##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q





(Mark One)

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

For the quarterly period ended June 28, 2008

OR



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

For the transition period from  to

Commission File Number: 000-50807





DESIGN WITHIN REACH, INC.

(Exact name of registrant as specified in its
charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3314374                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                              |  |           
|--------------------------------------------- |  | ----------
|225 Bush Street, 20thFloor, San Francisco, CA |  | 94104     
|(Address of principal executive offices)      |  | (Zip Code)

(415) 676-6500

(Registrants telephone number, including area code)





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.  x  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. (See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act) (Check one).

Large accelerated filer   ̈                    Accelerated filer  x

Non-accelerated filer   ̈ (do not check if smaller reporting
company)      Smaller reporting company   ̈

Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ̈  Yes    x  No.

The number of outstanding shares of the registrants common stock, par value $0.001 per share, as of August 1, 2008 was 14,470,831.









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##### Table of Contents

DESIGN WITHIN REACH, INC.

FORM 10-Q  QUARTERLY REPORT

FOR THE QUARTERLY PERIOD ENDED JUNE 28, 2008

TABLE OF CONTENTS



|                               |  |                                                                                                                                    |  |        
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | -------
|                               |  |                                                                                                                                    |  | Page No
|PART I  FINANCIAL INFORMATION |  |                                                                                                                                   
|                               |  |                                                                                                                                   
|Item 1                         |  | Financial Statements                                                                                                               |  | 1      
|                               |  |                                                                                                                                   
|                               |  | Condensed Balance Sheets (unaudited) as of June 28, 2008, December 29, 2007 and June 30,
2007                                      |  | 1      
|                               |  |                                                                                                                                   
|                               |  | Condensed Statements of Operations (unaudited) for the thirteen and twenty-six week periods ended June 
28, 2008 and June 30, 2007 |  | 2      
|                               |  |                                                                                                                                   
|                               |  | Condensed Statements of Cash Flows (unaudited) for the twenty-six week periods ended June 28, 2008 and June 
30, 2007              |  | 3      
|                               |  |                                                                                                                                   
|                               |  | Notes to the Condensed Financial Statements (unaudited)                                                                            |  | 4      
|                               |  |                                                                                                                                   
|Item 2                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                              |  | 12     
|                               |  |                                                                                                                                   
|Item 3                         |  | Quantitative and Qualitative Disclosures about Market Risk                                                                         |  | 23     
|                               |  |                                                                                                                                   
|Item 4                         |  | Controls and Procedures                                                                                                            |  | 24     
|                               | 
|PART II  OTHER INFORMATION    |  |                                                                                                                                   
|                               |  |                                                                                                                                   
|Item 1                         |  | Legal Proceedings                                                                                                                  |  | 27     
|                               |  |                                                                                                                                   
|Item 1A                        |  | Risk Factors                                                                                                                       |  | 27     
|                               |  |                                                                                                                                   
|Item 2                         |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                        |  | 27     
|                               |  |                                                                                                                                   
|Item 3                         |  | Defaults Upon Senior Securities                                                                                                    |  | 27     
|                               |  |                                                                                                                                   
|Item 4                         |  | Submission of Matters to a Vote of Security Holders                                                                                |  | 27     
|                               |  |                                                                                                                                   
|Item 5                         |  | Other Information                                                                                                                  |  | 27     
|                               |  |                                                                                                                                   
|Item 6                         |  | Exhibits                                                                                                                           |  | 28     
|                               | 
|SIGNATURES                     |  | 29                                                                                                                                



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##### Table of Contents

PART I - FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Design Within Reach, Inc.

Condensed Balance Sheets

(Unaudited)

(amounts in thousands,
except per share data)



|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ---------------- | - | ------ | ------------ |  | - | ------- | -
|                                                                                                                    |  | June 28,2008 |        |   | December 29,2007 |   |        | June 30,2007 | 
|ASSETS                                                                                                              |  |              |        |   |                  |   |        |              |  |   |         |  
|Current assets                                                                                                      |  |              |        |   |                  |   |        |              |  |   |         |  
|Cash and cash equivalents                                                                                           |  | $            | 7,070  |   |                  | $ | 5,651  |              |  | $ | 4,593   |  
|Inventory                                                                                                           |  |              | 38,028 |   |                  |   | 37,820 |              |  |   | 46,119  |  
|Accounts receivable (less allowance for doubtful accounts of $275, $264 and $297, respectively)                     |  |              | 3,058  |   |                  |   | 1,176  |              |  |   | 2,703   |  
|Prepaid catalog costs                                                                                               |  |              | 1,186  |   |                  |   | 2,101  |              |  |   | 1,309   |  
|Deferred income taxes                                                                                               |  |              | 1,251  |   |                  |   | 1,251  |              |  |   | 2,078   |  
|Other current assets                                                                                                |  |              | 3,318  |   |                  |   | 1,986  |              |  |   | 2,091   |  
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|Total current assets                                                                                                |  |              | 53,911 |   |                  |   | 49,985 |              |  |   | 58,893  |  
|Property and equipment, net                                                                                         |  |              | 23,189 |   |                  |   | 23,302 |              |  |   | 24,054  |  
|Deferred income taxes, net                                                                                          |  |              | 8,182  |   |                  |   | 8,182  |              |  |   | 8,083   |  
|Other non-current assets                                                                                            |  |              | 963    |   |                  |   | 955    |              |  |   | 988     |  
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|Total assets                                                                                                        |  | $            | 86,245 |   |                  | $ | 82,424 |              |  | $ | 92,018  |  
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                |  |              |        |   |                  |   |        |              |  |   |         |  
|Current liabilities                                                                                                 |  |              |        |   |                  |   |        |              |  |   |         |  
|Accounts payable                                                                                                    |  | $            | 11,899 |   |                  | $ | 14,442 |              |  | $ | 15,934  |  
|Accrued expenses                                                                                                    |  |              | 4,992  |   |                  |   | 4,500  |              |  |   | 5,210   |  
|Accrued compensation                                                                                                |  |              | 2,543  |   |                  |   | 2,765  |              |  |   | 2,262   |  
|Deferred revenue                                                                                                    |  |              | 1,954  |   |                  |   | 325    |              |  |   | 3,609   |  
|Customer deposits and other liabilities                                                                             |  |              | 3,150  |   |                  |   | 3,397  |              |  |   | 2,767   |  
|Borrowings under loan agreement                                                                                     |  |              | 4,657  |   |                  |   |       |              |  |   | 11,319  |  
|Long-term debt, current portion                                                                                     |  |              | 357    |   |                  |   | 346    |              |  |   | 319     |  
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|Total current liabilities                                                                                           |  |              | 29,552 |   |                  |   | 25,775 |              |  |   | 41,420  |  
|Deferred rent and lease incentives                                                                                  |  |              | 6,158  |   |                  |   | 5,976  |              |  |   | 5,751   |  
|Long-term debt, net of current portion                                                                              |  |              | 125    |   |                  |   | 321    |              |  |   | 410     |  
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|Total liabilities                                                                                                   |  |              | 35,835 |   |                  |   | 32,072 |              |  |   | 47,581  |  
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|Commitments and Contingencies                                                                                       |  |              |        |   |                  |   |        |              |  |   |         |  
|Stockholders equity                                                                                                |  |              |        |   |                  |   |        |              |  |   |         |  
|Preferred stock  $0.001 par value; 10,000 shares authorized; no shares issued and outstanding                      |  |              |       |   |                  |   |       |              |  |   |        |  
|Common stock  $0.001 par value; authorized 30,000 shares; issued and outstanding, 14,471, 14,455 and 14,430 shares |  |              | 14     |   |                  |   | 14     |              |  |   | 14      |  
|Additional paid-in capital                                                                                          |  |              | 59,996 |   |                  |   | 59,146 |              |  |   | 58,029  |  
|Accumulated other comprehensive income (loss)                                                                       |  |              | 62     |   |                  |   | 73     |              |  |   | (22     | )
|Accumulated deficit                                                                                                 |  |              | (9,662 | ) |                  |   | (8,881 | )            |  |   | (13,584 | )
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|Total stockholders equity                                                                                          |  |              | 50,410 |   |                  |   | 50,352 |              |  |   | 44,437  |  
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  
|Total liabilities and stockholders equity                                                                          |  | $            | 86,245 |   |                  | $ | 82,424 |              |  | $ | 92,018  |  
|                                                                                                                    |  |              |        |   |                  |   |        |              |  |   |         |  

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



1



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##### Table of Contents

Design Within Reach, Inc.

Condensed Statements of Operations

(Unaudited)

(amounts in thousands, except per share data)



|                                                                   |  |                      |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|------------------------------------------------------------------ |  | -------------------- | ------ | - | ---------------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------ | -
|                                                                   |  | Thirteen weeks ended |        |   | Twenty-six weeks ended |  
|                                                                   |  | June 28,2008         |        |   | June 30,2007           |   |        | June 28,2008 |  |   | June 30,2007 |  
|Net sales                                                          |  | $                    | 47,260 |   |                        | $ | 49,068 |              |  | $ | 94,174       |   |  | $ | 92,916 |  
|Cost of sales                                                      |  |                      | 25,325 |   |                        |   | 27,350 |              |  |   | 50,063       |   |  |   | 52,853 |  
|                                                                   |  |                      |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Gross margin                                                       |  |                      | 21,935 |   |                        |   | 21,718 |              |  |   | 44,111       |   |  |   | 40,063 |  
|Selling, general and administrative expenses                       |  |                      | 22,706 |   |                        |   | 22,238 |              |  |   | 46,065       |   |  |   | 44,482 |  
|                                                                   |  |                      |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Loss from operations                                               |  |                      | (771   | ) |                        |   | (520   | )            |  |   | (1,954       | ) |  |   | (4,419 | )
|Interest income                                                    |  |                      | 40     |   |                        |   | 85     |              |  |   | 97           |   |  |   | 195    |  
|Interest expense                                                   |  |                      | (70    | ) |                        |   | (157   | )            |  |   | (118         | ) |  |   | (195   | )
|Other income (expense), net                                        |  |                      | 101    |   |                        |   | 17     |              |  |   | (43          | ) |  |   | 39     |  
|                                                                   |  |                      |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Loss before income tax benefit                                     |  |                      | (700   | ) |                        |   | (575   | )            |  |   | (2,018       | ) |  |   | (4,380 | )
|Income tax benefit                                                 |  |                      | (541   | ) |                        |   |       |              |  |   | (1,237       | ) |  |   |       |  
|                                                                   |  |                      |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Net loss                                                           |  | $                    | (159   | ) |                        | $ | (575   | )            |  | $ | (781         | ) |  | $ | (4,380 | )
|                                                                   |  |                      |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Net loss per share:                                                |  |                      |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Basic                                                              |  | $                    | (0.01  | ) |                        | $ | (0.04  | )            |  | $ | (0.05        | ) |  | $ | (0.30  | )
|Diluted                                                            |  | $                    | (0.01  | ) |                        | $ | (0.04  | )            |  | $ | (0.05        | ) |  | $ | (0.30  | )
|Weighted average shares used in calculation of net loss per share: |  |                      |        |   |                        |   |        |              |  |   |              |   |  |   |        |  
|Basic                                                              |  |                      | 14,462 |   |                        |   | 14,421 |              |  |   | 14,458       |   |  |   | 14,419 |  
|Diluted                                                            |  |                      | 14,462 |   |                        |   | 14,421 |              |  |   | 14,458       |   |  |   | 14,419 |  

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



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Design Within Reach, Inc.

