SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                            FORM 10-K
(Mark One)

[ X ]   Annual Report Pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934 (Fee required)

For fiscal year ended February 28, 1998 or

[   ]   Transition report pursuant to Section 13 or 15(d) of
        the Securities Exchange Act of 1934 (no fee required)

For the transition period from __________ to ____________.

Commission File Number:  0-24390

         _______________Trend-Lines, Inc.______________
     (Exact Name of Registrant as Specified in Its Charter)

         Massachusetts                                   04-2722797
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                       Identification No.)
                                                 
135 American Legion Highway, Revere, Massachusetts          02151
                                                          (Zip Code)
(Address of Principal Executive Offices)


                         (781) 853-0900
      (Registrant's Telephone Number, Including Area Code)

   Securities registered pursuant to Section 12(b) of the Act:

                              None

   Securities registered pursuant to Section 12(g) of the Act:

              Class A Common Stock, $.01 par value

    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  by  check mark if disclosure of  delinquent  filers
pursuant  to Rule 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment  to  the
Form 10-K. [ X ]

    The aggregate market value of the registrant's Class A Common
Stock,  $.01 par value, held by non-affiliates of the  registrant
as  of  April 30, 1998 was $81,035,023 based on the closing price
of  $7.625  on  that date on the Nasdaq National Market.   As  of
April  30,  1998,  5,889,478 shares of the registrant's  Class  A
Common  Stock,  $.01 par value, were outstanding,  and  4,738,066
shares  of the registrant's Class B Common Stock, $.01 par value,
were outstanding.

               DOCUMENTS INCORPORATED BY REFERENCE

    Portions  of  the registrant's Proxy Statement involving  the
election  of directors, which is expected to be filed within  120
days  after  the  end  of  the  registrant's  fiscal  year,   are
incorporated by reference in Part III of this Report.

<PAGE>

                             PART I

ITEM 1.  BUSINESS

      Except for the historical information contained herein, the
discussion in this Report and any document incorporated herein by
reference   contains  certain  forward-looking  statements   that
involve  risks  and  uncertainties, such  as  statements  of  the
Company's   plans,   strategies,  objectives,  expectations   and
intentions.   The cautionary statements made in the  Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations  -- Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995" should be read as being applicable
to  all  forward-looking statements wherever  they  appear.   The
Company's  actual  results  could differ  materially  from  those
discussed  or incorporated herein.  Factors that could  cause  or
contribute  to  such  differences  include  those  discussed   in
Management's  Discussion and Analysis of Financial Condition  and
Results of Operations as well as those discussed elsewhere herein
or the documents incorporated herein by reference.

The Company

   Trend-Lines, Inc. (the "Company") is a specialty  retailer  of
power  and  hand tools and accessories, as well as golf equipment
and  supplies.  The Company was formed in 1981, and in  1983  the
Company  began  mailing  its Trend-Lines  catalog  and  opened  a
Woodworkers  Warehouse outlet store in its  distribution  center.
The  Company opened its first Woodworkers Warehouse retail  store
in  1986  and  as of February 28, 1998, operated 109  Woodworkers
Warehouse stores.  In January 1995, the Company further  expanded
its tool retail operations by acquiring 17 Post Tool stores and a
distribution center for those stores and as of February 28, 1998,
operated 24 Post Tool stores.  The Company purchased the Golf Day
name  and mailing list in 1989, mailed its first Golf Day catalog
in  1990,  opened  a  Golf Day outlet store in  its  distribution
center in January 1991 and, as of February 28, 1998, operated  71
Golf Day stores.  All of the Company's Woodworkers Warehouse  and
Golf  Day  retail  stores are located in the Northeast  and  Mid-
Atlantic  regions,  except  for 3  Golf  Day  stores  located  in
California.   The Company's 24 Post Tool stores  are  located  in
California except for one store located in Nevada.

  Effective January 1, 1998, the Company acquired 13 Nevada Bob's
franchised stores located in the New England area from a  private
investment partnership.  Total sales of the 13 stores during 1996
were  approximately  $20  million.   All  of  these  stores  were
immediately converted to Golf Day stores and are included in  the
71  Golf  Day  stores operated by the Company as of February  28,
1998.

