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 November 1, 1997

                                      OR

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

                     Commission File Number       0-22834


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


                Illinois                                  36-3760233
                             
       (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)
              

   Registrant's telephone number, including area code (630) 820-7200


                919 SPRINGER DRIVE,  LOMBARD, ILLINOIS 60148
  (Former name, former address and former fiscal year, if changed since last
                                    report)

     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 issuer's classes
     of common stock as of the latest practicable date:



             CLASS                        OUTSTANDING AS OF NOVEMBER 1, 1997

       Common stock, $0.01 par value                     6,759,147





                              INDEX TO FORM 10-Q


PART I.     FINANCIAL INFORMATION                                PAGE NUMBER

            Item 1. Financial Statements

                  Consolidated Balance Sheets                       3

                  Consolidated Income Statements                    4

                  Consolidated Statement of Changes in
                  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     12


PART II.    OTHER INFORMATION

            Item 1. Legal Proceedings                               15

            Item 6. Exhibits                                        15

            Signatures                                              16

            Index to Exhibits                                       17

                























                       PART  I.    FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              SUCCESSORIES, INC.
                          CONSOLIDATED BALANCE SHEETS

                              (Unaudited)    (ALL DOLLAR AMOUNTS IN THOUSANDS)
                                              November 1,         February 1,
ASSETS                                          1997                 1997
Current assets:
Cash and cash equivalents                     $     724            $     0
Accounts and notes receivable, net
of reserve of $326,000 and $196,000 for
doubtful accounts and returns                     6,900              4,467
Inventories, net                                 10,322              8,970
Prepaid catalog expenses                          1,116              2,006
Other prepaid expenses                            1,666              1,180
Total current assets                             20,728             16,623
Property & equipment, net of accumulated 
  depreciation and amortization of 
  $8,379,000 and $7,240,000                       9,478              8,000
Notes receivable, net                               293                301
Deposits                                            376                378
Deferred financing costs                            467                  0
Deferred income taxes                             5,375              5,375
Intangibles & other assets, net of 
  accumulated amortization of 
  $1,299,000 and $1,065,000                       2,797              2,313
TOTAL ASSETS                                  $  39,514         $   32,990

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt          $   6,798         $    2,215
   Accounts payable                               2,607              2,318
   Reserve for stores to be closed                  261                420
   Reserve for relocation-related expenses          105                497
   Other accrued expenses                         2,515              1,057
Total current liabilities                        12,286              6,507
Long-term debt                                    7,281              4,094
Total liabilities                                19,567             10,601

Minority interest in consolidated subsidiaries      346                 509

Mandatorily redeemable Series B Preferred stock -
    $100 par value, 1212 shares authorized and
    outstanding at February 1, 1997                   0              5,673
Stockholders' equity:
    Common stock $.01 par - 20,000,000 shares 
     authorized; 6,759,000 and 5,703,000 shares 
     issued and outstanding, respectively            67                 57
    Common stock warrants                           370                370
    Additional paid-in capital                   25,905             20,161
    Accumulated deficit                          (6,639)            (4,345)
    Foreign currency translation adjustment        (102)               (36)
Total stockholders' equity                       19,601             16,207
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY      $  39,514          $  32,990



          The accompanying notes to consolidated financial statements
                 are an integral part of these balance sheets.


                              SUCCESSORIES, INC.
                        CONSOLIDATED INCOME STATEMENTS
                                  (Unaudited)



                                             (all dollar amounts in thousands)


                          For the three               For the nine 
                          months ended                months ended
                          November 1,  November 2,    November 1,  November 2,
                            1997         1996           1997         1996

