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 October 31, 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 6,767,250 shares of common stock, $.01 par 
     value, outstanding as of December 2, 1998.

<PAGE> 1




                          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                                    12

           Item 3.  Quantitative and Qualitative Disclosures 
                    About Market Risk                             16


PART II.   OTHER INFORMATION

           Item 1.  Legal Proceedings                             17

           Item 6.  Exhibits and Reports on Form 8-K              17

SIGNATURES                                                        18

INDEX TO EXHIBITS                                                 19
<PAGE>  2


                          PART  I.    FINANCIAL INFORMATION

                                   SUCCESSORIES, INC.
                              Consolidated Balance Sheets
                                     (Unaudited) 

<TABLE>
<CAPTION>
                                               October 31,         January 31,
                                                  1998                1998
<S>                                            <C>                <C>
ASSETS
Current assets:
    Cash and cash equivalents                  $ 1,648,000        $ 1,751,000
    Accounts and notes receivable, net           4,830,000          7,330,000
    Inventories, net                            13,116,000          9,749,000
    Prepaid catalog expenses                     1,256,000          1,439,000
    Other prepaid expenses                       1,444,000          1,307,000
                                               -----------        -----------
Total current assets                            22,294,000         21,576,000

Property and equipment, net                     10,164,000         10,292,000
Notes receivable, net                              266,000            292,000
Deferred financing costs                           422,000            482,000
Deferred income taxes                            5,339,000          5,339,000
Intangibles and other assets, net                2,228,000          2,600,000
                                                ----------        -----------
TOTAL ASSETS                                   $40,713,000        $40,581,000

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt          $ 7,016,000        $ 5,445,000
    Accounts payable                             8,519,000          4,629,000
    Accrued expenses                             1,850,000          1,160,000
                                              ------------        -----------
Total current liabilities                       17,385,000         11,234,000
Long-term debt                                   5,612,000          6,561,000
                                              ------------        -----------
Total liabilities                               22,997,000         17,795,000
                                               -----------        -----------
Minority interest in subsidiaries                   48,000            352,000
                                            --------------        -----------
Stockholders' equity:
    Common stock, $.01 par value; 20,000,000 shares 
      authorized; 6,767,230 and 6,758,577 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                  26,158,000         26,127,000
    Accumulated deficit                         (9,806,000)        (4,999,000)
    Foreign currency translation adjustment        (63,000)           (73,000)
                                                ----------        -----------
Total stockholders' equity                      17,668,000         22,434,000
                                              ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $40,713,000        $40,581,000
</TABLE>

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

<PAGE>  3


                               SUCCESSORIES, INC.
                    Consolidated Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                 Three Months Ended        Nine Months Ended
                              October 31,   November 1,  October 31, November 1,
                                  1998          1997         1998        1997
<S>                            <C>          <C>           <C>          <C>
Net product sales            $12,400,000  $13,706,000   $36,167,000  $38,595,000
Cost of goods sold             5,894,000    6,034,000    16,251,000   17,384,000
                             -----------   -----------  -----------  -----------
Gross profit on product sales  6,506,000    7,672,000    19,916,000   21,211,000

Fees, royalties and other income 468,000      394,000     1,164,000    1,004,000
                             -----------   ----------    ----------  -----------
Gross margin                   6,974,000    8,066,000    21,080,000   22,215,000

Operating expenses             8,089,000    7,192,000    24,894,000   22,476,000
                              ----------    ----------   ----------- -----------
(Loss)/income from operations (1,115,000)     874,000    (3,814,000)   (261,000)
                               ----------   ----------   ----------- -----------
Other income (expense):
  Interest expense              (380,000)    (338,000)   (1,051,000) (1,331,000)
  Minority interest in 
       subsidiaries              (12,000)     (34,000)      (22,000)   (112,000)
  Other, net                      34,000       20,000        80,000     (50,000)
                               ----------   ----------   -----------  ----------
Total other expense             (358,000)    (352,000)     (993,000  (1,493,000)
                               ----------   ----------   -----------  ----------
(Loss)/income before 
  income tax                  (1,473,000)     522,000    (4,807,000) (1,754,000)

Income tax                           -            -             -            -
                              ----------    ---------   ------------ ----------
Net (loss)/income            $(1,473,000)   $ 522,000   $(4,807,000)$(1,754,000)
                              -----------   ----------  ------------ -----------
(Loss)/income per share:
  Basic and diluted          $     ( .21)   $     .07   $    ( .71) $     (.36)

