UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                 FORM 10-Q

(Mark One)
 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934
      For the Quarterly Period Ended August 1, 1998

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: 0-22834


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


   ILLINOIS                             36-3760230
 (State or other jurisdiction of	      (I.R.S. Employer
 incorporation or organization)        Identification No.)


  2520 Diehl Road
 Aurora, Illinois	                         60504
(Address of principal executive offices) 	(Zip Code)

                               (630) 820-7200
            (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       


  	Registrant had 6,769,416 shares of common stock, $.01 par value, 
outstanding as of September 9, 1998.









<PAGE>
                             SUCCESSORIES, INC.
                             INDEX TO FORM 10-Q



PART I. 	FINANCIAL INFORMATION		
                                                   Page Number

Item 1.  Financial Statements                 

         Consolidated Balance Sheets                       3

         Consolidated Statements of Operations             4

         Consolidated Statement of Stockholders' Equity    5

         Consolidated Statements of Cash Flows             6

         Notes to Consolidated Financial Statements        7

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations    11

Item 3.  Quantitative and Qualitative Disclosures
         About Market Risk                                14


PART II. 	OTHER INFORMATION

Item 1.  Legal Proceedings                                15

Item 6.  Exhibits and Reports on Form 8-K                 15

SIGNATURES                                                16

INDEX TO EXHIBITS                                         17








<PAGE>

<TABLE>
                     PART  I.    FINANCIAL INFORMATION

                             SUCCESSORIES, INC.
                        Consolidated Balance Sheets
                                (Unaudited) 
<CAPTION>
                                              August 1,         January 31,
                                                1998               1998
<S>                                         <C>                <C>
ASSETS
Current assets:
    Cash and cash equivalents               $ 1,353,000        $ 1,751,000
    Accounts and notes receivable, net        4,363,000          7,330,000
    Inventories, net                         11,470,000          9,749,000
    Prepaid catalog expenses                    674,000          1,439,000
    Other prepaid expenses                    1,453,000          1,307,000
Total current assets                         19,313,000         21,576,000

Property and equipment, net                  10,409,000         10,292,000
Notes receivable, net                           216,000            292,000
Deferred financing costs                        444,000            482,000
Deferred income taxes                         5,339,000          5,339,000
Intangibles and other assets, net             2,509,000          2,600,000

TOTAL ASSETS                                $38,230,000        $40,581,000

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt       $ 6,575,000        $ 5,445,000
    Accounts payable                          5,170,000          4,629,000
    Accrued expenses                          1,328,000          1,160,000
Total current liabilities                    13,073,000         11,234,000
Long-term debt                                5,925,000          6,561,000
Total liabilities                            18,998,000         17,795,000

Minority interest in subsidiaries                99,000            352,000

Stockholders' equity:
 Common stock, $.01 par value; 
   20,000,000 shares authorized; 
   6,769,416 and 6,762,520 shares issued 
   and outstanding, respectively                 68,000             68,000
 Common stock warrants                        1,584,000          1,584,000
 Notes receivable from stockholders            (273,000)          (273,000)
 Additional paid-in capital                  26,155,000         26,127,000
 Accumulated deficit                         (8,333,000)        (4,999,000)
 Foreign currency translation adjustment        (68,000)           (73,000)
Total stockholders' equity                   19,133,000         22,434,000

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $38,230,000        $40,581,000

</TABLE>


      The accompanying notes are an integral part of these balance sheets.



<PAGE>
                             SUCCESSORIES, INC.
                    Consolidated Statements of Operations
                                (Unaudited)


<TABLE>
<CAPTION>
                             Three Months Ended             Six Months Ended
                            August 1,   August 2,         August 1,  August 2,
                              1998        1997              1998       1997
<S>                       <C>          <C>            <C>          <C>
Net product sales         $11,506,000  $13,061,000    $23,767,000  $24,889,000
Cost of goods sold          5,180,000    6,349,000     10,357,000   11,350,000

Gross profit on 
  product sales             6,326,000    6,712,000     13,410,000   13,539,000

Fees, royalties and 
  other income                378,000      306,000        696,000      610,000

Gross margin                6,704,000    7,018,000     14,106,000   14,149,000

Operating expenses          8,395,000    7,395,000     16,805,000   15,284,000

Loss from operations       (1,691,000)    (377,000)    (2,699,000)  (1,135,000)

Other income (expense):
  Interest expense           (330,000)    (650,000)      (671,000)    (993,000)
  Minority interest in 
     subsidiaries              26,000      (52,000)       (10,000)     (78,000)
  Other, net                   36,000      (71,000)        46,000      (70,000)

Total other expense          (268,000)    (773,000)      (635,000)  (1,141,000)

Loss before income tax 
   benefit                 (1,959,000)  (1,150,000)    (3,334,000)  (2,276,000)

Income tax benefit                -            -              -            -  

Net loss                  $(1,959,000) $(1,150,000)   $(3,334,000) $(2,276,000)

Loss per share:
  Basic and diluted       $      (.29) $      (.23)   $      (.49) $      (.45)

</TABLE>




          The accompanying notes are an integral part of these statements.