Net product sales          $13,706      $14,224        $38,595      $37,359
Cost of goods sold           6,034        6,402         17,384       15,966
Gross profit on product      7,672        7,822         21,211       21,393
Fees, royalties & 
  other income                 394          346          1,004          767
Gross margin                 8,066        8,168         22,215       22,160
Operating expenses           7,192        7,706         22,476       23,632
Income (loss) from 
  operations                   874          462           (261)      (1,472)
Other income (expense):
 Minority interest in          (34)         (37)          (112)         (71)
  subsidiaries
   Interest income               2            2              5           14
   Interest expense           (338)        (399)        (1,331)      (1,236)
   Other income (expense)       18           (3)           (55)          22
Total other expense           (352)        (437)        (1,493)      (1,271)
Income (loss) before 
  income taxes                 522           25         (1,754)      (2,743)

Income tax expense (benefit)     0            0              0       (1,120)

Net income (loss)             $522          $25        ($1,754)     ($1,623)

Income (loss) per common and
  common equivalent share     $0.07         $0.005      ($0.36)      ($0.31)









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



                              SUCCESSORIES, INC.
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (Unaudited)


                                         (all dollar amounts in thousands)
                                                    Foreign              Total
                              Additional            Currency             Stock-
               Common Stock    Paid-in  Retained   Translation         holders'
              Shares   Amount  Capital  (Deficit)  Adjustment  Warrants  Equity

Balance at 
 February 1, 
 1997        5,703,000  $57    $20,161   ($4,345)     ($36)      $370  $16,207

Net loss 
 for period                               (1,754)                       (1,754)

Foreign currency 
 translation                                                             
  adjustment                                           (66)                (66)

Preferred stock
 transactions:  
  Conversion of 
   Series B        
   shares    1,012,000    9      5,551                                   5,560 
  Preferred stock 
   dividends                                (153)                         (153)
  Accretion of 
   Preferred
   stock
   discount                                 (387)                         (387)

Common stock 
 transactions:
  Sales of 
   common 
   shares       44,000    1         193                                    194

Balance at 
 November 1, 
  1997       6,759,000  $67     $25,905   ($6,639)     ($102)    $370   $19,601



















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





                              SUCCESSORIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                             (all dollar amounts in thousands)

                                                 For the nine months ended
                                                November 1,        November 2,
                                                   1997              1996
Cash flows from operating activities:
Net loss                                        ($1,754)          ($1,623)
Adjustments to reconcile net loss to
 net cash used in operating activities:
   Depreciation and amortization expense          1,589             1,596
   Deferred income taxes                              0            (1,132)
                                                   (165)           (1,159)

Changes in operating assets and liabilities:
   Accounts and notes receivable                 (2,433)           (1,510)
   Inventories                                   (1,352)             (883)
   Prepaid catalog expenses                         890             1,163
   Other prepaid expenses                          (486)             (253)
   Deferred financing fees                         (467)                0
   Accounts payable                                 289              (767)
   Accrued expenses                                 907               (35)
   Change in minority interest                     (163)             (128)
   Other                                           (508)               10
Net cash used in operating activities          $ (3,488)          $(3,562)

Cash Flows From Investing Activities:
   Net cash paid in acquisitions                      0              (200)
   Purchase of property and equipment            (2,617)             (660)
Net cash used in investing activities            (2,617)             (860)

Cash Flows From Financing Activities:
   Proceeds from issuing common stock, net          194               160
   Dividends paid                                   (86)                0
   Proceeds from issuing preferred stock, net         0             1,532
   Redemption of preferred stock                   (500)                0
    Proceeds from debt borrowings                19,102             2,500
    Repayment of debt                           (11,815)             (450)
Net cash provided by financing activities         6,895             3,742

Effect of exchange rate changes on cash             (66)                0

NET INCREASE (DECREASE) IN CASH                     724              (680)

Cash at beginning of period                           0             1,230

Cash at end of period                          $    724          $    550

          The accompanying notes to consolidated financial statements
                 are an integral part of these balance sheets.











                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION OF UNAUDITED FINANCIAL STATEMENTS:

The consolidated financial statements contained herein have been prepared by
management and are unaudited.  The financial statements should be read in
conjunction with the financial statements and the notes thereto included in the
Annual Report on Form 10-K of Successories, Inc.  ("Successories" or the
"Company") for the period ended February 1, 1997.