</TABLE>





    The accompanying notes are an integral part of these statements.
<PAGE>4




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

<TABLE>
<CAPTION>
                                                       Additional    Common
                                     Common Stock        Paid-In     Stock
                                  Shares      Amount     Capital     Warrants
                                 -------------------    ----------   --------
<S>                              <C>         <C>       <C>          <C>
Balance, January 31, 1998        6,758,577   $68,000   $26,127,000  $1,584,000

Net loss for the period

Foreign currency translation
  adjustment

Common stock transactions:
  Sales of common shares             8,653                  31,000

Balance, October 31, 1998        6,767,230   $68,000   $26,158,000  $1,584,000
</TABLE>

<TABLE>
<CAPTION>
                                                       Foreign
                                Notes                  Currency
                             Receivable  Accumulated  Translation  Stockholders'
                            From Officers   Deficit    Adjustment     Equity
                           ------------- -----------  -----------  -------------
<S>                          <C>         <C>            <C>         <C>
Balance, January 31, 1998    $(273,000)  $(4,999,000)   $(73,000)   $22,434,000

Net loss for the period                   (4,807,000)                (4,807,000)

Foreign currency translation
  adjustment                                              10,000         10,000

Common stock transactions:
  Sales of common shares                                                 31,000 

Balance, October 31, 1998    $(273,000)  $(9,806,000)   $(63,000)   $17,668,000

</TABLE>





      The accompanying notes are an integral part of this statement.
<PAGE>  5


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

<TABLE>
<CAPTION>
                                                      Nine Months Ended
                                                  October 31,      November 1,
                                                     1998             1997
                                                  ----------       -----------
<S>                                              <C>              <C>
Cash flows from operating activities:
   Net loss                                      $ (4,807,000)    $(1,754,000)
   Adjustments to reconcile net loss to net cash 
   provided by (used in) operating activities:
       Depreciation and amortization                2,106,000       1,753,000
       Amortization of debt discount                   86,000         525,000
       (Gain)/loss on sale of property and equipment  (83,000)         37,000
                                                    ----------      --------- 
                                                   (2,698,000)        561,000
   Changes in operating assets and liabilities: 
      Accounts and notes receivable                 2,978,000      (2,743,000)
      Inventories                                  (3,367,000)     (1,352,000)
      Prepaid catalog expenses                        183,000         890,000
      Other prepaid expenses                         (448,000)       (743,000)
      Deferred financing costs                         60,000        (467,000)
      Accounts payable                              3,890,000         (14,000)
      Accrued expenses                                707,000         815,000
      Minority interest                              (304,000)       (163,000)
      Other                                            89,000         737,000)
                                                    ---------        --------
Net cash provided by (used in) operating activities 1,090,000      (3,953,000)
                                                    ---------      ----------
Cash flows from investing activities:
    Proceeds from sale of property and equipment       45,000             - 
    Purchases of property and equipment            (1,805,000)     (2,946,000)
                                                   ----------      -----------
Net cash used in investing activities              (1,760,000)     (2,946,000)
                                                   ----------      -----------
Cash flows from financing activities:
    Proceeds from sales of common stock                31,000         203,000
    Preferred stock dividends                             -          (153,000)
    Redemption of Series B preferred stock                -          (500,000)
    Net borrowings on revolving credit loan         1,351,000       5,928,000
    Proceeds from long-term debt                          -         8,981,000
    Repayments of long-term debt                     (815,000)     (7,139,000)
                                                    ----------     -----------
Net cash provided by financing activities             567,000       7,320,000
                                                    ----------     -----------
Net (decrease)/increase in cash                      (103,000)        421,000
 
Cash and cash equivalents, beginning of period      1,751,000       1,173,000
                                                   ----------     -----------
Cash and cash equivalents, end of period          $ 1,648,000     $ 1,594,000
                                                   ----------     -----------
</TABLE>
The accompanying notes are an integral part of these statements.

<PAGE>  6


                           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 nine months ended October 31, 1998 and November 1, 
1997 refer to the thirteen and thirty-nine weeks ended on the dates indicated.