<PAGE>



                                SUCCESSORIES, INC.
                  Consolidated Statement Of Stockholders' Equity
                                   (Unaudited)

<TABLE>

<CAPTION>
                                       
                                            Additional   Common       Notes 
                          Common Stock       Paid-In     Stock      Receivable 
                        Shares     Amount    Capital    Warrants   From Officers
<S>                    <C>        <C>      <C>          <C>         <C>      
Balance, 
 January 31, 1998      6,762,520  $68,000  $26,127,000  $1,584,000  $(273,000)

Net loss for the period

Foreign currency transalation
 adjustment  

Common stock transactions:
 Sales of common shares    6,896                28,000

Balance, 
  August 1, 1998       6,769,416  $68,000  $26,155,000  $1,584,000  $(273,000)

</TABLE>

<TABLE>
<CAPTION>
                                               Foreign
                                               Currency          Total
                              Accumulated     Translation     Stockholders'
                                Deficit       Adjustment         Equity
<S>                           <C>              <C>            <C>
Balance,
  January 31, 1998            $(4,999,000)     $(73,000)       $22,434,000

Net loss for the period        (3,334,000)                      (3,334,000)    

Foreign currency translation   
  adjustment                                      5,000              5,000

Common stock transactions:
  Sales of common shares                                            28,000 

Balance, 
  August 1, 1998              $(8,333,000)     $(68,000)       $19,133,000

</TABLE>









         The accompanying notes are an integral part of this statement.



<PAGE>
                                SUCCESSORIES, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Six Months Ended
                                               August 1,         August 2,
                                                 1998              1997
<S>                                          <C>                <C>
Cash flows from operating activities:
 Net loss                                    $(3,334,000)       $(2,276,000)
 Adjustments to reconcile net loss to net 
  cash provided by (used in) operating 
  activities:
    Depreciation and amortization              1,369,000          1,164,000
    Amortization of debt discount                 59,000            495,000
                                              (1,906,000)          (617,000)
 Changes in operating assets and liabilities:
    Accounts and notes receivable              2,967,000           (337,000)
    Inventories                               (1,721,000)          (201,000)
    Prepaid catalog expenses                     765,000            869,000
    Other prepaid expenses                      (342,000)          (606,000)
    Deferred financing costs                         -             (483,000)
    Accounts payable                             541,000           (546,000)
    Accrued expenses                             176,000            133,000
    Other                                        (99,000)          (355,000)
Net cash provided by (used in) 
  operating activities                           381,000         (2,143,000)

Cash flows from investing activities:
   Purchases of property and equipment        (1,243,000)        (1,717,000)
Net cash used in investing activities         (1,243,000)        (1,717,000)
 
Cash flows from financing activities:
   Proceeds from sales of common stock            28,000             40,000
   Preferred stock dividends                         -             (153,000)
   Redemption of Series B preferred stock            -             (500,000)
   Net borrowings on revolving credit loan       754,000          1,713,000
   Proceeds from long-term debt                      -            8,981,000
   Repayments of long-term debt                 (318,000)        (6,899,000)
Net cash provided by financing activities        464,000          3,182,000

Net decrease in cash                            (398,000)          (678,000)
 
Cash and cash equivalents, 
   beginning of period                         1,751,000          1,173,000
 
Cash and cash equivalents, 
   end of period                            $  1,353,000       $    495,000

</TABLE>



        The accompanying notes are an integral part of these statements.



<PAGE>
                                SUCCESSORIES, INC.
                   Notes To Consolidated Financial Statements
                                  (Unaudited)


NOTE 1.  DESCRIPTION OF THE BUSINESS

Successories, Inc. (formerly Celex Group, Inc.) and its subsidiaries (the 
"Company") design, manufacture and market proprietary and licensed products 
for business, personal motivation and golf enthusiasts.  The Company considers 
itself a single line of business with products that are marketed primarily 
under the Successories, Winners Collection, British Links and the Golf Company 
from Golf Digest trade names through direct marketing (catalog, electronic 
commerce and telemarketing), retail (Company-owned stores) and wholesale 
distribution (including sales to franchisees) channels.  The Company operates 
a chain of Successories retail stores located primarily in the United States.  
The Company also operates a franchising program whereby it sells franchises to 
market the Company's products under the Successories trademark. 

NOTE 2.  BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared, 
without audit, in accordance with generally accepted accounting principles 
for interim financial information and in conjunction with the rules and 
regulations of the Securities and Exchange Commission.  Accordingly, they 
do not include all of the information and footnotes required by generally 
accepted accounting principles for complete financial statements.  In the 
opinion of management, all adjustments (consisting only of normal recurring 
matters) considered necessary for a fair presentation have been included.  
Certain prior year amounts have been reclassified to conform with the current 
year presentation.

The Company's fiscal year ends on the Saturday closest to January 31.  
References to the three and six months ended August 1, 1998 and August 2, 
1997 refer to the thirteen and twenty-six weeks ended on the dates indicated.

