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 2, 1996

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

                  919 SPRINGER DRIVE, LOMBARD, ILLINOIS                  60148
                  (Address of principal executive offices)            (Zip Code)


       Registrant's telephone number, including area code (630) 953-8440


                              CELEX   GROUP, INC.
(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 DECEMBER 2, 1996
        Common stock, $0.01 par value                 5,432,388


                                    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   10

PART II. OTHER INFORMATION

            Item 1. Legal Proceedings .........................      13

            Item 6. Exhibits and Reports on Form 8-K ..........      13

            Signatures.........................................      14

            Index to Exhibits..................................      15
 
                 PART  I.    FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               SUCCESSORIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
                                          November 2,            February 3,
ASSETS                                      1996                     1996
Current assets:
   Cash                                     $550,000              $1,230,000
   Accounts and notes receivable,
   net of reserve of $408,000 and $500,000 4,806,000               3,296,000
   Inventory, net                          9,971,000               9,088,000
   Prepaid catalog expenses                2,562,000               3,725,000
   Other prepaid expenses                  1,321,000               1,067,000
Total current assets                      19,210,000              18,406,000

Property & equipment, net of accumulated
depreciation of $5,093,000 and $3,827,000 10,009,000              10,615,000
Notes receivable, net                        286,000                 471,000
Deposits                                     373,000                 173,000
Deferred income taxes                      2,732,000               1,600,000
Intangibles & other assets, net of
accumulated amortization of $1,079,000
and $925,000                               2,137,000                  901,000

TOTAL ASSETS                             $34,747,000              $32,166,000

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt       $6,700,000              $1,882,000
   Accounts payable                         5,885,000               6,652,000
   Accrued expenses                         1,449,000               1,488,000
Total current liabilities                  14,034,000              10,022,000

Long-term debt                              6,422,000               8,528,000

Total liabilities                          20,456,000              18,550,000

Minority interest in consolidated
subsidiaries                                  455,000                 583,000

Stockholders' equity:
   Preferred stock $100 par - 400 shares authorized;
   372 shares issued and outstanding            37,000                 0
   Common stock $.01 par - 20,000,000 shares
      authorized; 5,348,000 and 5,208,000 shares
      issued and outstanding, respectively      53,000                  52,000
   Common stock warrants                       370,000                 370,000
   Additional paid-in capital               18,509,000              16,301,000
   Accumulated deficit                      (5,104,000)             (3,481,000)
Foreign currency translation adjustment        (29,000)               (208,000)

Total stockholders' equity                   13,836,000              13,034,000

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $34,747,000              $32,166,000

         The accompanying notes are an integral part of this statement.



                        SUCCESSORIES, INC.
                   CONSOLIDATED INCOME STATEMENTS
                            (UNAUDITED)


                          FOR THE THREE MONTHS ENDED* FOR THE NINE MONTHS ENDED*
                            November 2,  October 28,  November 2, October 28, 
                              1996          1995         1996        1995

Net product sales           $14,224,000   $10,815,000  $37,359,000 $31,294,000
Cost of goods sold            6,402,000     4,431,000   15,966,000  15,258,000
Gross profit on product       7,822,000     6,384,000   21,393,000  16,036,000

Fees, royalties & other income  346,000       225,000      767,000     630,000

Gross margin                  8,168,000     6,609,000   22,160,000   6,666,000

Operating expenses            7,706,000     6,906,000   23,632,000   23,588,000

Income (loss) from operations   462,000      (297,000)  (1,472,000)  (6,922,000)

Other income (expense):
 Minority interest in
 subsidiaries                   (37,000)      (38,000)     (71,000)     (31,000)
 Interest income                  2,000         5,000       14,000       27,000
 Interest expense              (399,000)     (266,000)  (1,236,000)    (749,000)
 Other income (expense)          (3,000)            0       22,000     (104,000)

Total other income (expense)   (437,000)      (299,000)  (1,271,000)   (857,000)

Income (loss) before income 
taxes                            25,000       (596,000)  (2,743,000) (7,779,000)