The results of operations for the nine months ended October 31, 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>
                                                      Nine Months Ended
                                                  -----------------------------
                                                  October 31,      November 1,
                                                     1998             1997
                                                  ----------       ----------
      <S>                                        <C>              <C>
      Net loss                                   $(4,807,000)     $(1,754,000)
      Foreign currency translation adjustment         10,000          (66,000)
                                                 ------------     ------------
      Comprehensive loss                         $(4,797,000)     $(1,820,000)
</TABLE>

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

<PAGE>  7

NOTE 4.  INVENTORIES

Inventories are comprised of the following: 

<TABLE>
<CAPTION>

                                                  October 31,      January 31,
                                                     1998              1998
                                                  -----------      -----------
      <S>                                         <C>               <C>
      Finished goods                             $ 9,451,000       $ 6,690,000
      Raw materials                                3,793,000         3,187,000
                                                  ----------        ----------
                                                  13,244,000         9,877,000
      Less reserve for obsolescence                 (128,000)         (128,000)
                                                  ----------         ----------
                                                 $13,116,000       $ 9,749,000
</TABLE>

NOTE 5.  DEBT

Debt consists of the following: 
<TABLE>
<CAPTION>
                                                  October 31,       January 31,
                                                     1998              1998
                                                  ----------       -----------
<S>                                              <C>               <C>
  Bank borrowings:
    Term loan, net of debt discount of
      $348,000 and $401,000                      $ 6,340,000       $ 6,849,000
  Revolving credit loan                            5,798,000         4,447,000
  Fixed rate loan, net of debt discount of
      $213,000 and $246,000                          287,000           254,000
  Subordinated note to former owners of
    British Links Golf Classics, Inc.                      -           155,000
  Capital lease obligations                          203,000           301,000
                                                 -----------        ----------
                                                  12,628,000        12,006,000
  Less current portion                            (7,016,000)       (5,445,000)
                                                 -----------        -----------

  Long-term debt                                 $ 5,612,000       $ 6,561,000
</TABLE>


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 October 31, 1998, 
available borrowings on the revolving credit loan were $1,291,000.  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, and currently exercisable at $2.00.

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, and currently exercisable at $2.00.

<PAGE>  8

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.  In addition, 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.  Further, on December 
11, 1998, the Company obtained a waiver from the bank for the EBITDA and 
interest coverage covenant for the third quarter of fiscal 1998.  In 
conjunction with the waiver, the exercise prices of the 222,464 warrants 
previously issued to the bank were reduced to $2.00.  Based on year-to-date 
operating results, there is a likelihood that the Company will not be in 
compliance with certain financial covenants for the period ending January 30, 
1999.  The Company is engaged in discussions with the bank to obtain a waiver, 
if necessary, for non-compliance with any covenants for the period ending 
January 30, 1999 and also to amend the financial covenants in the credit 
agreement for periods ending after January 30, 1999, as needed.

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 was paid 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 $86,000 and 
$525,000 for the nine months ended October 31, 1998 and November 1, 1997, 
respectively.

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

NOTE 6.  SALE OF COMPANY-OWNED RETAIL STORES

In 1998, the Company converted four of its company-owned retail stores to 
franchised stores.  The total purchase price for the sale of the net assets 
was $497,000, $45,000 was paid in cash and the balance of $452,000 was 
financed with promissory notes.  The payments on the promissory notes are 
being made monthly from July 1998 through October 2002.  The interest rates on 
the promissory notes range from 7% to 9%.  The gain recorded on the sale was 
$159,000 for the three months ended October 31, 1998.  

<PAGE>  9

NOTE 7.  SUPPLEMENTAL CASH FLOW INFORMATION

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

<TABLE>
<CAPTION>
                                                      Nine Months Ended
                                                October 31,       November 1,
                                                   1998              1997
                                                ----------       -----------
<S>                                            <C>               <C>

Cash paid during the period for:
    Income taxes                               $  26,000         $     --    
    Interest                                     889,000           612,000
Non-cash investing activities:
    Notes receivable issued on sale of 
        property and equipment                   452,000               --
</TABLE>


NOTE 8.  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      Nine Months Ended
                              October 31,  November 1   October 31,  November 1,
                                 1998         1997         1998         1997
<S>                           <C>           <C>        <C>          <C>
Basic and diluted (loss)/income per share:
 Net (loss)/income            $(1,473,000)  $522,000   $(4,807,000) $(1,754,000)
   Preferred stock dividends 
      and accretion                   -         -              -       (541,000)
                              ------------  --------   ------------  -----------
 (Loss)/income available to common 
      stockholders            $(1,473,000)  $522,000   $(4,807,000) $(2,295,000)
                              ------------  --------   ------------  -----------
 Weighted-average shares        6,769,000  7,733,000     6,766,000    6,284,000
                              ------------  --------   ------------  -----------
 Basic and diluted (loss)/
      income per share        $    (.21)   $    .07    $     (.71)  $    ( .36)
                              ------------  --------   ------------  -----------
</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 9.  CHANGE IN ESTIMATE