Condensed Statements of Cash Flows

(Unaudited)

(amounts in thousands)



|                                                                            |  |                        |        |   |              |   |         |  
|--------------------------------------------------------------------------- |  | ---------------------- | ------ | - | ------------ | - | ------- | -
|                                                                            |  | Twenty-six weeks ended |       
|                                                                            |  | June 28,2008           |        |   | June 30,2007 |  
|Cash flows from operating activities:                                       |  |                        |        |   |              |   |         |  
|Net loss                                                                    |  | $                      | (781   | ) |              | $ | (4,380  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                        |        |   |              |   |         |  
|Depreciation and amortization                                               |  |                        | 3,039  |   |              |   | 3,624   |  
|Stock-based compensation                                                    |  |                        | 817    |   |              |   | 1,156   |  
|Loss on the sale/disposal of long-lived assets                              |  |                        |       |   |              |   | 50      |  
|Provision for doubtful accounts                                             |  |                        | 11     |   |              |   | (87     | )
|Changes in assets and liabilities:                                          |  |                        |        |   |              |   |         |  
|Inventory                                                                   |  |                        | (208   | ) |              |   | (12,270 | )
|Accounts receivable                                                         |  |                        | (1,893 | ) |              |   | (102    | )
|Prepaid catalog costs                                                       |  |                        | 915    |   |              |   | (263    | )
|Other assets                                                                |  |                        | (1,369 | ) |              |   | 227     |  
|Accounts payable                                                            |  |                        | (2,735 | ) |              |   | (850    | )
|Accrued expenses                                                            |  |                        | 317    |   |              |   | 911     |  
|Accrued compensation                                                        |  |                        | (222   | ) |              |   | (183    | )
|Deferred revenue                                                            |  |                        | 1,629  |   |              |   | 2,026   |  
|Customer deposits and other liabilities                                     |  |                        | (247   | ) |              |   | 403     |  
|Deferred rent and lease incentives                                          |  |                        | 182    |   |              |   | 171     |  
|                                                                            |  |                        |        |   |              |   |         |  
|Net cash used in operating activities                                       |  |                        | (545   | ) |              |   | (9,567  | )
|                                                                            |  |                        |        |   |              |   |         |  
|Cash flows from investing activities:                                       |  |                        |        |   |              |   |         |  
|Purchase of property and equipment                                          |  |                        | (2,541 | ) |              |   | (3,602  | )
|                                                                            |  |                        |        |   |              |   |         |  
|Net cash used in investing activities                                       |  |                        | (2,541 | ) |              |   | (3,602  | )
|                                                                            |  |                        |        |   |              |   |         |  
|Cash flows from financing activities:                                       |  |                        |        |   |              |   |         |  
|Proceeds from issuance of common stock, net of expenses                     |  |                        | 33     |   |              |   | 24      |  
|Net borrowings under loan agreement                                         |  |                        | 4,657  |   |              |   | 11,319  |  
|Repayments of long-term obligations                                         |  |                        | (185   | ) |              |   | (376    | )
|                                                                            |  |                        |        |   |              |   |         |  
|Net cash provided by financing activities                                   |  |                        | 4,505  |   |              |   | 10,967  |  
|                                                                            |  |                        |        |   |              |   |         |  
|Net increase (decrease) in cash and cash equivalents                        |  |                        | 1,419  |   |              |   | (2,202  | )
|Cash and cash equivalents at beginning of period                            |  |                        | 5,651  |   |              |   | 6,795   |  
|                                                                            |  |                        |        |   |              |   |         |  
|Cash and cash equivalents at end of the period                              |  | $                      | 7,070  |   |              | $ | 4,593   |  
|                                                                            |  |                        |        |   |              |   |         |  
|Supplemental disclosure of cash flow information:                           |  |                        |        |   |              |   |         |  
|Cash paid during the period for:                                            |  |                        |        |   |              |   |         |  
|Income taxes paid, net of refunds                                           |  | $                      | 275    |   |              | $ | 6       |  
|Interest paid                                                               |  | $                      | 124    |   |              | $ | 123     |  
|Non-cash investing and financing activities:                                |  |                        |        |   |              |   |         |  
|Loss on fair value of derivatives                                           |  | $                      | (15    | ) |              | $ | (13     | )

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



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##### Table of Contents

Design Within Reach, Inc.

Notes to the Condensed Financial Statements

(Unaudited)

Note 1  Summary of Significant Accounting Policies

Design Within Reach, Inc. (the Company) was incorporated in California in November 1998 and reincorporated in Delaware in March 2004. The
Company is an integrated retailer of distinctive modern design products. The Company markets and sells its products to both residential and commercial customers through three integrated sales points consisting of studios, website and phone. The
Company sells its products directly to customers principally throughout the United States. The Company opened its first international studio in Canada in the first quarter 2008.

The Company operates on a 52- or 53-week fiscal year, which ends on the Saturday closest to December 31. Each fiscal year consists of four 13-week
quarters, with an extra week added onto the fourth quarter every four to six years. The Companys 2007 fiscal year ended on December 29, 2007 and the 2008 fiscal year will end on January 3, 2009. Fiscal year 2007 consisted of 52 weeks
and fiscal year 2008 consists of 53 weeks.

Quarterly information (unaudited)

The accompanying unaudited interim condensed financial statements as of and for the thirteen weeks and twenty-six weeks ended June 28, 2008 and
June 30, 2007 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. The accompanying balance sheet as of December 29, 2007 was derived from
audited statements within the Companys Annual Report on Form 10-K for the year ended December 29, 2007. Accordingly, the accompanying unaudited interim financial statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statements and should be read in conjunction with the audited financial statements and related notes thereto included in the
Companys Annual Report on Form 10-K for the year ended December 29, 2007. The accompanying unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of results
for the interim periods presented. The results of operations for the thirteen weeks and twenty-six weeks ended June 28, 2008 and June 30, 2007 are not necessarily indicative of the results to be expected for any future period or the full
fiscal year.

Segment Reporting

The
Companys business is conducted in a single operating segment. The Companys chief operating decision maker is the Chief Executive Officer who reviews a single set of financial data that encompasses the Companys entire operations for
purposes of making operating decisions and assessing performance.

Reclassifications

One item has been reclassified to conform to the presentation for the current reporting period. In the condensed statement of cash flows for the
twenty-six weeks ended June 30, 2007, the provision for doubtful accounts is shown separately. It was originally included in the change in accounts receivable. This reclassification did not have an impact on the Companys results of
operations or cash flows used in operating activities.



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##### Table of Contents

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited)  (continued)



Revenue Recognition

Significant management judgments and estimates must be made and used in connection with determining net sales recognized in any accounting period. The Company recognizes revenue on the date on which it estimates that
the product has been received by the customer and retains title to items and bears the risk of loss until delivery on shipments from its warehouse. The Company recognizes shipping and handling fees charged to customers in net sales at the time
products are estimated to have been received by customers. The Company takes title to items drop shipped by vendors at the time of shipment and bears the risk of loss until delivery to customers. The Company uses third-party freight carrier
information to estimate standard delivery times to various locations throughout the United States and Canada. The Company records as deferred revenue the dollar amount of all shipments for a particular day, if based upon the Companys estimated
delivery time, such shipments, on average, are expected to be delivered after the end of the reporting period. As of June 28, 2008, December 29, 2007 and June 30, 2007, deferred revenue was approximately $1,954,000, $325,000 and
$3,609,000, respectively, and related deferred cost of sales was approximately $1,037,000, $173,000 and $1,859,000, respectively.

Sales
are recorded net of expected product returns by customers. The Company analyzes historical returns, current economic trends and changes in customer demand and acceptance of products when evaluating the adequacy of the sales returns and other
allowances in any accounting period. The returns allowance is recorded as a reduction to net sales for the estimated retail value of the projected product returns and as a reduction in cost of sales for the corresponding cost amount, less any
reserve for estimated scrap. The reserves for estimated product returns were approximately $572,000, $654,000 and $656,000 as of June 28, 2008, December 29, 2007 and June 30, 2007, respectively.

Various governmental authorities directly impose taxes on sales including sales, use, value added and some excise taxes. The Company excludes such taxes
from net sales. The Company accounts for gift cards by recognizing a liability at the time a gift card is sold and recognizing revenue at the time the gift card is redeemed for merchandise.

Advertising Costs

Direct response catalog costs
consist of third-party costs, including paper, printing, postage, name acquisition and mailing costs. Such costs are capitalized as prepaid catalog costs and are amortized over their expected period of future benefit. Such amortization is based upon
weighted-average historical revenues attributed to previously issued catalogs. Based on historical data, the Company estimates that catalogs have a period of expected future benefit of approximately four months. Prepaid catalog costs were
approximately $1,186,000, $2,101,000 and $1,309,000, as of June 28, 2008, December 29, 2007 and June 30, 2007, respectively.

Consideration received from the Companys vendors for co-operative advertising is accounted for as a reduction of selling, general and administrative expenses. Co-operative advertising amounts received from such vendors were
approximately $153,000 and $183,000 in the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively, and $459,000 and $388,000 in the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively. Apart from
amounts received from vendors for cooperative advertising, the Company does not typically receive allowances or credits from vendors. In the case of a few select vendors, the Company receives a small discount of approximately 2% for prompt payment
of invoices. These discounts were recorded as a reduction of cost of sales of approximately $48,000 and $62,000 in the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively, and $152,000 and $86,000 in the twenty-six weeks
ended June 28, 2008 and June 30, 2007, respectively.



