FORM 10-Q/A
                                 AMENDMENT NO. 1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   (Mark One)
|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999

                                       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 0-19835

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

     DELAWARE                                                   95-3624280
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                       Identification Number)

                               15295 ALTON PARKWAY
                            IRVINE, CALIFORNIA 92618
              (Address and zip code of principal executive offices)

                                 (714) 680-3500
              (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.

                                  Yes |X| No|_|

         Indicate the number of shares  outstanding of each of the  registrant's
classes of Common Stock, as of the latest practicable date:

         Class                      Number of Shares Outstanding at  May 4, 1999
------------------------------      --------------------------------------------
Common Stock, $0.001 par value                           11,889,603

<PAGE>


<TABLE>
<CAPTION>




                                DAY RUNNER, INC.

                                      INDEX


                                                                                                            Page Reference

<S>                                                                                                           <C>
COVER PAGE.......................................................................................             1

INDEX    ........................................................................................             2

PART I -- FINANCIAL INFORMATION

         Item 1.     Consolidated Financial Statements

                     Consolidated Balance Sheets
                       March 31, 1999 and June 30, 1998..........................................             3

                     Consolidated Statements of Operations
                       Three and Nine Months Ended March 31, 1999 and 1998.......................             4

                     Consolidated Statements of Cash Flows
                       Nine Months Ended March 31, 1999 and 1998.................................             5

                     Notes to Consolidated Financial Statements..................................             6

         Item 2.     Management's Discussion and Analysis of
                         Financial Condition and Results of Operations...........................            12

PART II -- OTHER INFORMATION

         Item 4.     Submission of Matters to a Vote of Security Holders.........................            18

         Item 6.     Exhibits and Reports on Form 8-K............................................            19

SIGNATURES.......................................................................................            20


<PAGE>
</TABLE>



PART I -- FINANCIAL INFORMATION
ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>

                        DAY RUNNER, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
                                     ASSETS
                                                                                         March 31,         June 30,
                                                                                           1999             1998
                                                                                        ----------         --------
                                                                                     (As Restated -
                                                                                     See Note 11)
Current assets:
<S>                                                                                      <C>              <C>
     Cash and cash equivalents.......................................................    $  14,800        $   2,923
     Accounts receivable (net of allowances for doubtful accounts and sales returns
          and other allowances of $8,396 and $9,942 at March 31, 1999 and
          June 30, 1998, respectively)...............................................       24,989           32,542
     Inventories.....................................................................       42,937           37,610
     Prepaid expenses and other current assets.......................................        4,854            1,670
     Income taxes receivable.........................................................          764            2,606
     Deferred income taxes...........................................................        7,218            7,218
                                                                                         ---------        ---------
          Total current assets.......................................................       95,562           84,569
Property and equipment -- net........................................................       17,082           11,888
Goodwill (net of accumulated amortization of $1,409 and $108 at March 31, 1999
     and June 30, 1998, respectively)................................................       86,302            3,564
Other assets (net of accumulated amortization of $240 and $60 at March 31, 1999
     and June 30, 1998, respectively)................................................        2,039            1,158
                                                                                         ---------        ---------
Total assets.........................................................................     $200,985        $ 101,179
7                                                                                         =========        =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Lines of credit.................................................................                     $   2,716
     Accounts payable................................................................      $10,334            9,969
     Accrued expenses................................................................       18,142           13,876
     Current portion of capital lease obligations....................................           26               33
                                                                                          --------        ---------
          Total current liabilities..................................................       28,502           26,594
                                                                                          --------        ---------
Long-term liabilities:
     Capital lease obligations.......................................................                            53
     Line of credit..................................................................        5,256
     Loan notes......................................................................        2,438
                                                                                           --------         ---------
       Total long-term liabilities...................................................       97,694               53
                                                                                           --------         ---------
Stockholders' equity:
     Preferred stock (1,000,000 shares authorized, $0.001 par value; no shares issued
         or outstanding).............................................................
     Common stock (29,000,000  shares authorized,  $0.001 par value;  13,697,751
         and 13,677,386 issued and 11,879,963 and 11,955,598 outstanding at
               March 31, 1999 and June 30, 1998, respectively).......................          14                14
     Additional paid-in capital......................................................      34,663            34,445
     Retained earnings...............................................................      66,327            65,076
     Accumulated other comprehensive income - foreign currency translation
             adjustment..............................................................         381               102
     Treasury stock: at cost (1,817,788 and 1,721,788 shares at March 31, 1999
         and June 30, 1998, respectively)............................................     (26,596)          (25,105)
                                                                                         ---------         ---------
          Total stockholders' equity.................................................      74,789            74,532
                                                                                         ---------         ---------
Total liabilities and stockholders' equity...........................................   $ 200,985          $101,179
                                                                                         =========         =========

                See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                        DAY RUNNER, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                                                  Three Months Ended            Nine Months Ended
                                                                       March 31,                     March 31,
                                                                    1999        1998             1999       1998
                                                                    ----        ----             ----       ----
                                                                 (As Restated-                (As Restated-
                                                                 See Note 11)                  See Note 11)

<S>                                                             <C>         <C>               <C>         <C>
Net sales....................................................   $  36,216   $  29,388         $148,512   $  116,914
Cost of goods sold...........................................      19,721      14,135            78,087      55,793
                                                                ---------   ---------         ---------   ---------
Gross profit.................................................      16,495      15,253            70,425      61,121
                                                                ---------   ---------         ---------   ---------

Operating expenses:
     Selling, marketing and distribution.....................      14,666       9,399            45,841      30,788
     General and administrative..............................       7,145       4,075            18,249      12,429
     Costs relating to activities associated
        with the Filofax acquisition.........................                                     1,072
                                                                ---------   ---------         ---------   ---------
     Total operating expenses................................      21,811      13,474            65,162      43,217
                                                                ---------   ---------         ---------   ---------

(Loss) income from operations................................      (5,316)      1,779             5,263      17,904
Net interest expense (income)................................       1,770          16             3,159         (49)
                                                                ---------   ---------         ---------   ----------

(Loss) income before (benefit) provision for income taxes....      (7,086)      1,763             2,104      17,953
(Benefit) provision for income taxes.........................      (2,638)        688               853       7,002
                                                                ----------  ---------         ---------   ---------
Net (loss) income............................................   $  (4,448)  $   1,075         $   1,251   $  10,951
                                                                ==========  =========         =========   =========

(Loss) earnings per common share:
     Basic...................................................   $   (0.37)  $    0.09         $   0.11    $   0.96
                                                                ==========  =========         ========    ========
     Diluted.................................................   $   (0.37)  $    0.09         $   0.10    $   0.88
                                                                ==========  =========         ========    ========

Weighted average number of common shares outstanding:
     Basic...................................................      11,900      11,571            11,904      11,452
                                                                =========   =========         =========   =========
     Diluted.................................................      11,900      12,520            12,474      12,452
                                                                =========   =========         =========   =========


          See accompanying notes to consolidated financial statements.

