FORM 10-QSB. --- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)
X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                  For the  quarterly  period  ended  March 31,  1997  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 1-13518

                             Gaylord Companies, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

        (Exact name of small business issuer as specified in its charter)

           Delaware                                    31-1421571
--------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                    4006 Venture Court, Columbus, Ohio 43228
--------------------------------------------------------------------------------

                     (Address of Principal Executive Office)

                                 (614) 771-2777
--------------------------------------------------------------------------------

                                            (Issuer's telephone number)

         Check whether the issuer (1) 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

         State  the  number of shares  outstanding  of each of the  registrant's
classes of common equity, as of the last practicable date: 3,785,000 as of March
31, 1997.




<PAGE>



                             GAYLORD COMPANIES, INC.

                                      INDEX



                                                                          Page
                                                                         Number
PART I - FINANCIAL INFORMATION
 Item 1. Financial Statements
         Consolidated Balance Sheet as of March 31, 1997 (unaudited)          1

         Consolidated Statements of Operations (unaudited) for the
         Three months ended March 31, 1997 and 1996                           2

         Consolidated Statements of Cash Flows (unaudited) for the
         Three months ended March 31, 1997 and 1996                           3

         Notes to the financial statements                                  4-5
 Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                6-9
PART II - OTHER INFORMATION                                                  10
 Item 1. Legal Proceedings
 Item 2. Changes in Securities
 Item 3. Defaults Upon Senior Securities
 Item 4. Submission of Matters to a Vote of Security Holders
 Item 5. Other Information
 Item 6. Exhibits and Reports on Form 8-K
Signature                                                                    11

Exhibit Index                                                             14-16



<PAGE>


GAYLORD COMPANIES, INC.

<TABLE>
<CAPTION>
                                                CONSOLIDATED BALANCE SHEET

                                                      MARCH 31, 1997

                                                       (UNAUDITED)



                                                          ASSETS
<S>                                                                                                      <C>  

CURRENT ASSETS:
     Cash                                                                                                $               -
     Accounts receivable - trade                                                                                    46,448
     Other receivables                                                                                             192,535
     Inventories                                                                                                 2,192,998
     Prepaid expenses and other current assets                                                                     229,826
                                                                                                           ----------------

         TOTAL CURRENT ASSETS                                                                                    2,661,807

PROPERTY AND EQUIPMENT                                                                                             681,065

GOODWILL                                                                                                           118,952

DEFERRED INCOME TAXES                                                                                              398,187

INVESTMENT                                                                                                         125,000

OTHER ASSETS                                                                                                        28,044
                                                                                                           ----------------

                                                                                                         $       4,013,055
                                                                                                           ================

                                           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                                                    $       1,960,945
     Line of credit                                                                                                395,000
     Note payabe - short term                                                                                      120,000
     Sales tax payable                                                                                              88,710
     Current portion of long-term debt                                                                             164,994
     Current installments of capital lease obligations                                                               6,715
     Other current liabilities                                                                                     182,275
                                                                                                           ----------------

         TOTAL CURRENT LIABILITIES                                                                               2,918,639

     Senior Note                                                                                                   233,167
                                                                                                           ----------------

                                                                                                                 3,151,806
                                                                                                           ----------------

COMMITMENTS

STOCKHOLDERS' EQUITY:
     Receivable For Stock                                                                                         (168,571)
     Unearned Stock Compensation                                                                                  (212,981)
     Cumulative preferred stock, par value $.01 per share;  1,500,000 shares
         authorized, 60,000 shares issued and outstanding                                                          300,000
     Common stock, par value $.01 per share;  10,000,000 shares
         authorized, 3,785,000 shares issued and outstanding                                                        37,850
     Paid-in-capital in excess of par                                                                            2,487,438
     Retained earnings (deficit)                                                                                (1,582,487)
                                                                                                           ----------------

         TOTAL STOCKHOLDERS' EQUITY                                                                                861,249
                                                                                                           ----------------

                                                                                                         $       4,013,055
                                                                                                           ================

                                     See notes to consolidated financial statements.