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##### Table of Contents

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited)  (continued)



Inventory

Inventory consists of finished goods purchased from third-party manufacturers and estimated inbound freight costs. Inventory on hand is carried at an average cost that approximates a first-in first-out method and is
carried at the lower of cost or market. The Company writes down inventory below cost to the estimated market value when necessary, based upon assumptions about future demand and market conditions. As of June 28, 2008, December 29,
2007 and June 30, 2007, inventories were $38,028,000, $37,820,000 and $46,119,000, respectively, net of write-downs of $2,344,000, $2,166,000 and $3,049,000, respectively.

Total inventory includes inventory-in-transit that consists of finished goods purchased from third-party manufacturers that are in-transit from the
vendor to the Company when terms are FOB shipping point and estimated inbound freight costs. Inventory-in-transit also includes those goods that are in-transit from the Company to its customers. Inventory-in-transit is carried at cost.
Inventory-in-transit was approximately $4,898,000, $5,306,000 and $7,527,000, as of June 28, 2008, December 29, 2007 and June 30, 2007, respectively.

Income Taxes

Income taxes are computed using the asset and liability method under FAS No. 109,
Accounting for Income Taxes (FAS 109). Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws currently in effect. The Company estimates a valuation allowance on its deferred tax assets if it is more likely than not that they will not be realized. The Company will need to generate future taxable
income of approximately $2,100,000 and $11,400,000, respectively, to realize federal and state net operating losses.

Net Loss per Share

Basic loss per share is calculated by dividing the Companys net loss available to the Companys common stockholders for the period by the
number of weighted average common shares outstanding for the period. Options to purchase approximately 2,246,000 and 2,014,000 shares of common stock that were outstanding as of June 28, 2008 and June 30, 2007, respectively, have been
excluded from the calculation of diluted loss per share because inclusion of such shares would be anti-dilutive.

Comprehensive Loss

The following table presents comprehensive loss for the thirteen weeks and twenty-six weeks ended June 28, 2008 and June 30, 2007:



|                                              |  |                      |      |   |                        |   |      |              |  |   |              |   |  |   |        |  
|--------------------------------------------- |  | -------------------- | ---- | - | ---------------------- | - | ---- | ------------ |  | - | ------------ | - |  | - | ------ | -
|                                              |  | Thirteen weeks ended |      |   | Twenty-six weeks ended |  
|(amounts in thousands)                        |  | June 28,2008         |      |   | June 30,2007           |   |      | June 28,2008 |  |   | June 30,2007 |  
|Net loss                                      |  | $                    | (159 | ) |                        | $ | (575 | )            |  | $ | (781         | ) |  | $ | (4,380 | )
|Other comprehensive loss -                    |  |                      |      |   |                        |   |      |              |  |   |              |   |  |   |        |  
|Net loss on foreign currency cash flow hedges |  |                      | (272 | ) |                        |   | (22  | )            |  |   | (11          | ) |  |   | (22    | )
|                                              |  |                      |      |   |                        |   |      |              |  |   |              |   |  |   |        |  
|Comprehensive loss                            |  | $                    | (431 | ) |                        | $ | (597 | )            |  | $ | (792         | ) |  | $ | (4,402 | )
|                                              |  |                      |      |   |                        |   |      |              |  |   |              |   |  |   |        |  



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##### Table of Contents

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited)  (continued)



Derivative and Hedging Activities

The Company applies FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted, for
derivative instruments and requires that all derivatives be recorded at fair value on its balance sheet, including embedded derivatives.

The Companys operations are exposed to global market risks, including the effect of changes in foreign currency exchange rates. To mitigate its foreign currency exchange rate risk, the Company purchases foreign currency contracts to
pay for merchandise purchases based on forecasted demand. The objective of the Companys foreign exchange risk management program is to manage the financial and operational exposure arising from these risks by offsetting gains and losses on the
underlying exposures with gains and losses on currency contract derivatives used to hedge those exposures. The Company maintains comprehensive hedge documentation that defines the hedging objectives, practices, procedures and accounting treatment.
The Companys hedging program and derivative positions and strategy are reviewed on a regular basis by management.

The Company
records derivatives related to cash flow hedges for foreign currency at fair value on its balance sheet, including embedded derivatives. The Company implemented a new hedging strategy in the first quarter 2007 to mitigate the impact of foreign
currency fluctuations on inventory purchases. Foreign currency contracts entered into during January 2007 through April 2007 were not designated as cash flow hedge contracts. The Company accounted for non-hedge foreign currency contracts on a
monthly basis by recognizing the net cash settlement gain or loss in other income (expense) and adjusting the carrying amount of open contracts to fair value by recognizing any corresponding gain or loss in other income (expense). In the second
quarter 2007, the Company developed a hedging strategy and policies and procedures that met the criteria for cash flow hedge accounting. Foreign currency contracts entered into from May 2007 through June 2008 were designated as cash flow hedge
contracts and were accounted for on a monthly basis by adjusting the carrying amount of open designated contracts to fair value by recognizing any corresponding gain or loss in other comprehensive income (loss) and recognizing the net cash
settlement gain or loss in other comprehensive income (loss). Subsequently, these net cash settlement gains or losses are being recognized in cost of sales as the underlying hedged inventory is sold in each reporting period. In the condensed
statements of cash flows, net cash settlement gain or loss is included in operating cash flows as changes in other assets in the twenty-six weeks ended June 28, 2008 and customer deposits and other liabilities in the twenty-six weeks ended
June 30, 2007.

Management evaluates hedges for effectiveness, and for derivatives that are deemed ineffective, the ineffective
portion is reported through earnings. The fair market value of the hedged exposure is presumed to be the market value of the hedge instrument when critical terms match. The Company did not record any amounts for ineffectiveness in the twenty-six
weeks ended June 28, 2008 and June 30, 2007.



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##### Table of Contents

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited)  (continued)



Derivatives used to manage financial exposures for foreign exchange risks generally mature within one
year and contracts held by the Company as of June 28, 2008 mature from July 2008 to December 2008. Open hedge contracts were revalued to their fair value resulting in $36,000 in other current assets as of June 28, 2008 and $13,000 in other
liabilities as of June 30, 2007. Approximately $26,000 in accumulated other comprehensive income is expected to be recognized in cost of sales during the third quarter of 2008. The following table presents designated hedge contract activity for
the thirteen weeks and twenty-six weeks ended June 28, 2008 and June 30, 2007:



|                                                                                                                    |  |                      |      |   |                        |   |     |              |  |   |              |   |  |   |     |  
|------------------------------------------------------------------------------------------------------------------- |  | -------------------- | ---- | - | ---------------------- | - | --- | ------------ |  | - | ------------ | - |  | - | --- | -
|                                                                                                                    |  | Thirteen weeks ended |      |   | Twenty-six weeks ended |  
|(amounts in thousands)                                                                                              |  | June 28,2008         |      |   | June 30,2007           |   |     | June 28,2008 |  |   | June 30,2007 |  
|Increase (decrease) in carrying amount to fair value of open designated hedge contracts                             |  | $                    | (224 | ) |                        | $ | (13 | )            |  | $ | (15          | ) |  | $ | (13 | )
|Amount of gain (loss) recognized in other comprehensive income (loss) upon settlement of designated hedge contracts |  |                      | 221  |   |                        |   | (17 | )            |  |   | 332          |   |  |   | (17 | )
|Amount of (gain) loss reclassified from accumulated other comprehensive income (loss) into cost of sales            |  |                      | (269 | ) |                        |   | 8   |              |  |   | (328         | ) |  |   | 8   |  
|                                                                                                                    |  |                      |      |   |                        |   |     |              |  |   |              |   |  |   |     |  
|Other comprehensive loss -                                                                                          |  |                      |      |   |                        |   |     |              |  |   |              |   |  |   |     |  
|Net loss on foreign currency cash flow hedges                                                                       |  | $                    | (272 | ) |                        | $ | (22 | )            |  | $ | (11          | ) |  | $ | (22 | )
|                                                                                                                    |  |                      |      |   |                        |   |     |              |  |   |              |   |  |   |     |  

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. The Companys significant accounting estimates include estimates of dates on which products have been
received by customers used in determining when to recognize revenue, estimates of market value used in calculating inventory reserves to reflect inventory carried at a lower of cost or market, estimates of uncollectible accounts receivable,
estimates of fair value used in calculating the value of stock-based compensation, estimates of expected future cash flows and useful lives used in the review for impairment of long-lived assets, estimates of the Companys ability to realize
its deferred tax assets which are also used to establish whether valuation allowances are needed on those assets, estimates of projected net taxable income and deductible expenses used to calculate the income tax benefit for interim financial
reporting periods, estimates of freight costs used to calculate accrued liabilities, estimates of returns used to calculate sales returns reserves, estimates for determining inventory-in-transit, estimates for the amortization of prepaid catalog
costs, estimates for calculating certain accrued liabilities and estimates related to the recognition of hedging gains and losses in cost of sales. Actual results could differ from those estimates and such differences could affect the results of
operations reported in future periods.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 157,Fair Value Measurements
(FAS 157). This statement clarifies the definition of fair value and the methods used to measure fair value, and requires expanded financial statement disclosures about fair value measurements for assets and liabilities. The Company
adopted provisions of FAS 157 on December 30, 2007, the first day of the Companys fiscal year 2008, related to financial assets and liabilities, and other assets and liabilities carried at fair value on a recurring basis. The
adoption of FAS 157 did not have a material effect on the Companys financial condition or results of operations. The provisions of FAS 157 related to other nonfinancial assets and liabilities will be effective for the Company on
January 4, 2009, the first day of the Companys fiscal year 2009. The Company is currently evaluating the impact that these additional FAS 157 provisions will have on the Companys financial statements. See Note 4 for further
discussion.



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##### Table of Contents

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited)  (continued)



In February 2007, the FASB issued Statement No. 159,The Fair Value Option for Financial
Assets and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115(FAS 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the
provisions in FAS 159 are elective; however, the amendment to FAS No. 115,Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. The fair value
option established by FAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in
earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments
otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. FAS 159 is effective at the beginning of the first
fiscal year beginning after November 15, 2007. The Company has decided not to adopt FAS 159.

