   Specifically,   this  strategy  included:   (a)  a
          corporate  office  restructuring  that  resulted  in  head  count
          reductions; (b) efforts to increase  recipients  of  the  Company
          catalog;  (c)  implementation  of  more  sophisticated systems to
          better track marketing efforts and enhance  inventory management;
          (d)  utilization  of  outside  consultants  to  assist   in   the
          development   of   a   more  efficient  process  flow;  and,  (e)
          implementation of improved budgeting, forecasting and performance
          monitoring techniques.

     2.   The improved budgetary,  forecasting  and  performance monitoring
          techniques have permitted the Company to more  accurately project
          future  results  of  operations  and  to  better  understand  the
          sensitivity of various factors of both revenues and costs.

     3.   While  pre-tax operations for the period ended February  3,  1996
          resulted in a pre-tax loss of $688,000, the Company believes that
          operations for the period would have been profitable had they not
          been  adversely affected by the neccessary implementation of the
          strategy described above which resulted in significant non-recurring
          charges.  These improved results for the period ended February 3,
          1996 compare with a  net  loss  of  $7,745,000 for the year ended
          April 30, 1995.

The NOLs do not begin to expire until the year 2005.

     As indicated above, realization of the recorded  net  tax  benefit  of
$1,600,000  is  dependent  on generating sufficient taxable income prior to
expiration of the NOL carryforwards.   Although realization is not assured,
the Company believes that it is more likely  than  not  that  the  recorded
benefit will be realized.  However, the amount of such realization could be
either increased or reduced in the near term if estimates of future taxable
income during the carryforward period are changed.

     The  Company  reported  a  net  income of $700,000 for the nine months
ended February 3, 1996 compared to a net  loss  of  $1,856,000 for the nine
months ended January 31, 1995.

     LIQUIDITY AND CAPITAL RESOURCES

     Net cash of $2,283,000 was used in the Company's  operating activities
for  the  twelve  months  ended February 1, 1997, compared to  $74,000  for
fiscal 1996 and $5,170,000  in  fiscal  1995.   The  increase  in cash used
during  the  most  recent  period,  when  compared to the prior period,  is
primarily the result of the reducing accounts  payable by $4.3 million from
$6.6 million at February 3, 1996 down to $2.3 million  at February 1, 1997.
During  fiscal  years  1994  and  1995,  the  Company  provided   financing
arrangements  to  certain  of  its  franchisees.   As  of February 1, 1997,
$72,000 was due from franchisees in the form of notes receivable,  compared
to  $252,000  due at February 3, 1996.  The Company has no plans to provide
financing to any of its franchisees in the future.

     The Company's  allowance  for  doubtful  accounts  and  sales  returns
decreased from $719,000 as of April 30, 1995 to $500,000 as of February  3,
1996.   The allowance remained basically flat at $506,000 as of February 1,
1997.  The  decrease  from  1995  to  February  3,  1996  reflects improved
processes  implemented  by  the Company's financial management,  which  has
resulted in fewer accounts that  involve  credit  risk.   Furthermore,  the
Company  has  implemented  new  collection procedures that have reduced the
overall aging (past due status) of accounts receivable.

     For the year ended February  1,  1997,  net  cash  used  in  investing
activities was $1,125,000 compared to $1,679,000 for the nine months  ended
February  3,  1996 and $6,036,000 in fiscal 1995.  The capital expenditures
for the twelve  months ended February 1, 1997 were primarily for new retail
stores, as well as  for  manufacturing  and  data  processing equipment and
systems.  Also in the current fiscal year, the Company  purchased the stock
of British Links Golf Classics, Inc. for $1,260,000 which is comprised of a
combination of cash, Successories stock and promissory notes.  (See  Note 3
in  the  Notes  to Consolidated Financial Statements.)  The Company expects
moderate expansion of its retail stores during the coming fiscal year.

     Net cash provided  by  financing  activities  during the twelve months
ended February 1, 1997, was $2,178,000, compared to $1,805,000 for the nine
months ended February 3, 1996 and $11,478,000 in fiscal  1995.  At February
1, 1997, options for 982,000 shares were outstanding, of which 469,000 were
exercisable.   These options were issued at exercise prices  equal  to  the
fair market value  of  the underlying common stock at the date of grant.  A
portion of such options  are  below  current  market value and a portion of
such options are above current market value.

     During the twelve months ended February 1,  1997,  the  Company issued
Series A and B preferred stock.  Net proceeds were $6,382,000 and were used
to pay down existing debt and accounts payable.  (See Note 15  in the Notes
to Consolidated Financial Statements)

     On  January 12, 1995, the Company sold 150,000 shares of common  stock
for $13.2825  per  share,  or  an  aggregate  of $1,992,375 in an off-shore
transaction  to  a  non-U.S.  person  pursuant to Regulation  S  under  the
Securities Act.  Regulation S is a safe  harbor exemption from registration
under the Securities Act for sales of securities  that  occur  outside  the
U.S.   The  proceeds  of  the  sale  were  used for working capital to fund
product inventories for the holiday season.

     On October 25, 1994, the Company entered  into  a credit facility with
its bank.  The facility was comprised of two revolving  lines of credit:  a
$7,500,000  Fixed  Asset  Revolving  Loan  (the  Fixed Asset Loan),  and  a
$7,500,000  Revolving  Credit  Loan  (the  Working  Capital   Loan).   Both
facilities were unsecured.

     The Fixed Asset Loan was to expire on October 25, 1996, at  which time
it  was  to  convert  to  a fully amortizing three-year term loan.  At  the
option of the Company, the  Fixed Asset Loan bore interest at LIBOR reserve
adjusted rate ("LIBOR") plus  1.75%,  or  the  prime  rate plus 0.25%.  The
purpose  of  the  Fixed  Asset Loan was to fund the purchase  of  leasehold
improvements related to the opening of additional retail locations.

     The Working Capital Loan  was  to  expire on October 25, 1996.  At the
option of the Company, the Working Capital Loan bore interest at LIBOR plus
1.50%, or the prime rate.  The purpose of  the  Working Capital Loan was to
fund general working capital requirements.

     Under  its  credit  facility,  the  Company was required  to  maintain
certain financial ratios and levels of net  worth  and, among other things,
future indebtedness, dividends and capital expenditures were restricted.

     As of April 30, 1995, the Company was in default  of several covenants
contained  in  its  credit  facility.   As a result, on May 31,  1995,  the
Company and its bank executed an Agreement  ("the  Forbearance  Agreement")
which  revised the covenants set forth in the original credit facility  and
which  restricted  advances  on  the  Company's  Working  Capital  Loan  to
$500,000.   The  Forbearance  Agreement  expired  on July 31, 1995, and was
replaced  by  an  Amended  and  Restated  Credit  Agreement   ("the  Credit
Agreement").

     The Credit Agreement was comprised of a $10.0 million Term  Loan ("the
Term Loan") and a $3.0 million Revolving Loan ("the Revolving Loan").  Both
facilities are secured by all assets of the Company.  As of July 31,  1995,
amounts due to the bank under the original Loan Agreement were converted to
the Term Loan.

     On September 25, 1995, an amendment ("the Amendment") was made to  the
Credit  Agreement  that  lowered  the  borrowing  base  associated with the
Revolving  Loan.   The  Amendment:  (1)  reduced  the  borrowing  base  for
inventory to $6.0 million from $7.0 million; (2) reduced the borrowing base
for Accounts Receivable from $1.55 million to $1.0 million;  and  (3) fixed
the predetermined borrowing limit at $2.0 million.

     In  November 1995, the Company negotiated a total amount of additional
financing   of   $1.5   million.    This  amount  was  raised,  in  various
installments,  principally  from  management   (Mac   Anderson   and  James
M. Beltrame),  significant  shareholders, and various members of the Board  of
Directors.  The total principal  amount  carried an annual interest rate of
10%  and  matured November 1, 1996.  The $1.5  million  of  principal  also
contained warrants to purchase 120,000 shares of common stock at a price of
$4.725.  The  warrants  were granted to each lender on a specified pro rata
basis.  The Company extended  the  maturity  date  for  $1,250,000  of  the
original  amount  financed  through November 11, 1997.  The annual interest
rate  for the extended financing  remains  at  10%.   The  Company  granted
125,000  options  on  a  pro rata basis to each lender participating in the
extended financing.