The results of operations for the six months ended August 1, 1998 are not 
necessarily indicative of the results to be expected for the full year.  
These financial statements should be read in conjunction with the Company's 
financial statements and notes thereto included in the Company's Annual 
Report on Form 10-K for the fiscal year ended January 31, 1998.

NOTE 3.  NEW ACCOUNTING PRONOUNCEMENT

Effective February 1, 1998, the Company adopted Statement of Financial 
Accounting Standards No. 130, "Reporting Comprehensive Income," which 
establishes standards for reporting comprehensive income and its components.  
Comprehensive income represents the change in equity during a period from 
transactions and other events from nonowner sources.  Comprehensive income 
consists of the following:

<TABLE>
<CAPTION>
                                                     Six Months Ended
                                               August 1,           August 2,
                                                 1998                1997
<S>                                         <C>                 <C>
Net loss                                    $(3,334,000)        $(2,276,000)
Foreign currency translation adjustment        	  5,000             (40,000)

 Comprehensive loss                         $(3,329,000)        $(2,316,000)
</TABLE>


The adoption of this statement does not impact the Company's financial 
position, results of operations or cash flows.


<PAGE>

NOTE 4.  INVENTORIES

Inventories are comprised of the following: 

<TABLE>
<CAPTION>
                                       August 1,       January 31,
                                         1998             1998
  <S>                                <C>              <C>
  Finished goods                     $ 8,814,000      $	6,690,000
  Raw materials                        2,784,000       	3,187,000
                                      11,598,000       	9,877,000
  Less reserve for obsolescence        	(128,000)        (128,000)

                                     $11,470,000      $ 9,749,000
</TABLE>


NOTE 5.  DEBT

Debt consists of the following: 
<TABLE>
<CAPTION>
                                         August 1,       January 31,
                                           1998             1998
<S>                                    <C>             <C>          
Bank borrowings:
 Term loan, net of debt discount of                                            
  $365,000 and $401,000                $ 6,635,000      $ 6,849,000
 Revolving credit loan                   5,201,000        4,447,000
 Fixed rate loan, net of debt discount of    
   $223,000 and $246,000                   277,000          254,000
 Subordinated note to former owners of
   British Links Golf Classics, Inc.       155,000          155,000
 Capital lease obligations                 232,000          301,000

                                       	12,500,000       12,006,000 
 Less current portion                  	(6,575,000)      (5,445,000)

 Long-term debt                        $ 5,925,000      $ 6,561,000


On June 20, 1997, the Company entered into a new credit facility with a bank.
The new facility is comprised of a $7.5 million term loan and a revolving 
credit loan that provides for maximum borrowings of $6 million from January 
through June and $9 million from July through December.  Borrowings under 
the revolving credit loan are limited to 85% of eligible receivables plus 
50% of eligible inventory, as defined, provided that from February through 
April borrowings against eligible inventory are limited to $3 million.  A 
commitment fee of .5% is payable on the daily unused amount of the maximum 
revolving credit commitment.  The facility expires in June 2003 and 
borrowings under the facility are secured by substantially all the assets 
of the Company.  The interest rates on the term loan and revolving credit 
loan borrowings fluctuate based on the margin ratio, as defined, to no 
higher than prime plus 1.25% and .75%, respectively.  The term loan is 
payable in quarterly installments of $125,000 through June 1, 1998, $312,500 
from September 1, 1998 through June 1, 2000, and $375,000 thereafter.  
Prepayments on the loans are required in certain cases including, among 
others, equity offerings and asset dispositions.  Further, the Company 
must annually prepay the loans in an amount equal to 60% of excess cash 
flow, as defined.  As of August 1, 1998, available borrowings on the 
revolving credit loan were $569,000.  Warrants for 150,000 shares of the 
Company's common stock were issued to the bank as part of this agreement.  
These warrants were issued at exercise prices ranging from $6.19 to $9.73.

<PAGE>
In July 1997, the agreement for the credit facility was amended to include 
an additional $500,000 fixed rate loan for the purpose of redeeming a 
portion of the Series B cumulative convertible preferred stock.  The loan 
bears interest at 12% and is due in June 2003.  Warrants for an additional 
72,464 shares were issued to the bank in connection with this amendment at 
an exercise price of $6.90.

The credit facility agreement contains, among other provisions, requirements 
for maintaining certain earnings levels and financial ratios, limits on 
capital expenditures and additional indebtedness, and restrictions on the 
payment of dividends.  On May 14, 1998, the agreement was amended to waive 
the earnings before interest, taxes, depreciation and amortization ("EBITDA")
and interest coverage ratio covenants for the year ended January 31, 1998, 
and adjust certain other covenants.  The amended agreement requires that 
(i) EBITDA, which is based on a rolling four quarter period, may not be less 
than $4 million for the four quarters ended May 2, 1998, and increases each 
subsequent quarter to $6.8 million for the four quarters ended February 3, 
2001 and each quarter thereafter and (ii) the interest coverage ratio, as 
defined, may not be less than 3.0 to 1.0 from May 2, 1998 through October 31, 
1998, 4.0 to 1.0 at January 30, 1999, 4.5 to 1.0 at May 1, 1999 and July 31, 
1999, and 5.0 to 1.0 thereafter.  Further, on September 1, 1998, the 
agreement was amended to waive the EBITDA covenant and two other related 
covenants for the second and third quarters of fiscal 1998 and the interest 
coverage ratio for the second quarter of fiscal 1998, provided that EBITDA 
for the third quarter of fiscal 1998 is not less than $1.6 million.  In 
conjunction with the 1998 amendments, the exercise prices of the 222,464 
warrants previously issued to the bank were reduced to $3.00 and their 
expiration dates were extended an additional two years.  