   The  Company was incorporated in Massachusetts in  1981.   The
principal  executive offices of the Company are  located  at  135
American  Legion Highway, Revere, Massachusetts  02151,  and  its
telephone  number  is (781) 853-0900.  As used herein,  the  term
Company  refers  to  Trend-Lines,  Inc.  and  its  wholly   owned
subsidiary, Post Tool, Inc.




The Woodworking Tool Industry

    According  to the "Woodworking in America"(Trademark)  survey
sponsored  in  1995  by  the  American Woodworker  Magazine  (the
"Woodworking  Survey"), approximately 10% of  the  United  States
adult population, or nearly 18.6 million people, are involved  in
woodworking activities, spending more than $6.3 billion  annually
on  equipment  and accessories used specifically for  woodworking
projects.  Major items in this category include power tools; wood
finishes;  hand  tools;  blades,  bits  and  cutters;  glue   and
adhesives;  abrasives;  sharpening  equipment;  books  and  other
equipment  and supplies.  Approximately 40% of the  total  amount
spent, or $2.6 billion, is spent on power tools.

     Woodworkers   range  from  home  workshop   enthusiasts   to
professionals involved in a wide variety of activities, including
home  construction and remodeling, cabinet and  furniture  making
and   other  woodworking  projects.   More  advanced  woodworkers
participate  in  activities that require a greater  skill  level,
such  as  cabinet  making, architectural  woodworking,  furniture
making,  millwork  and veneering.  According to  the  Woodworking
Survey,  woodworkers have been involved in woodworking an average
of approximately fifteen years, and the typical woodworker spends
an  average  of  more than six hours per week  in  the  workshop.
Further, as interest and/or skill level increase, factors such as
a  wide variety and selection of merchandise and availability  of
hard-to-find items and well-known brand name products become more
important to the woodworking customer.

The Golf Industry

   Over 26 million Americans played 550 million rounds of golf in
1997.   This  was  a 7% increase in the number  of  golfers  that
participated in the sport and a 14.6% increase in the  number  of
rounds  played, according to the National Golf Foundation's  1997
report  on  golf  participation in the United  States.  A  strong
economy,  hundreds of new courses and Tiger Woods are  among  the
factors  that  combined to make 1997 an excellent year  for  golf
participation.  Major items in this category include clubs, bags,
hand   carts,   balls,  training  aids,  golf   shoes,   apparel,
accessories and gift items.

Business Strategy

    The  Company's business strategy is designed to maximize  the
Company's  future growth by building upon the Company's  position
as  a  leading specialty retailer.  The Company utilizes the same
business strategy in two niche markets:  power and hand tools and
accessories, as well as golf equipment and accessories.  The  key
elements of the Company's business strategy are as follows:

 -- Expansion  of retail store operations.  The Company  plans  to
    continue  to  expand its retail store operations  by  opening
    approximately  45 to 55 stores in fiscal 1998.   The  Company
    intends  to  continue to focus its retail store  openings  in
    existing  markets or markets in close proximity to  those  in
    which  it  is currently operating in order to take  advantage
    of  its  distribution system.  The Company may also  consider
    expansion  of  its retail store operations through  strategic
    acquisitions.
  
 -- Complementary store and catalog operations.  The  strong  name
    recognition  of  the  Company's  Trend-Lines  and  Golf   Day
    catalogs,   combined  with  the  customer  base  and   market
    knowledge that have resulted from its catalog operations,  is
    facilitating  the expansion of the Company's  retail  stores.
    Management  uses catalog information, among other things,  in
    identifying   new   store   markets   and   determining   the
    appropriate product mix for its retail stores.
  
 -- Cost-effective  operations.  The Company consistently  strives
    to  lower the cost of its operations.  In operating its  tool
    and   golf  businesses  in  the  Northeast  and  Mid-Atlantic
    regions,  the  Company  uses a single  facility  with  common
    management  and common or parallel information, telemarketing
    and  distribution  systems, in order to  achieve  operational
    efficiencies.   The  Company supports its  Post  Tool  stores
    through   a   distribution   center   located   in   Hayward,
    California.  Its Post Tool and Golf Day West operations  have
    been  integrated  into  the Company's management  information
    systems.
  