In December 2007, the SEC issued Staff
Accounting Bulletin No. 110 (SAB 110). SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based Payment, of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses
the views of the staff regarding the use of the simplified method in developing an estimate of the expected term of plain vanilla share options and allows usage of the simplified method for share option grants
prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue to use the simplified method for estimating the expected term of
plain vanilla share option grants after December 31, 2007. The Company adopted SAB 110 on December 30, 2007, the first day of the Companys fiscal year 2008. The Company will continue to use the simplified
method until it has enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110.

In December
2007, the FASB issued FAS No. 141 (revised 2007), Business Combinations (FAS 141(R)), which replaces FAS No. 141, Business Combinations. FAS 141(R) retains the underlying concepts of FAS 141 in that all business
combinations are still required to be accounted for at fair value under the acquisition method of accounting but FAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be
expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring
costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income
tax expense. FAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008. The Company is currently
evaluating this new statement and anticipates that this statement will not have a significant impact on the reporting of its results of operations.

In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51. This statement is effective for fiscal years and interim periods within those
fiscal years, beginning on or after December 15, 2008. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and that this minority interest be recorded
separate from the parents equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. The Company is currently evaluating this new statement and
anticipates that this statement will not have a significant impact on the reporting of its results of operations.



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##### Table of Contents

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited)  (continued)



In March 2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities(FAS 161), which changes the disclosure requirements for derivative instruments and hedging activities. FAS 161 is intended to enhance the current disclosure framework in FAS 133, Accounting for Derivative
Instruments and Hedging Activities. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating this new statement and as FAS 161 relates
specifically to disclosures, this standard will have no impact on the Companys financial condition or results of operations.

In
April 2008, the FASB issued FAS Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3) which amends the list of factors an entity should consider in developing renewal or
extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 is effective for financial statements issued for fiscal years and
interim periods beginning after December 15, 2008. The Company anticipates that this statement will have no impact on the reporting of its results of operations.

In May 2008, the FASB issued FAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (FAS 162). Under FAS 162, the Generally Accepted Accounting Principles
(GAAP) hierarchy will now reside in the accounting literature established by the FASB. FAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements
in conformity with GAAP. FAS 162 is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company anticipates that this statement will not have a significant impact on the reporting of its results of operations.

Note 2  Income Taxes

For the thirteen weeks and twenty-six weeks ended June 28, 2008,
the Company recorded tax benefits of approximately $541,000 and $1,237,000, respectively, calculated at the projected annual effective tax rate of 61.3%. The difference between the statutory rate of 39.5% and effective tax rate is primarily due to
projected stock-based compensation expense related to incentive stock options not being deductible for tax purposes. No income tax benefit was recognized in the thirteen weeks and twenty-six weeks ended June 30, 2007 because it was uncertain
whether the tax benefit of the year-to-date pre-tax loss would be realized during fiscal year 2007.

Note 3  Notes Payable and Bank Credit
Facility

On February 2, 2007, the Company entered into a Loan, Guaranty and Security Agreement with Wells Fargo Retail Finance,
LLC (the Loan Agreement) which replaced the previous loan with Wells Fargo HSBC Trade Bank, N.A. The Loan Agreement expires on February 2, 2012 and provides for an initial overall credit line up to $20,000,000, which may be
increased to $25,000,000 at the Companys option provided the Company is not in default on the Loan Agreement. The Loan Agreement consists of a revolving credit line and letters of credit up to $5,000,000. The amount the Company may borrow at
any time under the Loan Agreement is based upon a percentage of eligible inventory and accounts receivable less certain reserves. Borrowings are secured by the right, title and interest to all of the Companys personal property, including
equipment, fixtures, general intangibles, intellectual property and inventory. The Loan Agreement contains various restrictive covenants, including minimum availability, which is the amount the Company may borrow under the Loan Agreement, less
certain outstanding obligations, plus certain cash and cash equivalents, limitations on indebtedness, limitations on subordinated indebtedness and limitations on the amount of capital expenditures the Company may incur in any fiscal year. The
Company is currently in compliance with all of these restrictive covenants.



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##### Table of Contents

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited)  (continued)



Interest on borrowings will be either at Wells Fargos prime rate, or LIBOR plus 1.25% to 1.75%
based upon average availability and the unused credit line fee is 0.25%. In the event of default, the Companys interest rates will be increased by two percentage points. The interest rate on outstanding borrowings at June 28, 2008 was
5.00%. As of June 28, 2008, the Company had outstanding borrowings of $4,657,000 under the revolving credit line and $1,904,000 in outstanding letters of credit. Advances of $13,439,000 were available under the revolving credit line as of
June 28, 2008.

In June 2006, the Company financed a portion of its new information technology project with a three-year promissory
note of approximately $1,000,000 with an interest rate of approximately 2.0%. In accordance with Accounting Principals Board No. 21, Interest on Receivables and Payables (APB 21), the Company discounted this note to its fair
value. The discounted portion of approximately $58,000 is being amortized as interest expense over the life of the note using the effective interest method. As of June 28, 2008, the Companys outstanding borrowings under this and other
notes were approximately $380,000 with interest rates ranging from 2% to 6.75%. Future maturities of notes payable are approximately $152,000 for the remainder of 2008 and $228,000 for 2009.

Note 4  Fair Value Measurements

In accordance
with FAS 157, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. FAS 157 also established a three-tiered hierarchy that draws a distinction between market
participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and
(iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). The following table presents information about assets and liabilities required to be carried at
fair value on a recurring basis as of June 28, 2008 (amounts in thousands):



|                              |  |                            |    |         |   |         |  |         |    |  |   |  
|----------------------------- |  | -------------------------- | -- | ------- | - | ------- |  | ------- | -- |  | - | -
|Description                   |  | Fair Value atJune 28, 2008 |    | Level 1 |   | Level 2 |  | Level 3
|Outstanding Forward Contracts |  | $                          | 36 |         | $ |        |  | $       | 36 |  | $ | 

The Company primarily applies the market approach for recurring fair value measurements.

Note 5  Related Party Transactions

The Company rents studio space from an affiliate of the Chairman of the Companys Board of Directors. Rent expense, applicable to this space, was approximately $40,000 for each of the thirteen weeks ended June 28, 2008 and
June 30, 2007, and $80,000 for each of the twenty-six weeks ended June 28, 2008 and June 30, 2007.

Note 6  Commitments

As of June 28, 2008, inventory purchase obligations related to open purchase orders were approximately $25,228,000, commitments
for furniture, fixtures, and leasehold improvements related to new Tools for Living stores were approximately $1,510,000, commitments related to new studio fixtures were approximately $220,000, and commitments for various information technology
systems and website maintenance were approximately $2,503,000.



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Caution on Forward-Looking Statements

Any statements in this report and the information
incorporated herein by reference about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. You can identify these forward-looking statements by the
use of words or phrases such as believe, may, could, will, estimate, continue, anticipate, intend, seek, plan,
expect, should or would. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described in our Annual Report on Form 10-K for the year ended
December 29, 2007.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot
guarantee future results, events, levels of activity, performance or achievement. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless
required by law.

The following discussion contains forward-looking statements, which involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the caption Risk Factors in our Annual Report on Form 10-K for the year ended
December 29, 2007. The interim financial statements and this Managements Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes thereto for the fiscal
year ended December 29, 2007 and the related Managements Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 29,
2007 filed with the Securities and Exchange Commission on March 12, 2008.

Overview

We are a retailer of distinctive modern design products to both residential and commercial customers. Our clients purchase through three integrated sales
points. We have developed a national presence in modern design furnishings and a brand recognized for design excellence among our customers and the design community. In the process we have created a business model that enables us to provide products
to our customers in a more convenient, efficient and economical manner than was previously available to them. Our policy of maintaining core products in stock represents a departure from the approach taken by many other modern design furnishings
retailers.

In fiscal year 2007, we introduced an extended lead-time program, allowing our clients to personalize their product to meet
their unique needs. In addition, we launched an expanded offering in accessories in the fourth quarter 2007, which we call Tools for Living. We believe this new product line will increase our presence in providing modern design solutions
for our customers. We plan to feature in this category approximately 700 products, ranging in price from under $20 to over $2,000. The products all share good design and functionality.



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##### Table of Contents

Each Tools for Living product is unique in how it solves a problem or makes something more comfortable or
easier to use. We view this as an opportunity to offer our existing customers a solution to their everyday problems, as well as providing an introduction to DWR for new clients. If Tools for Living achieves a sufficient level of market acceptance,
we will continue to grow the product line and explore other design-driven opportunities. Our relationships with both internationally recognized and emerging designers continue to grow and allow us to offer our customers an array of innovative and
often hard-to-find merchandise.

Our business strategy is based upon the premise that integrated sales points improve customer convenience,
reinforce brand awareness, enhance customer knowledge of our products and produce operational benefits that ultimately improve market penetration and returns on capital. We believe most traditional retailers initially established their presence with
one sales point and subsequently added additional sales points, thereby making integration across sales points more difficult.

We have
experienced significant growth in customers and sales since our founding in 1998. We began selling products through the phone and online in the second half of 1999, and we opened our first studio in November 2000. We base our decisions on where to
open new studios by categorizing markets into tiers based on household population statistics and supporting sales data collected from our other sales points. Our experience indicates that studio openings significantly improve our overall
market penetration rates in the markets in which they are located. In addition, we have seen our online sales increase in markets where we have studios compared to markets where we do not have studios.

In recent years, we have continued to increase sales as our studio base grows. Studios have increased in number from one at the end of 2000 to 68 studios
and one outlet operating in 25 states, the District of Columbia and Canada as of June 28, 2008. During the first quarter 2008, we opened two new studios. We plan to open two Tools for Living stores in the third quarter 2008.

All of our sales points utilize a single common inventory held at our Hebron, Kentucky fulfillment center. Because we dont offer a cash and
carry option in our studios, we are able to more fully utilize selling space and avoid the operational issues that often arise with stock balancing and store replenishment. We currently source our products primarily in the U.S. and Europe. In
the twenty-six weeks ended June 28, 2008, we purchased approximately 35% of our product inventories from manufacturers in foreign countries, with 25% of our product inventory purchases being paid for in Euros. To mitigate our foreign currency
exchange risk, we purchased foreign currency contracts to pay for merchandise purchases. As fiscal year 2008 progresses, we expect to have an increasing amount of products being sourced from factories outside of Europe. We plan to increase our
efforts to develop products internally and include more exclusive items in our mix, and in doing so, source products from other parts of the world including Latin America and Asia where product costs are generally lower. Our product development team
has worked diligently to find qualified factories in North America, Asia and elsewhere that can provide us with the quality our clients expect but free us from the impact of fluctuations in the price of the Euro. By the end of 2009, we believe we
can achieve product margin improvements from these efforts. We believe that within five years we may have less than 20% of our product coming from European factories.