In connection with the acquisition of British Links Golf Classics, Inc., 
the Company originally issued subordinated promissory notes aggregating 
$400,000.  The final settlement of the acquisition reduced the amount due 
on the subordinated notes to $355,000.  The notes are payable in three 
installments:  $100,000 was paid on May 1, 1997 and September 20, 1997, and 
the remaining $155,000 is due on September 20, 1998.  Interest is payable at 
the prime rate.

The stock options and warrants issued in conjunction with the new credit 
facility and certain other financing transactions were assigned a fair value 
using the Black-Scholes option pricing model.  The fair value of the options 
and warrants have been reflected as a discount on the debt and are being 
amortized as interest expense over the terms of the related debt.  Interest 
expense related to these stock options and warrants amounted to $59,000 and 
$495,000 for the six months ended August 1, 1998 and August 2, 1997, 
respectively.

The weighted average interest rate on borrowings outstanding as of 
August 1, 1998 and January 31, 1998 was 9.4% and 9.6%, respectively.

NOTE 6.  SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures to the statements of cash flows are as follows:


</TABLE>
<TABLE>
<CAPTION>
                                                Six Months Ended
                                          August 1,         August 2,
                                            1998              1997
<S>                                       <C>               <C>
Cash paid during the period for:                                     
  Income taxes                            $ 19,000          $ 10,000
  Interest                                 595,000           474,000

</TABLE>



<PAGE>

NOTE 7.  EARNINGS (LOSS) PER SHARE

Effective January 31, 1998, the Company adopted Statement of Financial 
Accounting Standards No. 128, "Earnings Per Share."  The computations of 
basic and diluted loss per share are as follows:

<TABLE>
<CAPTION>
                         Three Months Ended         Six Months Ended	
                        August 1,   August 2,     August 1,     August 2,
                          1998        1997          1998          1997
<S>                  <C>          <C>           <C>           <C>       
Basic and diluted loss                                                   
 per share:                                                              
  Net loss           $(1,959,000) $(1,150,000)   $(3,334,000) $(2,276,000)
  Preferred stock                                                           
  dividends and accretion    -        (211,000)          -      (540,000)

  Loss available to common                                               
    stockholders     $(1,959,000) $(1,361,000)   $(3,334,000) $(2,816,000)

  Weighted-average                                                       
    shares             6,765,197    5,927,149      6,764,335    6,272,154

  Basic and diluted loss                                                 
    per share        $    ( .29)   $   ( .23)    $    ( .49)   $   ( .45)

</TABLE>

The diluted computations did not assume the exercise of stock options and 
warrants, nor the conversion of preferred stock due to their antidilutive 
effect on the loss per share.

NOTE 8.  SUBSEQUENT EVENT

On September 3, 1998, the Company announced that it will focus growth on 
its core motivational and self-improvement products and its two most 
profitable distribution channels:  direct marketing and franchised retail 
stores.  As a result, the Company plans to divest its golf catalog business 
and convert up to 33 of its Company-owned retail locations to franchised 
stores.

<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 Report.

Successories, Inc. is a direct mail catalog company, specialty retailer and 
wholesaler that designs, assembles and markets a diverse range of 
motivational and self-improvement products, many of which are the Company's 
own proprietary designs.   The Company's products include distinctive lines 
of wall decor, desktop art, books, audio tapes, personalized gifts and 
awards, greeting cards and mugs.  In addition, the Company sells other 
motivational products supplied by third parties.  In-house designers create 
proprietary art work and designs that can be used in conjunction with a wide 
variety of products.  The Company will also customize its products to fulfill 
customers' special needs.

The Company's products are marketed primarily under its Successories and 
Winners Collection trade names through direct marketing (catalog, electronic 
commerce and telemarketing), retail (Company-owned stores) and wholesale 
distribution (including sales to franchisees) channels.  In October 1996, 
the Company acquired the stock of British Links Golf Classics, Inc., a 
catalog company selling golf-related gifts, art, wall decor and other 
collectibles.  In November 1997, the Company executed a license agreement 
with The New York Times Company Magazine Group, Inc. to use the names Golf 
Digest and The Golf Company from Golf Digest in connection with development 
of retail locations and a direct mail catalog featuring golf-related wall 
decor, gifts and other collectibles.  

Although the Company utilizes multiple distribution channels for its 
products, the Company's products have similar purposes and uses in each 
channel of distribution and similar opportunities for growth.  The 
profitability varies among products and distribution channels.  The Company 
utilizes its facilities interchangeably for each distribution channel.  
Furthermore, the marketing channels are directed at a single customer base 
located primarily in the United States.

