FORM 10-Q
                                  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 September 30, 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:

                                                Number of Shares Outstanding at
            Class                                        November 12, 1999
------------------------------                  --------------------------------
Common Stock, $0.001 par value                           11,900,736

<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
                       September 30, 1999 and June 30, 1999......................................             3

                     Consolidated Statements of Income
                       Three Months Ended September 30, 1999 and 1998............................             4

                     Consolidated Statements of Cash Flows
                       Three Months Ended September 30, 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 6.     Exhibits and Reports on Form 8-K............................................            20

SIGNATURES.......................................................................................            21

</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                        DAY RUNNER, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                             (DOLLARS IN THOUSANDS)

                                     ASSETS

                                                                                      SEPTEMBER 30,      JUNE 30,
                                                                                          1999             1999
                                                                                    --------------       ---------
Current assets:
<S>                                                                                    <C>              <C>
    Cash and cash equivalents......................................................    $  9,327         $  9,132
    Accounts receivable (less allowance for doubtful  accounts and sales returns
       and other allowances of $10,150 and $11,481 at September 30, 1999 and
       June 30, 1999, respectively)................................................      46,692           43,215
    Inventories....................................................................      45,009           42,361
    Prepaid expenses and other current assets......................................       5,136            4,506
    Income taxes receivable........................................................                          434
    Deferred income taxes..........................................................      11,189           11,189
                                                                                      ---------         --------
       Total current assets........................................................     117,353          110,837
    Property and equipment, net ...................................................      17,320           17,851
    Goodwill and other intangible assets (net of accumulated amortization of $2,556
       and $1,934 at September 30, 1999 and June 30, 1999, respectively)...........      85,170           85,830
    Other assets (net of accumulated amortization of $494 and $410 at September
        30, 1999 and June 30, 1999, respectively)..................................       2,196            1,793
                                                                                      ---------         ---------
TOTAL  ............................................................................   $ 222,039        $ 216,311
                                                                                      =========         =========

                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable...............................................................   $  17,447       $   18,722
    Accrued expenses...............................................................      21,878           19,547
    Income taxes payable...........................................................       2,638
    Loan notes.....................................................................                        2,077
                                                                                      ---------         --------
       Total current liabilities...................................................      41,963           40,346
                                                                                      ---------         --------

Long-term liabilities:
    Line of credit.................................................................     109,438          105,317
    Loan notes.....................................................................         262              251
                                                                                      ---------         --------
       Total long-term liabilities.................................................     109,700          105,568
                                                                                      ---------         --------

Commitments and contingencies

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;  13,718,524
      shares issued and 11,900,736 shares outstanding at September 30, 1999 and
       June 30, 1999)..............................................................          14               14
    Additional paid-in capital.....................................................      21,709           21,709
    Retained earnings..............................................................      61,678           61,078
    Accumulated other comprehensive income.........................................         333              954
    Treasury stock - At cost (787,858 shares at September 30, 1999 and
     June 30, 1999)................................................................     (13,358)         (13,358)
                                                                                      ---------         --------
       Total stockholders' equity..................................................      70,376           70,397
                                                                                      ---------        ---------
TOTAL  ............................................................................    $222,039         $216,311
                                                                                      =========        =========


                 See accompanying notes to consolidated financial statements.

</TABLE>



<PAGE>
<TABLE>
<CAPTION>


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


                                                                                               Three Months Ended
                                                                                                   September 30,
                                                                                                 1999       1998

<S>                                                                                          <C>          <C>
Net sales...............................................................................     $   51,853   $  47,731
Cost of goods sold......................................................................         25,971      24,860
                                                                                              ---------   ---------
Gross profit............................................................................         25,882      22,871
                                                                                              ---------   ---------
Operating expenses:
     Selling, marketing and distribution................................................         15,670      12,265
     General and administrative.........................................................          6,935       4,657
                                                                                              ---------   ---------
       Total operating expenses.........................................................         22,605      16,922
                                                                                              ---------   ---------
Income from operations..................................................................          3,277       5,949
Net interest expense....................................................................          2,144          33
                                                                                              ---------   ---------

Income before provision for income taxes................................................          1,133       5,916
Provision for income taxes..............................................................            533       2,247
                                                                                              ---------   ---------
Net income..............................................................................      $     600   $   3,669
                                                                                              =========   =========

Earnings per common share:
     Basic..............................................................................      $    0.05   $    0.31
                                                                                              =========   =========
     Diluted............................................................................      $    0.05   $    0.29
                                                                                              =========   =========

Weighted-average number of common shares outstanding:
     Basic..............................................................................         11,901      11,931
                                                                                              =========   =========
     Diluted............................................................................         12,132      12,656
                                                                                              =========   =========






















          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)