Basis of Presentation

We operate on a 52- or 53-week fiscal year, which ends on the Saturday
closest to December 31. Each fiscal year consists of four 13-week quarters, with an extra week added onto the fourth quarter every four to six years. Our 2007 fiscal year ended on December 29, 2007 and the 2008 fiscal year will end on
January 3, 2009. Fiscal year 2007 consisted of 52 weeks and fiscal year 2008 consists of 53 weeks.



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##### Table of Contents

Results of Operations

Comparison of the thirteen weeks ended June 28, 2008 (Second Quarter 2008) to the thirteen weeks ended June 30, 2007 (Second Quarter 2007)

Net Sales.Net sales consist of studio sales, online sales, phone sales, other sales and shipping and handling fees, net of actual and estimated returns by customers. Studio sales consist of sales of
merchandise to customers from orders placed at our studios, online sales consist of sales of merchandise from orders placed through our website, phone sales consist of sales of merchandise through the toll-free numbers, and other sales consist of
warehouse sales and outlet sales. Warehouse sales consist of periodic clearance sales at our fulfillment center of product samples and products that customers have returned. Outlet sales consist of sales at our outlet of product samples, returned
products from our customers and, to a lesser degree, full price products. Shipping and handling fees consist of amounts we charge customers for the delivery of merchandise.



|                           |  |                      |        |               |       |   |              |   |               |  |       |        |  |   |         |   |  |       |   
|-------------------------- |  | -------------------- | ------ | ------------- | ----- | - | ------------ | - | ------------- |  | ----- | ------ |  | - | ------- | - |  | ----- | --
|                           |  | Thirteen weeks ended |       
|(amounts in thousands)     |  | June 28,2008         |        | % of NetSales |       |   | June 30,2007 |   | % of NetSales |  |       | Change |  |   | %Change |  
|Studio sales               |  | $                    | 32,617 |               | 69.0  | % |              | $ | 31,917        |  | 65.0  | %      |  | $ | 700     |   |  | 2.2   | % 
|Online sales               |  |                      | 6,276  |               | 13.3  | % |              |   | 7,584         |  | 15.5  | %      |  |   | (1,308  | ) |  | (17.2 | )%
|Phone sales                |  |                      | 4,128  |               | 8.7   | % |              |   | 5,029         |  | 10.2  | %      |  |   | (901    | ) |  | (17.9 | )%
|Other sales                |  |                      | 1,782  |               | 3.8   | % |              |   | 1,903         |  | 3.9   | %      |  |   | (121    | ) |  | (6.4  | )%
|Shipping and handling fees |  |                      | 2,457  |               | 5.2   | % |              |   | 2,635         |  | 5.4   | %      |  |   | (178    | ) |  | (6.8  | )%
|                           |  |                      |        |               |       |   |              |   |               |  |       |        |  |   |         |   |  |       |   
|Net sales                  |  | $                    | 47,260 |               | 100.0 | % |              | $ | 49,068        |  | 100.0 | %      |  | $ | (1,808  | ) |  | (3.7  | )%
|                           |  |                      |        |               |       |   |              |   |               |  |       |        |  |   |         |   |  |       |   

Net sales decreased $1,808,000, or 3.7%, to $47,260,000 in the second quarter 2008 from
$49,068,000 in the second quarter 2007. The decrease in the combined net sales of our three sales points (studio, online and phone) is, related in part, to a decrease in the number of units of merchandise shipped, partially offset by a higher
average per unit retail sales price. Studio sales increased $700,000, or 2.2%, in the second quarter 2008 compared to the second quarter 2007. This increase is attributable to the incremental sales of approximately $1,713,000 generated from two new
studios opened in fiscal year 2007 which did not operate during the entire second quarter 2007 and two new studios opened in the first quarter 2008. We had 68 studios and one outlet open at the end of the second quarter 2008 compared to 65 studios
and one outlet open at the end of the second quarter 2007. Online sales decreased $1,308,000, or 17.2%, and phone sales decreased $901,000, or 17.9%, in the second quarter 2008 compared to the second quarter 2007.

Other sales decreased $121,000, or 6.4%, in the second quarter 2008 compared to the second quarter 2007. This decrease is primarily related to a decrease
in warehouse sales of approximately $287,000, partially offset by an increase in our outlet sales of approximately $148,000. Shipping and handling fees for delivery of merchandise decreased $178,000, or 6.8%, in the second quarter 2008 compared to
the second quarter 2007, primarily attributable to the decrease in product sales, a reduction in rates we charged for shipping to our customers and more free shipping days in the second quarter 2008.



14



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##### Table of Contents

Cost of Sales. Cost of sales decreased by $2,025,000, or 7.4%, to $25,325,000 in the second
quarter 2008 from $27,350,000 in the second quarter 2007. The decrease in cost of sales is attributable to the decrease in net sales and product-related margin improvements. Cost of sales as a percentage of net sales decreased 2.1 percentage points
to 53.6% in the second quarter 2008 from 55.7% in the second quarter 2007, primarily attributable to product-related margin improvements. Shipping margins were negative in the second quarter 2008 and second quarter 2007 partially attributable to
free shipping events in both periods. In addition, in the second quarter 2008 we reduced our rates we charged for shipping to our customers and incurred rate increases we pay for shipping as a result of fuel surcharges. These factors negatively
impacted our shipping margins in the second quarter of 2008.

Selling, General and Administrative Expenses(SG&A).
Selling, general and administrative expenses consist of studio costs, including salaries and studio occupancy costs, costs associated with publishing our catalogs and maintaining our website, and corporate and fulfillment center costs, including
salaries and occupancy costs, among others. Our gross margins may not be comparable to those of other companies because some other companies include all of the costs related to their distribution network in cost of sales, while other companies,
including us, may exclude a portion of those costs from gross margin, including them instead in other line items, such as selling, general and administrative expenses.



|                                        |  |                      |        |               |      |   |              |   |               |  |      |        |  |   |         |   |  |       |   
|--------------------------------------- |  | -------------------- | ------ | ------------- | ---- | - | ------------ | - | ------------- |  | ---- | ------ |  | - | ------- | - |  | ----- | --
|                                        |  | Thirteen weeks ended |       
|(amounts in thousands)                  |  | June 28,2008         |        | % of NetSales |      |   | June 30,2007 |   | % of NetSales |  |      | Change |  |   | %Change |  
|Salaries and benefits                   |  | $                    | 8,869  |               | 18.8 | % |              | $ | 9,154         |  | 18.7 | %      |  | $ | (285    | ) |  | (3.1  | )%
|Occupancy and related expense           |  |                      | 6,616  |               | 14.0 | % |              |   | 5,882         |  | 12.0 | %      |  |   | 734     |   |  | 12.5  | % 
|Catalog, advertising and promotion      |  |                      | 3,408  |               | 7.2  | % |              |   | 2,655         |  | 5.4  | %      |  |   | 753     |   |  | 28.4  | % 
|Other expense                           |  |                      | 3,466  |               | 7.3  | % |              |   | 3,154         |  | 6.4  | %      |  |   | 312     |   |  | 9.9   | % 
|Professional, accounting, legal and SOX |  |                      | 347    |               | 0.7  | % |              |   | 1,393         |  | 2.8  | %      |  |   | (1,046  | ) |  | (75.1 | )%
|                                        |  |                      |        |               |      |   |              |   |               |  |      |        |  |   |         |   |  |       |   
|Total SG&A                              |  | $                    | 22,706 |               | 48.0 | % |              | $ | 22,238        |  | 45.3 | %      |  | $ | 468     |   |  | 2.1   | % 
|                                        |  |                      |        |               |      |   |              |   |               |  |      |        |  |   |         |   |  |       |   

SG&A expenses increased by $468,000, or 2.1%, to $22,706,000 in the second quarter 2008 from
$22,238,000 in the second quarter 2007. As a percentage of net sales, SG&A expenses increased to 48.0% in the second quarter 2008 from 45.3% in the second quarter 2007, primarily attributable to the decrease in net sales and increased expenses
described below. The increases in SG&A are primarily due to the following:



| |  |  | Salaries and benefits expense decreased $285,000, or 3.1%, to $8,869,000 in the second quarter 2008 from $9,154,000 in the second quarter 2007. This decrease is
primarily related to a $202,000 decrease in stock-based compensation expense, a $107,000 decrease in commission and bonus expenses, related in part, to the decrease in net sales, and a $67,000 decrease in recruiting, relocation and severance
expenses. This decrease was partially offset by a $136,000 increase in salary and contract labor expenses. Incremental salaries and benefits expense related to two new studios opened in fiscal year 2007 which did not operate during the entire second
quarter 2007 and two new studios opened in the first quarter 2008 was approximately $199,000. We may increase or decrease headcount depending on operating requirements and cost considerations that would affect salaries and benefits expense.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Occupancy and related expense increased $734,000, or 12.5%, to $6,616,000 in the second quarter 2008 compared to $5,882,000 in the second quarter 2007. This
increase is primarily due to a $803,000 increase in rent and related operating expenses of which $240,000 is associated with two new studios opened in fiscal year 2007 which did not operate during the entire second quarter 2007 and two new studios
opened in the first quarter 2008, and the incremental expense of $303,000 primarily for rent to relocate a studio and convert the existing location into a Tools for Living store. This increase was partially offset by a $65,000 decrease in
depreciation expense. Occupancy and related expense is expected to increase with the opening of new studios.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Catalog, advertising and promotion expense increased approximately $753,000, or 28.4%, to $3,408,000 in the second quarter 2008 from $2,655,000 in the second
quarter 2007. This increase is primarily due to a $511,000 increase in catalog expense and a $221,000 increase in media advertising expense. Direct response catalog costs are capitalized as prepaid catalog costs and are amortized over their expected
period of future benefit of approximately four months. The increase in catalog amortization expense is attributable to increased paper, printing and distribution costs for our 2008 catalog as compared to our 2007 catalogs. We expect higher catalog
expense throughout 2008 compared to 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other expense increased $312,000, or 9.9%, to $3,466,000 in the second quarter 2008 compared to $3,154,000 in the second quarter 2007. The increase is partially due
to a $72,000 increase in travel-related expense, and a $51,000 increase in telecommunication expense.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Professional, accounting, legal and SOX expense decreased $1,046,000, or 75.1%, to $347,000 in the second quarter 2008 compared to $1,393,000 in the second quarter
2007. The decrease is primarily due to a $1,077,000 decrease in accounting and consulting fees directly related to SEC reporting and SOX compliance, partially offset by a $46,000 increase in legal expense.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest Income.Interest income decreased $45,000 to $40,000 in the second quarter 2008 compared to $85,000 in the second quarter 2007, primarily
due to lower interest rates and a lower amount of invested capital in the second quarter 2008 compared to the second quarter 2007.