 -- Breadth  and  depth of product selection.  The Company  offers
    breadth and depth of product selection, including many  hard-
    to-find items, and high quality brand name and private  label
    merchandise.
  
 -- Low   prices   and  matching  product/price  guarantee.    The
    Company's competitive pricing strategy features everyday  low
    prices  combined  with special sales and  promotions,  and  a
    matching  product/price guarantee on  any  identical  product
    sold by a competitor.
  
 -- Expert  customer service.  The Company provides its  customers
    with  expert  customer  service through experienced,  trained
    personnel  who  have extensive knowledge about  the  products
    sold by the Company.
  
 -- Customer   convenience.    The  Company  strives  to  maximize
    convenience  to its customers by providing ample parking  and
    fast in-and-out service.


Expansion Strategy

   As  of February 28, 1998, the Company operated 109 Woodworkers
Warehouse  stores in the Northeast and Mid-Atlantic  regions;  71
Golf Day stores in the Northeast and Mid-Atlantic regions as well
as  California; and 23 Post Tool stores in California  and  1  in
Nevada.   In  fiscal  1997,  the Company  opened  18  Woodworkers
Warehouse  and  Post  Tool stores and 33 Golf  Day  stores  which
includes the acquisition of the 13 Nevada Bob's franchised stores
which  were  converted to Golf Day stores (see "The Company"  and
Note 3 to the Consolidated Financial Statements), while closing 4
Woodworkers Warehouse stores and 2 Golf Day stores.  The  Company
plans  to  open  approximately 45 to 55 retail stores  in  fiscal
1998.

   The  Company  intends to continue to focus store  openings  in
existing markets or markets in close proximity to those in  which
it  is  currently  operating in order to take  advantage  of  its
distribution  system,  as  well as the strong  name  recognition,
customer  base and market knowledge that have resulted  from  the
Company's catalog operations.  When appropriate, the Company  may
also  seek to open new Woodworkers Warehouse and Golf Day  stores
side-by-side  or  in the same strip mall.  The Company  may  also
consider  expansion  of  its  retail  store  operations   through
strategic acquisitions.

   When deciding whether to enter a new market or open additional
stores  in  existing markets, the Company evaluates a  number  of
criteria,  including size and growth pattern of  the  population,
local  demographics,  sales  volume potential,  competition,  the
potential  effect of a new store on existing stores in  the  same
area, real estate occupancy expense, traffic patterns and overall
level  of retail activity.  Stores typically are located in high-
traffic  areas  with  adequate parking  to  support  their  sales
volume.

     The  cost  of opening a new store (exclusive of distribution
center  inventory),  including fixtures,  equipment  and  nominal
preopening  expenses, averages approximately $350,000,  including
$290,000  of  inventory,  in  the  case  of  a  tool  store,  and
approximately $425,000, including $300,000 of inventory,  in  the
case  of  a golf store.  In each case, a portion of the inventory
investment is financed with trade credit.

Products and Merchandising

   The Company offers its woodworking customers breadth and depth
of  product  selection, including many hard-to-find  items,  high
quality  brand name and private label merchandise,  everyday  low
pricing  and a matching product/price guarantee, expert  customer
service and convenience, all of which have enabled the Company to
compete   successfully   against   major   home   centers,   mass
merchandisers  and  hardware stores.  The  Company's  Woodworkers
Warehouse stores have been successful even when located near home
centers such as Home Depot, Lowes and  Home Quarters.

   The  Company's  hand  and power tool  stores  and  Trend-Lines
catalog carry a broad selection of brand name products, including
products  from  Black & Decker, Bosch, Delta, DeVilbiss,  DeWalt,
Emglo,  Freud,  Hitachi, Makita, Milwaukee, Porter-Cable,  Ryobi,
Skil  and  Stanley  Bostitch.   In addition,  the  Company  sells
private  label products under its Reliant, Carb-Tech  and  Vulcan
trademarks.   Most  brand  name and private  label  products  are
generally  sold with a one year limited manufacturer's parts  and
labor warranty.

   Woodworkers Warehouse stores primarily carry woodworking power
and  hand  tools and accessories. In addition, Post  Tool  stores
also  carry  power and hand tools and accessories for  mechanical
(including automotive) work.  The Company selects products  based
on  quality,  value, durability, historic product demand,  safety
and   customer  appeal.   The  Company  constantly  monitors  its
customers'  product preferences through inventory and sales  data
provided by the Company's computer system, as well as its catalog
operations.