                                                                                           Three Months Ended
                                                                                              September 30,
                                                                                             1999        1998
                                                                                             ----        ----
Cash flows from operating activities:
<S>                                                                                       <C>          <C>
    Net income....................................................................        $    600     $ 3,669
    Adjustments  to  reconcile  net  income  to net cash  provided  by (used in)
      operating activities:
       Depreciation and amortization..............................................           3,081       1,733
       Provision for doubtful accounts and sales returns and other allowances.....           5,619         316
       Loss on disposal of property and equipment.................................               3
       Changes in operating assets and liabilities:
          Accounts receivable.....................................................          (8,526)     (2,213)
          Inventories.............................................................          (2,234)     (2,017)
          Prepaid expenses and other current assets...............................            (732)     (1,748)
          Income taxes receivable.................................................           1,667       2,021
          Accounts payable........................................................          (1,499)      2,255
          Accrued expenses........................................................           1,850         (50)
          Income taxes payable....................................................           1,278         110
                                                                                         ---------   ---------
Net cash provided by operating activities.........................................           1,107       4,076
                                                                                         ---------   ---------
Cash flows from investing activities:
    Acquisition of property and equipment.........................................          (1,144)     (3,656)
    Other assets..................................................................            (564)
                                                                                         ---------   ---------
         Net cash used in investing activities....................................          (1,708)     (3,656)
                                                                                         ---------   ---------
Cash flows from financing activities:
    Net borrowings (repayments) under lines of credit.............................           2,954        (708)
    Repayment of loan notes.......................................................          (2,184)
    Repayment of capital lease obligations........................................                         (56)
    Net proceeds from issuance of common stock....................................                           3
    Repurchase of common stock....................................................                      (1,274)
                                                                                         ---------   ----------
         Net cash provided by (used in) financing activities......................             770      (2,035)
                                                                                         ---------   ---------
Effect of exchange rate changes in cash...........................................              26         141
                                                                                         ---------   ---------
Net increase (decrease) in cash and cash equivalents..............................             195      (1,474)
Cash and cash equivalents at beginning of period..................................           9,132       2,923
                                                                                         ---------   ---------
Cash and cash equivalents at end of period........................................       $   9,327    $  1,449
                                                                                         =========    ========

          See accompanying notes to consolidated financial statements.


</TABLE>

<PAGE>




                        DAY RUNNER, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998)


1.  BASIS OF PRESENTATION AND ACCOUNTING POLICIES

     The  accompanying  consolidated  balance  sheet as of  September  30, 1999,
consolidated  statements  of income and cash flows for the  three-month  periods
ended  September  30,  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, 1999,  and the notes thereto,
which are included in the Company's Annual Report on Form 10-K.

     The results of operations for the three months ended September 30, 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):

                                            September 30,           June 30,
                                                1999                  1999
                                                ----                  ----

         Raw materials...................  $   11,149             $   12,026
         Work in process.................       2,858                  2,138
         Finished goods..................      31,002                 28,197
                                           ----------             ----------
                  Total..................  $   45,009             $   42,361
                                           ==========             ==========

3.  FINANCIAL INSTRUMENT

     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 in pounds 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. At September 30, 1998, the Company had $775,000 in
a call option which was included in prepaid expenses and other current assets in
the consolidated  financial statements.  The Company does not trade in financial
instruments nor does it enter into such contracts for speculative purposes.



<PAGE>



4.  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
voluntarily  reduced  to  $145,000,000,   and  unamortized   financing  fees  of
approximately  $84,000 were charged to interest  expense.  The loan facility was
syndicated  with a group of banks in December  1998.  Borrowings  bore  interest
either at floating 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 fixed
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 remains  outstanding,  together with a margin.  During the quarter
ended September 30, 1999, the  weighted-average  interest rate was 8.25%.  Under
the terms of the Loan Agreement, the Company paid Wells Fargo a financing fee of
$1,200,000.  At September  30, 1999,  the Company had  $109,438,000  outstanding
under  this Loan  Agreement  and had  outstanding  letters  of  credit  totaling
approximately $40,000.

     On June 29, 1999, the Company obtained from the banks a waiver of the fixed
charge  coverage ratio and the funded debt ratio covenants for the quarter ended
June 30, 1999. The waiver was subsequently extended through October 15, 1999. On
October 12,  1999,  the Company and the banks  amended the Loan  Agreement  (the
"Amended and Restated Loan Agreement").  The Amended and Restated Loan Agreement
converts the entire outstanding  revolving loan balance into a term loan portion
of $90,400,000 and a revolving credit loan portion of $29,600,000. The term loan
matures on September 30, 2001, and the revolving credit loan facility matures on
October 9, 2000. The maturity date of the revolving credit loan facility will be
automatically  extended  through  September 30, 2001,  provided that the Company
achieves as of  September  30, 2000 a minimum  EBITDA,  a minimum  fixed  charge
coverage ratio and a maximum senior funded debt ratio, as defined in the amended
agreement. As a result,  unamortized financing fees due under the Loan Agreement
of approximately $955,000 will be charged to interest expense in October 1999.