     The Company reduced the  Term  Loan  by  $1  million as of January 31,
1996,  as  required  by  the  Credit Agreement.  The remaining  $9  million
matured May 1, 1996.  The Term  Loan  bears interest at the prime rate plus
1.0%.

     The Revolving Loan expired on January 1, 1996.

     On February 7, 1996, an amendment (the "Second Amendment") was made to
the Credit Agreement to reestablish the Revolving Loan which had expired on
January 1, 1996.  The Revolving Loan allowed  the  Company  to borrow up to
$2.5 million, subject to certain borrowing base restrictions.  Mr. Anderson
and Mr. Beltrame severally guaranteed one million dollars of  the Revolving
 Loan.

     On May 1, 1996, an amendment (the "Third Amendment") was made  to  the
Credit Agreement to extend the maturity date of both the Revolving Loan and
Term  Loan  to May 1, 1997.  The Agreement to extend the Term Loan maturity
date includes  a provision requiring a monthly principal payment of $75,000
effective June 1, 1996.

     On December  16,  1996,  the Credit Agreement (the "Fourth Amendment")
was amended to change the borrowing limitations under the Revolving Loan to
20% of Eligible Retail Inventory with all other borrowing base calculations
remaining unchanged.  The amendment also ratified the Company's acquisition
of British Links Golf Classics, Inc.

     On December 17, 1996, the  Credit  Agreement  was further amended (the
"Fifth Amendment") to reflect the payment by the Company  of  $4,000,000 on
the $8,475,000 Term Loan and the bank's agreement to increase the Company's
Revolving  Loan  to  a  maximum of $4,000,000.  The interest rate for  both
credit facilities was set  at  the  Prime  Rate in effect from time to time
plus one percent.  The maturity date for the  Term  Loan and Revolving Loan
were extended to May 1, 1998.  The amendment also requires  the  Company to
remit  monthly  principal  and  interest  payments on the Term Loan in  the
amount of $94,808.

     On January 30, 1997, the Credit Agreement  was  further  amended  (the
"Sixth Amendment") to allow for the execution of a standby letter of credit
by  the  Company which was previously restricted by the terms of the Credit
Agreement.  The ability to issue a standby letter of credit was required by
the Company  in  order  to provide adequate security in connection with the
Company's construction and  lease  of  a  new  corporate  headquarters  and
manufacturing facility.

     The  Company  believes  that internally-generated funds and the credit
facilities will be sufficient  to  meet  its current operating needs and to
fund anticipated capital expenditures in fiscal  year  ending  January  31,
1998.

     The  funding for the relocation to the new facility as well as related
leasehold improvements  of  approximately  $2,000,000 and the purchase of a
new computer system will be obtained by using  the  available $4,000,000 on
the  Revolving  Loan and any remainder will be obtained  through  operating
income of the Company.

     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 second  fiscal  quarter  (May through July).
The  effects of seasonality are greater in the Company's retail  operations
than  in  its  catalog  operations.   Most  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, management's long-term performance goals,
programs to reduce the Company's costs and enhance asset utilization, 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 From 10-K or in any document incorporated by reference
herein.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See  the  Index to 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 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 1997 annual  meeting  of  stockholders,  which  will  be filed with the
Securities and Exchange Commission within 120 days after February  1, 1997,
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  1997  annual meeting of stockholders,
which will be filed with the Securities and Exchange  Commission within 120
days after February 1, 1997, 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
1997  annual  meeting  of  stockholders,  which  will  be  filed  with  the
Securities and Exchange Commission  within 120 days after February 1, 1997,
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  1997 annual meeting of stockholders,
which will be filed with the Securities  and Exchange Commission within 120
days after February 1, 1997, 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

          2.   Financial Statement Schedules  are  incorporated  herein  by
               reference.   Such  Financial  Statements  and  Schedules are
               incorporated herein by reference.

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

     (b)  There were no reports  on Form 8-K filed during the quarter ended
          February 1, 1997.

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

     (d)  See Index to Financial Statements and Financial Schedules on page
          F-1.


ITEM  14(A).    INDEX  TO  FINANCIAL  STATEMENTS  AND  FINANCIAL  STATEMENT
SCHEDULES
                                                             PAGE

(1)  Financial Statements:

  Report of Independent Accountants....................F-2 & F-3
  Consolidated Balance Sheets................................F-4
  Consolidated Statements of Operations......................F-5
  Consolidated Statements of Changes in Shareholders' Equity.F-6
  Consolidated Statements of Cash Flows......................F-7
  Notes to Consolidated Financial Statements.................F-8

(2)  Financial Statement Schedule:
     Schedule II - Valuation and Qualifying Accounts

     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 financial  statements  or
notes thereto.

                                F-1


                 REPORT OF INDEPENDENT ACCOUNTANTS



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




We   have   audited   the   accompanying   consolidated  balance  sheet  of
Successories,  Inc.  (an  Illinois  corporation)  and  subsidiaries  as  of
February 1, 1997, and the related consolidated  statements  of  operations,
changes  in  stockholders'  equity and cash flows for the year then  ended.
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 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 audit
provides 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 February 1, 1997, and the results
of  its operations and its cash flows for the year then ended in conformity
with generally accepted accounting principles.

Our audit  was  made  for  the  purpose  of forming an opinion on the basic
consolidated financial statements taken as  a  whole.  The schedule on Page
S-1 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 financial
statements taken as a whole.




ARTHUR ANDERSEN LLP
Chicago, Illinois
April 18, 1997




                           REPORT OF INDEPENDENT ACCOUNTANTS

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



In our opinion, the accompanying consolidated balance  sheet at February 3,
1996 and the related consolidated statements of operations,  of  cash flows
and  of changes in stockholders' equity for the period May 1, 1995  through
February  3,  1996  and  for the year ended April 30, 1995 of Successories,
Inc. present fairly, in all  material  respects,  the  financial  position,
results   of  operations  and  cash  flows  of  Successors,  Inc.  and  its
subsidiaries  as of February 3, 1996 and for the period May 1, 1995 through
February 3, 1996  and for the year ended April 30, 1995, 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  audits.  We
conducted  our  audits  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 audits provide  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 the
pro forma information for the period
May 1, 1995 through February 3, 1996
presented in Note 10, the date of
which is April 18, 1997





                          SUCCESSORIES, INC.

                      CONSOLIDATED BALANCE SHEETS

                                           February 1,     February 3,
ASSETS                                       1997             1996
Current assets:
  Cash                                      $  -0-        $ 1,230,000
  Accounts and notes receivable, net         4,157,000      3,296,000
  Inventories, net                           8,970,000      9,088,000
  Prepaid catalog expenses                   2,006,000      3,725,000
  Other prepaid expenses                     1,180,000      1,067,000
Total current assets                        16,313,000     18,406,000

Property and equipment, net of accumulated
depreciation and amortization                8,000,000     10,615,000
Notes receivable, net                          301,000        471,000
Deposits                                       378,000        173,000
Deferred income taxes                        5,375,000      1,600,000
Intangible and other assets net of accumulated
  amortization of $1,065,000 and $925,000    2,313,000        901,000

Total assets                               $32,680,000    $32,166,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt         $2,215,000    $ 1,882,000
  Accounts payable                           2,318,000      6,652,000
  Reserve for stores to be closed              420,000             --
  Reserve for relocation-related expenses      497,000             --
  Other accrued expenses                       747,000      1,487,000
Total current liabilities                    6,197,000     10,021,000
Long-term debt                               4,094,000      8,528,000
Total liabilities                           10,291,000     18,549,000

Minority interests in consolidated
  subsidiaries                                 509,000          583,000

Commitments and contingencies

Mandatorily redeemable Series B 
Preferred stock -                             5,472,000            --
$100 par value, 1212 shares authorized and outstanding

Stockholders' equity:
  Common stock $.01 par - 20,000,000
    shares authorized; 5,703,000 and
    5,208,000 shares issued and
    outstanding, respectively                   57,000         52,000
  Common stock warrants                        370,000        370,000
  Additional paid-in capital                20,362,000     16,301,000
  Accumulated deficit                      (4,345,000)    (3,481,000)
  Foreign currency translation adjustment     (36,000)      (208,000)
Total stockholders' equity                  16,408,000     13,034,000
Total liabilities and stockholders' equity $32,680,000    $32,166,000

         The accompanying notes to consolidated financial statements
                       are an integral part of these balance sheets.