On November 23, 1998, Successories Pty Ltd, which holds the exclusive license 
to distribute the Company's products in Australia and New Zealand was placed 
into voluntary administration in Australia.  At the time of administration, 
the licensee owed the Company approximately $514,000, consisting mostly of 
notes receivable related to licensing fees, trade debts, and accrued 
royalties.  Although the Company believes that it can ultimately recover a 
portion of these receivables due to its rights under the license, an 
additional $400,000 has been added to the Company's bad debt reserves as of 
October 31, 1998.

<PAGE>  10

NOTE 10.  COMMITMENTS AND CONTINGENCIES

The Company is currently engaged in legal proceedings with its former 
president and chief executive officer.  The former president alleges and seeks 
lost compensation and benefits due and owing to him from the Company in an 
amount claimed to be in excess of $400,000.  The Company has responded to the 
claim with what the Company believes is a meritorious defense.  The 
proceedings are in the early stages of discovery and no hearing date or place 
has been scheduled.  Management believes that the financial impact, if any, of 
this litigation is not currently predictable.

In a related matter, the Company filed a complaint on December 9, 1998, 
against its former president.  The Company alleges non-payment of principal 
and interest due on a promissory note executed by the former president.  The 
Company seeks judgement against him in the principal amount of $108,000 plus 
interest at a rate of 7% through June 30, 1998, and thereafter at a rate of 
10%, together with costs and attorney fees.

<PAGE>  11

 



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, The Golf 
Company, 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 nine months ended October 31, 1998 and November 1, 1997, 
direct marketing, retail and wholesale distribution accounted for the 
following percentages of the Company's net product sales:

<TABLE>
<CAPTION>
                             Three Months Ended           Nine Months Ended
                          October 31,   November 1,    October 31,   November 1,
                             1998          1997           1998          1997
                          -----------   -----------    -----------   -----------
<S>                         <C>           <C>            <C>           <C>
Direct marketing             50%           46%            56%           49%
Retail                       27%           25%            28%           28%
Wholesale distribution*      23%           29%            16%           23%
</TABLE>

--------------------------------
  *Includes sales to franchisees


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 would 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 sell its golf catalog business and convert up to 
33 of its Company-owned retail locations to franchised stores.

<PAGE>  12

RESULTS OF OPERATION

Three Months Ended October 31, 1998, Compared To Three Months Ended 
November 1, 1997

Net product sales were $12,400,000 for the quarter ended October 31, 1998, 
compared to $13,706,000 for the corresponding quarter ended November 1, 1997.  
The $1,306,000 decrease was comprised of a direct marketing sales decrease of 
$5,000, or 0.1%, retail sales decrease of $60,000, or 1.7%, and wholesale 
distribution sales decrease of $1,241,000, or 30.9%.

Retail sales decreased by 1.7% due to fewer stores in operation in the current 
year, offset by an increase in same-store sales of 6.2% as compared to the 
same quarter in 1997.  The Company operated  40 stores at the end of October 
31, 1998 as compared to 48 stores at the end of November 1, 1997.  Wholesale 
distribution sales decreased 30.9% primarily due to the loss of business from 
one major account.

Cost of goods sold, as a percent of net product sales, was 47.5% for the 
quarter ended October 31, 1998, compared to 44.0% for the corresponding 
quarter in 1997.  Cost of goods sold increased by 3.5% primarily due to 
planned product promotions pursuant to market testing in the retail and direct 
marketing channels in the current year.

Operating expenses increased for the quarter to $8,089,000 from $7,192,000 in 
1997.  In comparison to the prior year, operating expenses for 1998 include 
additional charges of $1,108,000, which are comprised of costs associated with 
reduction of corporate personnel of $350,000, provision for bad debt relating 
to receivables from the Company's Australian licensee of $400,000, retail store 
related expenses of $283,000, and expected real estate costs for the closing of 
the Company's Canadian office of $75,000.  Excluding the above noted charges, 
operating expenses decreased by $211,000 for the quarter and was primarily 
attributable to lower advertising costs in 1998.

The net loss of $1,473,000 for the quarter ended October 31, 1998 was less 
than the net income of $522,000 for the quarter ended November 1, 1997, 
primarily due to lower wholesale distribution sales and additional operating 
expenses in 1998.

