SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): April 25, 2001

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


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


         0-19835                                     95-3624280
(Commission File Number)                    (I.R.S. Employer Identification No.)


                              2750 W. Moore Avenue
                               Fullerton, CA 92833
                    (Address of principal executive offices)


        Registrant's telephone number, including area code: 714/680-3500


<PAGE>


Item 2.           Acquisition or Disposition of Assets.

     On April 25, 2001, Day Runner,  Inc. (the "Company")  announced the sale of
its Filofax operations for $30 million in debt reduction. The Filofax operations
were sold to entities  affiliated  with the Company's  lenders after the Company
had pursued alternative sale possibilities for these operations. The sale of the
Filofax  operations was made in two transactions:  one for the operations in the
United States and the other for the international operations.

     The sale of the Filofax  operations in the United  States was  accomplished
through  the  sale of the  outstanding  shares  of  stock of  Filofax,  Inc.,  a
wholly-owned  subsidiary  of the  Company,  to DRBG,  LLC,  a  Delaware  limited
liability  company  (the  "U.S.  Buyer").  The  consideration  for the  stock of
Filofax,  Inc. was  $1,004,702 in the form of a release of debt owed to the U.S.
Buyer by the  Company  Subsidiaries  of the  Company  were  released  from their
obligations as guarantors of this debt.

     The sale of the  international  Filofax  operations  was made pursuant to a
share purchase  agreement for all the outstanding  shares of stock of Day Runner
UK Plc ("DR UK")  among the  Company,  certain of its  subsidiaries  and DRBG UK
Limited, a company organized under the laws of England and Wales ("U.K. Buyer").
The  Company  and  its  subsidiaries  party  to  the  share  purchase  agreement
collectively  owned all of the outstanding shares of DR UK that in turn owns all
of the outstanding shares of stock of Filofax Group Limited, the holding company
for the Filofax operations  worldwide.  The consideration for the shares sold to
the U.K.  Buyer was  $11,358,599 in reduction of debt owed by the Company to the
U.K.  Buyer and the release of all the  Company's  obligations  with  respect to
(pound)12,420,210  ($17,636,699) in debt owed by DR UK to the Company's lenders.
The  Company's  subsidiaries  that sold their shares of DR UK to the U.K.  Buyer
were also released from all  obligations  as guarantors of this debt.  The share
purchase  agreement  further  provides that in the event that the U.K.  Buyer or
Filofax  Group  Limited is sold to a third party on or before April 25, 2002 for
an  amount  greater  than  the  consideration  provided  in the  share  purchase
agreement,  the consideration paid for the shares of DR UK shall be increased by
an amount equal to the  additional  consideration  paid by the third party.  Any
such additional  consideration  would be in the form of additional  reduction of
debt of the Company and the release of guaranties by the Company's  subsidiaries
of such debt.  Despite the sale of the  Filofax  operations,  the  parties  have
agreed that DR UK, Filofax, Inc., Filofax Group Limited, Filofax Limited and one
of its  subsidiaries are continuing to guaranty the Company's debt in the amount
of $10,000,000.



<PAGE>



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (a) Financial Statements of Business Acquired

         Not applicable

     (b) Pro Forma Financial Information

         Introduction to Unaudited Pro Forma Condensed Consolidated Financial
         Statements

         Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
         December 31, 2000

         Unaudited Pro Forma Condensed Consolidated Statements
         of Operations for the fiscal year ended June 30, 2000
         and the six months ended December 31, 2000

         Notes to Unaudited Pro Forma Condensed Consolidated Financial
         Statements

(c)      Exhibits

         Item No.                           Exhibit Index

         2.1          Share Purchase Agreement dated as of April 25, 2001 among
                      DRBG UK Limited, DRI International Holdings, Inc.,
                      DR UK Holdings Limited and the Registrant

         2.2          Stock Purchase Agreement dated as of April 25, 2001
                      between DRBG, LLC and the Registrant

         99.1         Press Release issued April 26, 2001 by the Registrant






<PAGE>


                       Introduction to Unaudited Pro Forma
                   Condensed Consolidated Financial Statements

     The unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company
as of March 31, 2001 reflects the financial position of the Company after giving
effect to the  disposition of the Filofax  operations as discussed in Item 2 and
assumes the  disposition  took place on March 31, 2001.  The unaudited Pro Forma
Condensed Consolidated Statements of Operations for the year ended June 30, 2000
and the nine months ended March 31, 2001 assume that the disposition occurred on
the first date of the period  presented,  and are based on the operations of the
Company  for the year ended June 30,  2000 and the nine  months  ended March 31,
2001.

     The  unaudited  pro  forma  condensed   consolidated  financial  statements
presented  herein  are  shown  for  illustrative   purposes  only  and  are  not
necessarily  indicative of the future  financial  position or future  results of
operations of the Company, or of the financial position or results of operations
of the Company that would have actually  occurred had the transactions  occurred
as of the date or as of the first date of the periods presented.