Income tax expense (benefit)          0              0   (1,120,000)         0

Net income (loss)               $25,000      ($596,000)($1,623,000) ($7,779,000)

Earnings (loss) per common and
  common equivalent share         $0.005         ($0.12)     ($0.31)     ($1.52)

Weighted average number of common
  and common equivalent shares
  outstanding                  5,274,000       5,126,000    5,240,000  5,126,000



*NOTE:   The  Company  converted  to a 4-5-4-week reporting basis for the nine
         -month fiscal period ending February 3, 1996. Therefore, for 1996 the 
          quarter represents 13 weeks, and the nine-month period represents 39 
          weeks. In 1995, the quarter represents 13 weeks and the nine-month
          period represents 38 weeks and four days.




         The accompanying notes are an integral part of this statement.




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



                                                      Foreign             
                                   Additional        Currency         Total
       Preferred Stock Common Stock Paid-In  RetainedTranslation   Stockholders 
        SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT)ADJUSTMENTWARRANTSEquity

Balance
at February
3,1996
0    0   5,208,000$52,000$16,301,000($3,481,000)($208,000)$370,000$13,034,000

Net loss
for period                             (1,623,000)                  (1,623,000) 

Foreign currency translation
adjustment                                           179,000            179,000

Preferred Stock Transactions:
 Sales of preferred
 stocks 400 40,000             1,493,000                              1,533,000
 Conversion into common
 shares (28) (3,000)             (77,000)                              (80,000)

Common stock transactions:
 Sales of 
common shares 124,000 1,000      683,000                               684,000
  Conversion of preferred
  shares       16,000     0      109,000                               109,000

Balance at
November
2,
1996
372 $37,0005,348,000$53,000$18,509,000($5,104,000)($29,000)$370,000$13,836,000





         The accompanying notes are an integral part of this statement.
                              SUCCESSORIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                 FOR THE NINE MONTHS ENDED
                                                 November 2,  October  28,
                                                     1996         1995

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

Net loss                                          ($1,623,000) ($7,779,000)

Adjustments to reconcile net loss to net cash used in
operating activities:
   Depreciation and amortization expense            1,596,000    1,465,000
   Deferred income taxes                           (1,132,000)    (812,000)
                                                   (1,159,000)  (7,126,000)
Changes in operating assets and liabilities:
   Accounts and notes receivable                   (1,510,000)   2,734,000
   Inventories                                       (883,000)   1,826,000
   Prepaid catalog expense                          1,163,000       (7,000)
   Other prepaid expenses                            (253,000)           0
   Accounts payable                                  (767,000)    (948,000)
   Accrued expenses                                   (35,000)   2,271,000
   Other                                             (118,000)     118,000
Net cash used in operating activities              (3,562,000)  (1,132,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net cash paid in acquisitions                     (200,000)    (126,000)
   Purchase of property and equipment                (660,000)  (1,930,000)
Net cash used in investing activities                (860,000)  (2,056,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuing common stock, net            160,000      226,000
   Proceeds from issuing preferred stock, net       1,532,000
   Proceeds from exercise of stock options
   and warrants                                             0      157,000
   Proceeds from debt borrowings                     2,500,000    4,626,000
   Repayment of debt                                  (450,000)  (1,480,000)
Net cash provided by financing activities            3,741,000    3,529,000

NET INCREASE (DECREASE) IN CASH                       (679,000)     341,000

Cash at beginning of year                             1,229,000   1,603,000

Cash at end of period                               $   550,000  $1,944,000

Supplemental disclosure of cash flow information:

      Interest paid                                    $798,000    $639,000

      Taxes paid                                        $11,000     $97,000

         The accompanying notes are an integral part of this statement.

                               SUCCESSORIES, INC.
                   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 Celex Group, Inc. ("Celex") for the period  ended
February  3,  1996.   On  August 2, 1996, Celex Group, Inc. changed its name to
Successories, Inc. ("Successories" or the "Company").

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 earnings (loss) 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 using the treasury stock method.  For the quarter and nine
months ended November 2, 1996 and October  28,  1995,  common stock equivalents
have been excluded from the calculation of earnings per  share as the effect of
inclusion is anti-dilutive.