In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments necessary to present fairly the results of
the interim periods presented and all such adjustments are of a normal 
recurring nature.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of all subsidiaries.  All significant intercompany accounts and 
transactions have been eliminated in consolidation.  The results of franchise
operations have not been reflected in the Company's financial statements.

EARNINGS (LOSS) PER COMMON SHARE  -  Earnings (loss) per common and common
equivalent shares are computed by dividing net income (loss) less preferred
stock dividends by the weighted average number of common shares outstanding
during each period presented, including common share equivalents arising from
the assumed exercise of stock options and warrants.  Common share equivalents
have been excluded from the calculation of earnings per share for the nine
months ended November 1, 1997 and November 2, 1996, as the effect of inclusion
is anti-dilutive.

PREPAID CATALOG EXPENSES/ADVERTISING  -  The Company expenses the production
costs of advertising as it occurs, except for direct-response advertising,
which is capitalized and amortized over its expected period of future benefit.
Direct-response advertising consists primarily of mail order catalogs for the
Company's products. The capitalized costs of the advertising are amortized
over the twelve-month period following the date the catalog was mailed based
upon historical patterns of catalog response.  The advertising expense for the
nine months ended November 1, 1997 and November 2, 1996 was $ 7,083,000 and 
$8,536,000 , respectively.

STOCK  OPTIONS  AND  WARRANTS  -  In October 1995, the Financial Accounting
Standards Board issued SFAS No. 123, "Accounting for Stock-Based Compensation."
This pronouncement establishes financial accounting and reporting standards for
stock-based employee compensation plans.  This Standard requires the Company to
determine the fair value of its stock options at the date of grant and either
record the fair value as compensation expense in the financial statements or
disclose the pro-forma impact of such compensation on net income and earnings
per share in the notes to the financial statements.  The Company adopted the
disclosure method of presentation and such disclosures were made in the year
end financial statements for the fiscal year ending February 1, 1997.

ACCOUNTS PAYABLE

Checks outstanding of approximately $67,000 at February 1, 1997 are included in
Accounts Payable.

RESERVE FOR STORES TO BE CLOSED

Represents a reserve account established for certain costs to be incurred in
connection with plans to close five under-performing stores during the fiscal
year ended January 31, 1998.

RESERVE FOR RELOCATION-RELATED EXPENSES

Represents a reserve account established for certain costs associated with
relocating and consolidating the Company's office, manufacturing and warehouse
facilities into a new facility in Aurora, Illinois.

OTHER PREPAID EXPENSES

Prepaid licensing cost is being capitalized and amortized over a three-year
period.  Historically, this cost has been amortized over a two-year period.
The change in the amortization period was made to better approximate the
product life cycle.

RECLASSIFICATION

Certain prior period items have been reclassified to conform with the current
period presentation.


NOTE 3 - INVENTORIES:

                                                   (in thousands)
                                        November 1, 1997     February 1, 1997

     Finished goods                         $ 3,308              $ 4,057

     Raw materials                            7,397                5,081
                                             10,705                9,138
     Less - Inventory reserves                 (383)                (168)
     Total                                  $10,322              $ 8,970




NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:


                                                   (in thousands)
                                         November 1, 1997     February 1, 1997

     Furniture and equipment                  $10,318             $  8,052
     Leasehold improvements                     7,521                7,096
     Vehicles                                      18                   92
                                              $17,857              $15,240

     Less - Accumulated depreciation
            and amortization                  ( 8,379)              (7,240)   
     Total                                     $9,478              $ 8,000




NOTE 5 - DEBT:

At November 1, 1997 and February 1, 1997, the Company's notes payable were as
follows:


                                                   (in thousands)
                                      November 1, 1997       February 1, 1997

    Line of credit facility:
      Term loan                            $ 7,375                $ 4,495
      Revolving credit loan                  5,928