     The Amended and Restated Loan Agreement is secured by the Company's  assets
and includes,  among other things, financial covenants requiring the maintenance
of a minimum  fixed charge  coverage  ratio,  EBITDA,  stockholders'  equity and
current  ratio,  and a maximum  senior funded debt coverage  ratio and operating
expenses to net sales ratio,  as defined in the amended  agreement.  The Amended
and Restated Loan Agreement also limits,  among other things,  the incurrence of
liens and  other  indebtedness,  mergers,  consolidations,  the sale of  assets,
annual capital expenditures,  advances, investments and loans by the Company and
its subsidiaries,  dividends,  stock  repurchases and certain  transactions with
affiliates.  It permits up to $10,000,000  of secured debt for currency  hedging
purposes and up to  $1,500,000  of unsecured  overdraft  borrowings  for foreign
subsidiaries.

     The outstanding  balances bear interest at the Company's election at either
(i) the higher of the Agent  Bank's  prime rate or the  Federal  Funds Rate plus
50.00 basis points,  plus an interest  rate margin  ranging from 12.50 to 200.00
basis  points,  or (ii) the  applicable  eurodollar  rate plus an interest  rate
margin ranging from 112.50 to 300.00 basis points, depending on the level of the
funded debt ratio at the end of each fiscal quarter.

     Under the Amended and Restated Loan Agreement,  the Company is obligated to
pay certain fees, including an unused revolving loan commitment fee ranging from
37.50 to 67.50  basis  points,  which  varies  with the level of the funded debt
ratio at the end of each fiscal quarter, payable quarterly in arrears; letter of
credit fees ranging from 112.50 to 300.00 basis points which vary with the level
of the  funded  debt  ratio at the time the  letter  of credit  is  issued;  and
amendment and other standard fees which are currently estimated at approximately
$1,500,000.

5.  LOAN NOTES

     Loan Notes in the amount of (pound)1,477,000 (US $2,437,000) were issued in
connection  with the  Filofax  acquisition,  are  unsecured  obligations  of the
Company's  U.K.  subsidiary  and bear interest at LIBOR (6.035% at September 30,
1999) less 1%. 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.  During the
three months ended September 30, 1999,  (pound)1,318,000  (US $2,175,000) of the
Loan Notes were redeemed.

6.  EARNINGS PER SHARE

     Basic  earnings  per share  are  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 income (in thousands, except per share amounts):



                                            THREE MONTHS ENDED SEPTEMBER 30,
                                            1999                        1998
                                         -------------             -------------

NET INCOME                                $     600                  $   3,669
BASIC WEIGHTED-AVERAGE SHARES
   Weighted average number of
     common shares outstanding               11,901                     11,931
EFFECT OF DILUTIVE SECURITIES
   Additional shares from the assumed
     exercise of options and warrants         1,311                      2,866
   Shares assumed to be repurchased
     under the treasury stock method         (1,080)                    (2,141)
                                        -----------                 ----------

DILUTED WEIGHTED-AVERAGE SHARES
   Weighted average number of
     common shares outstanding and
     common share equivalents                12,132                     12,656
                                        ===========                 ==========

EARNINGS PER SHARE:

   Basic                                 $     0.05                   $   0.31
                                        ===========                 ==========
   Diluted                               $     0.05                   $   0.29
                                        ===========                 ==========


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 (in thousands):

                                                THREE MONTHS ENDED SEPTEMBER 30,
                                                   1999                  1998
                                                ------------        ------------
         Net income                             $    600             $  3,669
         Foreign currency translation adjustment    (621)                 274
                                                --------             --------
         Comprehensive income                   $    (21)            $  3,943
         --------------------                   --------             --------

8.  SEGMENT INFORMATION

         The Company's operating segments have similar economic  characteristics
and, as such, the Company has  aggregated  six operating  segments into a single
reportable  segment in conformity with SFAS No. 131,  DISCLOSURES ABOUT SEGMENTS
OF AN  ENTERPRISE  AND  RELATED  INFORMATION.  The  business  activities  of the
Company's operating segment are the development,  manufacturing and marketing of
paper-based  organizers  for the retail  market.  In addition,  the Company also
develops,  manufactures  and  markets a number of  related  organizing  products
including  telephone/address books, business accessories,  products for students
and organizing and other wallboards.

     The Company  groups its  products  into three  categories:  organizers  and
planners;  their refills, which include calendars,  other pages and accessories;
and related organizing products. The following table sets forth, for the periods
indicated,  approximate Day Runner sales by product category and as a percentage
of total net sales (in thousands):
<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED SEPTEMBER 30,
                                                           1999                     1998
                                                    -------------------     ------------------


<S>                                                    <C>                      <C>
      Organizers and planners......................    $   21,180               $  17,068
      Refills......................................        18,480                  17,048
      Related organizing products..................        12,193                  13,615
                                                       ----------               ---------
         Total.....................................    $   51,853               $  47,731
                                                       ==========               =========
</TABLE>

9.   OPERATIONS IN FOREIGN COUNTRIES

     The  following  is a summary of the  financial  activity  of the Company by
geographical area (in thousands):