                                                            1
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


GAYLORD COMPANIES, INC.

                                          CONSOLIDATED STATEMENT OF OPERATIONS

                                                      (UNAUDITED)

                                                                                              Three Months Ended
                                                                                                  March 31,
                                                                                      -----------------------------------
                                                                                           1997               1996
                                                                                      ----------------   ----------------

<S>                                                                                 <C>                <C>

NET SALES                                                                           $       2,907,690  $       2,884,819

COST OF GOODS SOLD, including store occupancy and
     delivery costs                                                                         2,259,115          2,206,362
                                                                                      ----------------   ----------------

GROSS PROFIT                                                                                  648,575            678,457
                                                                                      ----------------   ----------------

OPERATING EXPENSES:
     Store operating expenses                                                                 662,210            604,292
     Administrative                                                                           406,414            310,200
     Depreciation and amortization                                                             52,786             48,062
                                                                                      ----------------   ----------------
                                                                                            1,121,410            962,554
                                                                                      ----------------   ----------------

OPERATING INCOME (LOSS)                                                                      (472,835)          (284,097)
                                                                                      ----------------   ----------------

OTHER INCOME (EXPENSE):
     Interest expense - net                                                                   (81,255)           (76,817)
     Amortization of discount on notes payable                                                (18,500)                 -
     Other income (expense)                                                                       (15)           (14,355)
                                                                                      ----------------   ----------------
                                                                                              (99,770)           (91,172)
                                                                                      ----------------   ----------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)                                            (572,605)          (375,269)

INCOME TAX EXPENSE (BENEFIT)                                                                    1,663           (150,107)
                                                                                      ----------------   ----------------

NET INCOME (LOSS)                                                                   $        (574,268) $        (225,162)
                                                                                      ================   ================

EARNINGS (LOSS) PER COMMON SHARE                                                    $           (0.16) $           (0.08)
                                                                                      ================   ================

WEIGHTED AVERAGE COMMON SHARES USED                                                         3,685,000          2,750,000
                                                                                      ================   ================



















                                    See notes to consolidated financial statements.

                                                           2
</TABLE>

<PAGE>


<TABLE>
<CAPTION>



GAYLORD COMPANIES, INC. AND SUBSIDIARIES

                                                  CONSOLIDATED STATEMENT OF CASH FLOWS

                                                              (UNAUDITED)


                                                                                                       Three Months Ended
                                                                                                           March 31,
                                                                                               -----------------------------------
                                                                                                    1997               1996
                                                                                               ---------------    ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                          <C>                <C>   

     Net income (loss)                                                                       $       (574,268)  $        (225,162)
                                                                                               ---------------    ----------------
     Adjustments to reconcile net income (loss) to net
     cash provided (used) by operating activities:
         Depreciation and amortization                                                                 52,786              48,062
         Noncash imputed compensation expense                                                          33,686                   -
         Amortization of discounts on notes payable                                                    18,500                   -
         Changes in assets and liabilities:
            Decrease (increase) in accounts receivable                                                 33,881               9,529
            Decrease (increase) in other receivables                                                  (15,319)            (21,426)
            Decrease (increase) in inventory                                                           17,242             (38,243)
            Decrease (increase) in prepaid expenses and other assets                                  (19,287)                127
            Decrease (increase) in refundable income taxes                                                  -            (150,250)
            Increase (decrease) in accounts payable                                                   (34,709)           (110,588)
            Increase (decrease) in sales tax payable                                                 (101,764)           (100,485)
            Increase (decrease) in other current liabilties                                           (72,675)           (138,430)
                                                                                               ---------------    ----------------
                Total adjustments                                                                     (87,659)           (501,704)
                                                                                               ---------------    ----------------
  
               NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                                      (661,927)           (726,866)
                                                                                               ---------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                                (3,836)             (1,501)
                                                                                               ---------------    ----------------
                NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                       (3,836)             (1,501)
                                                                                               ---------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of debt                                                                         -             395,000
     Repayments of debt                                                                              (150,000)            (48,775)
     Principal payments of capital lease obligations                                                   (2,755)             (2,751)
                                                                                               ---------------    ----------------
                NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                     (152,755)            343,474
                                                                                               ---------------    ----------------

NET INCREASE (DECREASE) IN CASH                                                                      (818,518)           (384,893)

CASH AT BEGINNING OF PERIOD                                                                           818,518             899,019
                                                                                               ---------------    ----------------

CASH AT END OF PERIOD                                                                        $              -   $         514,126
                                                                                               ===============    ================


SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Cash paid during the period for:
         Interest                                                                            $         64,068   $          15,612
                                                                                               ===============    ================

         Income taxes                                                                        $       -          $               -
                                                                                               ===============    ================





                                            See notes to consolidated financial statements.

                                                                   3
</TABLE>

<PAGE>
                    GAYLORD COMPANIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        THREE MONTHS ENDED MARCH 31, 1997

                                   (UNAUDITED)



1.       BASIS OF PRESENTATION

                  The  accompanying  financial  statements  are  unaudited,  but
         reflect  all  adjustments  which,  in the  opinion of  management,  are
         necessary for a fair presentation of financial position and the results
         of operations for the interim periods  presented.  All such adjustments
         are of a normal and recurring nature. The results of operations for any
         interim period are not necessarily indicative of the results attainable
         for a full fiscal year.

2.       LOSS PER SHARE

                  Per  share  information  is  computed  based  on the  weighted
         average number of shares  outstanding during the period with net income
         (loss) reduced by preferred stock dividends.


3.       CONSULTING AGREEMENT

                  In February  1997,  the Company  issued  150,000  shares to an
         individual in exchange for a two year consulting agreement.  The shares
         were valued at their fair value which results in a consulting charge of
         $150,000  which  is  being  amortized  over  the two  year  term of the
         consulting agreement.

4.       LOAN AGREEMENT

         In April 1997, the Company  entered into a loan and security  agreement
         (the  "Agreement")  with  Greenfield  Commercial  Credit,  L.L.C.  (the
         "Lender").   Pursuant  to  the  agreement,  the  lender  established  a
         revolving  credit loan  facility  for the Company in an amount of up to
         $1,000,000  (the  "Revolving  Credit  Loan") and  advanced  $350,000 at
         closing as a term loan (the "Term  Loan").  The Term Loan and Revolving
         Credit Loan are referred to as the "Loans".

         The Revolving  Credit Loan bears  interest at the prime rate plus eight
         percent per annum.  The Term Loan bears interest at the prime rate plus
         five and eighty-five hundredths

                                        4

<PAGE>



         percent per annum.  The  Revolving  Credit Loan is payable upon demand,
         but if demand is not made,  than not later than July 22, 1997,  subject
         to the  Company's  right to extend the maturity  date until October 20,
         1997 upon the payment of an extension  fee of $5,000.  The Term Loan is
         payable  upon  demand,  but if demand is not made,  then not later than
         October 20, 1997. The Loans are secured by a lien on substantially  all
         of  the  Company's  assets.  The  Loans  have  been  guaranteed  by the
         Company's  Chairman of the Board and Chief  Executive  Officer and such
         guarantee is secured by a third  mortgage on his  principal  residence.
         The proceeds of the loans were used  primarily to repay amounts owed to
         Bank One Columbus, N.A. and for working capital purposes.