    Subordinated notes:
      Term loan                                500                      0
      British Links                            155                    400
      Other                                      0                  1,250

    Capital lease obligations                  121                    146

   Other                                                               18
    Subtotal                                14,079                  6,309
    
    Less - Current portion                  (6,798)                (2,215)
    Total Long-term debt                   $ 7,281                $ 4,094



On November 10, 1995, the Company borrowed $1,500,000 from certain investors
(including senior executives and members of the Board of Directors). The
related subordinated notes were originally due on November 1, 1996, and bore
interest at 10%.  Concurrent with these borrowings, warrants for the purchase
of 120,000 shares of the Company's common stock were issued to the investors.
The warrants were valued at $370,000, which amount was recorded as a credit to
stockholders' equity with a contra-reduction of the subordinated notes.  The
notes as so discounted were being accreted to the $1,500,000  principal balance
over the term of the notes by charges to income. The Company extended  the
maturity date for $1,250,000 of the original amount financed to November 11,
1997.  The interest rate for the extended financing was at 10%.  In addition,
the Company granted 125,000 options on a pro rata basis to each lender
participating in the extended financing.  The  extended loan of $1,250,000 (due
on November 11, 1997) was paid off in conjunction  with  the  new loan with The
Provident Bank.

On October 1, 1996, as part of the British Links acquisition, the Company
executed promissory notes aggregating $400,000.  The final settlement on the
acquisition totaled $355,000.  $100,000 was paid on May 1, 1997 and $100,000
was paid on October 1, 1997, and $155,000 is due October 1, 1998.  Interest is
at 8.25%.

On June 20, 1997 the Company entered into a new credit facility with The
Provident Bank of Cincinnati.  The facility is comprised of three separate
traunches; a $7.5 million, six-year term loan; a $6 million credit line; and a
$3 million seasonal revolving credit line that operates from July through
December.  All three loans expire in June, 2003.  The loans are collateralized
by 100% of the inventory and accounts receivable of the Company.  The interest
rates on the term loan and the revolving credit lines are prime plus 1.25% and
prime  plus  .75%, respectively.  The payment terms for the six-year term loan
are as follows:  $500,000 due in year one, $1,250,000 per year for the
succeeding two years, and $1,500,000 per year for the last three years.  The
Company issued 150,000 warrants to the bank as part of this agreement.

In July, 1997, the Company amended the credit agreement with The Provident Bank
of Cincinnati to include an additional subordinated note in the amount of
$500,000.  The terms are the same as provided in the new credit facility
agreement dated June 20, 1997.  The principal on the note is due June 2003 and
bears interest at 12%.  The Company issued 72,464 warrants to the bank as part
of this agreement.


NOTE 6 - PREFERRED STOCK:

On September 16, 1996, the Company issued 400 shares of Series A Cumulative
Convertible Preferred Stock with a liquidation preference of $5,000 per share
and a par value of $100 per share in an off-shore transaction to a non-U.S.
person pursuant to Regulation S under the United States Securities Act of 1933,
as amended.  Regulation S is a safe  harbor  exemption  from registration under
the Securities Act for sales of securities that occur outside the U.S.  The 400
shares of Series A Cumulative Convertible Preferred Stock were converted into
$2,000,000 of Common Stock during the year ended February 1, 1997.

On December 17, 1996, the Company issued 1,212 shares of Series B  $100  par
Cumulative Convertible Preferred Stock in a transaction exempt from 
registration pursuant to Regulation D under the Securities Act.  Each share has
a liquidation preference of $5,000 and a par value of $100 per share.  In the
current  year, 1,212 shares of the Series B Cumulative Convertible Preferred
stock were converted into $5,560,000 of Common Stock, and $500,000 of the
Common Stock was redeemed by the Company.  The accretion discount relating to
Series B Preferred Stock for the nine months ended November 1, 1997 was
$541,000.