                             SUCCESSORIES, INC.

                    CONSOLIDATED STATEMENTS OF OPERATIONS


                                        Period May 1, 1995 
                        Year  Ended          through              Year Ended 
                      FEBRUARY 1,1997      FEBRUARY 3, 1996       APRIL 30, 1995

Net product sales         $56,032,000        $35,484,000           $42,809,000
Cost of goods sold         23,557,000         13,310,000            20,748,000

Gross profit on product    32,475,000         22,174,000            22,061,000

Fees, royalties and
other income                1,280,000            741,000             1,340,000

Gross margin               33,755,000         22,915,000            23,401,000

Operating expenses,
excluding special charges  31,751,000         22,724,000           30,267,000
Special Charges             2,701,000            -                     -

Income(loss) from
operations                   (697,000)           191,000          (6,866,000)

Other income (expense):
 Minority interests in
 subsidiaries                (184,000)            (100,000)          (181,000)
 Interest Income               19,000               48,000             49,000
 Interest expense          (1,491,000)            (866,000)          (622,000)
 Other                          6,000               39,000           (125,000)
Total other expense        (1,650,000)            (879,000)          (879,000)

Loss before income
taxes                      (2,347,000)            (688,000)         (7,745,000)

Income tax benefit         (2,609,000)          (1,388,000)              -

Net income(loss)           $  262,000        $     700,000         ($7,745,000)

Earnings (loss) per common and
common   equivalent   share ($   .16)        $        .13          ($     1.60)



                 The accompanying notes to consolidated financial statements
                   are an integral part of these statements.

                             SUCCESSORIES, INC.

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


                                                   Foreign
                            Additional             Currency            Total
             COMMON STOCK    Paid-In  Accumulated Translation      Stockholders'
           SHARES   AMOUNT  CAPITAL   (DEFICIT)    ADJUSTMENT WARRANTS EQUITY

Balance at
April 30,
1994     4,735,000  $48,000  $12,859,000 $3,564,000 ($28,000)       $16,443,000
Net loss                                 (7,745,000)                 (7,745,000)
Foreign currency
translation
adjustment                                            (29,000)          (29,000)
Common stock transactions:
Sales of
common
shares    158,000    1,000     2,033,000                              2,034,000
Exercise of
stock
options   224,000    2,000       919,000                                921,000

Balance at 
April 30,
1995    5,117,000   51,000    15,811,000 (4,181,000)  (57,000)      $11,624,000

Net income                                  700,000                     700,000
Foreign currency
translation
adjustment                                            (151,000)        (151,000)
Issuance of warrants                                           $378,000 378,000
Common stock transactions:
Sales of common
shares    79,000     1,000      433,000                                 434,000
Exercise of stock
options and 
warrants  12,000      -          57,000                          (8,000) 50,000

Balance at
February 3,
1996   5,208,000    52,000   16,301,000 (3,481,000) (208,000) 370,000 13,034,000

Net Income                                 262,000                      262,000
Foreign 
currency translation
adjustment                                           172,000            172,000
Preferred stock transactions:
Preferred stock
dividends                                  (33,000)                     (33,000)
Accretion of
Preferred stock
discount                                (1,093,000)                  (1,093,000)
Common stock
transactions:
British Links 
acquisi-
tion     91,000      1,000      499,000                                 500,000
Sales of common
shares   65,000      1,000      313,000                                 314,000
Conversion of Series A
pref-
erred  
shares  301,000      3,000    1,997,000                               2,000,000
Tax benefit of stock         
options exercised             1,050,000                               1,050,000
Exercise of
stock
options  38,000       0         202,000                                 202,000

Balance at 
February 1,
1997  5,703,000   $57,000  $20,362,000 ($4,345,000)($36,000)$370,000$16,408,000










              The accompanying notes to consolidated financial statements
                       are an integral part of these statements.

                                        SUCCESSORIES, INC.

                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                           Period May 1, 1995
                              Year Ended        through           Year Ended
                           FEBRUARY 1, 1997  FEBRUARY 3,1996     APRIL 30, 1995

Cash flows provided by
(used in) operating activities:

Net income (loss)                $  262,000       $  700,000      ($7,745,000)
Adjustments to reconcile 
net income (loss) to
net cash used in operating
activities net of effects of 
purchase transaction:
Depreciation & amortization
expense                           3,527,000        1,388,000        1,471,000
Deferred income taxes            (2,656,000)      (1,600,000)           --

                                  1,133,000          488,000        (6,274,000)
Changes in operating assets and
liabilities:
Accounts and notes receivable      (853,000)         485,000           239,000
Inventories                         428,000         (735,000)       (1,633,000)
Prepaid catalog expense           1,844,000       (1,166,000)         (314,000)
Other prepaid expenses             (113,000)         420,000          (732,000)
Accounts payable                 (4,617,000)         380,000         3,166,000
Reserve for stores to be closed     420,000             --               --
Reserve for relocation-related
expenses                            497,000             --               --
Accrued expenses                    689,000           271,000          366,000
Other                            (1,711,000)         (217,000)          11,000

Net cash used in operating
activities                        (2,283,000)         (74,000)      (5,170.000)

Cash flows from investing activities:
Net cash paid in acquisitions       (360,000)             -           (126,000)
Purchase of property and equipment  (765,000)       (1,679,000)     (5,910,000)
Net cash used in investing 
activities                        (1,125,000)       (1,679,000)     (6,036,000)

Cash flows from financing activities:
 Proceeds from issuing 
common stock, net                    314,000           434,000        2,034,000
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         922,000
Preferred stock dividends            (11,000)              --             --
Proceeds from debt borrowings      2,500,000          4,551,000      14,972,000
Repayments of debt                (7,209,000)        (3,237,000)     (6,450,000)
Net cash provided by financing
activities                         2,178,000          1,805,000      11,478,000

Net increase (decrease) in cash   (1,230,000)            52,000         272,000

Cash at beginning of period        1,230,000          1,178,000         906,000

Cash at end of period             $       0          $1,230,000      $1,178,000



                The accompanying notes to consolidated financial statements
                         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.),  a holding company, and
its subsidiaries, Celebrating Excellence  Inc.,  Celebrating  Excellence of
Illinois,  Inc., Celex Successories, Inc., Successories DFW Joint  Venture,
Successories  Minnesota  Joint  Venture and Successories of Illinois, Inc.,
(collectively, the "Company") is  in the business of creating and marketing
proprietary and purchased products  for  personal  and business motivation.
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  (both  catalog  and
telemarketing), retail sales (both franchise and Company-owned stores), and
wholesale distribution.   The  Company  operates  a  chain  of Successories
retail stores located primarily throughout the United States.  A portion of
the  Company's  sales  are made through the extension of credit.   Accounts
receivable from credit sales are generally unsecured.

The Company also operates a franchising program whereby it sells franchises
to  market  the  Celebrating   Excellence   line   of  products  under  the
Successories trademark. Notes receivable from franchisees,  when  accepted,
are secured by the personal guarantee of the franchisee as well as  by  the
assets of the franchise store.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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.

CHANGE IN REPORTING PERIODS AND YEAR END

Effective May  1, 1995, the Company changed its reporting period to a 4-5-4
week format. In addition, the Company changed its year end from April 30 to
the Saturday closest  to January 31 (i.e., February 1, 1997 and February 3,
1996).  The change was  made  to  conform  with  retail  industry reporting
practices.

PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  include  the  accounts   of   all
subsidiaries.   All significant intercompany accounts and transactions have
been eliminated in  consolidation.   The  financial  results  of  franchise
operations have not been reflected in the Company's financial statements.

REVENUE RECOGNITION

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

The  Company  recognizes  initial  franchise fee revenue when all  material
services  or conditions relating to the  sale  of  a  franchise  have  been
substantially  performed or satisfied; generally coincident with the retail
store opening.   No deferred revenue was recorded as of February 1, 1997 or
February 3, 1996.

The Company's franchise  agreements  generally require franchisees to remit
royalty payments of 2% of gross revenues  derived  from proprietary product
sales.  The Company records this income as earned.

ACCOUNTS AND NOTES RECEIVABLE, NET

These  receivables  include  $198,000 and $519,000 of notes  receivable  at
February 1, 1997 and February  3,  1996,  respectively.  Accounts and notes
receivable are net of an allowance for doubtful  accounts and sales returns
of  $506,000  and  $500,000  at  February  1,  1997 and February  3,  1996,
respectively.  As of February 1, 1997 and February  3,  1996, approximately
17% and 32%, respectively, of accounts and notes receivable  were  due from
Successories franchisees.

INVENTORIES, NET

Inventories  are stated at the lower of cost or market.  Cost is determined
using the first-in, first-out method.

PREPAID CATALOG EXPENSES

Prepaid  catalog   expenses   consist  primarily  of  catalog  and  related
production and mailing costs.   The Company changed its amortization period
for catalog costs effective February 1, 1995.  The effect of this change in
estimate increased amortization expense  for  the year ended April 30, 1995
by $702,000 and decreased net income by $702,000 ($0.14 per share).

Effective  May  1,  1995,  the  Company  adopted SOP  93-7,  "Reporting  on
Advertising  Costs,"  which outlines the accounting  for  direct  marketing
advertising  costs.   The   Company   expenses   the  production  costs  of
advertising as incurred, except for direct-response  advertising  which  is
capitalized  and  amortized  over  its  expected  period of future benefit.
Direct-response advertising consists primarily of mail  order  catalogs for
the  Company's  products.   The  capitalized costs of such advertising  are
amortized over the twelve-month period  following  the date the catalog was
mailed based upon historical patterns of catalog response.  The adoption of
this new accounting policy did not have a material effect on  the Company's
financial statements.

At  February  1,  1997  and  February  3,  1996, $2,006,000 and $3,725,000,
respectively, of advertising was reported as assets.

Advertising   expense   was  $11,062,000,  $7,353,000,   and   $11,471,000,
respectively, for the year  ended  February 1, 1997, the period May 1, 1995
through February 3, 1996 and the year ended April 30, 1995, respectively.

OTHER PREPAID EXPENSES

Prepaid licensing cost is being capitalized and amortized over a three-year
period.  Historically, this cost has been amortized over a two-year period.
The change in the amortization period  was  made  to better approximate the
product  lifecycle.   This  change  resulted in an increase  in  income  of
approximately $48,000 during the year ended February 1, 1997.



PROPERTY AND EQUIPMENT

Property  and  equipment  are  recorded  at   cost  with  depreciation  and
amortization provided for on a straight-line basis  over  the  estimated useful
lives  (ranging  from  3  to  15  years)  of the related assets.  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.

During  the  year  ended  February  4, 1996, the Company adopted  Financial
Accounting Standards Board Statement No. 121 (FAS 121), "Accounting for the
Impairment of Long-Lived Assets and for  Long-Lived  Assets  To Be Disposed
Of."  The Company recorded special charges 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 the
Company plans to replace during 1997  and certain leasehold improvements in
relation  to  the relocation to the Company's  new  manufacturing/warehouse
facility.

INCOME TAXES

The Company accounts  for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes."  Under this  Standard,  a deferred tax asset or liability is
determined  at  each  balance sheet date by  applying  rates  contained  in
currently  enacted  tax  laws   to   amounts  that  result  from  temporary
differences  in  the  financial statement  and  tax  basis  of  assets  and
liabilities.  Valuation  allowances are provided to reduce net deferred tax
assets to amounts for which  realization  is  assessed  as more likely than
not.

INTANGIBLE AND OTHER ASSETS

Intangible and other assets consist principally of costs  in  excess of the
fair  value  of  net  assets acquired in the purchase of certain businesses
(Note 3) and the repurchase  of  certain  distribution rights. Such amounts
are being amortized on a straight line basis  over 60 months to 480 months.
Such  assets  are  periodically  reviewed  to determine  recoverability  by
comparing their carrying value with expected future cash flows.

ACCOUNTS PAYABLE

Checks outstanding, net of approximately $67,000  at  February 1, 1997, are
included in Accounts Payable.

RESERVE FOR STORES TO BE CLOSED

Represents a reserve account established for certain costs  to  be incurred
in  connection with plans to close up to five under-performing stores during
the fiscal year ended January 31, 1998.

RESERVE FOR RELOCATION-RELATED EXPENSES

Represents  a reserve account established for certain costs associated with
relocating  and  consolidating  the  Company's  office,  manufacturing  and
warehouse facilities into a new facility in Aurora, Illinois.

EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss)  per  common  and  common equivalent shares are computed by
dividing net income (loss) less preferred  stock  dividends by the weighted
average number of common shares outstanding during  each  period presented,
including  common  share equivalents arising from the assumed  exercise  of
stock options and warrants.   Common  stock  equivalents have been excluded
from the calculation of earnings per common share  for the year ended April
30, 1995 because of their anti-dilutive effect.

FOREIGN CURRENCY TRANSLATION

The  financial  statements  of  the  Company's  foreign  subsidiaries   are
maintained  in  local  currency.   For  financial reporting purposes, their
balance sheets are translated at current  rates  of exchange at the balance
sheet dates and their statements of operations are  translated  at  average
rates  of  exchange  in effect during the reporting period.  The cumulative
effects of translation adjustments for the balance sheet are reflected as a
separate component of  shareholders'  equity.   Gains  and losses resulting
from  foreign  exchange  transactions  are  recorded  in  the  results   of
operations  of  the  period  in  which  they  occur.  Such amounts were not
significant in any period presented.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  amounts  of  receivables,  accounts  payable   and  accruals
approximate their fair values because of their short term maturities.   The
carrying  amount  of long term debt is also assumed to approximate its fair
value because such debt bears interest at floating rates.

RECLASSIFICATIONS

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

NOTE 3 - ACQUISITIONS:

The Company purchased all of the stock of British Links Golf Classics, Inc.
on  October  1, 1996 for approximately $1,260,000 which is comprised  of  a
combination  of   cash,  Successories  stock  and  promissory  notes.   The
promissory notes issued  by  the Company are subordinate to all other debt.
British Links Golf Classics, Inc.  is a Dallas, Texas-based catalog company
which sells golf wall decor and high-end golf gifts.

On October 15, 1995, the Company repurchased  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.

During the year ended April 30, 1995, the Company purchased  certain assets
and  assumed  certain  liabilities of franchisees who operated Successories
retail locations in Washington  D.C.,  Philadelphia,  Pennsylvania and Salt
Lake City, Utah.  The aggregate purchase price for these  acquisitions  was
$299,000,  including  cash of $126,000 and forgiveness of debt of $173,000.
In addition, the Company agreed to pay a royalty to the former owner of the
Washington D.C. franchise equal to 10% of the first $625,000 of gross sales
within a specific territory  and  3%  of  gross sales, for the period of 36
months thereafter, within the same specific territory.

All of the aforementioned acquisitions were  accounted for as purchases and
accordingly,  the acquired assets and liabilities  have  been  recorded  at
their estimated fair values at the acquisition date.