Nine Months Ended October 31, 1998, Compared To Nine Months Ended 
November 1, 1997

Net product sales were $36,167,000 for the nine months ended October 31, 1998, 
compared to $38,595,000 for the corresponding nine-months ended November 1, 
1997.  The $2,428,000 decrease was comprised of direct marketing sales 
increase of $1,762,000, or 9.5%, while retail sales decreased $822,000, or 
7.5%, and wholesale distribution sales decreased by $3,368,000, or 37.4%.

The 9.5% 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 by 7.5% due to fewer stores in 
operation in the current year, offset by increase in same-store sales of 3.1% 
as compared to the same nine months in 1997.  During the current year, the 
Company opened five stores, closed nine underperforming stores and converted 
four of the Company-owned stores to franchise stores.  Wholesale distribution 
sales decreased by 37.4% primarily due to the loss of business from three 
major accounts.

Cost of goods sold, as a percentage of net product sales, was 44.9% for the 
nine months ended October 31, 1998, compared to 45.0% for the corresponding 
nine months in 1997. 

Operating expenses were $24,894,000 for the nine months ended October 31, 
1998, compared to $22,476,000 for the same period in 1997.  Operating expenses 
for 1998 include additional charges of $1,108,000 related to severance costs, 
allowance for receivables from the Company's Australian licensee, retail 
store related expenses, and real estate costs for Canadian office closing. 
Additional factors affecting the increase include start-up expenses for 
European and golf markets, expenses related to post-installation improvements 
in the Company's new information systems and expansion of the merchandising 
and product development departments.

<PAGE>  13

Interest expense was $1,051,000 for the nine months ended October 31, 1998, 
compared to $1,331,000 for the corresponding period in 1997.  Included in 
interest is 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 $86,000 and $525,000 for the nine-month periods ended October 31, 
1998 and November 1, 1997, respectively.    

The net loss of $4,807,000 for the nine months ended October 31, 1998 was 
greater than the net loss of $1,754,000 for the nine months ended November 1, 
1997, primarily due to lower wholesale distribution sales and additional 
operating expenses in 1998.  Preferred stock dividends and accretion increased 
the 1997 loss available to common stockholders by $541,000 to $2,295,000, 
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 $1,090,000 for the nine months ended 
October 31, 1998 and used cash of $3,953,000 for the corresponding nine-month 
period in fiscal 1997.  The improvement in the cash flows from operating 
activities for 1998 was primarily attributable to a decrease in accounts and 
notes receivable, and an increase in accounts payable, offset by the net loss 
and increase in inventories.  

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 and accounts payable include planned increases in 
inventory levels to support the pre-build of wall and desk decor products to 
meet the fourth quarter sales demand.

Investing activities utilized cash of $1,760,000 for the nine months ended 
October 31, 1998, compared to $2,946,000 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 opened 
five 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 $567,000 for the nine months ended 
October 31, 1998, compared to $7,320,000 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. 

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.  In addition, 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 
<PAGE>  14
warrants previously issued to the bank were reduced to $3.00 and their 
expiration dates were extended an additional two years.  Further, on December 
11, 1998, the Company obtained a waiver from the bank for the EBITDA and 
interest coverage covenant for the third quarter of fiscal 1998.  In 
conjunction with the waiver, the exercise prices of the 222,464 warrants 
previously issued to the bank were reduced to $2.00.  Based on year-to-date 
operating results, there is a likelihood that the Company will not be in 
compliance with certain financial covenants for the period ending January 30, 
1999.  The Company is engaged in discussions with the bank to obtain a waiver, 
if necessary, for non-compliance with any covenants for the period ending 
January 30, 1999 and also to amend the financial covenants in the credit 
agreement for periods ending after January 30, 1999, as needed.

At October 31, 1998 available borrowings on the revolving credit loan were 
$1,291,000.  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. 

Year 2000 Compliance

As is the case with most other companies using computers in their operations, 
the Company is in the process of addressing the "Year 2000" problem.  The 
Company has conducted a review of its information technology ("IT") to 
identify those areas that could be affected by the Year 2000 issue.  The 
Company plans, by December 1998, to have developed a comprehensive, risk-based 
plan.  This plan will address IT and non-IT systems and products, as well as 
dependencies on those with whom the Company does significant business.