<TABLE>
<CAPTION>




                                                  THREE MONTHS ENDED SEPTEMBER 30, 1999
                                     UNITED STATES      EUROPE        OTHER       ELIMINATIONS        TOTAL
                                     -------------      ------        -----       ------------        -----

<S>                                  <C>               <C>           <C>                           <C>
Net sales to unaffiliated entities   $   33,094        $ 13,325      $ 5,434                       $  51,853
Transfers between geographic areas          863                          355      $  (1,218)
                                     ----------        --------      -------      ---------        ---------
Net sales                            $   33,957        $ 13,325      $ 5,789      $  (1,218)       $  51,853
                                     ==========        ========      =======      =========        =========


Income from operations               $    1,652        $  2,872      $   332      $  (1,579)       $   3,277
                                     ==========        ========      =======      =========        =========
Long-lived assets                    $   89,004        $170,550      $ 6,593      $(161,461)       $ 104,686
                                     ==========        ========      =======      =========        =========


                                                  THREE MONTHS ENDED SEPTEMBER 30, 1998
                                     UNITED STATES      EUROPE        OTHER       ELIMINATIONS        TOTAL
                                     -------------      ------        -----       ------------        -----

Net sales to unaffiliated entities   $   43,472        $   610       $ 3,649                       $  47,731
Transfers between geographic areas        1,441                          715         (2,156)
                                     ----------        --------      -------       ---------       ---------
Net sales                            $   44,913        $   610       $ 4,364      $  (2,156)       $  47,731
                                     ==========        =======       =======       =========        =========


Income from operations               $    8,238        $  (155)      $   165         (2,299)       $   5,949
                                     ==========        =======       =======         ======        =========

Long-lived assets                    $   18,214        $   110       $ 3,479      $  (3,120)       $  18,683
                                     ==========        =======       =======      =========        =========

</TABLE>

10.  CONTINGENCIES

     In  September 1999,  two, and in October  1999, one  additional,  purported
securities  class action lawsuits were filed in the United States District Court
for the  Central  District  California  against  the  Company and certain of its
officers and directors.  The Complaints allege that the Company violated Section
10(b) of the  Securities  Exchange  Act and Rule 10b-5  thereunder  through  the
misstatement  of the Company's  financial  results of  operations  for the first
through third quarters of fiscal 1999. These alleged  misstatements  purportedly
consisted of improper  accounting for  manufacturing  variances and other costs.
The plaintiffs in all these actions  purport to represent a class  consisting of
all purchasers of the Company's Common Stock between October 20, 1998 and August
31, 1999. The plaintiffs are seeking unspecified compensatory damages.

     The Company expects that these actions will be  consolidated  into a single
action, that a lead plaintiff will be appointed, and that a consolidated amended
complaint will be filed.  To the Company's  knowledge,  none of these events has
yet taken place. There has been no discovery in any of the actions. Based on the
allegations and the issues raised by the current complaint, the Company believes
it  has  meritorious  defenses  to  the  actions  and  intends  to  defend  them
vigorously.
     The Company is not a party to any other  litigation that, in the opinion of
management,  would reasonably be expected to have a materially adverse effect on
the consolidated financial statements.


<PAGE>




11.  STATEMENTS OF CASH FLOW

         Supplemental disclosure of cash flow information (in thousands):

                                               THREE MONTHS ENDED SEPTEMBER 30,
                                                  1999                 1998
                                               ----------          -----------

             Cash paid during the period for:
               Interest                         $ 1,857              $  36
               Income taxes, net of refunds
                  received                      $(1,984)             $  44

         Supplemental disclosure of noncash investing and financing activities:

         As of September 30, 1998, the Company had purchased 1,400,000 shares of
         Filofax  stock for  approximately  (pound)2,821,000  (approximately  US
         $4,794,000).



<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.  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 and the U.S. mass market channel.  With the October 30, 1998 acquisition
of Filofax, the Company substantially  increased its emphasis on markets outside
the U.S. The office  products  channel and the mass market  channel and sales to
foreign customers  accounted for 38.5%,  21.9% and 35.9%,  respectively,  of net
sales for the three months ended September 30, 1999.

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated,  the percentages
that income  statement items bear to net sales and the percentage  change in the
dollar amounts of such items.
<TABLE>
<CAPTION>

                                                                                                       Percentage
                                                                               Percentage                Change
                                                                                of Sales                  Three
                                                                                  Three               Months Ended
                                                                               Months Ended           September 30,
                                                                              September 30,               1998
                                                                                   1999                  to 1999
                                                                         ---------------------        -------------
<S>                                                                       <C>             <C>              <C>
Net sales..............................................................   100.0%          100.0%           8.6%
Cost of goods sold.....................................................    50.1            52.1            4.5
                                                                          -----           -----
Gross profit...........................................................    49.9            47.9            4.1
                                                                          -----           -----
Operating expenses:
    Selling, marketing and distribution................................    30.2            25.7           27.8
    General and administrative.........................................    13.4             9.7           48.9
       Total operating expenses........................................    43.6            35.4           33.6
                                                                          -----           -----
Income from operations.................................................     6.3            12.5          (44.9)
Net interest expense...................................................     4.1            0.1          6397.0
                                                                           ----            ----
Income before provision for income taxes...............................     2.2            12.4          (80.8)
Provision for income taxes.............................................     1.0             4.7          (76.3)
                                                                           ----            ----
Net income.............................................................     1.2%            7.7%         (83.6)
                                                                           ====            ====
</TABLE>



<PAGE>


<TABLE>
<CAPTION>


     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.