     The unaudited pro forma condensed  consolidated financial statements should
be read in  conjunction  with the  historical  financial  statements,  and notes
thereto of the  Company  for the year ended June 30,  2000 as filed on Form 10-K
and for the nine months ended March 31, 2001 as filed on Form 10-Q.



<PAGE>
<TABLE>
<CAPTION>


                        Day Runner, Inc. and Subsidiaries
            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                                 March 31, 2001
                                 (In thousands)


                                                                                Pro Forma Adjustments
                                                                                ---------------------
                                                              Historical       Filofax (a)      Other         Pro Forma
                                                              ----------       -------          -----         ---------
ASSETS:
<S>                                                         <C>             <C>              <C>             <C>
   Cash and cash equivalents................................$    13,231     $    8,621                        $   4,610
   Accounts receivable, net.................................      5,432          3,752                            1,680
   Inventories..............................................     20,587         10,255        $      21 (b)      10,353
   Prepaid expenses and other current assets................      3,668          2,158                            1,510
   Property and equipment, net..............................      6,635          1,099                            5,536
   Intangibles and other assets.............................      6,141          2,583           (2,591)(c)         967
                                                             ----------     ----------        ---------       ---------
       Total assets......................................... $   55,694     $   28,468        $  (2,570)      $  24,656
                                                             ==========     ==========        =========       =========

LIABILITIES:
   Lines of credit.......................................... $   91,498     $   17,637        $(12,363) (d)   $  61,498
   Debt restructuring adjustment............................                                     10,964 (f)      10,964
   Accounts payable.........................................      5,438          3,047                            2,391
   Accrued expenses and other liabilities...................     15,689         12,115            7,431 (b)      11,005
   Income taxes payable.....................................      2,230          2,755                             (525)
   Long-term debt...........................................         43             43
                                                              ---------      ---------         ---------      ---------
       Total liabilities....................................    114,898         35,597             6,032         85,333
                                                              ---------      ---------         ---------      ---------
STOCKHOLDERS' DEFICIENCY:
   Preferred stock..........................................
   Common stock.............................................          2         67,008           67,008 (b)           2
   Additional paid-in capital...............................     18,089                                          18,089
   Accumulated deficit......................................    (68,417)       (75,630)         (75,630)(e)     (68,417)
   Accumulated other comprehensive income (loss)............        803          1,493               20 (b)        (670)
   Treasury stock...........................................     (9,681)                                         (9,681)
                                                              ---------      ---------        ---------       ---------
       Total stockholders' deficiency.......................    (59,204)        (7,129)          (8,602)        (60,677)
                                                              ---------      ---------        ---------       ---------
       Total liabilities & stockholders' deficiency......... $   55,694      $  28,468        $  (2,570)      $  24,656
                                                             ==========      =========        =========       =========




 See accompanying notes to unaudited pro forma condensed consolidated financial
                                  statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                        Day Runner, Inc. and Subsidiaries
       Unaudited Pro Forma Condensed Consolidated Statements of Operations
                    (In thousands, except per share amounts)

                                                                           Fiscal Year Ended June 30, 2000
                                                                                Pro Forma Adjustments
                                                              Historical       Filofax(a)       Other         Pro Forma
                                                              ----------       -------          -----         ---------

<S>                                                          <C>             <C>               <C>          <C>
Net sales................................................... $   171,487     $  60,333                        $  111,154
Cost of goods sold..........................................     103,274        29,724                            73,550
                                                             -----------     ---------                        ----------
Gross profit................................................      68,213        30,609                            37,604
Operating expenses..........................................     158,593        89,344        $    (143)(b)       69,106
                                                             -----------     ---------        ---------       ----------
Loss from operations........................................     (90,380)      (58,735)            (143)         (31,502)
Net interest expense........................................      11,213         2,287           (2,910)(c)        6,016
                                                             -----------     ---------        ---------       ----------
Loss before provision for income taxes......................    (101,593)      (61,022)          (3,053)         (37,518)
Provision for income taxes..................................       5,044           719                             4,325
                                                             -----------     ---------        ---------       ----------
Loss from continuing operations............................. $  (106,637)    $ (61,741)       $  (3,053)      $  (41,843)
                                                             ===========     =========        =========       ==========

Loss per common share:
       Basic................................................ $    (44.79)                                     $ (17.57)
                                                             ===========                                      ========
       Diluted.............................................. $    (44.79)                                     $ (17.57)
                                                             ===========                                      ========

Weighted-average number of common shares outstanding:
       Basic................................................      2,381                                           2,381
                                                              =========                                       =========
       Diluted..............................................      2,381                                           2,381
                                                              =========                                       =========