                                        5

<PAGE>

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


FORWARD - LOOKING STATEMENTS

         When used in the Form 10-QSB and future filings by the Company with the
Securities and Exchange  Commission,  the words or phrase "will likely  result",
"the Company expects", "will continue", "is anticipated", "project" or "outlook"
or similar  expressions are intended to identify  "forward  looking  statements"
within the meaning of the Private Securities  Litigation Reform Act of 1995. The
Company  wishes  to  caution  readers  not  to  place  undue  reliance  on  such
forward-looking  statements,  each of which speak only as of the date made. Such
statements  are  subject to certain  risks and  uncertainties  that could  cause
actual results to differ materially from historical earnings and those presently
anticipated or projected.  The Company has no obligation to publicly release the
result of any revisions which may be made to any  forward-looking  statements to
reflect anticipated or unanticipated events or circumstances occurring after the
date of such statements.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1996 and 1997

         Consolidated Operations

         The Company  incurred a net loss of $574,268 in the three  months ended
March 31, 1997 as compared to a net loss of $225,162 for the  comparable  period
in the prior year.  Management  believes  that the  increase in the net loss was
primarily due to lower comparable store sales,  higher store operating  expenses
and higher  administrative  expenses in the three months ended March 31, 1997 as
compared to the same period in 1996.  Additionally,  the Company  recorded a tax
expense of $1,663 in the three  months ended March 31, 1997 as compared to a tax
benefit of $150,107 for the prior year.

         Net sales in the three months ended March 31, 1997 were $2,907,690,  an
0.8%  increase  over net sales of $2,884,819  for the  comparable  period in the
prior year.  Management believes that the increase was due primarily to the fact
that while comparable store sales decreased 5.2%, the two newest Cookstores that
were  opened on  December  1, 1996  contributed  additional  sales for the three
months ended March 31, 1997 as compared to the same period in the prior year.

         Cost of goods sold,  including store occupancy and delivery costs,  was
$2,259,115  for the three months ended March 31, 1997 as compared to  $2,206,362
for the  three  months  ended  March 31,  1996.  Management  believes  that such
increase  was due  primarily  to addition of the costs of goods sold,  including
store  occupancy  and delivery  costs from the two newest  Cookstores  that were
opened on December 1, 1996.  Gross profit as a percentage of net sales was 22.3%
for the three  months  ended March 31, 1997 as compared to 23.5% during the same
period in 1996.  Management  believes  that the  decrease  in gross  profit as a
percentage of net sales in the

                                       -6-
<PAGE>



three  months  ended  March 31, 1997 as compared to the same period in the prior
year is due primarily to the fact that while  comparable  store sales decreased,
occupancy costs remained relatively fixed.

         Store operating expenses for the three months ended March 31, 1997 were
$662,210  compared  to  $604,292  for the three  months  ended  March 31,  1996.
Management  believes that the increase in such expenses was due primarily to the
addition of store level expenses from the two newest Cookstores that were opened
on December 1, 1996.  Store  operating  expenses were 22.8% of net sales for the
three  months  ended  March 31,  1997 as compared to 21.0% in the same period in
1996.  Management believes that the increase in such expenses as a percentage of
net sales is due primarily to the fact that while store level operating expenses
increased  in the three  months  ended  March 31,  1997 as  compared to the same
period in the prior year, comparable store sales decreased.

         Administrative  expenses for the three months ended March 31, 1997 were
$400,164  compared  to  $310,200  for the three  months  ended  March 31,  1996.
Management  believes  that  the  increase  in  administrative  expenses  is  due
primarily to an increase in various professional,  consulting and financing fees
and  expenses in the three  months  ended March 31, 1997 as compared to the same
period in the prior year.

         Depreciation and amortization for the three months ended March 31, 1997
were $52,786 compared to $48,062 for the three months ended March 31, 1996.

         Interest  expenses  for the three  months  ended  March  31,  1997 were
$84,953 compared to $76,817 for the three months ended March 31, 1996.

         Amortization  of discount on notes  payable for the three  months ended
March 31, 1997 was $18,500  compared to $0 for the three  months ended March 31,
1996.

         Cookstore Operations

         Net sales in the three  months  ended March 31, 1997 were  $747,534,  a
29.0%  increase  over net sales of $579,541  during the same period in the prior
year. The increase was due primarily to the opening of the two newest Cookstores
on  December  1,  1996.  Comparable  store net sales were down 1.0% in the three
months ended March 31, 1997 as compared to the same period in the prior year.