The following table reflects the methodology and the completion status of each 
phase as it applies to the key IT and non-IT systems and products:

<TABLE>
<CAPTION>
<S>                 <C>             <C>             <C>           <C>
                    Preparation     Surveying       Planning      Implementation
Financial and 
  Inventory Systems   Complete       Complete       Complete       Est. Q1-1999
Order Entry and 
Fulfillment           Complete       Complete       Complete       Est. Q1-1999
Telecommunications    Complete       Complete       Complete       Complete
LAN/WAN               Complete       Est. Q1-1999   Est. Q1-1999   Est. Q2-1999
Ancillary Software    Complete       Est. Q4-1998   Est. Q1-1999   Est. Q1-1999
PC Software
(Non-Financial)       Complete       Est. Q1-1999   Est. Q1-1999   Est. Q2-1999
Manufacturing  
Equipment             Est. Q4-1998   Est. Q4-1998   Est. Q1-1999   Est. Q2-1999
Third Party Vendors   Est. Q1-1999   Est. Q1-1999   Est. Q2-1999   Est. Q3-1999

</TABLE>

The new order entry, inventory control, manufacturing, fulfillment, financial 
and point-of-sale systems are all Year 2000 compatible.  The majority of the 
work to be completed relates to vendor compliance issues.

Even with the above phases, the Company can not guarantee that its compliant 
systems will not encounter difficulties when attempting to interface or 
interconnect with third party systems, whether or not those systems are 
claimed to be "compliant", and the Company can not guarantee that such failure 
to interface or interconnect will not have a materially adverse effect on the 
Company's operations.  The Company expects to identify any significant vendor-
compliance problems by the second quarter of 1999, and to resolve those issues 
by the end of the third quarter 1999.  Despite this approach, there can be no 
guarantee that the systems of other companies on which the Company is reliant 
will be converted timely, or that a failure by another company to convert 
would not have a materially adverse effect on the Company.

<PAGE>  15

The Company presently believes, with modification to existing software, the 
Year 2000 problem will not pose significant operational risk.  While the 
Company can not accurately predict a "worst case scenario" with regard to its 
Year 2000 issues, the failure by the Company and/or vendors to complete Year 
2000 compliance work in a timely manner could have a materially adverse effect 
on the Company's operations.  The Company is in the process of assessing these 
risks and uncertainties and developing appropriate contingency plans and 
procedures in an attempt to minimize the effects of such a scenario.

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, converting Company-owned to franchise stores, new catalog 
mailings, the timing of new product introductions and promotions 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>  16

                            PART II.  OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

In August 1998, James M. Beltrame, the Company's former president and chief 
executive officer ("Claimant"), filed a Demand for Arbitration dated August 
11, 1998 with the American Arbitration Association (Case No. 51-160-00347-98).  
Claimant was separated from employment with the Company on June 26, 1998 and 
now seeks arbitration pursuant to an Employment Agreement dated June 1, 1996 
between the Company and Claimant.  Claimant alleges and seeks lost 
compensation and benefits due and owing to him from the Company in an amount 
claimed to be in excess of $400,000.  The Company has responded to the claim 
with what the Company believes is a meritorious defense.  The arbitration is 
in the early stages of discovery and no hearing date or place has been 
scheduled.  Given the phase of the proceedings, the Company has determined 
that a reasonable assessment with respect to the financial impact, if any, 
cannot be made at this point in time.
 
In a related matter, the Company has filed a complaint on December 9, 1998, 
against James M. Beltrame in the Circuit Court of the Eighteenth Judicial 
Circuit in DuPage County, Wheaton, Illinois (Case No. 98L01282).  The Company 
alleges non-payment of principal and interest due on a promissory note 
executed by Mr. Beltrame.  The Company seeks judgement against Mr. Beltrame in 
the principal amount of $107,625 plus interest at a rate of 7% through June 
30, 1998, and thereafter at a rate of 10%, together with costs and attorney 
fees.
 
Except as noted above, there are no other 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 
    October 31, 1998.


<PAGE>  17



                               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: December 8, 1998         By:  /s/ Arnold M. Anderson               

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





Date: December 8, 1998         By:  /s/ Steven D. Kuptsis 

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

<PAGE>  18

                            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)

<PAGE>  19

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)

<PAGE>  20

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

10.33 Third Amendment to Credit Agreement between the Company and 
      the Provident Bank dated as of September 1, 1998 (filed 
      herewith)

10.34 Employment Agreement with Gary Rovansek dated October 29, 1998 
      (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 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.