NOTE 7 - LEASE AND LEASE COMMITMENTS:

The Company occupies approximately 25,000 square feet of office space and
approximately 100,000 square feet of manufacturing and warehouse space under
the terms of a 12-year lease agreement commencing June 1, 1997 through May 31,
2009.  The Company pays all operating expenses  and real estate taxes, building
maintenance and repair, and fire and insurance premium costs in excess of 
stipulated amounts.

In addition, the Company leases its retail store locations under operating
leases having terms which are either month-to-month or which are non-cancelable
and expire at varying times through fiscal year 2005.  The Company is
responsible for its proportionate share of real estate taxes,  maintenance and
insurance for the leased facilities.  In addition, certain leases  require rent
payments equal to a percentage of sales in excess of predetermined levels.


NOTE 8 - STOCK OPTION PLAN:

The Company has a stock option plan, the Celex Group, Inc. Stock Option Plan
("the Option Plan"), and an employee stock purchase plan.  The Company accounts
for these plans under APB Opinion No. 25, under which no compensation cost has
been recognized in the financial statements.

On July 22, 1997 the shareholders approved amendments to the Stock Option Plan
as follows:  (1) increase the number of shares of Common Stock that may be
issued thereunder from 1,450,000 to 1,700,000;  (2) provide for a one-time
grant of non-qualified options to purchase 10,000 shares of Common Stock to
each non-employee director serving on the Board continuously from January 1,
1996 through July 22, 1997;  and (3) to amend the stock option agreements with
respect to options granted to two non-employee directors under the Option Plan
on December 14, 1994 to reduce the exercise price from $14.66 to $5.75 per
share.


NOTE 9 - EARNINGS (LOSS) PER SHARE:

                                    For the                   For the
                               three months ended         nine months ended
                             November 1,  November 2,   November 1,  November 2,
                               1997         1996          1997         1996

Net income (loss)            $ 522,000    $25,000       (1,754,000) ($1,623,000)
Preferred stock dividends                                 (541,000)

Net income (loss) attributable
 to common shareholders      $ 522,000    $25,000       ($2,295,000)($1,623,000)

Weighted average number of
 common and common
 equivalent shares      
 outstanding                 7,733,000  5,274,000         6,284,000   5,240,000

Netincome (loss) per 
 common and common 
 equivalent share            $ 0.07      $0.005           ($0.36)      ($0.31)



In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings Per Share."  The statement is
effective for periods ending after December 15, 1997, and changes the 
methodology for calculating earnings per share.  Adoption of this statement by
the Company will not have a material impact on earnings per share.


NOTE 10 - 401(K) PLAN:

The Company has a 401(K) Retirement Savings Plan ("the Plan") in which full-
time employees who have completed one year of service are eligible to 
participate in the Plan.   Enrollment is open on January 1st or July 1st
immediately following one year of service.  The Company is required to match
$.20 on the dollar on the first 6% of deferral.

The Company contributions to the Plan were approximately $25,000 and $20,000
for the nine months ended November 1, 1997 and November 2, 1996, respectively.


NOTE 11 - COMMITMENTS AND CONTINGENCIES:

The Company in order to provide security in connection with the Company's
construction, lease and building of a new corporate headquarters and
manufacturing facility, issued a letter of credit in February, 1997 in the
amount of $500,000 with an expiration date of June 1, 1998.  The letter of
credit reduces available borrowing by $500,000.








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


GENERAL

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.

The Company is a direct mail catalog company, specialty retailer and wholesaler
that designs, manufactures and markets a diverse range of motivational and
self-improvement products, many of which are the Company's own proprietary
designs.   Its 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.  Company personnel also
customize products to fulfill customers' special needs.

The majority  of the Company's sales are derived from proprietary products that
have been internally developed, designed, or customized.  All products are
designed to have a positive motivational or self-improvement theme which can be
used to reinforce basic business goals such as customer service, attitude and
teamwork, or to recognize achievement and good performance, or as customer
gifts.  The Company's products also appeal to individuals for both personal and
professional motivation, and for gifts.  They are also purchased by organized
sports teams and individual athletes for motivational or inspirational
purposes.