         Cost of goods sold,  including store occupancy and delivery costs,  was
$578,633  for the three  months ended March 31, 1997 as compared to $420,425 for
the three months ended March 31, 1996.  Management  believes  that such increase
was due  primarily  to the  increased  level of sales and the  inclusion  of the
occupancy costs for the two newest  Cookstores opened on December 1, 1996. Gross
profit as a  percentage  of net sales was 22.6% for the three months ended March
31,  1997 as  compared  to 27.5%  during  the same  period  in 1996.  Management
believes that the primary  reasons for the lower gross profit as a percentage of
net sales for the three  months  ended March 31,  1997,  as compared to the same
period in 1996, are higher

                                       -7-
<PAGE>



occupancy  costs as a  percentage  of net sales due  primarily  to a lower  than
normal  level of sales in the two  newest  Cookstores  that were  just  recently
opened and have not yet reached  maturity and lower comparable store sales while
occupancy costs in the comparable stores remained relatively fixed.

         Bookstore Operations

         Net sales in the three months ended March 31, 1997 were  $2,160,156,  a
6.3%  decrease  over net  sales of  $2,305,278  in the  prior  year.  Management
believes  that the  decrease  was due  primarily  to the fact  that  Superstores
bookstores in Cincinnati and Columbus  (Sawmill Road) posted  significant  sales
decreases  in  the  three  months  ended  March  31,  1997  as a  result  of new
competition  from stores operated by Barnes and Noble,  Inc. and  Borders-Walden
Group,  Inc., in close proximity.  All Bookstore net sales are comparable in the
period.

         Cost of goods sold,  including store occupancy and delivery costs,  was
$1,680,482  for the three months ended March 31, 1997 as compared to  $1,785,936
for the three months ended March 31, 1996.  Gross profit as a percentage  of net
sales was 22.2% for the three  months  ended March 31, 1997 as compared to 22.5%
during the same period in 1996.  Management  believes  that the  decrease in the
gross profit as a  percentage  of net sales for the three months ended March 31,
1997 as  compared  to the same  period in the prior  three  months  ended is due
primarily  to the fact that while  sales  decreased,  occupancy  costs  remained
relatively fixed.

         LIQUIDITY AND CAPITAL RESOURCES

         At March 31,  1997,  the  Company  had a  working  capital  deficit  of
$256,832  compared to working capital of $231,457 at year end December 31, 1996.
This $488,289 decrease is primarily attributable to the net loss incurred during
the quarter. Cash used by operating activities was $661,972,  resulting from the
net loss of $568,018  adjusted by non-cash  charges of $98,722 and  decreased by
changes in operating assets and liabilities of $192,631.

         In April 1997, the Company  entered into a loan and security  agreement
(the  "Agreement")  with Greenfield  Commercial  Credit,  L.L.C. (the "Lender").
Pursuant  to the  agreement,  the lender  established  a  revolving  credit loan
facility for the Company in an amount of up to $1,000,000 (the "Revolving Credit
Loan") and advanced  $350,000 at closing as a term loan (the "Term  Loan").  The
Term Loan and Revolving Credit Loan are referred to as the "Loans".

         The Revolving  Credit Loan bears  interest at the prime rate plus eight
percent per annum.  The Term Loan bears interest at the prime rate plus five and
eighty-five  hundredths  percent per annum. The Revolving Credit Loan is payable
upon  demand,  but if  demand is not made,  than not later  than July 22,  1997,
subject to the  Company's  right to extend the maturity  date until  October 20,
1997 upon the payment of an  extension  fee of $5,000.  The Term Loan is payable
upon  demand,  but if demand is not made,  then not later than October 20, 1997.
The Loans are secured by a lien on  substantially  all of the Company's  assets.
The Loans have been guaranteed by the Company's  Chairman of the Board and Chief
Executive Officer and such guarantee is

                                      -8-
<PAGE>


secured by a third mortgage on his principal residence. The proceeds of the 
loans were used primarily to repay amounts owed to Bank One Columbus, N.A. and 
for working capital purposes.