                                                                    Three Months Ended September 30,
                                                          -----------------------------------------------
PRODUCT CATEGORY:                                                 1999                       1998
-----------------                                                 ----                       ----
                                                                    (unaudited; dollars in thousands)
<S>                                                       <C>            <C>          <C>             <C>
Organizers and planners..............................     $ 21,180       40.9%        $  17,068       35.8%
Refills..............................................       18,480       35.6            17,048       35.7
Related organizing products..........................       12,193       23.5            13,615       28.5
                                                          --------      -----         ---------       ----
    Total............................................     $ 51,853      100.0%        $  47,731      100.0%
                                                          ========      =====         =========      =====



                                                                    Three Months Ended September 30,
                                                          -----------------------------------------------
DISTRIBUTION CATEGORY:                                           1999                       1998
---------------------                                            ----                       ----
Office products......................................   $   19,968       38.5%        $  21,660       45.4%
Mass market..........................................       11,346       21.9            19,648       41.1
Foreign customers....................................       18,590       35.8             4,232        8.9
Other................................................        1,949        3.8             2,191        4.6
                                                        ----------       ----         ---------        ----
    Total............................................   $   51,853      100.0%        $  47,731      100.0%
                                                        ==========      =====         =========      =====
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH
THE THREE MONTHS ENDED SEPTEMBER 30, 1998

     NET SALES.  Net sales  ("sales")  consist of  revenues  from gross  product
shipments  net of  allowances  for returns,  rebates and  credits.  In the first
quarter of fiscal 2000,  sales increased by $4,122,000,  or 8.6%,  compared with
the first  quarter of fiscal 1999  because of the Filofax  acquisition  but were
negatively  affected  by  the  ongoing  impact  of  U.S.  retailers'   inventory
tightening,  which constrained U.S. sales and increased product returns.  In the
quarter ended  September 30, 1999,  sales were primarily to the office  products
channel  and  secondarily  to  foreign  customers.  Sales to  foreign  customers
increased by $14,358,000, or 339.3%; sales to mass market customers decreased by
$8,302,000,  or  42.3%;  sales  to the  office  products  channel  decreased  by
$1,692,000,  or 7.8%; and sales to miscellaneous  customers  grouped together as
"other,"  decreased  by $242,000,  or 11.0%.  Sales of  organizers  and planners
increased by $4,112,000,  or 24.1%; sales of refills increased by $1,432,000, or
8.4%;  and sales of related  organizing  products  decreased by  $1,422,000,  or
10.4%.

     GROSS  PROFIT.  Gross  profit is 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  and  other  allowances,   purchasing  and  manufacturing  efficiencies,
tariffs,  duties and inventory  carrying costs.  Gross profit as a percentage of
sales  increased  from 47.9% in the first quarter of fiscal 1999 to 49.9% in the
first quarter of fiscal 2000 primarily because of the higher gross margin earned
by sales of Filofax brand products.

     OPERATING  EXPENSES.  Total operating expenses increased by $5,683,000,  or
33.6%,  in the first  quarter of fiscal 2000  compared with the first quarter of
fiscal 1999 and increased as a percentage of sales from 35.4% to 43.6%. Selling,
marketing and distribution expenses increased by $3,405,000 primarily because of
the addition of Filofax's  expenses  during the quarter and increased from 25.7%
to 30.2% as a  percentage  of sales due to the  Company's  decreased  ability to
absorb  expenses  as a  result  of  the  decline  in  U.S.  sales.  General  and
administrative  expenses  increased by  $2,278,000,  and from 9.7% to 13.4% as a
percentage of sales primarily because of the addition of Filofax's expenses.

     NET INTEREST  EXPENSE.  Because of an increase in the  Company's  long-term
debt,  which was  incurred to finance the  acquisition  of Filofax in the second
quarter of fiscal  1999,  net interest  expense for the first  quarter of fiscal
2000 was $2,144,000 compared with $33,000 for the first quarter of fiscal 1999.

     INCOME TAXES. Due primarily to the Company's inability to fully utilize its
foreign tax credits,  the Company's first quarter fiscal 2000 effective tax rate
was 47.0%, compared with 38.0% for the first quarter of fiscal 1999.

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

     GENERAL.  The  Company's  cash and cash  equivalents  at September 30, 1999
increased to $9,327,000  from  $9,132,000  at June 30, 1999.  During the quarter
ended  September  30, 1999,  net cash of  $1,107,000  and  $770,000  provided by
operating activities and financing activities,  respectively,  was offset by net
cash of $1,708,000 used in investing activities.