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                        DAY RUNNER, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
                                                                                            Nine Months Ended
                                                                                                 March 31,
                                                                                             1999        1998
                                                                                             ----        ----
                                                                                       (As Restated -
                                                                                        See Note 11)
Cash flows from operating activities:
<S>                                                                                       <C>          <C>
    Net income....................................................................        $  1,251     $10,951
    Adjustments to reconcile net income to net cash provided by (used in)
      operating activities:
       Depreciation and amortization..............................................           7,283       3,530
       Provision for doubtful accounts............................................              18
       Loss on disposal of property and equipment.................................              18
       Changes in operating assets and liabilities, net of acquisition of business:
          Accounts receivable.....................................................          22,125      14,404
          Inventories.............................................................           6,881      (9,694)
          Prepaid expenses and other current assets...............................            (923)        603
Income taxes receivable...........................................................            (308)       (809)
          Accounts payable........................................................          (3,906)     (4,016)
          Accrued expenses........................................................          (3,183)        430
          Income taxes payable....................................................             905      (1,049)
                                                                                         ---------   ---------
Net cash provided by operating activities.........................................          30,161      14,350
                                                                                         ---------   ---------
Cash flows from investing activities:
    Acquisition of business.......................................................         (90,364)     (4,113)
    Acquisition of property and equipment.........................................          (7,425)     (3,824)
    Other assets..................................................................            (990)        (45)
                                                                                         ----------  ---------
         Net cash used in investing activities....................................         (98,779)     (7,982)
                                                                                         ----------  ---------
Cash flows from financing activities:
    Net borrowings (repayments) under lines of credit.............................          79,647      (1,224)
    Repayment of capital lease obligations........................................             (58)        (46)
    Borrowings under long-term liabilities........................................           2,416
Repayments under long-term liabilities............................................                        (512)
    Net proceeds from issuance of common stock....................................             218       3,445
    Repurchase of common stock....................................................          (1,491)    (11,564)
                                                                                         ----------  ----------
         Net cash provided by (used in) financing activities......................          80,732      (9,901)
                                                                                         ---------   ----------
Effect of exchange rate changes on cash and cash equivalents......................            (237)        (62)
                                                                                         ----------  ----------
Net increase (decrease) in cash and cash equivalents..............................          11,877      (3,595)
Cash and cash equivalents, beginning of period....................................           2,923      15,550
                                                                                         ---------   ---------
Cash and cash equivalents, end of period..........................................       $  14,800   $  11,955
                                                                                         =========   =========

          See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>


                        DAY RUNNER, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (THREE AND NINE MONTHS ENDED MARCH 31, 1999 AND 1998)


1.  BASIS OF PRESENTATION AND ACCOUNTING POLICIES

         The  accompanying  consolidated  balance  sheet as of March  31,  1999,
consolidated  statements of operations for the three and nine months ended March
31, 1999 and 1998, and consolidated statements of cash flows for the nine months
ended March 31, 1999 and 1998 are unaudited  but, in the opinion of  management,
include all adjustments consisting of normal, recurring accruals necessary for a
fair  presentation  of the financial  position and the results of operations for
such periods.  Certain information and footnote disclosures normally included in
financial  statements  prepared in conformity with generally accepted accounting
principles have been omitted  pursuant to the requirements of the Securities and
Exchange Commission, although the Company believes that the disclosures included
in the financial statements included herein are adequate to make the information
therein not misleading.  The financial statements included herein should be read
in conjunction with the Company's audited consolidated  financial statements for
the year ended June 30, 1998, and the notes  thereto,  which are included in the
Company's Annual Report on Form 10-K.

         The results of operations for the three and nine months ended March 31,
1999 and 1998 are not necessarily indicative of the results for a full year. The
seasonality of the Company's  financial results and the  unpredictability of the
factors  affecting  such  seasonality  make the  Company's  quarterly and yearly
financial results difficult to predict and subject to significant fluctuation.

2.  INVENTORIES

         Inventories consist of the following (in thousands):

                                              March 31,             June 30,
                                                1999                  1998
                                                ----                  ----

         Raw materials...................  $   10,815             $   14,087
         Work in process.................       1,759                    831
         Finished goods..................      30,363                 22,692
                                           ----------             ----------
                  Total..................  $   42,937             $   37,610
                                           ==========             ==========

3.  LINES OF CREDIT

         On  September  23,  1998,  the  Company  entered  into  a  $160,000,000
Revolving Loan Agreement (the "Loan Agreement") with Wells Fargo Bank,  National
Association ("Wells Fargo"). Effective November 24, 1998 this amount was reduced
to  $145,000,000.  The loan  facility  was  syndicated  with a group of banks in
December 1998. The Loan Agreement  provides for borrowings through September 30,
2005 (the "Maturity Date"). Borrowings bear interest either at fixed rates based
on the higher of Wells Fargo's  prime rate and the Federal Funds Rate  published
by the Federal  Reserve  Bank of New York or at  floating  rates  calculated  by
reference  to the interest  rates at which Wells Fargo  offers  deposits in U.S.
dollars in amounts  approximately  equal to the amount of the relevant  loan and
for a period of time  comparable  to the number of days the  relevant  loan will
remain outstanding,  together with a margin.  During the nine months ended March
31, 1999, the weighted average  interest rate was 7.50%.  Subject to the Company
meeting  certain  EBITDA  multiples,  the maximum amount that may be outstanding
under the Loan  Agreement  is  $145,000,000  through  December  31,  2000 and is
reduced  thereafter by $5,000,000  in calendar year 2001 and by  $10,000,000  in
each of the following  calendar years up to the Maturity  Date.  During the nine
months ended March 31, 1999, under the terms of the Loan Agreement,  the Company
paid Wells  Fargo a  financing  fee of  $1,200,000.  The  Company  will also pay
commitment  fees for the unused portion of the loan facility  during the term of
the Loan  Agreement and will pay certain  legal,  accounting  and other fees and
expenses in connection with the Loan  Agreement.  At March 31, 1999, the Company
had $95,256,000 outstanding under this Loan Agreement.