         The failure of the Company to refinance  the Loans,  of which there can
be no  assurance,  would  have a material  adverse  effect on the  Company.  The
Company is  seeking  to raise  additional  equity  capital  and to obtain a more
permanent credit  facility.  The Company believes that it is necessary for it to
obtain such financing for it to be able to increase the number of cookstores and
become profitable.

         At March 31, 1997, the Company had  approximately  $398,000 recorded as
deferred tax assets,  representing  amounts the Company believes are more likely
than not to  recovered  through  future  operations,  of which  there  can be no
assurance. Taxable income would need to aggregate approximately $1,000,000 prior
to expiration of the related net operating loss  carryforwards in the year 2011,
for the Company to realize their full benefit.  The Company's  evaluation of the
recoverability  of the  deferred  tax  assets  is based on  certain  assumptions
regarding future operations,  of which there can be no assurance.  Specifically,
such evaluation  assumes an annualized  profitability  on the two new cookstores
opened in  December  1996,  the  anticipation  of  opening  two  additional  new
cookstores  within  three years of  December  31, 1996 and that such stores will
experience similar profitability to the Company's existing Cookstores.



                                      -9-



<PAGE>

PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS - None

Item 2.           CHANGES IN SECURITIES - None

Item 3.           DEFAULTS UPON SENIOR SECURITIES - None

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - None
Item 5.           OTHER INFORMATION - None

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  a)       Exhibit Index

                  b)       Reports on Form 8-K

                           The  Company  did not  file any  reports  on Form 8-K
                           during  the  three   months  ended  March  31,  1997.
                           However,  the Company filed a report on Form 8-K with
                           respect  to  the  loans  from  Greenfield  Commercial
                           Credit, L.L.C. on May 8, 1997.




                                      -10-

<PAGE>





                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                           GAYLORD COMPANIES, INC.



                                           By: /s/     John Gaylord
                                           Chairman and Chief Executive Officer
Date:      May 19, 1997