</TABLE>
<TABLE>
<CAPTION>


                                                                          Nine Months Ended March 31, 2001
                                                                                Pro Forma Adjustments
                                                              Historical       Filofax(a)       Other         Pro Forma
                                                              ----------       -------          -----         ---------

<S>                                                          <C>             <C>               <C>        <C>
Net sales................................................... $  110,680      $   35,431                       $  75,249
Cost of goods sold..........................................     55,670          15,234                          40,436
                                                             ----------      ----------                       ---------
Gross profit................................................     55,010          20,197                          34,813
Operating expenses..........................................     66,098          31,217        $    (162)(b)     34,719
                                                             ----------      ----------        ---------      ---------
(Loss) income from operations...............................    (11,088)        (11,020)            (162)            94
Net interest expense........................................     10,014           1,833           (2,587)(c)      5,594
                                                             ----------      ----------        ---------      ---------
(Loss) income before provision for income taxes.............    (21,102)        (12,853)          (2,749)        (5,500)
Provision for income taxes..................................      1,756           1,698                              58
                                                             ----------      ----------        ---------      ---------
(Loss) income from continuing operations.................... $  (22,858)     $  (14,551)       $  (2,749)     $  (5,558)
                                                             ==========      ==========        =========      =========

(Loss) income per common share:
       Basic................................................  $  (9.53)                                       $  (2.32)
                                                              ========                                        ========
       Diluted..............................................  $  (9.53)                                       $  (2.32)
                                                              ========                                        ========

Weighted-average number of common shares outstanding:
       Basic................................................      2,398                                           2,393
                                                              =========                                       =========
       Diluted..............................................      2,398                                           2,393
                                                              =========                                       =========

 See accompanying notes to unaudited pro forma condensed consolidated financial
                                  statements.

</TABLE>



                        Day Runner, Inc. and Subsidiaries
    Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1. General

     The  foregoing  unaudited  pro  forma  condensed   consolidated   financial
statements  illustrate  the  effect of the sale by the  Company  of its  Filofax
operations  pursuant  to sale  agreements  among  the  Company,  certain  of its
subsidiaries, DRBG, LLC and DRBG UK Limited.

2. Adjustments to Pro Forma Balance Sheet

     (a) Filofax - Represents the historical  unaudited  March 31, 2001 balances
for the Filofax  operations  (U.S.  and  international)  which are eliminated to
reflect the sale of the Filofax operations.

     (b) Various - Consist of intercompany  balances  between the Registrant and
its Filofax  operations  which are included in the  historical  balances and are
eliminated via the sale of the Filofax operations.

     (c)  Intangibles  and other  assets - Consists of goodwill  included in the
historical balances which is eliminated upon the sale of the Filofax operations.

     (d) Lines of credit - Upon the sale of the Filofax operations,  there was a
$30,000,000  reduction in term debt of which  $17,637,000  is eliminated via the
elimination  of Filofax  balances (see (a) above) and  $12,363,000 is eliminated
via the pro forma adjustments.

     (e) Accumulated deficit - Consist of the reversal of the elimination of the
Filofax  operations'  accumulated  deficit  which is  eliminated  in the Filofax
balances (see (a) above).


     (f) Debt  restructuring  adjustment:  As the sale of the Filofax operations
and  the  related  debt   reduction  is  accounted   for  as  a  troubled   debt
restructuring,  this amount represents the amount of the debt reduction less the
value of the assets  transferred.  Such  amount is  calculated  as  follows  (in
thousands):

                  Carrying value of old debt                           $ 91,498
                  Less value of assets transferred                       19,036
                                                                        --------
                  Subtotal                                               72,462
                  Less remaining line of credit                          61,498
                                                                        --------
                  Debt restructuring adjustment                         $ 10,964
                                                                        ========


3.  Adjustments to Pro Forma  Statements of Operations for the Fiscal Year Ended
June 30, 2000 and the Nine Months Ended March 31, 2001.

     (a) Filofax - Represents the historical  audited June 30, 2000 balances and
the  unaudited  March 31, 2001  balances  for the Filofax  operations  which are
eliminated to reflect the sale of the Filofax operations.

     (b) Operating expenses - Consist of the goodwill  amortization  included in
the Historical  balances that would have been  eliminated due to the sale of the
Filofax  operations.  There is also additional  goodwill  amortization  which is
eliminated  from the pro formas via the  elimination  of the Filofax  operations
(see (a) above).

     (c) Net interest expense - Consist of interest on the $30,000,000 debt that
would be  eliminated  due to the  reduction in debt upon the sale of the Filofax
operations.  This amount does not include any  adjustment  made to amortize  the
debt   restructuring   adjustment   amount  as  the  underlying  debt  is  being
renegotiated.



<PAGE>



                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                     DAY RUNNER, INC.



                                            By:      /s/ John F. Ausura
                                                     John F. Ausura
                                                     Chief Executive Officer


Dated:   May 15, 2001