         The Loan  Agreement  requires  the  Company to meet  certain  financial
covenants,  including: (i) a fixed charge coverage ratio of less than 2.00:1.00;
(ii) a funded debt ratio  declining  over the term from  3.75:1.00 to 2.50:1.00;
(iii) limits on annual  capital  expenditures  increasing  from  $11,000,000  to
$17,000,000 over the seven-year term; (iv) stockholders'  equity, on a quarterly
basis, of not less than (a) 50% of net income plus 75% of net cash proceeds from
any stock issuances plus (b) the greater of $67,000,000 or 80% of  stockholders'
equity at March 31, 1999.

         The  Company's  Canadian  subsidiary  had a  credit  agreement  with  a
Canadian  bank which  allowed for  borrowings  up to Canadian  $3,000,000,  bore
interest  at the  bank's  prime  rate and was due and  payable  on  demand.  The
borrowings  under this credit agreement were repaid in full on October 22, 1998,
and the Canadian  subsidiary  now borrows funds as a co-borrower  under the Loan
Agreement.

4.  LOAN NOTES

         Loan  Notes in the  amount of  (pound)1,477,000  (US  $2,438,000)  were
issued in connection with the Filofax acquisition,  are unsecured obligations of
the  Company's  U.K.  subsidiary  and bear  interest at 1% below LIBOR (5.39% at
March  31,  1999).  Interest  on the Loan  Notes  is paid  annually  in  arrears
beginning  September  30, 1999.  The Loan Notes are  redeemable,  in whole or in
part,  at the holder's  option on each interest  payment date.  Unless they have
previously been redeemed, all Loan Notes will be redeemed on September 30, 2003.

5.  STOCKHOLDERS' EQUITY

         During  the  nine  months  ended  March  31,  1999,  certain  employees
exercised  options to purchase an  aggregate  of 7,400  shares of the  Company's
Common Stock for an aggregate of approximately $58,000.

         During  the  nine  months  ended  March  31,  1999,  certain  employees
purchased  an aggregate of 12,965  shares of the  Company's  Common Stock for an
aggregate of approximately $160,000 under the Employee Stock Purchase Plan.

         During the nine months  ended March 31, 1999,  the Company  repurchased
96,000  shares of its Common Stock at an average cost of $15.53 per share for an
aggregate of approximately $1,491,000.

6.  EARNINGS PER SHARE

         Effective  December  1997, the Company  adopted  Statement of Financial
Accounting  Standards  ("SFAS") No. 128, Earnings Per Share,  which requires the
Company  to  present  basic and  diluted  earnings  per share on the face of the
income statement. Basic earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share is computed by dividing net income by the sum of the weighted
average  number of common  shares  outstanding  for the period  plus the assumed
exercise of all dilutive securities.  The following reconciles the numerator and
denominator  of the basic and  diluted  per share  computations  for net  (loss)
income (in thousands, except per share amounts):

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED                            NINE MONTHS ENDED
                                                       MARCH 31,                                    MARCH 31,
                                         ---------------------------------------    --------------------------------------
                                                1999                  1998                 1999                  1998
                                         -----------------      ----------------    -----------------     ----------------

<S>                                            <C>                <C>                   <C>                   <C>
NET (LOSS) INCOME                              $(4,448)           $  1,075              $  1,251              $ 10,951
                                               ========           ========              ========              ========

BASIC WEIGHTED AVERAGE SHARES
   Weighted average number of
     common shares outstanding                  11,900              11,571                11,904                11,452

EFFECT OF DILUTED SECURITIES
   Additional shares from the assumed
     exercise of options and warrants                -               3,046                 2,628                 3,166
   Shares assumed to be repurchased
     under the treasury stock method                 -             (1,521)               (1,694)               (1,628)
   Non-qualified tax benefit                         -               (576)                 (364)                 (538)
                                               -------            --------              --------              --------

DILUTED WEIGHTED AVERAGE SHARES
   Weighted average number of
     common shares outstanding and
     common share equivalents                   11,900              12,520                12,474                12,452
                                               =======            ========              ========              ========

BASIC                                          $(0.37)            $   0.09              $   0.11              $   0.96
                                               ======             ========             =========              ========

DILUTED                                        $(0.37)            $   0.09              $   0.10              $   0.88
                                               ======             ========              ========              ========
</TABLE>
<PAGE>

7.   COMPREHENSIVE INCOME

          In June 1997, the Financial Accounting Standards Board issued SFAS No.
130, Reporting  Comprehensive  Income. The statement  establishes  standards for
reporting and displaying  comprehensive  income and its components in a full set
of general-purpose  financial statements.  Comprehensive income is summarized as
follows:

                                                     NINE MONTHS ENDED MARCH 31,
                                                       1999              1998
                                                     ---------         --------
         Net income                                  $   1,251        $  10,951
         Foreign currency translation adjustments          279               72
                                                     ---------        ---------
         Comprehensive income                        $   1,530        $  11,023
                                                     =========        =========
8.   ACQUISITION

         On October 30,  1998,  the Company  announced  that it had control of a
majority of the outstanding  shares of Filofax Group plc ("Filofax") as a result
of its previously announced cash tender offer for the Filofax stock. The Company
acquired all the remaining  outstanding  shares of Filofax on December 26, 1998.
This acquisition is being accounted for under the purchase method of accounting.