The results of  operations  of  the acquired businesses are included in the
accompanying financial statements from the respective dates of acquisition.
The  acquired  businesses  did  not  materially   impact  the  consolidated
financial position or results of operations for the  periods presented.  In
the  aggregate, the  businesses acquired represent less  than  10%  of  the
Company's consolidated assets and income from operations and the investment
in the  acquired  businesses is less than 10% of total Company assets as of
February 1, 1997 and February 3, 1996, respectively.

NOTE 4 - INVENTORIES:

Inventories are comprised of the following:

                             February 1,   February 3,
                                1997           1996
  Finished goods             $4,057,000    $5,706,000
  Raw materials               5,081,000     3,533,000
                              9,138,000     9,239,000
  Less - Reserve for
          obsolescence        (168,000)      (151,000)

                             $8,970,000    $9,088,000

NOTE 5 - PROPERTY AND EQUIPMENT:

Property and equipment consist of the following:

                            February 1,   February 3,
                               1997          1996
  Furniture and equipment   $ 8,052,000   $ 7,253,000
  Leasehold improvements      7,096,000     7,097,000
  Vehicles                       92,000        92,000

                             15,240,000    14,442,000
  Less - Accumulated depreciation
         and amortization    (7,240,000)   (3,827,000)

                            $ 8,000,000   $10,615,000

NOTE 6 - DEBT:

Debt consists of the following:

                            February 1,   February 3,
                               1997          1996

Line of credit facilities    $4,495,000    $9,000,000

Subordinated notes (unsecured),
less discount of $0 and $308,334 at
February 1, 1997 & February 3, 1996,
respectively                  1,250,000     1,192,000

Subordinated notes payable
(unsecured)                     400,000          -

Capital lease obligations       146,000       183,000

Other                            18,000        35,000
                              6,309,000    10,410,000

Less - Current portion        (2,215,000)  (1,882,000)

                              $4,094,000    $8,528,000


As of April 30, 1995,  the  Company  was  in  default  of several covenants
contained in the credit facility which was in effect at  that  date.   As a
result,  on  May  31, 1995, the Company and its bank executed a Forbearance
Agreement, which expired  on  July  31, 1995 and was replaced by an Amended
and Restated Credit Agreement (the "Credit Agreement").

The Credit Agreement was comprised of  a $10.0 million Term Loan (the "Term
Loan")  and a $3.0 million Revolving Loan  (the  "Revolving  Loan").   Both
facilities  are secured by all assets of the Company.  As of July 31, 1995,
the $9,150,000  amount  then  due  to  the  bank  under the original credit
facility  was  converted  to  the  Term Loan and additional  borrowings  of
$850,000 were made. As required, the  Company  reduced  the  Term  Loan  by
$1,000,000 as of January 31, 1996.  The remaining $9,000,000 matured on May
1, 1996.

Borrowings  under  the  Revolving  Loan  were  limited  to the lesser of  a
predetermined borrowing base related to specified percentages  of  eligible
receivables  and  inventory,  or a predetermined amount.  On September  25,
1995, an amendment (the "Amendment")  was made to the Credit Agreement that
lowered the borrowing base associated with  the  Revolving Loan.  Borrowing
capability  under the Revolving Loan expired on January  1,  1996  and  all
borrowings under  that  loan,  aggregating  approximately  $1,977,000, were
repaid prior to that date.

On  February  7,  1996,  the  Credit  Agreement  was  further  amended   to
reestablish  borrowing capabilities through May 1, 1996 under the Revolving
Loan to the lesser  of  (a) 75% of eligible receivables and 15% of eligible
inventory,  or (b) $2,500,000.   Two  officers  of  the  company  severally
guaranteed  borrowings  under  the  loan  up  to  an  aggregate  amount  of
$1,000,000.

Subsequently,  the  bank  further  agreed  to  extend  the maturity date of
borrowing capability under both the Term Loan and Revolving  Loan to May 1,
1997.  In return:  (a) the Company agreed to make repayments of  borrowings
under the Term Loan of $75,000 per month commencing June 1, 1996;  (b)  the
borrowing  capabilities under the Revolving Loan were amended to 50% to 70%
of eligible  receivables and 5% to 40% of eligible inventory depending upon
various categories  of  such  assets  as specified in the amendment and are
subject to unlimited change at the discretion  of  the  bank;  and, (c) the
Company agreed to use their best efforts to obtain by September 16, 1996, a
minimum of $10,000,000 in the form of either (i) a contribution  of  equity
capital  and/or (ii) subordinated debt which would not become payable until
all bank loans  were  repaid  and  would  not mature earlier than August 1,
1997.   The  use  of  any such proceeds would require  the  bank's  written
consent.  No change was  made  in  interest  rates  or  with respect to the
officers' guarantees.  Accordingly, $600,000 of borrowings  under  the Term
Loan  have  been  classified  as  a  current  liability in the consolidated
balance sheet at February 3, 1996.

Under  the  Credit  Agreement,  as  amended,  among  other  things,  future
indebtedness, dividends and capital expenditures are restricted.

On  December  16,  1996,  the Credit Agreement was amended  to  change  the
borrowing capabilities under  the  Revolving Loan to 20% of Eligible Retail
Inventory with all other borrowing base  calculations  remaining unchanged.
The amendment also ratified the Company's acquisition of British Links Golf
Classics, Inc.

On December 17, 1996, the Credit Agreement was further amended  to  reflect
the  payment  by the Company of $4,000,000 on the $8,475,000 Term Loan  and
the bank's agreement  to increase the Company's Revolving Loan to a maximum
of $4,000,000.  The interest rate for both credit facilities was set at the
Prime Rate in effect from time to time plus one percent.  The maturity date
for the Term Loan and the  Revolving Loan was extended to May 1, 1998.  The
amendment also requires the Company to remit monthly principal and interest
payments on the Term Loan in  the  amount of $94,808.  At February 1, 1997,
there were no borrowings on the Revolving Loan.

On January 30, 1997, the Credit Agreement  was further amended to allow for
the  execution  of a standby letter of credit  by  the  Company  which  was
previously restricted by the terms of the Credit Agreement.  The ability to
issue a standby letter  of  credit  was required by the Company in order to
provide security in the amount of $500,000 in connection with the Company's
construction and lease and building of  a  new  corporate  headquarters and
manufacturing facility.

Interest  on  borrowings  under  the original credit facility that  was  in
effect at April 30, 1995 was at LIBOR  reserve adjusted rate ("LIBOR") plus
1.5% to 1.75% (7.56% to 7.81% at that date).   Under  the  credit agreement
effective July 31, 1995, borrowings under the Term Loan, at  the  option of
the  Company,  bore  interest  at  LIBOR plus 2.50%, or the prime rate plus
0.25%.  Interest on borrowing under  the  Revolving Loan were at LIBOR plus
2.25%,  or  the  prime rate.  Further, there was  a  fee  of  0.5%  on  the
Revolving  Loan  commitment.    Effective   with  the  September  25,  1995
amendment, interest on the Term Loan was at the prime rate plus 1.0% and on
the Revolving Loan was at the prime rate plus  0.75%.   Effective  with the
December 17, 1996 amendment, interest on the Term Loan and on the Revolving
Loan was at the prime rate plus 1.0%.

On  November  10,  1995,  the  Company  borrowed  $1,500,000  from  certain
investors  (including  senior  executives  and  members  of  the  Board  of
Directors).  The related subordinated notes were originally due on November
1,  1996,  and  bear  interest  at  10%.  Concurrent with these borrowings,
warrants for the purchase of 120,000  shares  of the Company's common stock
were issued to the investors (Note 10).

The warrants were valued at $378,000, which amount was recorded as a credit
to stockholders' equity with a contra-reduction  of the subordinated notes.
The notes as so discounted are being accredited to the $1,500,000 principal
balance over the term of the notes by charges to income.

The  Company  extended  the maturity date for $1,250,000  of  the  original
amount financed to November  11,  1997.  The interest rate for the extended
financing remains at 10%.  The Company  granted  125,000  options  on a pro
rata basis to each lender participating in the extended financing.