Interest Expense.Interest expense decreased $87,000 to $70,000 in the second quarter 2008 compared to $157,000 in the second quarter 2007, primarily due to a lower amount of borrowings under our loan agreement and lower interest
rates in the second quarter 2008 compared to the second quarter 2007.

Other Income (Expense), Net. Other income of $101,000 in the
second quarter 2008 primarily consists of foreign currency exchange gains related to currency fluctuations. We have certain liabilities from merchandise purchases denominated principally in Euros that result in gains or losses to other income or
expense when the value of the dollar changes. Such gains or losses are not offset against gains from designated hedge contracts in which corresponding gains or losses are recognized in other comprehensive income.

Income Taxes. We recorded a tax benefit of approximately $541,000 in the second quarter 2008. No income tax benefit was recognized in the second
quarter 2007 because it was uncertain whether the tax benefit of the year-to-date pre-tax loss would be realized during fiscal year 2007.



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##### Table of Contents

Comparison of the twenty-six weeks ended June 28, 2008 to the twenty-six weeks ended June 30, 2007

Net Sales.



|                           |  |                        |        |               |       |   |              |   |               |  |       |        |  |   |         |   |  |       |   
|-------------------------- |  | ---------------------- | ------ | ------------- | ----- | - | ------------ | - | ------------- |  | ----- | ------ |  | - | ------- | - |  | ----- | --
|                           |  | Twenty-six weeks ended |       
|(amounts in thousands)     |  | June 28,2008           |        | % of NetSales |       |   | June 30,2007 |   | % of NetSales |  |       | Change |  |   | %Change |  
|Studio sales               |  | $                      | 63,931 |               | 67.9  | % |              | $ | 60,405        |  | 65.0  | %      |  | $ | 3,526   |   |  | 5.8   | % 
|Online sales               |  |                        | 12,603 |               | 13.4  | % |              |   | 14,376        |  | 15.5  | %      |  |   | (1,773  | ) |  | (12.3 | )%
|Phone sales                |  |                        | 8,427  |               | 8.9   | % |              |   | 9,226         |  | 9.9   | %      |  |   | (799    | ) |  | (8.7  | )%
|Other sales                |  |                        | 3,201  |               | 3.4   | % |              |   | 3,111         |  | 3.4   | %      |  |   | 90      |   |  | 2.9   | % 
|Shipping and handling fees |  |                        | 6,012  |               | 6.4   | % |              |   | 5,798         |  | 6.2   | %      |  |   | 214     |   |  | 3.7   | % 
|                           |  |                        |        |               |       |   |              |   |               |  |       |        |  |   |         |   |  |       |   
|Net sales                  |  | $                      | 94,174 |               | 100.0 | % |              | $ | 92,916        |  | 100.0 | %      |  | $ | 1,258   |   |  | 1.4   | % 
|                           |  |                        |        |               |       |   |              |   |               |  |       |        |  |   |         |   |  |       |   

Net sales increased $1,258,000, or 1.4%, to $94,174,000 in the twenty-six weeks ended
June 28, 2008 from $92,916,000 in the twenty-six weeks ended June 30, 2007. The increase in the combined net sales of our three sales points (studio, online and phone) is related, in part, to a higher average per unit retail sales price,
partially offset by a decrease in the number of units of merchandise shipped. Studio sales increased $3,526,000, or 5.8%, in the twenty-six weeks ended June 28, 2008 compared to the twenty-six weeks ended June 30, 2007. This increase is
attributable to the incremental sales of approximately $2,448,000 generated from two new studios opened in fiscal year 2007 which did not operate during the entire first half of 2007 and two new studios opened in the first quarter 2008. Online sales
decreased $1,773,000, or 12.3%, and phone sales decreased $799,000, or 8.7%, in twenty-six weeks ended June 28, 2008 compared to the twenty-six weeks ended June 30, 2007.

Other sales increased $90,000 or 2.9%, in the twenty-six weeks ended June 28, 2008 compared to the twenty-six weeks ended June 30, 2007. This
increase is primarily related to an increase of approximately $537,000 in sales generated from our outlet, partially offset by a decrease in warehouse sales of approximately $476,000. Shipping and handling fees for delivery of merchandise increased
$214,000, or 3.7%, in the twenty-six weeks ended June 28, 2008 compared to the twenty-six weeks ended June 30, 2007, partially attributable to the increased product sales.

Cost of Sales. Cost of sales decreased by $2,790,000, or 5.3%, to $50,063,000 in the twenty-six weeks ended June 28, 2008 from $52,853,000 in
the twenty-six weeks ended June 30, 2007. Cost of sales as a percentage of net sales decreased 3.7 percentage points to 53.2% in the twenty-six weeks ended June 28, 2008 from 56.9% in the twenty-six weeks ended June 30, 2007. Of the
3.7 percentage points decrease in cost of sales as a percentage of net sales, 3.4 percentage points were attributable to product-related margin improvements and 0.3 percentage points were attributable to shipping margin improvements. Shipping
margins were negative in the twenty-six weeks ended June 28, 2008 and June 30, 2007, partially attributable to free shipping events in both periods. In addition, in the second quarter 2008 we reduced our rates we charged for shipping to
our customers and in the twenty-six weeks ended June 28, 2008, incurred rate increases we pay for shipping as a result of fuel surcharges. These factors negatively impacted our shipping margins in the twenty-six weeks ended June 28, 2008.



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##### Table of Contents

Selling, General and Administrative Expenses (SG&A).



|                                        |  |                        |        |               |      |   |              |   |               |  |      |        |  |   |         |   |  |       |   
|--------------------------------------- |  | ---------------------- | ------ | ------------- | ---- | - | ------------ | - | ------------- |  | ---- | ------ |  | - | ------- | - |  | ----- | --
|                                        |  | Twenty-six weeks ended |       
|(amounts in thousands)                  |  | June 28,2008           |        | % of NetSales |      |   | June 30,2007 |   | % of NetSales |  |      | Change |  |   | %Change |  
|Salaries and benefits                   |  | $                      | 18,229 |               | 19.4 | % |              | $ | 18,387        |  | 19.8 | %      |  | $ | (158    | ) |  | (0.9  | )%
|Occupancy and related expense           |  |                        | 12,979 |               | 13.8 | % |              |   | 12,368        |  | 13.3 | %      |  |   | 611     |   |  | 4.9   | % 
|Catalog, advertising and promotion      |  |                        | 6,691  |               | 7.1  | % |              |   | 4,511         |  | 4.9  | %      |  |   | 2,180   |   |  | 48.3  | % 
|Other expense                           |  |                        | 6,785  |               | 7.2  | % |              |   | 5,917         |  | 6.4  | %      |  |   | 868     |   |  | 14.7  | % 
|Professional, accounting, legal and SOX |  |                        | 1,381  |               | 1.5  | % |              |   | 3,299         |  | 3.6  | %      |  |   | (1,918  | ) |  | (58.1 | )%
|                                        |  |                        |        |               |      |   |              |   |               |  |      |        |  |   |         |   |  |       |   
|Total SG&A                              |  | $                      | 46,065 |               | 48.9 | % |              | $ | 44,482        |  | 47.9 | %      |  | $ | 1,583   |   |  | 3.6   | % 
|                                        |  |                        |        |               |      |   |              |   |               |  |      |        |  |   |         |   |  |       |   

SG&A expenses increased by $1,583,000, or 3.6%, to $46,065,000 in the twenty-six weeks ended
June 28, 2008 from $44,482,000 in the twenty-six weeks ended June 30, 2007. As a percentage of net sales, SG&A expenses increased to 48.9% in the twenty-six weeks ended June 28, 2008 from 47.9% in the twenty-six weeks ended
June 30, 2007, attributable to the increased expenses described below. The increases in SG&A are primarily due to the following:



| |  |  | Salaries and benefits expense decreased $158,000, or 0.9%, to $18,229,000 in the twenty-six weeks ended June 28, 2008 from $18,387,000 in the twenty-six weeks
ended June 30, 2007. This decrease is primarily related to a $337,000 decrease in stock-based compensation expense and a $111,000 decrease in recruiting, relocation and severance expenses. This decrease was partially offset by a $279,000
increase in salary and contract labor expenses and a $47,000 increase in commission and bonus expenses, related in part, to the increase in net sales. Incremental salaries and benefits expense related to two new studios opened in fiscal year 2007
which did not operate during the entire first half of 2007 and two new studios opened in the first quarter 2008 was approximately $353,000. Salaries and benefits expense is expected to increase due to benefit cost increases, increased commissions
related to planned sales increases, if any, and headcount increases from new studios not operating in the prior comparable period.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Occupancy and related expense increased $611,000, or 4.9%, to $12,979,000 in the twenty-six weeks ended June 28, 2008 compared to $12,368,000 in the twenty-six
weeks ended June 30, 2007. This increase is primarily due to a $1,201,000 increase in rent and related operating expenses of which $434,000 is associated with two new studios opened in fiscal year 2007 which did not operate during the entire
first half of 2007 and two new studios opened in the first quarter 2008, and the incremental expense of $400,000 to relocate a studio and convert the existing location into a Tools for Living store. This increase was partially offset by a $587,000
decrease in depreciation expense, of which $450,000 was related to our information technology system, which was fully depreciated in the first quarter 2007.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Catalog, advertising and promotion expense increased approximately $2,180,000, or 48.3%, to $6,691,000 in the twenty-six weeks ended June 28, 2008 from
$4,511,000 in the twenty-six weeks ended June 30, 2007. This increase is primarily due to a $1,750,000 increase in catalog expense and a $378,000 increase in media advertising expense. Direct response catalog costs are capitalized as prepaid
catalog costs and are amortized over their expected period of future benefit of approximately four months. Of the increase in catalog amortization expense, approximately $874,000 is attributable to the number and timing of catalogs distributed prior
to December 29, 2007 and approximately $876,000 is attributable to increased paper, printing and distribution costs for our 2008 catalog as compared to our 2007 catalogs.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other expense increased $868,000, or 14.7%, to $6,785,000 in the twenty-six weeks ended June 28, 2008 compared to $5,917,000 in the twenty-six weeks ended
June 30, 2007. The increase is primarily due to a $174,000 increase in uncollectible credit card billings, a $167,000 increase in travel-related expense, a $162,000 increase in the cost of distributing sample merchandise to our studios, a
$149,000 increase in sales-related merchant fees and a $130,000 increase in telecommunication expense.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Professional, accounting, legal and SOX expense decreased $1,918,000, or 58.1%, to $1,381,000 in the twenty-six weeks ended June 28, 2008 compared to
$3,299,000 in the twenty-six weeks ended June 30, 2007. The decrease is primarily due to a $1,983,000 decrease in accounting and consulting fees directly related to SEC reporting and SOX compliance, partially offset by a $92,000 increase in
legal expense.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest Income.Interest income decreased $98,000 to $97,000 in the twenty-six weeks ended
June 28, 2008 compared to $195,000 in the twenty-six weeks ended June 30, 2007, primarily due to lower interest rates and a lower amount of invested capital in the twenty-six weeks ended June 28, 2008 compared to the twenty-six weeks
ended June 30, 2007.