         The total  purchase price of  $92,802,000,  which includes costs of the
transaction,  was paid in cash and Loan Notes (see Note 4). The Company borrowed
the cash  portion of this amount  under a Loan  Agreement  with a group of banks
(see Note 3).

         The  following  table  sets  forth  the  unaudited  proforma  condensed
combined  statements of income data for the nine months ended March 31, 1999 and
1998 as if the acquisition had occurred on July 1, 1997 (dollars in thousands):

                                                        PRO FORMA NINE MONTHS
                                                            ENDED MARCH 31,
                                                         1999            1998
                                                        --------      --------

Net sales                                               $174,155      $170,181
                                                        ========      ========

Income before provision for income taxes                $  3,691      $ 22,134
                                                        ========      ========
Net income                                              $  2,219      $ 13,502
                                                        ========      ========

Earnings per common share:
    Basic                                               $   0.19      $   1.18
                                                        ========      ========
    Diluted                                             $   0.18      $   1.08
                                                        ========      ========

Weighted average number of common shares outstanding:
    Basic                                                 11,904        11,452
                                                        ========        =======
    Diluted                                               12,474        12,452
                                                        ========        =======

9.       FINANCIAL INSTRUMENTS

         On September 29, 1998, the Company  entered into a call option in order
to limit its foreign exchange risk on the purchase of Filofax shares, which were
paid for in pound Sterling.  The Company's  objective was to protect itself from
the risk  that the  purchase  price of the  Filofax  shares  would be  adversely
affected by changes in exchange  rates.  During the nine months  ended March 31,
1999, the Company expensed  $765,000 to operating  expenses for the call option.
At March 31,  1999,  the Company had not entered into any  additional  financial
instruments.  The Company  does not trade in financial  instruments  nor does it
enter into such contracts for speculative purposes.



<PAGE>



10.  STATEMENTS OF CASH FLOWS

         Supplemental disclosure of cash flow information (in thousands):

                                                    NINE MONTHS ENDED MARCH 31,
                                                     1999              1998
                                                --------------------------------
             Cash paid during the period for:
               Interest                               $   2,249        $     196
               Income taxes, net of refunds
                  received                            $   1,190        $   8,883

         Supplemental disclosure of noncash investing and financing activities:

         During the nine months ended March 31, 1999,  the Company had purchased
703,308 shares of Filofax's outstanding common stock by issuing (pound)1,477,000
(US $2,438,000) in Loan Notes (see Note 4) to former shareholders of Filofax.

         During the nine months ended March 31, 1999,  the net cash  expended by
the Company in its  acquisition  of Filofax  was used as follows (in  thousands)
(see Note 8):

         Fair value of assets acquired                        $   (117,157)
         Liabilities assumed                                        26,793
                                                              ------------
         Cash paid                                            $    (90,364)
                                                             =============

11.      RESTATEMENT

         Subsequent  to the issuance of the  Company's  financial  statements on
Form 10-Q for the three and nine  months  ended  March  31,  1999,  the  Company
discovered  errors  related to the  treatment  of  manufacturing  variances  and
certain other costs.  These cost accounting errors had the effect of overstating
inventory and  understating  cost of goods sold as of and for the three and nine
months ended March 31, 1999.

          As a result, the accompanying  financial  statements as of and for the
three and nine  months  ended  March 31, 1999 have been  restated  from  amounts
previously  reported to properly record these  transactions.  The effects of the
restatement  are disclosed  below and have been  properly  reflected  herein.  A
summary of the significant effects of the restatement is as follows:

                                         Previously reported           Restated
                                         -------------------           --------
As of March 31, 1999:
Inventory                                    $  46,336                $  42,937
Retained earnings                            $  68,433                $  66,327

Three months ended March 31, 1999:
Cost of goods sold                           $  19,908                $  19,721
(Loss) Income before provision for
  income taxes                               $  (7,273)               $  (5,316)
Net (loss) income                            $  (4,565)               $  (4,448)
(Loss) earnings per common share:
Basic                                        $   (0.38)               $   (0.37)
Diluted                                      $   (0.38)               $   (0.37)

Nine months ended March 31, 1999:
Cost of goods sold                           $   74,688               $  78,087
Income before provision for income taxes     $    5,503               $   2,104
Net income                                   $    3,357               $   1,251
Earnings per common share:
Basic                                        $     0.28               $    0.11
Diluted                                      $     0.27               $    0.10


<PAGE>




ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

         The following  discussion  should be read in  conjunction  with, and is
qualified in its entirety by, the  Consolidated  Financial  Statements and Notes
thereto  included  elsewhere in this Quarterly  Report.  Historical  results and
percentage   relationships  among  any  amounts  included  in  the  Consolidated
Financial  Statements  are not  necessarily  indicative  of trends in  operating
results for any future period.

         Since  the  Company's  introduction  of the  first  Day  Runner  System
organizer in 1982, the Company's revenues have been generated by sales primarily
of  organizers  and planners and  secondarily  of refills.  Since fiscal 1995, a
majority of the Company's  growth has resulted from sales of related  organizing
products, virtually all of which have been introduced since January 1, 1995. For
a number  of years  the  Company  focused  the  great  majority  of its  product
development,  sales and marketing  efforts on the U.S. office products  channel,
which  accounted for 27.5% of third  quarter  fiscal 1999 net sales and 35.6% of
net sales for the nine months  ended March 31,  1999,  and the U.S.  mass market
channel,  which  accounted for 36.9% of third quarter  fiscal 1999 net sales and
34.4% of net sales for the nine months  ended March 31,  1999.  With the October
30,  1998  acquisition  of  Filofax,  the Company  substantially  increased  its
emphasis on markets  outside the U.S. Sales to foreign  customers  accounted for
26.5% of third quarter fiscal 1999 net sales and 23.8% of net sales for the nine
months ended March 31, 1999.