     Of  the  $1,107,000  net  amount   provided  by  the  Company's   operating
activities,  $600,000 was provided by net income, $5,619,000 was provided by the
provision  for  doubtful  accounts  and  sales  returns  and  other  allowances,
$3,081,000  was  provided  by  depreciation  and  amortization,  $1,850,000  was
provided by an increase in accrued  expenses  and  $1,667,000  was provided by a
decrease in income taxes  receivable.  These amounts were partially offset by an
increase of  $8,526,000  in accounts  receivable,  an increase of  $2,234,000 in
inventories and a decrease of $1,499,000 in accounts payable.

     Accounts  receivable (net) at September 30, 1999 increased by 8.0% from the
fiscal  1999  year-end  amount and by 35.8% from the  September  30, 1998 amount
primarily because of the continued  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 increase in sales.

     Inventories  at September  30, 1999  increased by 6.3% from the fiscal 1999
year-end  amount  primarily  because  of a planned  inventory  build-up  done in
preparation for the Company's  calendar year-end busy season.  Compared with the
September 30, 1998 amount,  inventories  increased by 14.0% primarily because of
the  inventories of Filofax;  however,  this increase was partially  offset by a
decrease in the Company's domestic inventories.

     The  $1,708,000 net amount used in the Company's  investing  activities was
used  to  acquire  primarily   machinery  and  equipment  and  secondarily  data
processing equipment and software.

     Of the  $770,000  net amount used in the  Company's  financing  activities,
$2,954,000 was provided by borrowings under the line of credit, which amount was
partially offset by $2,184,000 used to repay loan notes.

     BANK LOAN. 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
voluntarily  reduced  to  $145,000,000,   and  unamortized   financing  fees  of
approximately  $84,000 were charged to interest  expense.  The loan facility was
syndicated  with a group of banks in December  1998.  Borrowings  bore  interest
either at floating 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 fixed
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 remains outstanding, together with a margin. During the year ended
June 30, 1999, the weighted-average  interest rate was 8.25%. Under the terms of
the Loan Agreement,  the Company paid Wells Fargo a financing fee of $1,200,000.
At September 30, 1999, the Company had $109,438,000  outstanding under this Loan
Agreement and had outstanding letters of credit totaling approximately $40,000.

     On June 29, 1999, the Company obtained from the banks a waiver of the fixed
charge  coverage ratio and the funded debt ratio covenants for the quarter ended
June 30, 1999. The waiver was subsequently extended through October 15, 1999. On
October 12,  1999,  the Company and the banks  amended the Loan  Agreement  (the
"Amended and Restated Loan Agreement").  The Amended and Restated Loan Agreement
converts the entire outstanding  revolving loan balance into a term loan portion
of $90,400,000 and a revolving credit loan portion of $29,600,000. The term loan
matures on September 30, 2001, and the revolving credit loan facility matures on
October 9, 2000. The maturity date of the revolving credit loan facility will be
automatically  extended  through  September 30, 2001,  provided that the Company
achieves as of  September  30, 2000 a minimum  EBITDA,  a minimum  fixed  charge
coverage ratio and a maximum senior funded debt ratio, as defined in the amended
agreement. As a result,  unamortized financing fees due under the Loan Agreement
of approximately $955,000 will be charged to interest expense in October 1999.

     The Amended and Restated Loan Agreement is secured by the Company's  assets
and includes,  among other things, financial covenants requiring the maintenance
of a minimum  fixed charge  coverage  ratio,  EBITDA,  stockholders'  equity and
current  ratio,  and a maximum  senior funded debt coverage  ratio and operating
expenses to net sales ratio,  as defined in the amended  agreement.  The Amended
and Restated Loan Agreement also limits,  among other things,  the incurrence of
liens and  other  indebtedness,  mergers,  consolidations,  the sale of  assets,
annual capital expenditures,  advances, investments and loans by the Company and
its subsidiaries,  dividends,  stock  repurchases and certain  transactions with
affiliates.  It permits up to $10,000,000  of secured debt for currency  hedging
purposes and up to  $1,500,000  of unsecured  overdraft  borrowings  for foreign
subsidiaries.

     The outstanding  balances bear interest at the Company's election at either
(i) the higher of the Agent  Bank's  prime rate or the  Federal  Funds Rate plus
50.00 basis points,  plus an interest  rate margin  ranging from 12.50 to 200.00
basis  points,  or (ii) the  applicable  eurodollar  rate plus an interest  rate
margin ranging from 112.50 to 300.00 basis points, depending on the level of the
funded debt ratio at the end of each fiscal quarter.

     Under the Amended and Restated Loan Agreement,  the Company is obligated to
pay certain fees, including an unused revolving loan commitment fee ranging from
37.50 to 67.50  basis  points,  which  varies  with the level of the funded debt
ratio at the end of each fiscal quarter, payable quarterly in arrears; letter of
credit fees ranging from 112.50 to 300.00 basis points which vary with the level
of the  funded  debt  ratio at the time the  letter  of credit  is  issued;  and
amendment and other standard fees which are currently estimated at approximately
$1,500,000.