On  October  1, 1996, as part of the British Links acquisition, the Company
executed a promissory  note  aggregating  $400,000.  $100,000 is due May 1,
1997 and October 1, 1997, and $200,000 is due October 1, 1998.  Interest is
at 8.25%.

The weighted average interest rate on borrowings outstanding as of February
1, 1997 and February 3, 1996 was 9.2% and 8.8%, respectively.

Aggregate  future  maturities of long-term debt,  excluding  capital  lease
obligations, are as follows:

             FISCAL YEAR ENDING

              January  31, 1998             $  2,215,000
              January  30, 1999                3,948,000
                                               
                                            $  6,163,000

NOTE 7 - INCOME TAXES:

The consolidated provisions for income taxes consist of the following:

                                           May 1, 1995
                           Year Ended        through             Year Ended
                        FEBRUARY 1, 1997  FEBRUARY 3, 1996     APRIL 30, 1995
 Current provision:
      Federal          $          -            212,000            ($40,000)
      State                    47,000             -                (20,000)
      Foreign                     -               -                    -
 Deferred income tax
 provision                 (2,656,000)       (1,600,000)            60,000
                          ($2,609,000)      ($1,388,000)         $     0

Deferred tax assets (liabilities) are comprised of the following:

                                     February 1,   February 3,
                                        1997         1996

    Deferred tax assets:
     Accounts receivable              $  197,000    $  195,000
     Inventories                          95,000        99,000
     Prepaid expenses                  1,272,000             -
     Loss carryforwards                5,204,000     5,559,000
       Total deferred tax assets       6,768,000     5,853,000

    Deferred tax liabilities:
     Prepaid expenses                 (1,126,000)   (1,612,000)
     Depreciation                       (267,000)       (6,000)
     Total deferred tax liabilities   (1,393,000)   (1,618,000)
     Net deferred tax assets           5,375,000     4,235,000
    Valuation allowance                   -         (2,635,000)

                                      $5,375,000    $1,600,000

At  April  30, 1995, the Company had determined, based upon  evidence  then
available, that  a  valuation  allowance of $3,897,000 was required against
net deferred tax assets at that  date  due to the uncertainty as to whether
the benefits of net operating loss (NOL)  carryforwards  would be realized.
At that date such valuation allowance reduced net deferred  tax  assets  to
zero.   At  February  3,  1996, net deferred assets were $1,600,000 after a
valuation allowance of $2,635,000.   At  February  1,  1997,  net  deferred
assets  were  $5,375,000.  Although realization is not assured, the Company
believes that it  is  more likely than not that the $5,375,000 deferred tax
asset will be realized.   Realization  of  the  recorded net tax benefit is
largely  dependent  on  generating  sufficient  taxable   income  prior  to
expiration  of  the  NOL  carryforwards.   However,  the  amount  of   such
realization  could  be  either  increased  or  reduced  in the near term if
estimates  of  future  taxable  income during the carryforward  period  are
changed.

To the extent that the NOL carryforwards  and existing deductible temporary
differences  are  not  offset  by  existing taxable  temporary  differences
reversing within the carryforward period,  approximately $13,500,000 of the
remaining net operating loss carryforwards is  expected  to  be realized by
achieving future profitable operations, based on the following:

    1.  Significantly  improved operating earnings during the prior  fiscal
     year,  excluding the  impact  of  certain  one-time  special  charges.
     Continued improvement is anticipated in the in future years.

    2. Significant  cost  containment efforts continued to intensify in the
     prior  fiscal  year  and  included  head  count  reductions,  improved
     inventory management,  reduced capital expenditures and hiring freezes
     for  most  of  the  year and  enhanced  control  over  catalog-related
     expenses.

    3. Future cost containment  efforts  will  continue  in the next fiscal
     year and include closing of under-performing stores,  scaling  back or
     eliminating  certain under-performing catalogs reducing the number  of
     prospecting catalogs  to be sent, costly new customer prospecting will
     be more focused and efficient,  and  relocating  and consolidating the
     Company's corporate, manufacturing and distribution facilities.

  The  provision  for income taxes differs from the U.S. statutory  federal
income tax rate as follows:

                                               May 1, 1995
                            Year Ended            through          Year Ended
                          FEBRUARY 1, 1997    FEBRUARY 3, 1996  APRIL 30, 1995


    Statutory U.S. rate          (34.0%)             (34.0%)         (34.0%)
    State income taxes            (5.0)               (5.0)           (5.0)
    Adjustment to prior year taxes  -                 30.7              -
    Other, primarily 
    permanent items                5.6                 12.1             1.4
    Recognition of prior year
    tax benefit                  (77.8)              (205.3)             -
    Valuation allowance                                 -              37.6

                                (111.2%)             (201.5%)           0.0%

The  Company files a  consolidated  income  tax  return.   For  tax  return
purposes  the Company has NOL carryforwards of approximately $13,500,000 at
February 1,  1997.   There  were  no  taxes  available  for recovery in the
statutory carryback period.  Unused net operating losses  expire in various
amounts  during  fiscal  years  2005  through 2012.  A portion of  the  NOL
carryforwards  relates to deductions arising  from  the  exercise  of  non-
qualified  stock   options.    Accordingly,  approximately  $1,050,000   is
attributable to such stock option deductions, the benefit of which has been
credited to additional paid in capital for the year ended February 1, 1997.

NOTE 8 - RELATED PARTIES:

On April 26, 1994, the Company entered  into a joint venture agreement with
a principal shareholder of the Company to  operate  a retail location under
the   name  Successories  DFW  Joint  Venture.   The  Company   sold   area
distribution  rights  for  Dallas,  Texas  to the principal shareholder for
$250,000.  The  principal  shareholder contributed  the  area  distribution
rights to the joint venture  in  exchange  for a 40% interest.  The Company
contributed  certain  property  and  equipment with  a  recorded  value  of
$100,000 in exchange for a 60% interest.   Successories  DFW  Joint Venture
has  been  included  in  the accompanying consolidated financial statements
from the date of acquisition.

During the year ended February 1, 1997 the Company loaned a franchise owned
by the daughter of an outside  director $77,000 related to the operation of
a retail location in Glendale, California.

A member of the Company's Board  of  Directors  who  is  also a shareholder
served as a consultant to the Company on various tax matters.  Fees paid to
his firm for said services during the year ended April 30, 1995, the period
May  1 through February 3, 1996 and the year ended February  1,  1997  were
$51,000, $72,000 and $141,000, 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 during the year ended April 30, 1995, the
period May 1, 1995 through February 3,  1996 and the year ended February 1,
1997 were $589,000, $237,000, and $262,000, respectively.

NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION:

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


                                          May 1, 1995
                         Year Ended         through              Year Ended
                      FEBRUARY 1, 1997  FEBRUARY 3, 1996       APRIL 30, 1995

    Cash paid during the
    period for:
       Income taxes        $11,250    $        -                 $  266,000
       Interest          1,277,000         737,000                  534,000


In connection with acquisitions, liabilities were assumed as follows:

                                            May 1, 1995
                           Year Ended         through            Year Ended
                        FEBRUARY 1, 1997  FEBRUARY 3, 1996      APRIL 30, 1995

    Fair value of assets
    acquired                $1,710,000         $225,000             $210,000
    Notes issued              (400,000)
    Net cash paid             (360,000)            -                (126,000)
    Common shares issued      (500,000)            -                    -

    Liabilities assumed       $450,000          $225,000             $ 84,000

NOTE 10 - STOCK-BASED COMPENSATION PLANS:

The  Company  has a stock option plan, the Celex Group, Inc.  Stock  Option
Plan ("the Option Plan"), and an employee stock purchase plan.  The Company
accounts  for these  plans  under  APB  Opinion  No.  25,  under  which  no
compensation  cost  has  been  recognized in the financial statements.  Had
compensation cost for the stock purchase plan and for stock options awarded
under this plan been determined consistent with FASB Statement No. 123, the
Company's net income and earnings  per share would have been reduced to the
following pro forma amounts:

                                                             Period
                                                           May 1, 1995
                                             Year Ended      through
                                         FEBRUARY 1, 1997  FEBRUARY 3, 1996
Net Income (Loss): As Reported                $262,000        $700,000
                   Pro Forma                  (389,000)        523,000
EPS:               As Reported                   ($.16)           $.13
                   Pro Forma                     ($.28)           $.10

Because the Statement 123 method of  accounting  has  not  been  applied to
options  granted  prior  to  January  1,  1995,  the  resulting  pro  forma
compensation  cost  may  not  be  representative  of that to be expected in
future years. Furthermore, management cannot attest to the reliability of the 
pro forma compensation to predict future pro forma compensation except that 
it is in full compliance with the FASB Statement No. 123.