RESTATEMENT

          Subsequent  to the issuance of the Company's  financial  statements on
Form 10-Q for the three and  nine  months  ended  March 31,  1999,  the  Company
discovered  errors  related to the  treatment  of  manufacturing  variances  and
certain other costs.  These cost accounting errors had the effect of overstating
inventory and understanding  cost of goods sold as of and for the three and nine
months ended March 31, 1999. As a result, the financial statements as of and for
the three and nine months ended March 31, 1999 have been  restated  from amounts
previously  reported to properly record these  transactions.  The effects of the
restatement  have  been  disclosed  in the Notes to the  Consolidated  Financial
Statements and have been properly reflected herein.


RESULTS OF OPERATIONS

         The  following  table  sets  forth,  for  the  periods  indicated,  the
percentages  that  statement  of  operations  items  bear to net  sales  and the
percentage change in the dollar amounts of such items.
<TABLE>
<CAPTION>
                                                                                             Percentage Change
                                                                                             ------------------
                                                                                              Three        Nine
                                                            Percentage of Sales              Months       Months
                                                            -------------------              ------       ------
                                                          Three               Nine            Ended        Ended
                                                      Months Ended        Months Ended      March 31,     March 31,
                                                        March 31,           March 31,         1998         1998
                                                        ---------           ---------         ----         ----
                                                   1999       1998      1999      1998       to 1999      to 1999
                                                   ----       ----      ----      ----       -------      -------
<S>                                                <C>       <C>        <C>      <C>           <C>         <C>
Net sales........................................  100.0%    100.0%     100.0%   100.0%        23.2%       27.0%
Cost of goods sold...............................   54.5      48.1       52.6     47.7         39.5        40.0
                                                   -----     -----      -----    -----
Gross profit.....................................   45.5      51.9       47.4     52.3          8.1        15.2
                                                   -----     -----      -----    -----
Operating expenses:
   Selling, marketing and distribution...........   40.5      32.0       30.9     26.4         56.0        48.9
   General and administrative....................   19.7      13.8       12.3     10.6         75.3        46.8
   Costs relating to activities associated with the
       Filofax acquisition.......................                         0.7                   NA          NA
                                                   -----     -----       -----    -----
     Total operating expenses....................   60.2      45.8       43.9     37.0         61.9        50.8
                                                   -----     -----       -----    -----
(Loss) income from operations....................  (14.7)      6.1        3.5     15.3        (398.8)     (70.6)
Net interest expense (income)....................    4.9       0.1        2.1     (0.1)         NM          NM
                                                    ----      ----       -----   ------
(Loss) income before (benefit) provision for
  income taxes                                     (19.6)      6.0        1.4     15.4        (101.9)     (88.3)
(Benefit) provision for income taxes.............   (7.3)      2.3        0.6      6.0        (483.4)     (87.8)
                                                   ------    -----      -----    -----
Net (loss) income................................  (12.3%)     3.7%       0.8%     9.4%       (513.8)     (88.6)
                                                   ======    ======      =====    =====
</TABLE>


         The  following  tables  set  forth,  for  the  periods  indicated,  the
Company's approximate net sales by product category and distribution channel and
as a percentage of total sales.

<TABLE>
<CAPTION>

PRODUCT CATEGORY:

                                       Three Months Ended March 31,                 Nine Months Ended March 31,
                                         1999                 1998                  1999                 1998
                                         ----                 ----                  ----                 ----
                                                            (Unaudited; dollars in thousands)

<S>                                 <C>        <C>     <C>          <C>        <C>         <C>     <C>          <C>
Organizers and planners.........    $16,733    46.2%   $ 14,346     48.8%      $60,031     40.4%   $ 56,936     48.7%
Refills.........................     12,305    34.0       9,176     31.2        51,402     34.6      35,985     30.8
Related organizing products.....      7,178    19.8       5,866     20.0        37,079     25.0      23,993     20.5
                                      -----    ----       -----     ----        ------     ----      ------     ----
------
   Total........................    $36,216   100.0%    $29,388    100.0%     $148,512    100.0%   $116,914    100.0%
                                    =======   ======    =======    ======     ========    ======   ========    ======


DISTRIBUTION CHANNEL:

                                       Three Months Ended March 31,                 Nine Months Ended March 31,
                                         1999                 1998                  1999                 1998
                                         ----                 ----                  ----                 ----
                                                            (Unaudited; dollars in thousands)

Office products.................    $ 9,944    27.5%    $10,417     35.5%     $ 52,830     35.6%   $ 55,215     47.2%
Mass market.....................     13,377    36.9      13,052     44.4        51,164     34.4      44,908     38.4
Foreign customers...............      9,607    26.5       3,216     10.9        35,375     23.8       8,227      7.1
Other...........................      3,288     9.1       2,703      9.2         9,143      6.2       8,564      7.3
                                    -------   -----     -------    -----      --------    -----    --------
   Total........................    $36,216   100.0%    $29,388    100.0%     $148,512    100.0%   $116,914    100.0%
                                    =======   ======    =======    ======     ========    ======   ========    ======
</TABLE>


THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH
THE THREE MONTHS ENDED MARCH 31, 1998

         NET SALES.  Net sales consist of revenues from gross product  shipments
net of  allowances  for returns,  rebates and credits.  In the third  quarter of
fiscal 1999, net sales increased by $6,828,000, or 23.2%, because of the Filofax
acquisition  but were  lower than  anticipated  primarily  because of  inventory
tightening on the part of a number of the Company's large U.S. customers. In the
quarter  ended March 31, 1999,  sales of refills  (which  include  calendars and
accessories)  grew by  $3,129,000,  or 34.1%;  sales of organizers  and planners
increased by $2,387,000, or 16.6%; and sales of related organizing products grew
by $1,312,000,  or 22.4%.  Product sales were primarily to mass market customers
and secondarily to office products customers and to foreign customers.  Sales to
foreign  customers  grew  by  $6,391,000,  or  198.7%;  sales  to  miscellaneous
customers grouped together as "other" increased by $585,000,  or 21.6%; sales to
mass market  customers grew by $325,000,  or 2.5%; and sales to office  products
customers declined by $473,000, or 4.5%.