     FOREIGN CURRENCY.  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. In September 1998, 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 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 for 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.

     ADEQUACY OF CAPITAL.  The Company  believes that cash flow from operations,
vendor credit,  its existing  working capital and its term and revolving  credit
loans will be sufficient to satisfy the Company's  anticipated cash requirements
at least  through  fiscal  2000.  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 and has substantially
completed the remediation phase for all its major business systems.  The Company
expects  the  remediation,  applicable  testing  and  verification  phases to be
complete by November 30, 1999.  The Company  believes that its  modification  of
existing software and conversions to new software for certain tasks will 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 $2,500,000,  of which  approximately
$1,957,000  had been  incurred as of September  30,  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.  Although the Company  believes its
internal systems are year 2000 compliant,  there can be no guarantee 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.

     The Company has been surveying its vendors, customers and others on whom it
relies to assess their state of year 2000 readiness.  As of October 1, 1999, the
Company has:  defined Day Runner's year 2000  compliance  definition;  sent year
2000 questionnaires; advised critical suppliers and customers as to Day Runner's
year 2000  readiness;  and received  responses  from a portion of these parties.
There can be no  assurance,  however,  that the systems of any outside  party on
which the  Company's  systems rely will also be compliant or that any failure to
be  compliant  in this  area by one or more of  these  parties  will not have an
adverse effect on the Company's systems.

         SUPPLIERS OF RAW MATERIALS,  PRODUCT COMPONENTS AND FINISHED GOODS. The
Company has been assessing the year 2000 readiness of its significant suppliers.
A large portion have responded that their year 2000 readiness plans are complete
or that they plan to be year 2000 compliant prior to December 31, 1999.

         POTENTIAL  MATERIALLY ADVERSE IMPACT AND CONTINGENCY PLANS. The failure
         of multiple  significant  suppliers  to supply raw  materials,  product
         components,  finished goods and ancillary goods for a prolonged  period
         could substantially impair the Company's ability to ship product to its
         customers  in a timely and  reliable  manner and  could,  thus,  have a
         materially adverse effect on the Company's  business.  The Company does
         not have a basis at this time to  determine  whether such a scenario is
         likely to occur.

         The Company is therefore  continuing  to develop  contingency  plans to
         cope with  potential  year 2000 failure on the part of its  significant
         suppliers.  The  contingency  plans  include,  where  appropriate,  (1)
         placing orders for the receipt of products prior to potential  business
         disruptions;  (2)  defining  alternate  sources for  suppliers  who are
         determined  to  be  at  a  high  risk  of   noncompliance  or  business
         disruption; and (3) defining manual work processes.

     SUPPLIERS  OF OTHER  GOODS AND  SERVICES.  In  addition,  the  Company  has
identified and has been contacting its suppliers of business-critical  goods and
services and has received responses from a large portion of these parties.

         POTENTIAL  MATERIALLY ADVERSE IMPACT AND CONTINGENCY PLANS. The failure
         in one or more geographic regions of third-party systems over which the
         Company  has no  control  and  for  which  the  Company  has  no  ready
         substitute,  such as, but not limited to, power and  telecommunications
         service  could make it necessary for the Company to  temporarily  close
         facilities  in  the  affected  geographic  areas  and  have  additional
         materially  adverse effects on the Company's  business.  The Company is
         developing  appropriate  contingency  plans  for any  business-critical
         supplier  that does not  provide an  adequate  response  to the Company
         concerning its year 2000 readiness on a timely basis and has in place a
         business  resumption plan that addresses recovery from various types of
         disasters,  including  significant  interruptions  to data flows and to
         distribution  capabilities  at the  Company's  major U.S.  distribution
         centers.

         The Company has made the  necessary  preparations  for the execution of
         this  contingency  plan.  However,  there can be no assurance  that the
         Company will be able to complete its  contingency  preparations on that
         schedule.

FORWARD LOOKING STATEMENTS

     With  the  exception  of  actual  reported   financial  results  and  other
historical  information,  the statements  contained in this Quarterly  Report on
Form 10-Q ("Quarterly  Report") constitute  "forward-looking  statements" within
the  meaning of the  federal  securities  laws and involve a number of risks and
uncertainties.  Such  statements  are  indicated  by  words or  phrases  such as
"anticipate," "estimate," "project," "expect," "believes," "intends" and similar
words or phrases.  These forward  looking  statements are based on  management's
expectations  as of the date set forth on the signature  page of this  document,
and the  Company  does not  undertake  any  obligation  to  update  any of these
statements.