The Company may grant options for up to 1,450,000 shares  under  the Option
Plan.   The Company has granted options on 1,309,000 shares under the  plan
through February 1, 1997.  Under the Option Plan, the option exercise price
equals the  stock's  market  price on date of grant.  Options granted under
these plans vest after five years and expire after ten years.

During fiscal 1994, the Company initiated a non-compensatory Employee Stock
Purchase  Plan ("the Plan").  The  Company  intends  that  the  Plan  shall
qualify as  an  "employee  stock  purchase  plan"  under Section 423 of the
Internal  Revenue  Code.   Generally,  the  Plan  provides  for  qualifying
employees  to  elect  to  have a percentage of their compensation  used  to
purchase common stock of the Company.

During the year ended February  1,  1997,  65,000  shares  of the Company's
stock  were purchased at prices ranging from $4.78 and $6.69.   During  the
period May  1,  1995 through February 3, 1996, 87,123 shares were purchased
at prices ranging  from  $5.31  to  $7.43.  During the year ended April 30,
1995, 25,000 shares were purchased at prices ranging from $8.75 to $21.75.

A summary of the status of the Option  Plan  and  the  Stock  Purchase Plan
("the  Plans") for the year ended February 1, 1997, for the period  May  1,
1995 through February 3, 1996 and the year ended April 30, 1995 and changes
during the years then ended is presented in the table and narrative below:

                        For the           For the Period        For the
                      Year Ended          May 1, 1995 to      Year Ended
                   FEBRUARY 1, 1997      FEBRUARY 3, 1996    APRIL 30, 1995
                       Weighted               Weighted          Weighted
                        Average                Average          Average
                  SHARES    EX PRICE   SHARES     EX  PRICE  SHARES   EX PRICE


Outstanding at beginning
 of year         821,250      $5.02    717,000       $4.72   866,250    $4.37
Granted          385,000       6.95    135,250        6.83    82,500     8.60
Exercised       (192,500)      1.90     (3,750)       5.33  (193,000)    4.43
Forfeited        (32,000)      6.22    (27,250)       6.03   (38,750)    6.53
Expired                0                     0                     0
Cancelled              0                     0                     0
Outstanding at
end of year      981,750       6.22    821,250        5.02    717,000    4.72

Exercisable at
end of year      468,950       6.23    448,000        4.07    424,250     3.77


Weighted average
fair value
of options 
granted            $5.39                 $5.30                  N/A

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 used
for the  nine  option  grants in 1995:  weighted average risk-free interest
rate of 6.30; expected dividend  yields  of  0.00 percent; expected life of
10.0 years; weighted average expected volatility of 103.10 percent. 


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 used
for  the  fourteen  option  grants  in  1996:  weighted  average  risk-free
interest rate of 6.24; expected dividend  yields  of 0.00 percent; expected
life of 10.0 years; weighted average expected volatility of 98.36 percent.

NOTE 11 - EMPLOYMENT AGREEMENTS:

The Company has employment agreements  with  certain  individuals requiring
minimum  aggregate annual payments of $658,000.  The employment  agreements
are for a three-year term.


NOTE 12 - LEASES AND LEASE COMMITMENTS:

OFFICE SPACE

The Company  occupies office, manufacturing and warehouse space under terms
of a lease agreement  which  expires  on  May 31, 1997.  In July, 1996, the
Company signed a build-to-suit lease agreement  with  a  12-year term for a
new  facility.   The  Company pays all operating expenses and  real  estate
taxes, building maintenance  and  repair,  and  fire  and insurance premium
costs in excess of stipulated amounts.

In addition, the Company leases its retail store locations  under operating
leases having terms which are month-to-month or non-cancelable  and  expire
at varying times through fiscal year 2005.  The Company is responsible  for
its proportionate share of real estate taxes and maintenance in addition to
insurance  for  the leased facilities.  In addition, certain leases require
rent payments equal  to  a  percentage  of sales in excess of predetermined
levels.

Annual future minimum payments under operating  leases  with  noncancelable
terms in excess of one year are as follows:

                             Office &          Retail
    FISCAL YEAR ENDING       WAREHOUSE        LOCATIONS            TOTAL

    January 31, 1998          $843,000       $1,816,000        $2,659,000
    January 30, 1999           759,000        1,478,000         2,237,000
    January 29, 2000           759,000        1,401,000         2,160,000
    February 3, 2001           760,000        1,146,000         1,906,000
    February 2, 2002           760,000        1,068,000         1,828,000
    Thereafter               5,633,000        2,522,000         8,155,000

                            $9,514,000       $9,431,000       $18,945,000


Rental expense recorded during the year ended February 1, 1997,  the period
May 1, 1995 through February 3, 1996 and for the year ended April 30, 1995,
for  all  operating  leases aggregated approximately $3,360,000, $3,270,000
and $2,657,000, respectively.

In  connection  with  the   Company's   relocation   plan,  commitments  of
approximately $1 million have been made primarily relating  to fixed assets
and  relocation  expenses,  which  will  be  financed  using  the available
$4,000,000 on the Revolving Loan and any remainder, if necessary,  will  be
financed with operating income of the Company.

CAPITAL LEASE OBLIGATIONS

The  Company  acquired  various items of equipment under lease arrangements
which are being accounted  for  as capital leases.  Equipment under capital
leases  has  been  recorded  as property  and  equipment  with  a  cost  of
approximately $758,000 and $694,000  at  February  1,  1997 and February 3,
1996, respectively, and accumulated depreciation of $621,000  and  $516,000
at those dates.

The  future  minimum  lease  payments under all capitalized leases together
with the present value of the net minimum lease payments are as follows:


     FISCAL YEAR ENDING

       January 31, 1998                    $ 99,000
       January 30, 1999                      30,000
       January 29, 2000                      12,000
       February 3, 2001                       9,000
       February 2, 2002                       9,000
       Total minimum lease payments         159,000
       Less amount representing interest    (13,000)

   Present value of minimum lease payments $146,000

NOTE 13 - RETAIL STORES, FRANCHISING COMMITMENTS AND OBLIGATIONS:

Changes in Company-owned and franchised stores were as follows:


                 COMPANY-OWNED STORES               FRANCHISED STORES
                     May 1, 1995                          May 1, 1995
       Year  Ended      through   Year Ended  Year Ended   through    Year Ended
        February  1,  February 1,  April  30, February  1, February 3, April 30,
           1997          1996         1995       1997        1996       1995

Beginning 
of the
period      54            51            35          43         42         28
Opened       8             6            32           6          8         33
Acquired 
(British
 Links)      1             0             0           0          0          0
Closed     (14)           (3)          (16)         (2)        (7)       (19)

End of
Period      49            54            51          47         43          42

Franchise  fee revenues approximated $51,000, $135,000 and $884,000 for the
year ended February  1,  1997,  the  period May 1, 1995 through February 3,
1996 and for the year ended April 30, 1995,  respectively.

The Company is obligated in accordance  with the terms of each franchisee's
respective  franchise  agreement  to  provide  certain  services,  such  as
training,   pre-opening  assistance,  site   selection,   advertising   and
promotion.

NOTE 14 - 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  be material to
its business, financial position or results of operations.