         GROSS PROFIT.  Gross profit is net sales less cost of goods sold, which
is comprised of materials, labor and manufacturing overhead. Gross profit may be
affected by, among other  things,  product mix,  production  levels,  changes in
vendor and customer  prices and discounts,  sales volume and growth rate,  sales
returns,  purchasing  and  manufacturing   efficiencies,   tariffs,  duties  and
inventory  carrying costs.  Gross profit as a percentage of sales decreased from
51.9% in the third  quarter  of fiscal  1998 to 45.5% in the  third  quarter  of
fiscal 1999 primarily because of an increase in the provision for sales returns.
The increase is based upon recent  higher sales  returns  experience,  which the
Company  believes  is related  to the  intensifying  emphasis  of  retailers  on
shifting the inventory burden to manufacturers.

         OPERATING  EXPENSES.  Total operating expenses increased by $8,337,000,
or 61.9%, in the third quarter of fiscal 1999 compared with the third quarter of
fiscal 1998 and increased as a percentage of sales from 45.8% to 60.2%.

         Selling,  marketing and distribution  expenses  increased by $5,267,000
primarily  because of the addition of Filofax's  expenses and grew from 32.0% to
40.5% as a percentage of sales primarily  because of the Company's  inability to
absorb  higher costs as a result of lower than  anticipated  sales.  General and
administrative  expenses  increased  by  $3,070,000  primarily  because  of  the
addition  of  Filofax's  expenses,  and  increased  from  13.8%  to  19.7%  as a
percentage  of sales  primarily  because of the  Company's  inability  to absorb
higher costs as a result of lower than anticipated sales.

         NET INTEREST EXPENSE (INCOME). Because of the increase in the Company's
long-term  liabilities,  which was  incurred  primarily  to finance  the Filofax
acquisition,  net  interest  expense  for the third  quarter of fiscal  1999 was
$1,770,000  compared with net interest  expense of $16,000 for the third quarter
of fiscal  1998.  As a result of the bank debt and Loan  Notes  incurred  in the
Filofax  acquisition,  interest  expense in future periods will be substantially
higher than in the periods prior to September 30, 1998. (See Notes 3, 4 and 8 to
Consolidated Financial Statements.)

          INCOME TAXES.  The Company's  third quarter  fiscal 1999 effective tax
rate was 37.2%, compared with 39.0% for the third quarter of fiscal 1998.

NINE MONTHS ENDED MARCH 31, 1999 COMPARED WITH
THE NINE MONTHS ENDED MARCH 31, 1998


         NET SALES. In the nine months ended March 31, 1999, net sales increased
by  $31,598,000,  or 27.0%,  primarily  because of the Filofax  acquisition  and
secondarily  because of increased sales to mass market  customers but were lower
than  anticipated  primarily  because of inventory  tightening  on the part of a
number of the Company's large U.S. customers. In the nine months ended March 31,
1999,  sales  of  refills  grew by  $15,417,000,  or  42.8%;  sales  of  related
organizing  products grew by $13,086,000,  or 54.5%; and sales of organizers and
planners  increased by  $3,095,000,  or 5.4%.  Product  sales were  primarily to
office  products  customers and secondarily to mass market  customers.  Sales to
foreign customers grew by $27,148,000, or 330.0%; sales to mass market customers
grew by $6,256,000,  or 13.9%;  sales to office products  customers  declined by
$2,385,000,  or 4.3%; and sales to miscellaneous  customers  grouped together as
"other" increased by $579,000, or 6.8%.

          GROSS  PROFIT.  The effect of inventory  tightening  by certain of the
Company's large U.S. customers  negatively affected gross profit for the period.
Gross profit as a  percentage  of sales  decreased  from 52.3% in the first nine
months of fiscal 1998 to 47.4% in the first nine months of fiscal 1999 primarily
because  of a shift in  product  mix to a  higher  proportion  of  lower  priced
products.

         OPERATING EXPENSES.  Total operating expenses increased by $21,945,000,
or 50.8%,  in the first nine months of fiscal 1999  compared with the first nine
months of fiscal  1998 and  increased  as a  percentage  of sales  from 37.0% to
43.9%.  Excluding  the  operating  expense  portion  of the  costs  relating  to
activities  associated with the Filofax acquisition,  operating expenses for the
nine months ended March 31, 1999 would have increased by  $20,873,000  and would
have been 43.2% of sales.

         Selling,  marketing and distribution  expenses increased by $15,053,000
primarily because of the addition of Filofax's expenses and secondarily  because
of costs associated with new and recently  introduced  products.  These expenses
grew from 26.4% to 30.9% as a  percentage  of sales  primarily  because of costs
associated with new and recently introduced products. General and administrative
expenses increased by $5,820,000  primarily because of the addition of Filofax's
expenses and increased  from 10.6% to 12.3% as a percentage  of sales  primarily
because the  addition  of  Filofax's  expenses  and  secondarily  because of the
Company's inability to absorb higher costs as a result of lower than anticipated
sales.

         NET INTEREST EXPENSE (INCOME). Because of the increase in the Company's
long-term  liabilities,  which was  incurred  primarily  to finance  the Filofax
acquisition,  net interest  expense for the first nine months of fiscal 1999 was
$3,159,000  compared  with net  interest  income of  $49,000  for the first nine
months of fiscal 1998.  As a result of the bank debt and Loan Notes  incurred in
the  Filofax   acquisition,   interest   expense  in  future   periods  will  be
substantially higher than in the periods prior to September 30, 1998. (See Notes
3, 4 and 8 to Consolidated Financial Statements.)

          INCOME TAXES. The Company's effective tax rate was 41.0% for the first
nine months of fiscal 1999 compared with 39% for the first nine months of fiscal
1998.


SEASONAL FLUCTUATIONS

         The Company  has  historically  experienced  and expects to continue to
experience  significant  seasonal  fluctuations in its sales and other financial
results that it believes  have  resulted and will  continue to result  primarily
from its  customers'  and users'  buying  patterns.  These buying  patterns have
typically  adversely  affected  orders for the  Company's  products in the third
quarter of each fiscal year.