For the three and six months ended August 1, 1998 and August 2, 1997, direct 
marketing, retail and wholesale distribution accounted for the following 
percentages of the Company's net product sales:








<TABLE>
<CAPTION>

                            Three Months Ended            Six Months Ended
                          August 1,     August 2,      August 1,     August 2,
                            1998          1997           1998          1997

<S>                          <C>           <C>            <C>           <C>
Direct marketing             58%           44%            59%           50%
Retail                       30%           30%            29%           30%
Wholesale distribution*      12%           26%            12%           20%

*Includes sales to franchisees

</TABLE>


The gross profit margins for retail sales attributable to Company-owned 
stores are slightly lower than for direct marketing due to more 
non-proprietary products being sold in the retail stores.  The gross 
profit margin for wholesale distribution sales, including sales to 
franchisees, is lower than the other channels since these sales are 
generally made at a significant discount from retail price.

On September 3, 1998, the Company announced that it will focus growth on its 
core motivational and self-improvement products and its two most profitable 
distribution channels:  direct marketing and franchised retail stores.  As a 
result, the Company plans to divest its golf catalog business and convert up 
to 33 of its Company-owned retail locations to franchised stores.

<PAGE>

RESULTS OF OPERATION

Three Months Ended August 1, 1998, Compared To Three Months Ended August 2, 1997

Net product sales totaled $11,506,000 for the quarter ended August 1, 1998, 
compared to $13,061,000 for the corresponding quarter in 1997.  The 
$1,555,000 decrease was comprised of a direct marketing sales increase of 
$988,000, or 17.4%, while retail sales decreased $441,000, or 11.2% and 
wholesale distribution sales decreased $2,102,000, or 60.1%.

The 17.4% increase in direct marketing sales was primarily attributable to 
improved response rates from the customer database and an increase in 
circulation through prospective catalog mailings.  Retail sales decreased 
11.2% due to the planned closings of 9 underperforming locations since last 
year.  At August 1, 1998, the Company owned and operated 39 retail locations, 
compared to 45 at August 2, 1997.  Same-store sales increased by .7% as 
compared to the same quarter in 1997.  Wholesale distributions sales 
decreased 60.1% primarily due to the loss of business from three major 
accounts.

Cost of goods sold, as a percentage of net product sales, was 45.0% for the 
quarter ended August 1, 1998, compared to 48.6% for the corresponding quarter 
in 1997.  Cost of goods sold decreased 3.6% primarily due to changes in the 
channels sales mix and the impact of a moving sale in 1997 to clear out 
certain older products at reduced prices prior to the Company's move to its 
new facility in Aurora.  

Operating expenses were $8,395,000 for the quarter ended August 1, 1998, 
compared to $7,395,000 for the same quarter in 1997.  Advertising expense,
including new catalogs for the European and golf markets, accounted for 
$512,000 of the increase.  Expenses related to post-installation improvements
in the Company's new information systems of approximately $200,000, costs 
related to the expansion of the merchandising product development department 
of $137,000 and additional start-up expenses for the European and golf 
markets of $81,000 also contributed to the increase in 1998.          
    
Interest expense was $330,000 the quarter ended August 1, 1998, which 
represents a $320,000 decrease from the corresponding quarter in 1997.  
Included in interest was the amortization of the debt discount associated 
with the value of stock options and warrants issued to certain lenders.  
This non-cash interest amounted to $28,000 and $308,000 for the quarters 
ended August 1, 1998 and August 2, 1997, respectively.    

The net loss of $1,959,000 for the quarter ended August 1, 1998 was greater 
than the net loss of $1,150,000 for the quarter ended August 2, 1997 
primarily due to lower wholesale distribution sales and additional operating 
expenses in 1998.  Preferred stock dividends and accretion reduced the 1997 
loss available to common stockholders by $211,000 to $1,361,000.  During 
the second quarter of 1997, the Series B convertible preferred stock was 
partially redeemed and the balance was converted into shares of the 
Company's common stock.

Six Months Ended August 1, 1998, Compared To Six Months Ended August 2, 1997

Net product sales totaled $23,767,000 for the six months ended August 1, 
1998, compared to $24,889,000 for the corresponding six-month period in 1997.
The $1,122,000 decrease was comprised of a direct marketing sales increase 
of $1,767,000, or 14.3%, while retail sales decreased $762,000, or 10.1%, 
and wholesale distribution sales decreased $2,127,000, or 42.5%.

The 14.3% increase in direct marketing sales was attributable to improved 
response rates and marketing strategies associated with the Company's core 
customer lists.  In 1998 the Company began to increase its direct 
marketing customer base through prospective catalog mailings which also 
contributed to the sales increase.  Retail sales decreased 10.1% due to the 
planned closings of 9 underperforming locations.  Same-store sales increased 
by 1.7% as compared to the same period in 1997.  Wholesale distribution sales 
decreased 42.5% due to the loss of business from three major accounts.