PREPAID  CATALOG  EXPENSES/ADVERTISING  -  Effective May 1, 1995,  the  Company
adopted  SOP  93-7,  "Reporting  on  Advertising  Costs,"  which  outlines  the
accounting for direct marketing advertising  costs.   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 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.

CHANGE IN REPORTING  PERIOD  AND  YEAR END - Effective May 1, 1995, the Company
changed its reporting periods to a 4-5-4 week format, a more traditional retail
approach to reporting results.  As  a  result,  the  financial  results for the
quarter and nine-month period of the current year reflect 13 weeks and 39 weeks
of  activity,  respectively,  while  the financial results for the quarter  and
nine-month period of the prior year reflect  13  weeks,  and  38 weeks and four
days of activity, respectively.

Furthermore,  the  Company  changed its fiscal year end from April  30  to  the
Saturday closest to January 31, i.e., February 3, 1996 and February 1, 1997 for
the fiscal 1995 and 1996, respectively.   The  change  was  made  to conform to
industry reporting practices.

STOCK  OPTIONS  AND  WARRANTS  -  In  October  1995,  the  Financial Accounting
Standards Board issued SFAS No. 123, "Accounting for Stock-Based Compensation."
This  pronouncement,  which  becomes  effective  in  the  current fiscal  year,
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 has elected to adopt 
the  disclosure  method  of presentation and such disclosures will be made in
the year end financial statements  for  the  fiscal year ending February 1, 
1997.


NOTE 3 - INVENTORIES:


                                    NOVEMBER 2, 1996        FEBRUARY 3, 1996

      Finished goods                   $ 4,874,000              $ 5,705,000
      Raw materials                      5,297,000                3,534,000
                                        10,171,000                9,239,000

      Less-Reserve for obsolescence       (200,000)                (151,000)
      Total                            $ 9,971,000              $ 9,088,000

NOTE 4 - DEBT:

At  November 2, 1996 and February 3, 1996, the Company's notes payable were  as
follows:

                                      NOVEMBER 2, 1996       FEBRUARY 3, 1996
     Line of credit facility:
            Term loan                     $ 8,550,000           $ 9,000,000
            Revolving credit loan           2,500,000                 --

      Subordinated Notes (unsecured),
      less discount of $30,837 and
      $308,334, respectively                1,469,000             1,192,000

      Notes Payable (Unsecured)               400,000                 --

      Capital lease obligations               144,000               183,000

      Other                                    59,000                35,000
              Subtotal                     13,122,000            10,410,000

      Less - Current portion               (6,700,000)           (1,882,000)
      Total Long-term debt                 $6,422,000            $8,528,000



On February  7, 1996, the Credit Agreement was amended to reestablish borrowing
capabilities through  May 1, 1997 under the Revolving Loan to the lesser of (a)
75% of eligible receivables  and  15% of eligible inventory, or (b) $2,500,000.
Two officers of the Company severally  guaranteed  borrowings under the loan up
to  an  aggregate  amount  of $1,000,000.  On February 13,  1996,  the  Company
borrowed $2,500,000 under the amended Credit Agreement.

The bank further agreed to extend  the  maturity  date  of borrowing capability
under both the Term Loan and Revolving Loan to May 1, 1997.

Under   the   Credit   Agreement,  as  amended,  among  other  things,   future
indebtedness, dividends and capital expenditures are restricted.

Subsequent to November 2,  1996,  the  Company agreed to pay down $4,000,000 on
the $8,475,000 term loan .  The Company's revolving loan was also increased to
$4,000,000. The fee for the refinancing is one-half percentage point.  The 
interest  rate  on the new term loan and new revolving loan will be prime 
plus one percent.  The maturity date  on the credit facility  will be May
1, 1998.


NOTE 5 - INCOME TAXES:

At  February  3,  1996  and  November  2,  1996, the net deferred  assets  were
$1,600,000 and $2,732,139, respectively.  For the nine months ended November 2,
1996, net deferred assets were increased by the current year's net tax benefit.