The Company has a wide range of customers, including corporate buyers
(executives, sales managers, human resource managers, and production managers
of larger corporations), entrepreneurial buyers (small business owners, home
office businesses, and sales professionals), as well as individual consumers,
schools  and  athletic  organizations.   The  Company's products are marketed
primarily under its SUCCESSORIES, WINNERS and BRITISH LINKS trade names through
direct marketing (both catalog and telemarketing), retail sales (both franchise
and Company-owned stores), and wholesale distribution.

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 nine months ended November 1, 1997 and November 2, 1996,
respectively, retail sales, direct mail sales and wholesale distribution sales
accounted for the following percentages of the Company's net product sales:


                                 For the three              For the nine  
                                 months ended               months ended
                           November 1,   November 2,    November 1, November 2,
                              1997          1996           1997        1996

     Retail - 
      Company-owned stores     25%           28%            28%         31%
     Direct Marketing          46%           45%            49%         50%
     Wholesale                 29%           27%            23%         19%


The gross profit margins for retail sales attributable to Company-owned stores
are lower than for direct marketing due to more non-proprietary products being
sold in retail.  The gross profit margin for wholesale sales and sales to
franchisees are made at a significant discount from both Retail and Direct
Marketing prices.









RESULTS OF OPERATIONS

QUARTER ENDED NOVEMBER 1, 1997 COMPARED TO QUARTER ENDED NOVEMBER 2, 1996

Net product sales for the quarter ended November 1, 1997 decreased 3.6% to
$13,718,000 compared to $14,224,000 for the quarter ended November 2, 1996.
The $506,000 net product sales decrease was due to a decrease in Retail sales
due to fewer stores being open than a year ago.  Retail same store sales
increased by 4.7% for the quarter ended November 1, 1997, when compared to the
same quarter in the prior year.

Cost of goods sold as a percentage of net sales was 44.0% for the quarter ended
November 1, 1997 compared to 45.0% for the same quarter ended in the prior
year.  The decrease in the cost of goods sold percentage is primarily the
result of improved Retail and Direct Marketing margins offset by the increase
in lower margin wholesale sales.

Operating expenses, at 52.4% of net product sales continue to show improvement
versus same quarter last year which reported operating expenses of 54.2%.  This
improvement in operating expenses is primarily due to the reduction in 
advertising costs which were down $419,000 for the quarter when compared to
the same quarter last year.  This reduction in advertising expense reflects 
the impact of fewer, more efficient catalog mailings.

Interest expense decreased from $399,000 for the quarter ended November 2, 1996
to $338,000 for the quarter ended November 1, 1997, a decrease of $61,000.
This decrease in the current year quarter is the result of lower interest rates
resulting from the new financing with the Provident Bank.

The net income of $539,000 is  greater than the net income for the same period
last year of $25,000 by $514,000, or a twenty fold increase. As a percentage of
net sales, the net income increased from 0.2% for the quarter ended November 2,
1996 to 3.9% for the quarter ended November 1, 1997.

NINE MONTHS ENDED NOVEMBER 1, 1997 COMPARED TO NINE MONTHS ENDED NOVEMBER 2,
1996

Net product sales for the nine months ended November 1, 1997 increased 3.3% to
$38,607,000  compared to $37,359,000 for the nine months ended quarter ended
November 2, 1996.  The $1,248,000 net product sales increase reflects increased
wholesale sales while Direct Marketing is even with last year and Retail showed
a decrease due to fewer stores.  Retail same store sales increased by 8.4% for
the nine months ended November 1, 1997, when compared to the same time period
in the prior year.

Cost of goods sold as a percentage of net sales was 45.0% for the nine months
ended November 1, 1997 compared to 42.7% for the same period in the prior year.
The increase in the cost of goods sold percentage during the current year
period compared to the prior year period is the result of an increase in
wholesale sales during the year which have a lower gross profit margin and thus
raise the overall cost of goods sold percentage.