Interest Expense.Interest expense decreased $77,000 to $118,000 in the twenty-six weeks ended
June 28, 2008 compared to $195,000 in the twenty-six weeks ended June 30, 2007 primarily due to a lower amount of borrowings under our loan agreement and lower interest rates in the twenty-six weeks ended June 28, 2008 compared to the
twenty-six weeks ended June 30, 2007.

Other Income (Expense), Net. Other expense of $43,000 in the twenty-six weeks ended
June 28, 2008 primarily consists of foreign currency exchange losses related to the value of the dollar decreasing approximately 7% relative to the Euro during the first quarter 2008. We have certain liabilities from merchandise purchases
denominated principally in Euros that result in charges to other expense when the value of the dollar decreases. Such charges are not offset against gains from designated hedge contracts in which corresponding gains are recognized in other
comprehensive income.

Income Taxes. We recorded a tax benefit of approximately $1,237,000 calculated at the projected annual
effective tax rate of 61.3% in the twenty-six weeks ended June 28, 2008. The difference between the statutory rate of 39.5% and effective tax rate is primarily due to projected stock-based compensation expense related to incentive stock options
not being deductible for tax purposes. No income tax benefit was recognized in the twenty-six weeks ended June 30, 2007 because it was uncertain whether the tax benefit of the year-to-date pre-tax loss would be realized during fiscal year 2007.



19



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##### Table of Contents

Liquidity and Capital Resources

As of June 28, 2008, cash and cash equivalents were approximately $7,070,000. Working capital was $24,359,000 and $17,473,000 as of June 28, 2008 and June 30, 2007, respectively.

Cash Flows.Net cash provided by (used in):



|                       |  |                        |        |   |               |   |        |  
|---------------------- |  | ---------------------- | ------ | - | ------------- | - | ------ | -
|                       |  | Twenty-six weeks ended |       
|(amounts in thousands) |  | June 28, 2008          |        |   | June 30, 2007 |  
|Operating activities   |  | $                      | (545   | ) |               | $ | (9,567 | )
|Investing activities   |  |                        | (2,541 | ) |               |   | (3,602 | )
|Financing activities   |  |                        | 4,505  |   |               |   | 10,967 |  

Net Cash Used in Operating Activities. Net cash used in operating activities was $545,000
in the twenty-six weeks ended June 28, 2008 compared to $9,567,000 in the twenty-six weeks ended June 30, 2007. The improvement in cash flow was primarily attributable to a lower amount of inventory purchases and a lower net loss in the
twenty-six weeks ended June 28, 2008 compared to the twenty-six weeks ended June 30, 2007. We have lowered the amount of inventory by improving our merchandise purchasing process and increasing the use of shipments directly from our
vendors to our customers.

Net Cash Used in Investing Activities.Cash used in investing activities was primarily for the purchase
of property and equipment related to our new studios and information technology systems of $2,541,000 in the twenty-six weeks ended June 28, 2008 compared to $3,602,000 in the twenty-six weeks ended June 30, 2007. We opened two new studios
in each of the twenty-six weeks ended June 28, 2008 and June 30, 2007. On April 1, 2008, we launched our website on a new platform and on May 12, 2008, we installed a new warehousing and distribution system at our fulfillment
center.

For the remainder of fiscal year 2008, we anticipate that our investment in property and equipment will be between approximately
$5,500,000 and $6,500,000 primarily to implement new information technology systems, open two Tools for Living stores and remodel selected studios. We plan to finance these investments in fiscal year 2008 from our existing cash balances, our
anticipated cash flows from operations and borrowings under our revolving line of credit facility.

Net Cash Provided by Financing
Activities.Net cash provided by financing activities was $4,505,000 in the twenty-six weeks ended June 28, 2008 compared to $10,967,000 in the twenty-six weeks ended June 30, 2007. Cash provided by financing activities was comprised
primarily of borrowings on our bank credit facility of $4,657,000 and $11,319,000 in the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively. Cash used in financing activities was for the repayment of long-term obligations
of $185,000 and $376,000 in the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively.

As of June 28, 2008,
we had available approximately $20,509,000 in working capital resources for our future cash needs as follows:



| |  |  | approximately $7,070,000 in cash and cash equivalents; and
| | - |  | ----------------------------------------------------------



| |  |  | approximately $13,439,000 in availability under our working capital line of credit.
| | - |  | -----------------------------------------------------------------------------------



20



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##### Table of Contents

Commitments and Contractual Obligations

On February 2, 2007, we entered into a Loan, Guaranty and Security Agreement with Wells Fargo Retail Finance, LLC, or the Loan Agreement, which
replaced the previous loan with Wells Fargo HSBC Trade Bank, N.A. The Loan Agreement expires on February 2, 2012 and provides for an initial overall credit line up to $20,000,000 which may be increased to $25,000,000 at our option, provided we
are not in default on the Loan Agreement. The Loan Agreement consists of a revolving credit line and letters of credit up to $5,000,000. The amount we may borrow at any time under the Loan Agreement is based upon a percentage of eligible inventory
and accounts receivable less certain reserves. Borrowings are secured by the right, title and interest to all of our personal property, including equipment, fixtures, general intangibles, intellectual property and inventory. The Loan Agreement
contains various restrictive covenants, including minimum availability, which is the amount we may borrow under the Loan Agreement, less certain outstanding obligations, plus certain cash and cash equivalents, limitations on indebtedness,
limitations on subordinated indebtedness and limitations on the amount of capital expenditures we may incur in any fiscal year. We are currently in compliance with all of these restrictive covenants.

Interest on borrowings will be either at Wells Fargos prime rate, or LIBOR plus 1.25% to 1.75% based upon average availability and the unused
credit line fee is 0.25%. In the event of default, our interest rates would increase by two percentage points. The interest rate on outstanding borrowings at June 28, 2008 was 5.00%. As of June 28, 2008, we had outstanding borrowings of
$4,657,000 under the revolving credit line and $1,904,000 in outstanding letters of credit. Advances of $13,439,000 were available under the revolving credit line as of June 28, 2008.

We have various other notes payable, which consist primarily of unsecured equipment financing loans. In June 2006, we financed a portion of our new
information technology project with a three-year promissory note of approximately $1,000,000 with an interest rate of approximately 2.0%. In accordance with APB Opinion No. 21 Interest on Receivables and Payables, or APB 21,
we discounted this note to its fair value. The discounted portion of approximately $58,000 is being amortized as interest expense over the life of the note using the effective interest method. As of June 28, 2008, outstanding borrowings under
these notes were $380,000 with interest rates ranging from 2% to 6.75%. These notes mature in 2009.

We entered into equipment leases
during fiscal year 2007 with remaining capitalized lease obligation payments of $131,000 as of June 28, 2008.

As of June 28,
2008, inventory purchase obligations related to open purchase orders were approximately $25,228,000, commitments for furniture, fixtures, and leasehold improvements related to new stores were approximately $1,510,000, commitments related to new
studio fixtures were approximately $220,000, and commitments for various information technology systems and website maintenance were approximately $2,503,000.



21



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##### Table of Contents

Critical Accounting Estimates

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical
accounting policies and estimates are set forth below and in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007, in the Notes to Financial Statements and Critical Accounting Policies and Estimates section.

Revenue Recognition

We recognize revenue on the
date on which we estimate that the product has been received by the customer. We retain title to items and bear the risk of loss until delivery on shipments from our warehouse. We take title to items drop shipped by vendors at the time of shipment
and bear the risk of loss until delivery to customers. We use third-party freight carrier information to estimate standard delivery times to various locations throughout the United States. We record as deferred revenue the dollar amount of all
shipments for a particular day, if based upon our estimated delivery time, such shipments, on average, are expected to be delivered after the end of the reporting period. As of June 28, 2008, December 29, 2007 and June 30, 2007,
deferred revenue was approximately $1,954,000, $325,000 and $3,609,000, respectively, and related deferred cost of sales was approximately $1,037,000, $173,000 and $1,859,000, respectively.

Sales are recorded net of expected returns by customers. Significant management judgments and estimates must be made and used in connection with
determining net sales recognized in any accounting period. Our management must make estimates of potential future product returns related to current period revenue. We analyze historical returns, current economic trends and changes in customer
demand and acceptance of products when evaluating the adequacy of the sales returns and other allowances in any accounting period. The returns allowance is recorded as a reduction to net sales for the estimated retail value of the projected product
returns and as a reduction in cost of sales for the corresponding cost amount less any reserve for estimated scrap. The reserves for estimated product returns were approximately $572,000, $654,000 and $656,000 as of June 28, 2008,
December 29, 2007 and June 30, 2007, respectively.



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##### Table of Contents

|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Foreign Currency Exchange Risk

In the twenty-six weeks ended June 28, 2008, we generated approximately 99% of our net
sales in U.S. dollars, but we purchased approximately 35% of our product inventories from manufacturers in foreign countries, with 25% of our product inventory purchases being paid for in Euros. Increases and decreases in the U.S. dollar relative to
the Euro result in fluctuations in the cost to us of merchandise sourced from Europe. As a result of such currency fluctuations, we have experienced and may continue to experience fluctuations in our operating results on an annual and a quarterly
basis going forward. Specifically, as the value of the U.S. dollar declines relative to the Euro, the effective cost for our product increases. As a result, declines in the value of the U.S. dollar relative to the Euro and other foreign currencies
would increase our cost of sales and decrease our gross margin. Although our hedging strategy described below may mitigate this risk in the short-term, currency fluctuations in the long term will not be mitigated by hedging because we do not hedge
our currency risks beyond a year.

