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                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549

                                    FORM 10-K/A

                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JANUARY 29, 1999

                            COMMISSION FILE NO. 0-23389

                            ---------------------------
                               PAPER WAREHOUSE, INC.
               (Exact name of registrant as specified in its charter)

                  MINNESOTA                              41-1612534
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)              Identification No.)

                              7630 EXCELSIOR BOULEVARD
                           MINNEAPOLIS, MINNESOTA  55426
                (Address of principal executive offices) (Zip code)

        Registrant's telephone number, including area code:  (612) 936-1000
         Securities registered pursuant to Section 12(b) of the Act:  NONE
            Securities registered pursuant to Section 12(g) of the Act:
                            COMMON STOCK, $.01 PAR VALUE

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

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

As of April 21, 1999, 4,627,936 shares of the Registrant's Common Stock were
outstanding.  The aggregate market value of the Common Stock held by
non-affiliates of the Registrant on such date, based upon the last sale price of
the Common Stock as reported on the Nasdaq National Market on April 21, 1999,
was $4,558,761.  For purposes of this computation, affiliates of the Registrant
are deemed only to be the Registrant's executive officers and directors.

                        DOCUMENTS INCORPORATED BY REFERENCE:

PART III of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific sections are referenced to herein) from the
Registrant's definitive Proxy Statement for its 1999 Annual Meeting of
Shareholders to be held on June 11, 1999 (the "1999 Proxy Statement").

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ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT.

     The executive officers of the Company, their ages and the offices held, as
of March 1, 1999 are as follows:

<TABLE>
<CAPTION>
        Name           Age                         Position
        ----           ---                         --------
 <S>                   <C>    <C>
 Yale T. Dolginow       56    President, Chief Executive Officer and Director

 Brent D. Schlosser     45    Executive Vice President and Director

 Cheryl W. Newell       45    Vice President and Chief Financial Officer

 Diane C. Dolginow      55    Secretary and Director

 Steven P. Durst        30    Vice President of Merchandising

</TABLE>

          YALE T. DOLGINOW has been President, Chief Executive Officer and
Chairman of the Board of the Company since 1986.  From 1982 to 1986, Mr.
Dolginow served as President and Chief Executive Officer of Carlson Catalog
Showrooms, Inc., which was a chain of 59 catalog showrooms located throughout
the Midwest.  From 1981 to 1982, Mr. Dolginow served as Assistant to the
President of Dayton Hudson Corporation.  From 1978 to 1980, Mr. Dolginow
served as President of Modern Merchandising, Inc., a 70-store retail chain
operating in several markets, and as Executive Vice President from 1977 to
1978.  From 1968 until 1976, Mr. Dolginow was the Chief Executive Officer and
President of Dolgin's, Inc., a chain of catalog showroom stores that operated
in the Kansas City and St. Louis metropolitan markets.  Mr. Dolginow and
Diane C. Dolginow are husband and wife.

          BRENT D. SCHLOSSER has been Executive Vice President and a Director of
the Company since 1986.  From 1982 to 1986, Mr. Schlosser served in various
capacities, including Vice President Marketing/Buying and Executive Vice
President Marketing/Merchandising, at Carlson Catalog Showrooms, Inc.  From 1977
to 1982, Mr. Schlosser served as Director of Marketing for Modern Merchandising,
Inc.  From 1975 to 1977, Mr. Schlosser was advertising director for Dolgin's,
Inc.

          CHERYL W. NEWELL has been Vice President and Chief Financial Officer
of the Company since August 1997.  From 1991 to August 1997, Ms. Newell was a
Vice President with the Corporate Banking Group at U.S. Bancorp, a bank holding
company, responsible for management of desktop technology, disaster recovery and
training and development.  From 1986 to 1991, Ms. Newell was a Vice President
with Citicorp, a bank holding company.  From 1976 to 1986, Ms. Newell was a Vice
President at Norwest Bank k.n.a. Wells Fargo Corporation.

          DIANE C. DOLGINOW has been a Director of the Company since 1986 and
Secretary since August 1997.  Ms. Dolginow was a Director of Dolgin's Inc. from
1968 to 1976, and since 1994 has been a Director on the National Advisory Board
of School of Education at University of Kansas.  Ms. Dolginow and Mr. Dolginow
are husband and wife.

          STEVEN P. DURST has been Vice President of Merchandising since June
1998.  Prior to that time and since 1997 Mr. Durst was Vice President of
Information Systems for the Company.  From 1995 to 1997 Mr. Durst served as
Director of Information Systems for the Company.  From 1990 to 1995 Mr. Durst
was employed by Exxon Corporation where he performed various engineering and
business planning functions.  Mr. Durst is the son-in-law of Mr. and Mrs.
Dolginow.


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ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information under the captions "Election of Directors--Information
About Nominees" and "Election of Directors--Other Information About Nominees" in
the Company's 1999 Proxy Statement is incorporated herein by reference.  The
information concerning executive officers of the Company is included in this
report under Item 4A, "Executive Officers of the Registrant."

     The information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's 1999 Proxy Statement is incorporated
herein by reference.


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                                     SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



Date:  May 27, 1999                PAPER WAREHOUSE, INC.

                                   By: /s/ Yale T. Dolginow
                                      ------------------------------------------
                                   Name: Yale T. Dolginow
                                   Title: President and Chief Executive Officer