Operating expenses for the period were 58.2% of net product sales, which
represents a significant improvement over the  63.3%  experienced in the same
period during the prior year.  This percentage change reflects the leveraging
of certain expenses, such as advertising and facility costs, against greater
sales.  Advertising expense was down $1,478,000 for the nine months when
compared to the same period last year resulting from fewer, more efficient
mailings.

Interest expense increased from $1,236,000 for the nine months ended November
2, 1996 to $1,331,000 for the nine months ended November 1, 1997, an increase
of $95,000.   This increase reflects expense associated with stock warrants
which was not reflected in the prior year.

The loss before taxes of ($1,737,000) is $1,006,000 less than the loss before
taxes for the same period last year.  After factoring out the one time moving
expenses of $113,000, the impact of the move sale of $223,000, and the interest
costs associated with the warrant of $253,000, the loss before taxes would have
been ($1,148,000) or $1,595,000 less than last year's loss before taxes of
($2,743,000).


The net loss of ($1,737,000) for the nine months ended November 1, 1997
compares to a net loss of ($1,623,000) for the nine months ended November 2,
1996.  The increased loss of $114,000 is primarily due to the recording of a
net tax benefit of $1,120,000 for the nine months ended November 2, 1996.  As a
percentage of net sales, the net loss increased from (4.3%) for the nine months
ended November 2, 1996 to a net loss of (4.5%) for the nine months ended
November 1, 1997.

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 operations, supplemented by the Company's revolving credit facility to
fund its principal cash requirements.

The Company's net working capital decreased from $10,116,000 on February 1,
1997, to $8,459,000 on November 1, 1997.  The current ratio decreased from
2.55:1 on February 1, 1997 to 1.69:1 on November 1, 1997.  The decrease in
working capital is due to decreases in prepaid catalog expenses coupled with
increases in accounts payable, accrued expenses and the current portion of
long-term debt.  The decrease in prepaid catalog expense is consistent with the
decrease in advertising expense discussed in the Results of Operations section.

The Company's net property and equipment increased significantly compared to
February  1,  1997, increasing 18.5% to $9,478,000 at November 1, 1997.  This
increase is primarily due to property and equipment purchases and leasehold
improvements relating to the Company's move to a new facility in Aurora,
Illinois, coupled with the installation of a new computer system.

The Company believes that internally generated funds and the credit facilities
it has in place will be sufficient to meet current operating needs and to fund
anticipated capital expenditures, including the purchase of a new computer
system, during fiscal year ending January 31, 1998.







                         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

See Index to Exhibits on Page 17, immediately following the Signature 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:                                By:
                                          James M. Beltrame
                                          President, Chief Executive Officer 
                                           and Director
                                          (Principal Executive Officer)
Date:                                By:
                                          M. Andrew King
                                          Chief Financial Officer
                                          (Principal Financial Officer)








                                  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:                             By: /s/ James M. Beltrame
                                      James M. Beltrame
                                      President, Chief Executive Officer 
                                       and Director
                                      (Principal Executive Officer)


Date:                             By: /s/ M. Andrew King
                                      M. Andrew King
                                      Chief Financial Officer
                                      (Principal Financial Officer)












                               INDEX TO EXHIBITS


EXHIBIT NO.  DESCRIPTION                                       SEQUENTIAL PAGE

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)

3.5          By-laws of Registrant (1)

4.1          Specimen Common Stock Certificate (1)

10.1         Form of Franchising Agreement (3)

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

10.15        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)

10.18        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)

10.29        Credit Agreement between the Company and The Provident Bank dated
             as of June 20, 1997 (filed herewith)

10.30        First Amendment to Credit Agreement between the Company and The
             Provident Bank dated as of July 16, 1997 (filed herewith)

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 Amendment Number 1 to the Registration Statement of
      Form SB-2, No. 33-67530C filed on September 24, 1993, 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.