   Woodworkers Warehouse stores and the Trend-Lines catalog serve
a  wide  range of woodworking tool customers, from home  workshop
enthusiasts  to  professionals, involved in  a  wide  variety  of
activities,  including home construction and remodeling,  cabinet
and   furniture  making  and  other  woodworking  projects.   The
Company's  Woodworkers  Warehouse and Trend-Lines  customers  are
generally  experienced in woodworking and  carpentry  and  desire
high quality brand name tools.  Post Tool customers buy tools for
woodworking,  carpentry, remodeling and general mechanical  work,
including automotive. Woodworkers Warehouse and Post Tool  stores
also  attract professionals who are buying tools for use in their
trade.    The   Company's   stores  offer   professional   tools,
knowledgeable  sales  people and fast  in-and-out  service.   The
Company's  Woodworkers Warehouse stores also offer  tool  repair,
which is done by an outside service company.

   The  Company's Golf Day retail stores and mail  order  catalog
sell  a broad selection of golf equipment and supplies, including
clubs,  club  components, bags, balls, golf shoes, apparel,  hand
carts,  training aids, accessories and gift items.   The  Company
carries leading brand name golf products, including products from
Aldila,  Callaway,  Cleveland, Cobra,  Etonic,  Foot-Joy,  Hogan,
MacGregor,  Mizuno, Nike, Spalding, Taylor Made, Titleist,  Tommy
Armour and Wilson.  In addition, the Company sells private  label
golf merchandise under its Honors trademark.  The Company selects
golf  products  using  similar criteria as  are  applied  in  the
selection of tools and accessories.

Retail Operations

   The Company designs its retail stores to be destination stores
and strives to maximize convenience to its customers by providing
ample  parking and fast in-and-out service.  The Company's stores
are  generally  located either in strip malls or in free-standing
buildings.

   The  Company's tool stores generally range from 4,500 to 5,500
square  feet of retail space and carry approximately 5,000  stock
keeping  units (SKUs). The Company's golf stores generally  range
from  4,000  to  5,000  square feet of  retail  space  and  carry
approximately  3,500 SKUs.  Generally, the Company's  stores  are
open  seven  days  and two nights per week,  except  for  certain
holidays.

   As  of February 28, 1998, the Company operated 109 Woodworkers
Warehouse stores, 24 Post Tool stores and 71 Golf Day stores.  Of
the Woodworkers Warehouse stores, 30 were located in New York, 19
in Massachusetts, 15 in Pennsylvania, 11 in New Jersey, 10 in New
Hampshire, 10 in Connecticut, 7 in Maine, 3 in Rhode Island, 2 in
Delaware  and  2  in Vermont.  Of the Post Tool  stores,  23  are
located  in California and 1 in Nevada.  Of the Golf Day  stores,
21  are  located in Massachusetts, 13 in New Jersey,  10  in  New
York,  7  in  Connecticut, 5 in New Hampshire, 5 in Maine,  4  in
Pennsylvania,  3 in California, 2 in Delaware,  and  1  in  Rhode
Island.

   The  Company's  retail store operations are currently  divided
into regional districts, with each district containing from 18 to
30 stores. The Company evaluates the performance of its stores on
a  continuous  basis  and  will close  any  store  which  is  not
adequately  contributing  to the profitability  of  the  Company.
During  fiscal  1997, the Company closed 4 Woodworkers  Warehouse
stores and 2 Golf Day stores.

   The Company trains its employees to explain and demonstrate to
customers the use and operation of the Company's merchandise  and
to  develop  good salesmanship.  The Company's in-house  training
program  for new employees combines on-the-job training with  the
use  of  a Company-developed manual.  Sales personnel attend  in-
house  training sessions conducted by experienced salespeople  or
manufacturer's  representatives and receive  sales,  product  and
other information in periodic meetings with managers.