NOTE 6 - ACQUISITION OF BRITISH LINKS:

The Company purchased British Links Golf Classics,  Inc. on October 1, 1996 for
$1,100,000 which is comprised of a combination of cash,  Successories stock and
promissory notes.  The promissory notes issued by the Company  are  subordinate
to the bank notes.

British  Links  Golf  Classics,  Inc.  is a Dallas, Texas-based catalog company
which sells golf wall decor and high-end golf gifts.

NOTE 7 - PREFERRED STOCK:

In  September,  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.

The Series A Cumulative Convertible  Preferred stock is convertible into Common
stock based on the following conversion  rights:   (1)  one-third  (133) of the
Series  A  shares  shall be convertible commencing October 29, 1996;  (2)  one-
third (133) of the Series A shares shall be convertible commencing November 28,
1996;  (3) one-third  (134)  of  the  Series  A  shares  shall  be  convertible
commencing December 28, 1996.

For  the  nine  months ended November 2, 1996, 28 shares of Series A Cumulative
Convertible Preferred stock has been converted into Common stock.

NOTE 8 - CONTRACTS:

In the aggregate,  the Company has four employment agreements requiring minimum
annual payments.  The  employment  agreements  extend  from March, 1996 through
October, 1999.

NOTE 9 - LEASE:

The Company signed a build-to-suit lease agreement with  a  12-year  term for a
new facility.  The minimum annual lease payments for the next five years  would
be approximately $721,000 and, thereafter, approximately $839,000 annually  for
the next seven years.

Any  renewal  options would be concluded at market rates negotiated at the time
of renewal.

NOTE 10 - STOCK OPTION PLAN:

On July 30, 1996  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 950,000 to 1,450,000;  (2) provide  that  non-qualified
options to  purchase  four  thousand  (4,000) shares of Common stock be granted
automatically to each person serving as  a  non-employee  director  immediately
following each Annual Meeting of shareholders.









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


GENERAL

The  Company  designs,  manufactures and markets a diverse range of proprietary
business and personal motivational  and  self-improvement  products,  including
wall decor, desk decor, books, audio tapes, video tapes, personalized gifts and
awards.   The  Company  sells  its  products through three primary distribution
channels:   direct  marketing,  retail stores  and  wholesale.   The  Company's
products  are marketed to a wide range  of  customers  and  clients,  including
Fortune 500  companies,  mid-sized  and  small  companies, corporate management
personnel and retail customers.

Although the Company utilizes multiple marketing 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 marketing  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  2,  1996  and October 28, 1995,
respectively, retail sales, direct mail sales, and wholesale distribution sales
(net product sales -- which exclude fees, royalties and other  income), account
for the following percentages of the Company's net product sales:

              FOR THE THREE MONTHS ENDED            FOR THE NINE MONTHS ENDED
              November 2,     October 28,           November 2,   October 28,
                 1996             1995                   1996          1995

    Retail        28%              29%                    31%           32%
    Direct 
    marketing     45%              48%                    50%           49%
    Wholesale
    distribution* 27%              23%                    19%           19%

      *Includes sales to franchisees.

Percentages for the three and nine months ended November 2, 1996  do not differ
materially from the same periods in the prior year.

The  gross  profit  margins  for retail sales attributable to Company-owned
stores are less than gross profit margins for Direct Marketing sales due to
shipping costs associated with the retail inventory,  as  well  as  differences
in the product  mix  between  the two channels.  The gross profit margin for
wholesale distributors  and  sales  to  franchisees  are  lower  than  Retail 
or Direct Marketing, since these sales are made at a discount from retail 
prices.

RESULTS OF OPERATIONS

QUARTER ENDED NOVEMBER 2, 1996 COMPARED TO QUARTER ENDED OCTOBER 28, 1995

Net product sales for the quarter  ended  November  2,  1996 increased 31.5% to
$14,224,000  compared  to $10,815,000 for the three months  ended  October  28,
1995.  Of the $3,409,000  net  product  sales  increase,  more  than 40% of the
increase is from wholesale sales, with Direct Marketing showing an  increase of
over  30% with the balance of the increase attributable to Retail sales.   Same
store sales  increased by 14.9% or $416,000 for the three months ended November
2, 1996, when  compared  to the same time period in the prior year.  