In the twenty-six weeks ended June 28, 2008, the value of the dollar decreased approximately 7%
relative to the Euro. We implemented a new hedging strategy in the first quarter 2007 to mitigate the impact of foreign currency fluctuations on inventory purchases. Foreign currency contracts entered into from January 2007 to April 2007 were not
designated as cash flow hedge contracts. We accounted for non-hedge foreign currency contracts on a monthly basis by recognizing the net cash settlement gain or loss in other income (expense) and adjusting the carrying amount of open contracts to
fair value by recognizing any corresponding gain or loss in other income (expense). In the second quarter 2007, we developed a hedging strategy and policies and procedures that met the criteria for cash flow hedge accounting. Foreign currency
contracts entered into from May 2007 through June 2008 were designated as cash flow hedge contracts and were accounted for on a monthly basis by adjusting the carrying amount of open designated contracts to fair value by recognizing any
corresponding gain or loss in other comprehensive income (loss) and recognizing the net cash settlement gain or loss in other comprehensive income (loss). Subsequently, these net cash settlement gains or losses are being recognized in cost of sales
as the underlying hedged inventory is sold in each reporting period. Net cash settlement gain or loss is included in operating cash flows as changes in other assets in the condensed statements of cash flows. Our derivative positions were used only
to manage identified exposures. If our hedging strategy does not help reduce fluctuations in our cost of goods and mitigate the impact of the strengthening of the Euro relative to the U.S. dollar, we will continue to have difficulties in accurately
predicting our costs of sales and our cost of sales may increase, adversely impacting our gross margin. A hypothetical 1% increase or decrease in the Euro exchange rate with the dollar on December 30, 2007 would have resulted in a $56,000
change to cost of sales in the twenty-six weeks ended June 28, 2008 and $157,000 change to cost of sales on an annualized basis.

Interest Rate
Risk

We have interest payable on our revolving line of credit. Amounts borrowed under this line of credit bear interest at an annual
rate equal to the lenders prime lending rate or LIBOR plus 1.25% to 1.75% based upon average availability. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the future financing
requirements. As of June 28, 2008, we had $4,657,000 of outstanding borrowings under the revolving credit line at an interest rate of 5.00%. A hypothetical 1% increase or decrease in interest rates on December 30, 2007 would have resulted
in a $16,000 change to our interest expense in the twenty-six weeks ended June 28, 2008 and $32,000 on an annualized basis.



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|Item 4. | Controls and Procedures
|------- | -----------------------



|(a) | Evaluation of Disclosure Controls and Procedures
|--- | ------------------------------------------------

Management, including our Chief Executive, or CEO, and Chief Financial Officer, or CFO, evaluated the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this report, in accordance with
Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based on that evaluation, our CEO and CFO concluded that control deficiencies which constituted material weaknesses at December 29, 2007 as discussed in subsection (b) below,
continued to exist in our internal control over financial reporting as of the end of the period covered by this report. As a result of these material weaknesses, our CEO and CFO concluded that our disclosure controls and procedures were not
effective as of the end of the period covered by this report at the reasonable assurance level. In light of the material weaknesses described below, we performed additional analyses and other post-closing procedures to determine that our financial
statements included in this report were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of
operations and cash flows for the periods presented.

The certifications of our principal executive officer and principal financial officer
required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 are attached as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 4 contain information concerning the evaluation of our
disclosure controls and procedures, internal control over financial reporting and changes in internal control over financial reporting referred to in those certifications. Those certifications should be read in conjunction with this Item 4 for
a more complete understanding of the matters covered by the certifications.



|(b) | Managements Report on Internal Control Over Financial Reporting
|--- | ----------------------------------------------------------------

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting refers to the process designed by, or under the supervision
of, our CEO and CFO, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. GAAP, and includes those policies and procedures that:



| | 1) | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and
expenditures are being made only in accordance with the authorization of our management and directors; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the
financial statements.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.



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Management assessed the effectiveness of our internal control over financial reporting as of the end of
the period covered by this report. In making this assessment, management used the framework set forth in the report entitledInternal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission, or COSO. The COSO framework summarizes each of the components of a companys internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and
communication, and (v) monitoring.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following
material weaknesses during its assessment of our internal control over financial reporting as of the end of fiscal year 2007 and determined that such weaknesses continued to exist as of the end of the period covered by this report.

Control Activities

We had an entity
level material weakness related to ineffective controls over the initiation, authorization, review, documentation and recording of the financial impact of material contracts. Specifically, we do not have a contract tracking system for material
contracts entered into other than for purchase orders related to inventory commitments. This material weakness could impact selling, general and administrative expenses and capital expenditures.

Monitoring

We had an entity level
material weakness related to insufficient oversight procedures performed by management of our internal controls. We did not maintain processes to verify that internal controls over financial reporting and regulatory filings were performed correctly
or in a timely and consistent basis.

As a result of this conclusion, management performed significant additional substantive review of
those areas described above where it identified material weaknesses to gain assurance that the financial statements as included herein are fairly stated in all material respects.



|(c) | Managements Remediation Initiatives
|--- | ------------------------------------

We
continue to evaluate the deficiencies that were identified in 2007. We continue to remediate the remaining deficiencies.

To facilitate
some of the improvements in the internal control environment, we continue to implement a new ERP system. This new ERP system should replace the majority of our existing legacy systems. We expect the new system to allow us to leverage more automated
controls which will help remediate some of the deficiencies.

Our management has discussed the material weaknesses described above and
other deficiencies with our Audit Committee. In an effort to remediate the identified material weaknesses and other deficiencies, we have initiated and/or taken action to remediate material weaknesses related to the following areas:

Control Activities

We are
continuing to develop a process to emphasize the importance of internal controls and verify that all process owners are involved with performance of internal controls. We continue to provide training to all process owners on the appropriate
requirements to document and perform internal control procedures.



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We are continuing to develop a process whereby, on a periodic basis, process owners will perform
self-assessment testing and report results to management. Periodic independent testing also will be performed to evaluate the adequacy of design and effectiveness of internal control procedures.

We have developed a process to review material contracts for appropriate financial statement treatment and disclosure and are in the process of
implementing it.

Monitoring

We are implementing formal policies and procedures over performance of internal controls, including monitoring functions. We are performing a top-down risk-based approach to identify those accounts, financial statement assertions, business
processes and locations which have a higher likelihood of resulting in a material misstatement to our financial statements and to accordingly adjust the nature, timing and extent of control monitoring efforts.

We have tasked an internal resource to monitor compliance with internal control requirements, including the performance of self-testing by process
owners. During this quarter, we began monitoring compliance with internal control requirements, which included self-testing.



|(d) | Changes in Internal Control over Financial Reporting
|--- | ----------------------------------------------------

On April 1, 2008, we launched our website on a new platform and on May 12, 2008, we installed a new warehousing and distribution system at our fulfillment center. Other than these implementations, the improvements in our control environment
over the last three months and the internal control implementation currently underway as discussed above, there have been no changes in our internal control over financial reporting during our fiscal quarter ended June 28, 2008 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

None.



|Item 1A. | Risk Factors
|-------- | ------------

There are no material changes to the
Risk Factors described under Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Please refer to that section for disclosures regarding the risks and uncertainties
relating to our business.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.



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

None.



|Item 5. | Other Information
|------- | -----------------

None.



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Exhibit Title                                                                                                                                                                                                                                                                                                                                                                                                     
|3.01(1)        |  | Amended and Restated Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                                 
|3.02(2)        |  | Amended and Restated Bylaws                                                                                                                                                                                                                                                                                                                                                                                       
|3.03(3)        |  | Certificate of Designations for Series A Junior Participating Preferred Stock of Design Within Reach, Inc.                                                                                                                                                                                                                                                                                                        
|4.01(3)        |  | Form of Specimen Common Stock Certificate                                                                                                                                                                                                                                                                                                                                                                         
|4.02(3)        |  | Rights Agreement, dated as of May 23, 2006, among Design Within Reach, Inc. and American Stock Transfer and Trust Company, N.A., as Rights Agent, including the form of Certificate of
Designations of the Series A Junior Participating Preferred Stock of Design Within Reach, Inc. as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C
|4.03(4)        |  | First Amendment dated December 13, 2007 to Rights Agreement dated May 23, 2006 between Design Within Reach, Inc. and American Stock Transfer and Trust Company                                                                                                                                                                                                                                                    
|10.1(5)        |  | Employment Agreement dated March 31, 2008 between Design Within Reach, Inc. and Ray Brunner                                                                                                                                                                                                                                                                                                                       
|31.1           |  | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934                                                                                                                                                                                                                                                                                
|31.2           |  | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934                                                                                                                                                                                                                                                                                
|32*            |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                    
|(1)            |  | Incorporated by reference to the Registration Statement on Form S-1 (No. 333-113903) filed on March 24, 2004, as amended.                                                                                                                                                                                                                                                                                         
|(2)            |  | Incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (No. 333-113903) filed on June 1, 2004, as amended.                                                                                                                                                                                                                                                                            
|(3)            |  | Incorporated by reference to Design Within Reachs Current Report on Form 8-K filed on May 25, 2006.                                                                                                                                                                                                                                                                                                              
|(4)            |  | Incorporated by reference to Design Within Reachs Current Report on Form 8-K filed on December 14, 2007.                                                                                                                                                                                                                                                                                                         
|(5)            |  | Incorporated by reference to Design Within Reachs Current Report on Form 8-K filed on April 2, 2008.                                                                                                                                                                                                                                                                                                             



|* | These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18
of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Design Within Reach, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

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



|                      |  |  |  |                                                      
|--------------------- |  |  |  | -----------------------------------------------------
|Dated: August 7, 2008 |  |  |  | DESIGN WITHIN REACH, INC.                            
|                      |  | 
|                      |  |  |  | /s/ John D. Hellmann                                 
|                      |  |  |  | John D. Hellmann                                     
|                      |  |  |  | Vice President, Chief Financial Officer and Secretary
|                      |  |  |  | (Authorized Officer and Principal Financial Officer) 



29