Catalog Operations

  The Company usually produces four versions of each of the Trend-
Lines  and  Golf  Day  catalogs  annually.   The  Company  mailed
approximately 11.8 million copies of its Trend-Lines catalog  and
approximately 14.0 million copies of its Golf Day catalog  during
fiscal 1997.  The Trend-Lines and Golf Day catalog mailing  lists
total approximately 1,140,000 and 830,000 customers (comprised of
selected  previous  buyers), respectively, and  are  supplemented
with  various rented lists. The Company's catalogs are mailed  to
prospective purchasers throughout the United States.

   Catalogs  are  sent to persons on the Company's mailing  list,
persons  who have made inquiries, and persons on lists which  the
Company  rents  from or exchanges with compatible companies.  The
Company  continually prospects for new customers by  testing  new
mailing  lists,  media  and  other programs  in  order  to  cost-
effectively  increase  the  size  of  the  Company's  proprietary
customer mailing lists. The Company also strives to generate more
incremental revenue from existing customers. Through the  use  of
its   management  information  systems,  the  Company  constantly
monitors  the product mix contained in its catalogs in  order  to
maximize profitability and satisfy its customers' needs.

   A  substantial  majority of the Company's catalog  orders  and
customer  inquiries  are received daily by a  sophisticated  call
management  distribution  system via incoming  toll-free  ''800''
numbers.  This  system  distributes  calls  to  trained  customer
service representatives and provides detailed call reporting  and
analysis.  The  Company  provides  technical  assistance  to  its
customers, on a toll-call basis. The Company usually ships orders
within  48  hours after receipt. In addition, the Company  offers
express delivery.

   The Company designs all of its catalogs in-house with desk top
publishing  equipment. The Company's most recently mailed  Trend-
Lines   and  Golf  Day  catalogs  contained  68  and  36   pages,
respectively.  The  actual catalog printing is  done  by  outside
printers, who also mail the catalogs.

Marketing and Advertising

   The  Company  promotes  retail store sales  primarily  through
special  store  promotions, direct mail circulars, geographically
concentrated newspaper and limited radio advertising, as well  as
point-of-sale materials posted and distributed in the stores. The
Company  also  makes extensive use of special product  promotions
and  sales,  combination offers, coupons, and  other  devices  to
attract  customers  to its stores. The Company  promotes  catalog
sales  principally  by  catalog mailings. Management  tracks  the
results  of  all  advertising  to  determine  future  advertising
programs and expenditures.

Suppliers

  The power and hand tool and golf equipment businesses both rely
on  major vendors with well-known brand names, as well as smaller
specialty vendors.  In fiscal 1997, one of the Company's  vendors
accounted  for  approximately 9% of the Company's purchases.  The
Company believes its vendor relationships are satisfactory.

   In  fiscal  1997,  approximately 12%  of  the  Company's  tool
products  and  2% of the Company's golf products  were  purchased
from overseas vendors. A substantial portion of the tool and golf
products  sold  under the Company's private labels are  purchased
from  overseas  vendors. The majority of the  Company's  overseas
purchases are from Taiwan and, to a lesser extent, Korea,  China,
England,  Germany and Switzerland. This portion of the  Company's
business  is  subject  to  the risks  generally  associated  with
conducting  business  abroad, including adverse  fluctuations  in
currency   rates,  changes  in  import  duties  or  quotas,   the
imposition  of taxes or other charges on imports, and disruptions
or  delays in shipment or transportation. To date, these  factors
have   not  had  a  material  adverse  impact  on  the  Company's
operations.

Distribution

  The Company leases a 286,000 square foot distribution center in
Revere,  Massachusetts,  and a 51,000 square  foot  warehouse  in
Chelsea,  Massachusetts,  just  outside  of  Boston.  The  Revere
facility   also  houses  the  Company's  corporate  offices   and
telemarketing  operation.  The  distribution  center  serves  the
Woodworkers  Warehouse  and  Golf  Day  retail  stores  and   the
woodworking and golf catalogs. The Company also leases  a  48,000
square  foot distribution center in Hayward, California  for  its
Post Tool stores.

   The  geographic  concentration of its  stores  facilitate  the
Company's  ability  to make deliveries to stores  on  a  frequent
basis, provide it with significant labor and freight savings, and
enable  it  to  restock  its  stores'  inventories  promptly  and
efficiently from its distribution centers.