                                      -11-


<PAGE>



Number                              Description of Exhibit


1.1  --  Form of Underwriting Agreement between the Company and the 
         Underwriters.+
3.1  --  Certificate of Incorporation of the Company.+
3.2  --  By-Laws of the Company.+
4.1  --  Form of Warrant Agreement between the Company and Continental Stock 
         Transfer & Trust Company, as warrant agent.+
4.2  --  Specimen Certificate of the Company's Common Stock.+
4.3  --  1994 Stock Option Plan, as amended.+
4.4  --  Specimen Certificate of the Company's Warrant.+
4.5  --  Form of Underwriter's Warrants.+
4.6  --  Option Agreement between the Company and Lido Equities Corp.**
4.7  --  Option Agreement between the Company and Solay, Inc.**
4.8  --  Stock Option Agreement between the Company and Rodika Salter.**
4.9  --  Form of Convertible Note.**
10.1 --  Form of Employment Agreement between the Company and John D. Critser.+
10.2 --  Form of Employment Agreement between the Company and John Gaylord.+
10.3 --  Form of Employment Agreement between the Company and George Gaylord.+
10.4 --  Agreements between the Subsidiaries and Bank One, Columbus, N.A.+
10.5 --  Exchange Agreement, dated as of August 1, 1994, by and among George 
         Gaylord, John Gaylord, Janet Gaylord Goodburn, Susan Gaylord Noble, 
         Judy Gaylord, Jennifer Lynn Gaylord, John D. Critser and Gaylord 
         Companies, Inc.+
10.6     -- Lease, dated September 30, 1987, between UAP-Columbus  JV326132,  as
         Landlord, and Gaylord Book Company, as Tenant, as amended, for premises
         located at 1655 and 1657 West Lane Avenue, Lane Avenue Shopping Center,
         Upper Arlington, Ohio.+
10.7 --  Lease,  dated  December  15,  1988,  between  Retail  Projects  of
         Cincinnati,  Inc.,  as Landlord,  and Little  Professor  Enterprises,
         Inc.,  as Tenant,  as  subsequently  assigned to  Gaylord's  Inc. and
         amended,  for premises located at Space 180, Forest Fair Mall, Forest
         Park, Ohio.+
10.8     -- Lease,  dated  June 13,  1989,  between  UAP-Columbus  JV326132,  as
         Landlord, and The Cookstore,  Inc., as Tenant, as amended, for premises
         located at 1677 West Lane Avenue,  M-1/4 and M-6, Lane Avenue  Shopping
         Center, Upper Arlington, Ohio.+
10.9     --  Lease,  dated  September  24,  1990,  between  Planned  Communities
         Company,  as  Landlord,  and Little  Professor  Enterprises,  Inc.,  as
         Tenant,  for premises  located at Worthington  Square Shopping  Center,
         Worthington, Ohio.+
10.10    -- Lease,  dated July 16, 1992, between Sawmill Place Plaza Associates,
         as Landlord,  and Little  Professor  Enterprises,  Inc., as Tenant,  as
         amended,  for premises known as Space 122, Plaza at Sawmill Place, 2700
         Sawmill Place Blvd., Columbus, Ohio.+
10.11    -- Lease, dated September 10, 1993, between UAP-Columbus,  JV326132, as
         Landlord,  and Gaylord  Book Co.,  Inc.,  as Tenant,  as  amended,  for
         premises located at 1595 West Lane Avenue, Upper Arlington, Ohio.+
10.12    -- Lease,  dated  September  13,  1993,  between  Aetna Life  Insurance
         Company,  as Landlord,  and Gaylord  Companies,  Inc.,  as Tenant,  for
         premises located at Worthington Mall, Worthington, Ohio.+

                                       12

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Number            Description of Exhibit