Cost of goods sold, as a percentage of net product sales, was 43.6% for the 
six months ended August 1, 1998, compared to 45.6% for the corresponding 
period in 1997.  Cost of goods sold decreased 2.0% primarily due to changes in
the channels sales mix and the impact of a moving sale in 1997 to clear out 
certain older products at reduced prices prior to the Company's move to its 
new facility in Aurora. 

<PAGE>

Operating expenses were $16,805,000 for the six months ended August 1, 1998, 
compared to $15,284,000 for the same period in 1997.  Advertising accounted 
for $295,000 of the increase, including direct marketing catalogs for the 
European and golf markets of $253,000.  Additional factors affecting the
increase include other start-up expenses for the European and golf markets, 
and expenses related to post-installation improvements in the Company's new
information systems and expansion of the merchandising and product development
departments. 
   
Interest expense was $671,000 the six months ended August 1, 1998, compared 
to $993,000 for the corresponding period in 1997.  Included in interest was 
the amortization of the debt discount associated with the value of stock 
options and warrants issued to certain lenders.  This non-cash interest 
amounted to $59,000 and $495,000 for the six-month periods ended August 1, 
1998 and August 2, 1997, respectively.    

The net loss of $3,334,000 for the six months ended August 1, 1998 was 
greater than the net loss of $2,276,000 for the six months ended August 2, 
1997 primarily due to lower wholesale distribution sales and additional 
operating expenses in 1998.  Preferred stock dividends and accretion reduced 
the 1997 loss available to common stockholders by $540,000 to $2,816,000, 
respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company's ongoing cash requirements are for working capital, capital 
expenditures and debt service.  The Company expects to rely on cash generated 
from its operations, supplemented by borrowings available on the revolving 
credit loan, to fund its cash requirements. 

Operating activities provided cash of $381,000 for the six months ended 
August 1, 1998 and used cash of $2,143,000 for the corresponding six-month 
period in fiscal 1997.  The improvement in the cash flows from operating 
activities for 1998 was primarily attributable to a $2,967,000 decrease in 
accounts and notes receivable and a $541,000 increase in accounts payable, 
which together provided cash of $3,508,000.  During the first six months of 
1997, accounts and notes receivable and accounts payable collectively used 
cash of $883,000.  Inventories increased and used cash of $1,721,000 and 
$201,000 in 1998 and 1997, respectively.  

The decrease in accounts and notes receivable in 1998 primarily reflects 
the return of approximately $926,000 of excess merchandise from a wholesale 
customer in accordance with their agreement, combined with improved 
collections in accounts receivable after a delay in billings in the fourth 
quarter of fiscal 1997 due to a system conversion.  This return of 
merchandise also caused in part the increase in inventories in 1998.  Other 
causes for the increase in inventories include planned increases in inventory 
levels to support the development and expansion of The Golf Company from Golf 
Digest catalog and the pre-build of wall and desk decor products to meet the 
third and fourth quarter sales demand.

Investing activities utilized cash of $1,243,000 for the six months ended 
August 1, 1998, compared to $1,717,000 for the same period in 1997.  Capital 
expenditures were the principal use of cash.  The Company installed new 
point-of-sale computer systems in all of its retail locations in fiscal 1998. 
The new systems cost approximately $500,000.  Additionally, the Company 
expects to open two Company-owned retail stores in 1998.  The Company's 
credit facility limits capital expenditures to $2 million for fiscal 1998 
and $1 million for each fiscal year thereafter.  

Financing activities provided cash of $464,000 for the six months ended 
August 1, 1998, compared to $3,182,000 for the corresponding period in 1997. 
On June 20, 1997 the Company entered into a new credit facility with a bank.  
Borrowings on the new facility were the principal financing source of cash 
in 1998 and 1997.  A portion of the funds from the new credit facility were 
used to payoff existing debt and redeem a portion of the Series B convertible 
preferred stock in 1997.  Repayments of long-term debt totaled $318,000 and 
$6,899,000 for the first six months of fiscal 1998 and 1997, respectively.  

The credit facility agreement contains, among other provisions, requirements 
for maintaining certain earnings levels and financial ratios, limits on 
capital expenditures and additional indebtedness, and restrictions on the 
payment of dividends.  On May 14, 1998, the agreement was amended to waive 
the earnings before interest, taxes, depreciation and amortization ("EBITDA") 
and interest coverage ratio covenants for the year ended January 31, 1998, 
and adjust certain other covenants.  The amended agreement requires that 
(i) EBITDA, which is based on a rolling four quarter period, may not be less 
than $4 million for the four quarters ended May 2, 1998, and increases each 
subsequent quarter to $6.8 million for the four quarters ended February 3, 
2001 and each quarter thereafter and (ii) the interest coverage ratio, as 
defined, may not be less than 3.0 to 1.0 from May 2, 1998 through October 31, 
1998, 4.0 to 1.0 at January 30, 1999, 4.5 to 1.0 at May 1, 1999 and July 31, 
1999, and 5.0 to 1.0 thereafter.  Further, on September 1, 1998, the agreement
was amended to waive the EBITDA covenant and two other related covenants for 
the second and third quarters of fiscal 1998 and the interest coverage ratio
for the second quarter of fiscal 1998, provided that EBITDA for the third
quarter of fiscal 1998 is not less than $1.6 million.  In conjunction with 
the 1998 amendments, the exercise prices of the 222,464 warrants previously 
issued to the bank were reduced to $3.00 and their expiration dates were 
extended an additional two years.  