Management Information Systems

    The  Company  has  invested  significant  resources  in   its
management  information  systems,  which  are  located   at   its
corporate  headquarters in Revere, Massachusetts  and  have  been
integrated  with  its Post Tool operations in California.   These
systems,  which consist of a full range of retail, financial  and
merchandising   systems,  include  inventory   distribution   and
control, order fulfillment and inventory replenishment, staffing,
sales  and  marketing  analyses  and  financial  and  merchandise
reporting.  The Company's in-store point-of-sale computer  system
provides operational data to management on a daily basis that  is
used  to  track  sales and forecast inventory requirements.   The
Company's   inventory  control  systems  provide  for   automated
replenishment of merchandise to each of the Company's stores.

   The  Company has systems that support the entire catalog cycle
from  purchasing  merchandise and planning the catalogs,  through
merchandise  sales  and  delivery to the customers'  homes.   The
Company manages a catalog customer database which contains a list
of  approximately  2.0 million customers.  The  catalog  customer
database  enables  the Company to focus its catalog  mailings  on
customers  most  likely to purchase, analyzes merchandise  trends
and  buying  patterns, and tracks the effectiveness  of  customer
promotional merchandising.

  Like many other companies, the Year 2000 computer issue creates
risk  for  the  Company.  If internal systems  do  not  correctly
recognize  date  information when the year changes  to  2000,  it
could  have  an  adverse impact on the Company's operations.  The
Company   is  currently  updating  its  software  to  accommodate
programming  logic  that  properly interprets  Year  2000  dates.
Except  for  merchandising  and  call  center  applications,  all
software  is  under maintenance agreements by software  companies
that  provide updated, Year 2000 compliant software.  The Company
is  in the process of replacing its call center and merchandising
software   with   new,  industry-leading  Year   2000   compliant
applications  to  be  supplied  by  outside  vendors  at  a  cost
estimated at approximately $2.0 million.

   Based  on  the  Company's work-to-date and assuming  that  the
Company's  call  center  and merchandising  software  replacement
projects can be implemented as planned, the Company believes that
future  costs  relating to the Year 2000 issue will  not  have  a
material impact on the Company's consolidated financial position,
results of operations or cash flows.

Competition

   The  Company's  power and hand tool and  golf  businesses  are
highly  competitive and compete with a number of other retailers,
mail  order  catalogs  and  magazine  advertisers.  Retail  store
competitors  of the Company's tool stores include  home  centers,
lumber  yards,  hardware stores, mass merchandisers,  independent
tool  stores,  industrial  dealers and  other  specialty  stores.
Retail  store  competitors of the Company's golf  stores  include
sporting  goods stores, mass merchandisers, pro shops  and  other
golf specialty stores.

   The  Company  competes on the basis of  price,  selection  and
service.  Much  of  the  Company's  business  is  dependent  upon
competitive  pricing.  Many  of  the  Company's  competitors  are
substantially  larger  and  have  greater  financial  and   other
resources  than  the Company. The entrance of new competitors  or
the  expansion  of  operations  by existing  competitors  in  the
Company's  market areas could have a material adverse  effect  on
the Company's results of operations.

Registered Trademarks and Service Marks

      Golf  Day(Registered),  Woodworkers  Warehouse(Registered),
Trend-Lines(Registered),       Carb-Tech(Registered),        Post
Tool(Registered),   Reliant(Trademark),  Vulcan(Registered)   and
Honors(Registered)  are  trademarks  or  service  marks  of   the
Company.   The  Company  intends to continue  to  register,  when
deemed  appropriate, trademarks and service marks.   The  Company
may also register trade names, when deemed appropriate.


Regulatory Matters

   The  Company's catalog business is subject to the  Merchandise
Mail  Order  Rule  and  related regulations  promulgated  by  the
Federal  Trade  Commission,  which  prohibit  unfair  methods  of
competition  and  unfair  or  deceptive  acts  or  practices   in
connection  with  mail order sales and require  sellers  of  mail
order  merchandise to conform to certain rules  of  conduct  with
respect  to  shipping  dates  and  shipping  delays.   Management
believes that the Company is in compliance with such regulations.