         Although it is  difficult to predict the future  seasonality  of sales,
the Company  believes that future  seasonality  should be influenced at least in
part by customer and user buying  patterns  substantially  similar to those that
have  historically  affected the Company.  Quarterly  financial results are also
affected by new product  introductions and line extensions,  the timing of large
orders,  changes in product sales or customer mix, vendor and customer  pricing,
production levels,  supply and manufacturing  delays, large customers' inventory
management and general industry and economic conditions.  The seasonality of the
Company's  financial results and the  unpredictability  of the factors affecting
such  seasonality  make the  Company's  quarterly and yearly  financial  results
difficult to predict and subject to significant fluctuation.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash and cash  equivalents at March 31, 1999 increased to
$14,800,000 from $2,923,000 at June 30, 1998. During the nine months ended March
31,  1999,  net  cash of  $30,161,000  and  $80,732,000  provided  by  operating
activities and financing activities,  respectively,  was partially offset by net
cash of $98,779,000 used in investing activities.

         Of the  $30,161,000  net amount  provided  by the  Company's  operating
activities,  $1,251,000  was provided by net income,  $7,283,000 was provided by
depreciation  and  amortization,  $22,125,000  was  provided  by a  decrease  in
accounts  receivable and  $6,881,000 was provided by a decrease in  inventories.
These  amounts were  partially  offset by a decrease of  $3,906,000  in accounts
payable and a decrease of $3,183,000 in accrued expenses.

         Accounts receivable (net) at March 31, 1999 decreased by 23.2% from the
fiscal 1998 year-end amount primarily  because of a decrease in sales.  Compared
to the March 31, 1998  amount,  accounts  receivable  (net)  increased by 226.7%
primarily  because  of the  lengthening  of the  average  collection  period  of
accounts  receivable related to increased  chargebacks on the part of certain of
the  Company's  large  customers  that have  been  intensifying  their  focus on
inventory  management and secondarily  because of the Filofax  acquisition.  The
average collection period of accounts  receivable at March 31, 1999 was 54 days,
compared with 45 and 46 days at June 30, 1998 and March 31, 1998, respectively.

         Inventories  at March 31, 1999  increased by 14.2% from the fiscal 1998
year-end  amount and by 17.6% compared with the March 31, 1998 amount because of
the inventories of Filofax, which the Company acquired during the second quarter
of fiscal 1999.

         Of  the  $98,779,000  net  amount  used  in  the  Company's   investing
activities,  $90,364,000 was used to acquire Filofax, and $7,425,000 was used to
acquire  primarily  machinery  and  equipment and  secondarily  data  processing
equipment and software.

         Of the  $80,732,000  net amount  provided  by the  Company's  financing
activities,  $79,647,000 was provided by borrowings  under the Company's line of
credit which amount was partially offset by $1,491,000 used to repurchase 96,000
shares of the Company's Common Stock.

         At March 31, 1999, the Company had  $95,256,000  outstanding  under its
$145,000,000 bank line of credit (the "Loan  Agreement").  Borrowings under this
Loan  Agreement  bear interest  either at fixed rates based on the higher of the
bank's prime rate and the Federal  Funds Rate  published by the Federal  Reserve
Bank of New York or at floating  rates  calculated  by reference to the interest
rates at which the bank offers deposits in U.S. dollars in amounts approximately
equal to the amount of the relevant loan and for a period of time  comparable to
the number of days the relevant  loan will remain  outstanding,  together with a
margin.  During the nine  months  ended March 31,  1999,  the  weighted  average
interest  rate  was  7.50%.  Subject  to  the  Company  meeting  certain  EBITDA
multiples,  the maximum amount that may be outstanding  under the Loan Agreement
is $145,000,000  through  December 31, 2000.  Thereafter,  the maximum amount of
borrowings  that may be  outstanding  under the Loan  Agreement  is  reduced  by
$5,000,000 in calendar 2001 and by $10,000,000 in each of the following calendar
years  up  to  September  30,  2005.  (See  Note  3  to  Consolidated  Financial
Statements.)

         On October 30,  1998,  the Company  announced  that it had control of a
majority  of the  outstanding  shares of Filofax  as a result of its  previously
announced cash tender offer for the Filofax stock.  As of December 26, 1998, the
Company had acquired 100% of the outstanding shares of Filofax. This acquisition
is being  accounted  for under the purchase  method of  accounting.  The Company
currently  estimates  that the aggregate  fees and expenses of the  transaction,
including  investment  banking,  legal,  accounting and other fees and expenses,
will be $5,000,000 to $6,000,000. The fees and expenses, as well as payments for
the Filofax shares,  have been and will be paid with available cash,  borrowings
under  the  Loan  Agreement  and  the  Loan  Notes.  (See  Notes  3,  4 and 8 to
Consolidated Financial Statements.)

         The Company has not incurred  significant  gains or losses from foreign
currency exchange rate fluctuations.  The continuing  expansion of the Company's
international  operations could, however,  result in larger gains or losses as a
result of fluctuations in foreign currency exchange rates as those  subsidiaries
conduct  business  in  whole or in part in  foreign  currencies.  The  Company's
exposure to the impact of interest changes and foreign currency fluctuations has
increased as a result of its  acquisition of Filofax because the acquisition has
significantly  expanded the  Company's  international  operations  and because a
portion of the debt incurred to fund the acquisition is in pounds Sterling.  The
Company  entered  into a call  option  with  respect to the  purchase of Filofax
shares in the tender  offer to limit the effect of exchange  rate  fluctuations.
The Company may in the future enter into foreign  currency  exchange  contracts,
call  options,  swap  agreements  or other  financial  instruments  as hedges to
moderate the impact of foreign currency fluctuations. The Company does not trade
in financial  instruments  nor does it enter into such contracts for speculative
purposes.

         A single currency  called the euro was introduced in certain  countries
in Europe on January 1, 1999, but will not, at least in the foreseeable  future,
be introduced in the United Kingdom. The use of a single currency may affect the
ability of Day Runner and other companies to price their products differently in
various  European  markets.  The Company is evaluating  the impact of the single
currency in these markets.

         The Company  believes that cash flows from  operations,  vendor credit,
its existing  working  capital and its bank line of credit will be sufficient to
satisfy the Company's anticipated cash requirements at least through the next 12
months.  Nonetheless,  the  Company  may seek  additional  sources of capital as
necessary or appropriate  to finance  acquisitions  or to otherwise  finance the
Company's  growth or  operations;  however,  there can be no assurance that such
funds, if needed, will be available on favorable terms, if at all.