At August 1, 1998 available borrowings on the revolving credit loan were 
$569,000.  The Company believes that internally generated funds and the 
credit facility will be sufficient to meet its current operating needs and 
fund debt service and anticipated capital expenditures for the next year. 

SEASONALITY

The Company generally experiences peak sales in the fourth quarter of its 
fiscal year (November through January) due to the holiday season, and its 
lowest sales levels in its first and second fiscal quarters (February 
through July).  The effects of seasonality are greater in the Company's 
retail operations than in its direct marketing operations.  Most operating 
expenses are incurred evenly throughout the year, although some selling and 
administrative expenses are variable with sales.  The Company's quarterly 
operating results may also vary depending upon such factors as the opening 
of new stores, new catalog mailings and the timing of new product 
introductions by the Company.  The Company's cash requirements generally 
reach a seasonal peak in October to finance increased inventory levels 
needed to meet third and fourth quarter sales demand.

INFLATION

The Company does not believe that inflation has had a material impact on 
its operations.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of 
Section 27A of the Securities Act and Section 21E of the Exchange Act.  
Such forward-looking statements may be deemed to include, among other things, 
statements relating to anticipated financial performance, the management 
team, management's long-term performance goals, plans to divest the Company's 
golf catalog business and convert retail locations to franchised stores, 
programs to reduce the Company's costs and enhance asset utilization, 
efficiencies realized from new systems, the Company's generation of funds 
sufficient to meet its current operating needs and to fund anticipated 
capital expenditures, as well as statements relating to the Company's 
operational and growth strategies.  Although the Company believes that 
the expectations reflected in such forward-looking statements are 
reasonable, it can give no assurance that such expectations will prove to be 
accurate, and actual results could differ materially from those addressed in 
forward-looking statements contained in this Form 10-Q.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


<PAGE>

                      PART II.  OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

There are no material pending legal proceedings against the Company.  The 
Company is, however, involved in routine litigation arising in the ordinary 
course of its business and, while the results of the proceedings cannot be 
predicted with certainty, the Company believes that the final outcome of 
such matters will not have a materially adverse effect on the Company's 
consolidated financial position or results of operations.


ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

(a)  See Index to Exhibits immediately following the Signatures page.

(b)  No reports on Form 8-K have been filed during the three months ended 
     August 1, 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.


                                    SUCCESSORIES, INC.
                                    (Registrant)

Date: September 10, 1998       By:  /s/ Arnold M. Anderson

                                    Arnold M. Anderson
                                    President and Chief Executive Officer 
                                    (Principal Executive Officer)



Date: September 10, 1998        By:  /s/ Steven D. Kuptsis

                                     Steven D. Kuptsis
                                     Senior Vice President, Administration and 
                                     Chief Financial Officer
                                     (Principal Financial Officer)



                                  INDEX TO EXHIBITS

Exhibit No.	  Description

3.1           Articles of Incorporation of Registrant (1)

3.2           Articles of Amendment to the Company's Articles of 
              Incorporation changing the Company's name to
              Successories, Inc. (2)

3.3           Certificate of Designation creating the Company's Series A 
              Cumulative Convertible Preferred Stock (2)

3.4           Certificate of Designation creating the Company's Series B 
              Cumulative Convertible Preferred Stock (2)

3.5           By-laws of Registrant (1)

4.1           Specimen Common Stock Certificate (1)

4.2           Specimen Series A Cumulative Convertible Preferred Stock 
              Certificate (2)

4.3           Specimen Series B Cumulative Convertible Preferred Stock 
              Certificate (2)

10.1          Form of Franchising Agreement (3)

10.4          Credit Agreement and Guaranty between the Company and 
              NBD Bank (5)

10.5          First Forbearance Agreement between the Company and  
              NBD Bank (6)

10.6          Amended and Restated Credit Agreement between the Company 
              and NBD Bank dated as of July 31, 1995 (7)

10.7          Lease Agreements between LaSalle National Trust Bank as 
              Trustee under Trust No. 107739 and Celebrating Excellence (4)

10.8          Stock Option Instrument for Arnold M. Anderson dated 
              November 19, 1991 (1)

10.9          Celex Group, Inc. Stock Option Plan (1)

10.10         Joint Venture Agreement with Morrison DFW, Inc. and related 
              documents (4)

10.11         Indemnification Agreement dated May 26, 1995 between the 
              Company and Arnold M. Anderson (7)

              Indemnification Agreements in the form filed were also entered 
              into by the Messrs. James M. Beltrame, Seamas T.Coyle, 
              Timothy C. Dillon, C. Joseph LaBonte, Steven B. Larrick, 
              Michael H. McKee, Mervyn C. Phillips, Jr., Michael Singletary, 
              Guy E. Snyder and Peter C. Walts