10.13 -- Lease, dated October 21, 1993, between Greater Boardman Plaza, Inc., as
         Landlord, and Gaylord Enterprises, Inc., as Tenant, for premises 
         located at Room No. 101, Greater Boardman Plaza Shopping Center, 255
         Boardman-Canfield Road, Youngstown, Ohio.+
10.14    -- Lease,  dated July 15, 1994,  between  Glimcher  Properties  Limited
         Partnership,  as  Landlord,  and  Gaylord  Companies,  as  Tenant,  for
         premises  located  at the  Mall  at  Fairfield  Commons,  Store  #E181,
         Beavercreek, Ohio.+
10.15    -- Lease, dated August 19, 1994, between DeBartolo Capital Partnership,
         as Landlord, and The Cookstore Inc., as Tenant, for premises located at
         Room 240, Summit Mall Shopping Center, 3265 West Market Street,  Akron,
         Ohio.+
10.16    --  Sublease,  dated  August  31,  1994,  between  J.E.  Hanger,  Inc.,
         sublessor and The Gaylord  Companies,  Inc.,  sublessee,  as a sublease
         under the master lease dated April 23, 1991 between Teachers  Insurance
         and Annuity Association,  as lessor, and J. E. Hanger, Inc., as lessee,
         for premises located at 4006 Venture Court, Columbus, Ohio.+
10.17    --  Consignment  Agreement,  dated  February 25, 1989,  between  Ingram
         Industries,  Inc., as  Consignor,  and  Gaylord's,  Inc., as Consignee,
         relating to the store  located at 1018  Forest Fair Drive,  Cincinnati,
         Ohio.+
10.18    --  Consignment  Agreement  dated May 21,  1991,  between  Ingram  Book
         Company,  as  Consignor,  and Little  Professor  Enterprises,  Inc., as
         Consignee,  relating to the store  located at 155  Worthington  Square,
         Worthington, Ohio.+
10.19    -- Consignment Agreement,  dated February 10, 1993, between Ingram Book
         Company, as Consignor, and Gaylord Book Company, as Consignee, relating
         to the store located at 1646 W.
         Lane Avenue, Columbus, Ohio.+
10.20    -- Consignment Agreement,  dated February 10, 1993, between Ingram Book
         Company,  as  Consignor,  and Little  Professor  Enterprises,  Inc., as
         Consignee,  relating  to  the  store  located  at  6490  Sawmill  Road,
         Columbus, Ohio.+
10.21    -- Consignment  Agreement,  dated  December  1993,  between Ingram Book
         Company,  as Consignor,  and Gaylord  Enterprises,  Inc., as Consignee,
         relating to the store located at 101 Boardman-Canfield  Road, Boardman,
         Ohio.+
10.22 -- License Agreement, dated as of January 1, 1994, between Sawworth Book 
         Company, as License Owner, and Little Professor Book Centers, Inc., as 
         Franchisor, relating to 155 Worthington Square, Worthington, Ohio. +
10.23    -- License  Agreement,  dated as of January 1, 1994,  between  Sawworth
         Book Company,  as License  Owner,  and Little  Professor  Book Centers,
         Inc., as Franchisor, relating to 6490 Sawmill Road, Columbus, Ohio.+
10.24    -- License  Agreement,  dated as of January  1, 1994,  between  Gaylord
         Enterprises, Inc., as License Owner, and Little Professor Book Centers,
         Inc., as Franchisor,  relating to 101 Boardman-Canfield Road, Boardman,
         Ohio.+
10.25    -- License  Agreement,  dated as of January 1, 1994, between Gaylord's,
         Inc., as License Owner,  and Little  Professor  Book Centers,  Inc., as
         Franchisor, relating to 1018 Forest Fair Drive, Cincinnati, Ohio.+
10.26 -- License Agreement, dated as of January 1, 1994, between Gaylord Book 
         Company, as License Owner, and Little Professor Book Centers, Inc., as 
         Franchisor, relating to 1657 W. Lane Avenue, Columbus, Ohio.+

                                       13

<PAGE>


Number            Description of Exhibit


10.27    --  Agreement,  dated as of January 1, 1994,  between  the  Company and
         Little Professor Book Centers, Inc.+
10.28 -- Letter Agreement, dated September 12, 1994, from Little Professor Book 
         Centers, Inc. to Gaylord Family Limited.+
10.29 -- Mutual Release Agreement, dated September 12, 1994, among Little 
         Professor Book Centers, Inc. and the Company Gaylord's, Inc., Gaylord 
         Family Investments, Inc., Gaylord Book Company, Sawworth Book Company,
         Gaylord Enterprises, Inc., Gaylord Family Limited, George Gaylord and
         John Gaylord.+
10.30 -- Form of Engagement Agreement: Financial Consultant Services between the
         Underwriter and the Company.+
10.31 -- Consulting Agreement dated as of April 23, 1996 by and between Solay, 
         Inc. and the Company.**
10.32 -- Consulting  Agreement  between the Company and Lido  Equities  Corp.**
10.33 -- Amendments  to  Agreements  between the Company and Bank One Columbus,
          N.A.** 
10.34 -- Amendment No. 1 to Employment  Agreement between the Company and John  
         Critser.**  
10.35 -- Amendment No. 1 to Employment  Agreement  between the Company and John 
         Gaylord.**  
10.36 -- Amendment No. 1 to  Employment Agreement between the Company and George
         Gaylord.** 
16.1  -- Letter from KPMG Peat Marwick, LLP on change in certifying accountant.+
21.1 --  List of Subsidiaries.+ 
27.1 --  Financial Data Schedule.


+ Previously filed with the Registration Statement on Form SB-2, Registration 
  No. 33-90832.
** Previously filed with the Registration Statement on Form SB-2, Registration 
   No. 33-07324.


                                       14

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