YEAR 2000

         The Year  2000  issue  refers  to the  inability  of  certain  computer
systems,  as well as certain  hardware and equipment  containing  date-sensitive
data, to recognize  accurately dates commencing on or after January 1, 2000, and
even  possibly  certain  dates in 1999.  This has the  potential  to affect  the
operation of these systems adversely and materially.  The Company has identified
four  phases  in  its  Year  2000  compliance  efforts:  discovery;  assessment;
remediation; and applicable testing and verification.  The Company has completed
the discovery and assessment  phases for its own systems and  applications,  has
substantially  completed  the  remediation  phase and  expects to  complete  the
remediation and applicable testing and verification phases by June 30, 1999. The
Company  believes  that by modifying  existing  software and  converting  to new
software for certain tasks it can prevent the Year 2000  transition  from posing
significant internal operational problems.

         The Company  currently  estimates  that total costs related to the Year
2000  issue  will  be   approximately   $2,000,000  to   $2,750,000,   of  which
approximately  $1,285,000  had been  incurred as of March 31, 1999.  The Company
does not anticipate that the costs of these  modifications  and conversions will
be material to its  financial  position or results of  operations.  Expenditures
will be expensed or capitalized as appropriate.

         The Company is surveying  its vendors,  customers and others on whom it
relies to assess their state of Year 2000  readiness.  However,  there can be no
assurance that the systems of other parties on which the Company's  systems rely
will also be  compliant  or that any  failure  to be  compliant  in this area by
another  party  will  not  have an  adverse  effect  on the  Company's  systems.
Furthermore,  no assurance can be given that any or all of the Company's systems
are or will be Year 2000 compliant,  that the ultimate costs required to address
the Year 2000 issue will not exceed the  amounts  indicated  above,  or that the
impact of any failure to achieve  substantial Year 2000 compliance will not have
a materially adverse effect on the Company's financial condition.

FORWARD LOOKING STATEMENTS

         With the exception of the actual reported  financial  results and other
historical  information,  the statements made in the Management's Discussion and
Analysis of Financial  Condition and Results of Operations and elsewhere in this
quarterly  report  are  forward  looking   statements  that  involve  risks  and
uncertainties   that  could  affect  actual  future  results.   Such  risks  and
uncertainties  include,  but are not limited to:  timing and size of orders from
large customers, timing and size of orders for new products,  competition, large
customers' inventory management,  general economic conditions, the health of the
retail  environment,  foreign exchange rate  fluctuations,  supply  constraints,
supplier performance and other risks indicated in the Company's filings with the
Securities and Exchange Commission.

PART II --OTHER INFORMATION


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<TABLE>
<CAPTION>

(a)      On November 23, 1998, the Company held its 1998 Annual Meeting of Stockholders (the "Annual Meeting").
<PAGE>

(b)      At the Annual  Meeting,  the  Company's  stockholders  elected the
following persons as directors of the Company. The number of votes cast for each
director, as well as the number of votes withheld, are listed opposite each
director's name.

                                  Name                               Votes
                                   of                              Cast for                             Votes
                                Director                           Director                           Withheld
                                --------                           --------                           --------

<S>                                                               <C>                                  <C>
                             James E. Freeman, Jr.                10,641,953                           67,297
                             James P. Higgins                     10,648,950                           60,300
                             Jill Tate Higgins                    10,649,570                           59,680
                             Charles Miller                       10,648,970                           60,280
                             Alan R. Rachlin                      10,649,670                           59,580
                             Mark A.  Vidovich                    10,649,670                           59,580
                             Boyd I. Willat                       10,649,870                           59,380
                             Felice Willat                        10,648,994                           60,256

(c)                   At the Annual Meeting,  the  stockholders  approved,  with
                      9,743,930 votes cast in favor, 944,790 votes cast against,
                      20,530 abstentions and 0 broker nonvotes, the amendment to
                      the  Company's  1995 Stock  Option  Plan to  increase  the
                      aggregate   number  of  shares   authorized  for  issuance
                      thereunder from 1,550,000 to 1,925,000 shares.

(d)                   At the Annual Meeting,  the  stockholders  approved,  with
                      8,803,836 cast in favor,  1,799,993  cast against,  27,463
                      abstentions  and 77,958  broker  non-votes,  the Company's
                      Non-Employee Director Stock Option Plan.

(c)                   At the  Annual  Meeting,  with  10,656,681  votes  cast in
                      favor,  33,402 votes cast against and 19,167  abstentions,
                      the  stockholders  ratified the  appointment of Deloitte &
                      Touche as  independent  auditors  for the  Company for the
                      fiscal year ending June 30, 1999.
</TABLE>

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)               Exhibits

                  3.1      Certificate of Incorporation of the Registrant,
                           as amended(1)

                  3.2      Bylaws of the Registrant(2)

                  10.1     Amendment No. 3 to 1995 Stock Option Plan(3)

                  10.2     Non-Employee Director Stock Option Plan(3)

                  27.1     Financial Data Schedule

                  (b)      Reports on Form 8-K

                           1)  On January 19, 1999, the Company filed with the
                           Commission a Current Report on Form 8-K/A.



(1)  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     (File No. 0-19835) filed with the Commission on May 15, 1998.
(2)   Incorporated  by reference  to the  Registrant's  Current  Report on
      Form 8-K (File No.  0-19835)filed with the Commission on August 5, 1993.
(3)   Incorporated by reference to the  Registrant's  Registration  Statement on
      Form  S-8  (Registration  No.  333-69023)  filed  with the  Commission  on
      December 16, 1998.



<PAGE>





                                   SIGNATURES


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

                                Date:  September 14, 1999

                                DAY RUNNER, INC.


                                By: /s/ JAMES E. FREEMAN JR.
                                    ---------------------------------------
                                    James E. Freeman, Jr.
                                     Chief Executive Officer




                                By:     /s/ DENNIS K. MARQUARDT
                                     --------------------------------------
                                     Dennis K. Marquardt
                                      Executive Vice President, Finance
                                       & Administration and
                                        Chief Financial Officer