     There can be no assurance that the Company's actual future performance will
meet its  expectations.  The  Company is  subject to a number of risks,  and its
future  operating  results are  difficult to predict and subject to  significant
fluctuations. These include but are not limited to: (1) the Company's efforts to
controls costs may not prove sufficient to prevent future increases in operating
expenses in dollars or as a percentage of sales; (2) the Company may not be able
to  counteract  the  effects of large  customers'  inventory  tightening  in any
significant way and inventory tightening may continue beyond the end of calendar
1999 and well into the year 2000 and  beyond,  which  may  result in lower  than
expected sales and/or higher than expected product returns;  and (3) the Company
may not  correctly  anticipate  the  product  mix of  retailers'  "just-in-time"
inventory demands,  resulting in the temporary unavailability of the products in
demand by retailers and lower sales.

     Additional  factors that may cause future results to differ materially from
the Company's current expectations include, among others: the timing and size of
orders  from  large  customers;  timing  and size of  orders  for new  products;
competition,  especially for retail shelf space;  general  economic  conditions,
especially the sustainability of the current economic  expansion;  the health of
the  retail  environment;   foreign  exchange  rate  fluctuations;   supply  and
manufacturing constraints;  supplier performance;  the Company's ability to meet
its cash  requirements  to finance its  operations  and  growth;  changes in the
Company's  effective tax rate;  and the potential  disruptions  to the Company's
business  from any lack of Year  2000  compliance  on the part of the  Company's
customer  and  vendors.  Among the effects of these  factors may be:  lower than
anticipated  sales;  higher  than  anticipated  product  returns  and/or  excess
inventory;  negative effects on consumer purchases; lower than anticipated gross
profit; higher than anticipated  operating expenses;  and lower than anticipated
net income.

     For  additional  risks and more detailed  explanations  of factors that may
cause the  Company's  results of  operations  to vary  materially  from  current
expectations, see the Company's Form 10-K for the year ended June 30, 1999 filed
with the SEC.
<PAGE>

ITEM 2A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The primary risk inherent in the Company's market sensitive  instruments is
the risk of loss resulting from interest rate  fluctuations.  The Company's term
and revolving credit loans bear interest either at the Company's election at (i)
the higher of the Agent Bank's  prime rate or the Federal  Funds Rate plus 50.00
basis points,  plus an interest  rate margin  ranging from 12.50 to 200.00 basis
points,  or (ii) the  applicable  eurodollar  rate plus an interest  rate margin
ranging from 112.50 to 300.00 basis points, depending on the level of the funded
debt  ratio  at the  end of  each  fiscal  quarter.  The  table  below  provides
information  as of September  30, 1999 about the Company's  long-term  liability
obligations that are sensitive to changes in interest rates, including principal
cash flows by scheduled maturity,  weighted-average  interest rate and estimated
fair value. The  weighted-average  interest rates presented are the actual rates
as of  September  30,  1999 as  calculated  under the terms of the  Amended  and
Restated Loan Agreement.




 <TABLE>
<CAPTION>

                                                   PRINCIPAL MATURING IN FISCAL YEAR
                                                                                                                  FAIR
                        2000        2001        2002        2003         2004        THEREAFTER         TOTAL     VALUE
                        ----        ----        ----        ----         ----        ----------         -----     -----
                                                        (Dollars in thousands)

Term and revolving
<S>                                           <C>                                                    <C>        <C>
  credit loans                                $109,438                                               $109,438   $109,438
Average interest rate                             8.20%

Other debt:
Loan notes            $  2,175                                            $262                        $ 2,437    $ 2,437
Average interest rate     4.80%

</TABLE>

     The Company's  future earnings and cash flows relating to market  sensitive
instruments are primarily  dependent upon prevailing market interest rate. Based
upon the  Company's  borrowing  mix as of  September  30, 1999, a 1% increase or
decrease in the interest  rates would increase or decrease  pretax  earnings and
cash flow by approximately $1,100,000.



<PAGE>




FOREIGN CURRENCY EXPOSURE

     The  Company's  reporting  currency is the U.S.  dollar,  and  interest and
principal  payments on its  long-term  debts will be in U.S.  dollars and pounds
Sterling.  A portion of revenues and operating  costs are derived from sales and
operations  outside the United  States and are incurred in a number of different
currencies.  Accordingly,  fluctuations  in currency  exchange  rates may have a
significant  effect on the  Company's  results of  operations  and balance sheet
data. The Company has no significant  exposure from financial  instruments which
would require quantitative disclosure.


PART II --OTHER INFORMATION

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)

                  10.2     Amended  and  Restated  Loan  Agreement  dated  as of
                           September 30, 1999 among the  Registrant,  Day Runner
                           UK plc,  Filofax  Limited,  the Lenders named therein
                           and Wells Fargo Bank, National Association, including
                           Revolving and Term Loan Notes(3)

                  10.3     Fiscal 2000 Officer Bonus Plan

                  10.4     Amendment No. 1 to Day Runner Restated 401(k) Plan
                           and Trust Agreement, effective as of October 1, 1999

                  27.1     Financial Data Schedule

                  (b)      Reports on Form 8-K

                           No  reports  on Form 8-K  were  filed by the Company
                           during the quarter ended September 30, 1999.






(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  Annual Report on Form 10-K
     (File No. 0-19835) filed with the Commission on October 14, 1999.



<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:  November 15, 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