Cost of goods sold as a percentage of net  sales  was 45% for the three months
ended November 2, 1996 compared to 41.0% for the same three-month period ended
in the prior  year.   The  increase in the cost of goods  sold  percentage 
from 1996 compared to the prior  year is primarily the result of an increase
in wholesale sales which have a lower  gross  profit  margin and therefore 
lower the overall composite gross profit.

Operating  expenses  for  the  quarter were 54%  of  net  product  sales  which
represents a significant improvement over the 64% operating expenses which were
experienced in the same quarter  during the prior year.  This percentage change
reflects the leveraging of certain  expenses,  such as advertising and facility
costs, against greater sales.

Interest expense increased from $266,000 for the quarter ended October 28, 1995
to $399,000 for the quarter ended November 2, 1996,  an  increase  of $133,000.
This increase reflects additional borrowings which have occurred subsequent  to
the quarter ending October 28, 1995.

The  net income of $25,000 for the quarter ended November 2, 1996 compares to a
net loss  of  ($596,000) for the quarter ended October 28, 1995, an improvement
of $621,000.  As  a percentage of sales, net loss decreased from (5.5%) for the
quarter ended October  28,  1995  to a net income of 0.2% for the quarter ended
November 2, 1996.

NINE MONTHS ENDED NOVEMBER 2, 1996  COMPARED  TO  THE NINE MONTHS ENDED OCTOBER
28, 1995

Net product sales for the nine months ended November  2,  1996 increased 19% to
$37,358,000 compared to $31,294,000 for the nine months ended October 28, 1995.
Of the $6,064,000 of net product sales increase, approximately  43%  and 34% of
the   increase   is   attributable   to  Direct  Marketing  and  Retail  sales,
respectively.  The balance of the increase  is attributable to Wholesale sales.
Same  store  sales increased by 2.3% or $137,000  for  the  nine  months  ended
November 2, 1996,  when compared to the same time period in the prior year.  As
of November 2, 1996,  the  Company  operated 55 Retail locations compared to 53
locations as of October 28, 1995.  As of November 2, 1996 and October 28, 1995,
the Company had 44 and 42 Franchise locations,  respectively.   

Cost of goods sold as a percentage  of  net  sales was 43% for the nine months 
ended November 2, 1996 compared to 49% for the  same  nine-month  period ended 
in the prior  year.  The prior years cost of goods sold reflects inefficiencies 
which resulted  from  a  fulfillment system failure and other problems which
occurred during and after the Company's peak selling season.

Significant improvements  have been made in manufacturing processes, as well as
streamlining the Company's  order  fulfillment  system.  Operating expenses for
the  nine  months  ended  were  63%  of net product sales  which  represents  a
significant improvement over the 75% operating  expenses which were experienced
in the same nine-month period during the prior year.  This percentage change is
attributable to the leveraging of certain expenses,  such  as  advertising  and
facility costs, against greater sales.

Interest  expense increased from $749,000 for the nine months ended October 28,
1995 to $1,236,000  for  the nine months ended November 2, 1996, an increase of
$487,000.  This increase reflects  additional  borrowings  which  have occurred
subsequent to the nine months ended October 28, 1995.

The  Company's  effective  income  tax  rate was 39% for the nine months  ended
November 2, 1996.  The Company recorded a  tax benefit associated with the loss
before taxes of $2,743,000.

The  net  loss  of  ($1,623,000) for the nine months  ended  November  2,  1996
compares to a net loss  of  ($7,779,000)  for the nine months ended October 28,
1995,  an  improvement  of  $6,156,000.  As a percentage  of  sales,  net  loss
decreased from (24.9%) for the nine months ended October 28, 1995 to (4.3%) for
the nine months ended November 2, 1996.