10.12         First Amendment to the Credit Agreement between the Company and 
              NBD Bank dated as of September 25, 1995 (8)

10.13         Second Amendment to the Credit Agreement between the Company 
              and NBD Bank dated as of February 7, 1996 (9)

10.14         Form of Subordinated Note, Common Stock Purchase Warrant and 
              Subordination Agreement relating to issuance of $1,500,000 
              Subordinated Notes and Warrants to purchase 120,000 shares of 
              the Company's Common Stock (9)

10.15         Common Stock Option Agreement granted to Arnold M. Anderson and 
              Incentive Stock Option Agreement granted to Arnold M. Anderson (9)

10.16         Common Stock Option Agreement granted to James M. Beltrame and 
              Incentive Stock Option Agreement granted to James M. Beltrame (9)

10.17         Third Amendment to the Credit Agreement between the Company 
              and NBD Bank dated as of May 2, 1996 (9)

10.18         Employment Agreement with Arnold M. Anderson dated March 1, 
              1996 (10)

10.19         Employment Agreement with James M. Beltrame dated June 1, 1996 
              (10)

10.20         Employment Agreement with Michael H. McKee dated June 1, 1996 
              (10)

10.21         Common Stock Option Agreement granted to James M. Beltrame 
              dated June 17, 1996 (10)

10.22         Agreement and Plan of Merger among Successories, Inc., British 
              Links Acquisition Corp., British Links Golf Classics, Inc., 
              David J. Houston and Michael McArthur dated October 1, 1996 (11)

10.23         Regulations S Securities Subscription Agreement between 
              Successories, Inc. and Seacrest Capital Limited and Farring 
              Capital Limited dated September 16, 1996 (2)

10.24         Registration Rights Agreement dated as of December 17, 1996, 
              by and among Successories, Inc., Infinity Investors Limited 
              and Seacrest Capital Limited (2)

10.25         Form of Subordinated Note Extensions, Stock Options and 
              Subordination Agreement relating to the extension of $1,250,000 
              of Subordinated Notes, and options to purchase 125,000 shares 
              of the Company's Common Stock (2)

10.26         Fourth Amendment to the Credit Agreement between the Company 
              and American National Bank & Trust Company of Chicago dated as 
              of December 16, 1996 (12)

10.27         Fifth Amendment to the Credit Agreement between the Company 
              and American National Bank & Trust Company of Chicago dated as 
              of December 17, 1996 (12)

10.28         Sixth Amendment to the Credit Agreement between the Company 
              and American National Bank & Trust Company of Chicago dated as 
              of January 30, 1997 (12)

10.29         Credit Agreement between the Company and The Provident Bank 
              dated as of June 20, 1997  (13)
		
10.30         First Amendment to Credit Agreement between the Company and 
              The Provident Bank dated as of July 16, 1997 (13)

10.31         Lease Agreement between LaSalle National Trust, N.A. as 
              Trustee under Trust No. 120358 and Celex, Group, Inc. (14)

10.32         Second Amendment to Credit Agreement between the Company and 
              the Provident Bank dated as of May 14, 1998 (14)

21.1          Subsidiaries (4)

27.1          Financial Data Schedule (filed herewith)

_____________________________

(1)    Previously filed with Registration Statement on Form SB-2, 
       No. 33-76530C filed on August 17, 1993, and incorporated herein 
       by reference.

(2)    Previously filed with Registration Statement of Form S-3, 
       No. 333-19313, and incorporated herein by reference.

(3)    Previously filed with Post-effective Amendment Number 1 to the 
       Registration Statement of Form SB-2, No. 33-67530C filed on 
       January 19, 1994, and incorporated herein by reference.

(4)    Previously filed with the Annual Report on Form 10-K for the year 
       ended April 30, 1994 and incorporated herein by reference.

(5)    Previously filed with the Company's Form 10-Q/A-1 for the quarter 
       ended July 31, 1995 and incorporated herein by reference.

(6)    Previously filed with the Company's Form 8-K on June 7, 1995, 
       reporting Date of Event May 26, 1995, and incorporated herein 
       by reference.

(7)    Previously filed with the Annual Report on Form 10-K for the year 
       ended April 30, 1995, and incorporated herein by reference.

(8)    Previously filed with the Company's Form 10-Q for the quarter 
       ended October 28, 1995, and incorporated herein by reference.

(9)    Previously filed with the Company's Annual Report on Form 10-K for 
       the year ended February 3, 1996, and incorporated herein by reference.

(10)   Previously filed with the Company's Form 10-Q for the quarter ended 
       August 3, 1996 and incorporated herein by reference.

(11)   Previously filed with the Company's Form 10-Q for the quarter ended 
       November 2, 1996 and incorporated herein by reference.

(12)   Previously filed with the Company's Annual Report on Form 10-K for 
       the year ended February 1, 1997, and incorporated herein by reference.

(13)   Previously filed with the Company's Form 10-Q for the quarter ended 
       August 2, 1997, and incorporated herein by reference.

(14)   Previously filed with the Company's Form 10-Q for the quarter ended 
       May 2, 1998, and incorporated herein by reference.