NOTE 15 - PREFERRED STOCK:

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  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.  Regulation S is a safe  harbor  exemption  from
registration  under  the  Securities Act for sales of securities that occur
outside  the  U.S.   The 400 shares  of  Series  A  Cumulative  Convertible
Preferred Stock were converted  into  $2,000,000 of Common Stock during
the year.

On December 17, 1996, the Company issued 1,212  shares of Series B $100 par
Cumulative  Convertible  Preferred  Stock  in  a  transaction  exempt  from
registration pursuant to Regulation D under the Securities Act.  Each share
has a liquidation preference of $5,000 and a par value of $100 per share.

The  Series B Cumulative Convertible Preferred Stock  is  convertible  into
common stock as follows:

  (i)     50% of the shares are convertible into $3,030,000 of common stock
on the 61st day following the closing of the transaction;

  (ii)   100% of the shares are convertible into $6,060,000 of common stock
on the 91st day following the closing of the transaction.

The convertible  preferred  shares  are entitled to a dividend at a rate of
4.95% per annum.

In the event that the Company enters  into  a transaction to sell assets or
any consolidation or in the event of a change  in  control,  the Company is
required to redeem the Series B Preferred Stock.

For  the  year ended February 1, 1997, none of the shares of the  Series  B
Cumulative  Convertible  Preferred  stock  have  been converted into Common
Stock.  The accretion discount relating to Series  A and Series B Preferred
Stock for the year was $1,093,000.


NOTE 16 - EARNINGS (LOSS) PER SHARE:

                                            May 1, 1995
                          Year Ended          through            Year Ended
                       FEBRUARY 1, 1997  FEBRUARY 3, 1996     APRIL 30, 1995

Net Income (Loss):         $262,000           $700,000          ($7,745,000)
Preferred stock 
dividends                (1,093,000)             --                   --


Earnings (loss) attributable
to common shareholders     (831,000)           700,000           (7,745,000)

Weighted average number
of common equivalent
shares outstanding        5,321,000          5,467,000            4,854,000

Earnings (loss) per common
and common equivalent
share                        ($.16)               $.13               ($1.60)

NOTE 17 - SPECIAL CHARGES:

The Company recorded a special charge of $2,701,000  for  the twelve months
ended  February  1, 1997 which is comprised primarily of:  a)  reserve  for
certain costs associated with the Company's relocation and consolidation of
its manufacturing  operations and business offices into a new manufacturing
and distribution facility  in Aurora, Illinois;  b) costs associated with a
plan  to  close  five  Company-owned   stores   that  were  not  performing
profitably;  and, c) write-down of the existing order entry computer system
in anticipation of replacing it during the upcoming fiscal year.

NOTE 18 - 401(K) PLAN:

The  Company has a 401(K) Retirement Savings Plan  ("the  Plan")  in  which
full-time  employees who have completed one year of service are eligible to
participate in the Plan.  Enrollment is open on the January 1st or July 1st
immediately  following  one  year  of  service.  The Company is required to
match $.20 on the dollar on the first 6% of deferral.



The  Company  contributions  to  the Plan were  approximately  $30,000  and
$37,000 for the year ended February  1,  1997,  and  the period May 1, 1995
through February 3, 1996, respectively.

NOTE 19 - QUARTERLY INFORMATION (UNAUDITED):

                           For the         For the             For the
                         Year Ended      9 Months Ended       Year Ended
                      FEBRUARY 1, 1997  FEBRUARY 3, 1996     APRIL 30, 1995

FIRST QUARTER
  Net sales                $11,608,000          N/A              $7,776,000
  Gross profit               7,060,000                            5,260,000
  Net earnings (loss)         (838,000)                             216,000
  Earnings (loss) per 
  Common share                  ($0.16)                                0.04

SECOND QUARTER
  Net sales                  11,528,000      $ 9,817,000          9,992,000
  Gross profit                6,514,000        5,658,000          6,886,000
  Net earnings (loss)          (808,000)      (1,294,000)           825,000
  Earnings (loss) per 
  Common share                    (0.15)           (0.25)              0.16

THIRD QUARTER
  Net sales                  14,223,000        10,816,000        14,379,000
  Gross profit                7,819,000         6,384,000         5,807,000
  Net earnings (loss)            23,000          (596,000)       (2,898,000)
  Earnings (loss) per
  Common share                    0.005             (0.12)            (0.61)

FOURTH QUARTER
  Net sales                  18,673,000         14,851,000        10,662,000
  Gross profit               11,082,000         10,132,000         4,108,000
  Net earnings (loss)         1,885,000          2,590,000        (5,888,000)
  Earnings per 
  Common share (loss)              0.14               0.48             (1.21)






















                                           - F23 -





                                     SUCCESSORIES, INC.
                                         SCHEDULE II

                              VALUATION AND QUALIFYING ACCOUNTS


                      Balance at    Charged    Charged             Balance
                       beginning   to costs    to other    (1)     at end of
                       OF PERIOD  AND EXPENSES ACCOUNTS DEDUCTIONS  PERIOD

DESCRIPTION

FEBRUARY 1, 1997
Allowance for
doubtful accounts        221,346       246,243     0      271,792   195,797
Reserve for sales
returns                  278,719       244,467     0      213,277   309,909
Reserve for obsolescence
and shrinkage            151,419        31,022     0       14,117   168,324

FEBRUARY 3, 1996
Allowance for 
doubtful Accounts        488,705      (144,750)     0     122,609   221,346
Reserve for sales
returns                  230,295       894,332      0     845,908   278,719
Reserve for
obsolescence and
shrinkage                250,000         0          0      98,581   151,419


APRIL 30, 1995
Allowance for doubtful
accounts                 352,500       425,404      0      289,199  488,705
Reserve for sales 
returns                   35,000       937,845      0      742,550  230,295
Reserve for obsolescence 
and shrinkage            100,000       150,000      0            0  250,000


(1)    Bad debt write-offs less 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  2, 1997                  By: /S/ ARNOLD  M.ANDERSON
                                     Arnold M. Anderson
                                     Chief Executive Officer and 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 2, 1997
      Arnold M. Anderson
      Chief Executive Officer, Chairman of the Board and Director
       (Principal Executive Officer)

/S/ JAMES M. BELTRAME                                  May 2, 1997
      James M. Beltrame
      President, Chief Operating Officer and Director

/S/ M. ANDREW KING
                                                       May 2, 1997
     Vice President Finance and Administration, Chief Financial Officer
     (Principal Financial and Accounting Officer)

/S/ MICHAEL H. MCKEE                                   May 2, 1997
      Michael H. McKee
      Senior Vice President, Creative Department and Director

/S/ TIMOTHY C. DILLON                                  May 2, 1997
      Timothy C. Dillon
      Vice President, General Counsel, Secretary and Director

/S/ MERVYN C. PHILLIPS, JR.                            May 2, 1997
      Mervyn C. Phillips, Jr.
      Director


/S/ MICHAEL SINGLETARY                                 May 2, 1997
      Michael Singletary
      Director

/S/ C. JOSEPH LABONTE                                  May 2, 1997
      C. Joseph LaBonte
      Director

/S/ SEAMAS T. COYLE                                    May 2, 1997
      Seamas T. Coyle
      Director

/S/ GUY E. SNYDER                                      May 2, 1997
      Guy E. Snyder
      Director

/S/ STEVEN B. LARRICK                                  May 2, 1997
      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)

10.2      Employment Agreement with Arnold M. Anderson
          dated February 28, 1993 (1)

10.3      Credit Agreement with Harris Trust and Savings
          Bank (4)

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 Company with 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 D Securities Subscription Agreement among Successories,
          Inc., Infinity Investors Limited and Seacrest Capital Limited
          dated December 17, 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 (filed herewith)

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 (filed herewith)

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 (filed herewith)

21.1      Subsidiaries (4)

23.1      Consent of Arthur Anderson 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. 33-67530C
  filed on August 17, 1993, and incorporated herein by reference.

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

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

(4) Previously filed with 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  dated June 7, 1995,
  reporting  Date  of  Event  May  26,  1995,  and  incorporated  herein  by
  reference.

(7) Previously filed with the Company's 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.