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.  Subsequent to November 2,1996 the Company
sold convertible preferred stock for $5,000,000 and used $4,000,000 of the 
proceeds to pay down its term loan.

The Company paid $200,000 in cash for the acquisition  of  British  Links  Golf
Classics,  Inc.   See  Note  6  to  the  Notes  to  the  Consolidated Financial
Statements.

The Company received net proceeds of $1,532,000 for issuance  of  400 shares of
Series  A Cumulative Convertible Preferred Stock. The proceeds were used for 
general working capital purposes. See Note 7 to the  Notes to the Consolidated 
Financial Statements.

On December 17, 1996, the Company entered into amendments to its credit facility
which extend the maturity until May 1, 1998, increases the Company's revolving
line of credit to $4,000,000, reduces the Company's term loan to $4,475,000
and eliminates the personal guarantees of the Comapny's officers. See Note 4
to the Notes to the Consolidated Financial Statements.

On December 17, 1996, the Company entered into an agreement to sell convertible 
preferred stock for $5,000,000.

The Company's  net  working  capital  decreased  from $8,384,262 on February 3,
1996,  to  $5,213,340 on November 2, 1996.  The current  ratio  decreased  from
1:84:1 on February  3,  1996  to  1:37:1  on November 2, 1996.  The decrease in
working capital is due almost entirely to the  increase  in the current portion
of long-term debt.  Excluding the current portion of long-term  debt  from  the
net  working  calculation  results  in  only  a modest increase between the two
periods.

The Company's net property and equipment remained relatively even with February
3, 1996, decreasing 5.7% to  $10,009,303 at November  2, 1996.  The Company has
no major capital commitment as of November 2, 1996.





                   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.   As  previously reported, the
Company  is a defendant in a lawsuit filed by Culman Ventures,  Inc.  involving
the use of  the names and trademarks Success and Successories on dated calendar
products.   The  Company  believes  the  complaint  is  without  merit  and  is
vigorously defending the action.

ITEM 2. CHANGES IN SECURITIES
 
On Setember 16, 1996, the Company issued 400 shares of Series A Cumulative 
Convertible Preferred Stock 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. See Note 7
to the Notes to the Consolidated Financial Statements.
  
On December 17, 1996, the Company issued 1,212 shares of Series B 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.

The Series B Cumulative Convertible Preferred Stock is convertible into common
stock as follows:

          (i) 50% of the shares are convertible on the 61st day following the
              closing of the transaction;
          (ii) 100% of the shares are convertible on the 91st day following the 
               closing of the transaction.

The convertible preferred shares are entitled to a dividend at the rate of 
4.95% per annum.   

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

See Index to Exhibits on Page 15, immediately following the Signature page.

The Company filed  a  Current  Report  on  Form  8-K  dated  October  18,  1996
announcing  that  it  had  dismissed  Price  Waterhouse  LLP as its independent
accountants and that it had engaged Arthur Andersen LLP as  its new independent
accountants.
                            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:                               12/16/96                                By:

                                James M. Beltrame
                                President, Chief Operating Officer and Director
                                (Principal Executive Officer)


Date:                               12/16/96                                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:     12/16/96      By:     /S/ JAMES M. BELTRAME
                               James M. Beltrame
                               President, Chief Operating Officer and Director
                               (Principal Executive Officer)


Date:     12/16/96      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         By-laws of Registrant (1)

4.1         Specimen Common Stock Certificate (1)

10.1        Form of Franchising Agreement (3)

10.2        Employment Agreement with Arnold M. Anderson dated
            February 28, 1993 (1)

10.3        Credit Agreement with Harris Trust and Savings Bank (4)

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 (2)

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,  Steve  Larrick,  Michael H. McKee,
            Mervyn  C. Phillips, Jr., Michael Singletary, Guy E. Snyder and
            Peter C. Walts

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

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

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

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

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

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

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

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

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

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

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

10.23       Regulation S Securities Subscription Agreement between Successories,
            Inc. and Seacrest Capital Limited and Fairway Capital Limited
            dated September 16, 1996(filed herewith)        

21.1        Subsidiaries (4)



_____________________________


(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.