Employees

     The Company relies on many part time, flex time and seasonal
employees  to meet its needs. At February 28, 1998,  the  Company
employed  approximately 1,575 persons, of whom  1,003  were  full
time and 572 were part time. None of the Company's employees  are
represented  by  a  labor union, and the  Company  considers  its
employee relations to be satisfactory.

Executive Officers

    Executive officers of the Company are as follows:

Name                         Age     Position
----                         ---     --------
                                     
Stanley D. Black             61      Chairman of the Board of
                                     Directors and Chief
                                     Executive Officer
                                     
Richard Griner               54      President, Chief Operating
                                     Officer and Director
                                     
Karl P. Sniady               45      Executive Vice President,
                                     Finance and Administration,
                                     Chief Financial Officer and
                                     Director
                                     
Walter Spokowski             41      Executive Vice President,
                                     Merchandising
                                     
Richard A. Binder            53      Vice President, Legal and
                                     General Counsel
                                     
Frank P. Bussone             51      Vice President, Marketing
                                     
Walter J. Eutize             54      Vice President, Real Estate
                                     
Ronald L. Franklin           52      Vice President, Finance,
                                     Treasurer and Director
                                     
Kathleen Harris              39      Vice President, Human
                                     Resources
                                     
Name                         Age     Position
----                         ---     --------
                                     
Larry Key                    51      Vice President, Information
                                     Systems
                                     
John W. Leitner              48      Vice President, Retail
                                     
John A. McGregor             48      Vice President, Golf Day
                                     Merchandising
                                     
Norman W. Zagorsky           60      Vice President, Purchasing



    Stanley D. Black, founder of the Company, has served as Chief
Executive Officer and Chairman of the Board of Directors  of  the
Company since its organization in 1981.

     Richard  Griner  joined  Trend-Lines  as  President,   Chief
Operating Officer and Director in October, 1996.  From June, 1986
to  January,  1995,  Mr.  Griner was  senior  vice  president  of
operations for Family Dollar Stores.

    Karl  P.  Sniady  has been Executive Vice  President  of  the
Company  since  June  1995  and Chief Financial  Officer  of  the
Company since September 1995.  From 1990 to 1995, Mr. Sniady  was
chief  financial  officer  of Auto Source,  Inc.,  an  automotive
aftermarket retailer and subsidiary of Canadian Tire.

     Walter  Spokowski  joined  Trend-Lines  as  Executive   Vice
President, Merchandising in March, 1997.  From 1984 to  February,
1997,  Mr.  Spokowski was with The Home Depot, Inc., the  world's
largest  home  improvement retailer.   Mr.  Spokowski  served  as
Divisional Merchandising Manager for the Southeast Division  from
September, 1994 to March, 1997 and as Product Merchandise Manager
from March, 1991 to September, 1994.

    Richard A. Binder has been Vice President and General Counsel
of  the Company since August 1997.  From 1992 until August  1997,
Mr.  Binder was associated with the law firm of Barsh and  Cohen,
P.C. specializing in commercial law and real estate acquisitions.
From 1989 to 1992 he was General Counsel for United Truck Leasing
Corporation.

    Frank  P.  Bussone has been Vice President,  Marketing  since
January 1995.  Mr. Bussone has served as Director of Marketing of
the Company from January 1988 until January 1995.

    Walter  J.  Eutize, Vice President, Real Estate since  August
1997.   Mr. Eutize was Executive Vice President with the Bartlett
Group, Inc. from September, 1991 until August, 1997.

    Ronald  L. Franklin has been a Director of the Company  since
May  1994,  Treasurer since April 1994, and has  served  as  Vice
President, Finance since March 1987.

    Kathleen  Harris  has been Vice President,  Human  Resources,
since  January  1995.   Ms. Harris served as  Director  of  Human
Resources  of  the Company since March 1994.  From  January  1991
until  February  1994,  Ms. Harris served  as  Manager  of  Human
Resources of the Company.

    Larry Key has been Vice President, Information systems  since
December, 1996.  From January, 1991 to October, 1996, Mr. Key was
Senior MIS Director of Big B Drugs.

   John W. Leitner has been Vice President, Retail of the Company
since March 1994.  From August 1992 to February 1994, Mr. Leitner
was  an independent consultant.  From November 1991 to July 1992,
Mr. Leitner was director of stores elect of Child World, Inc..

     John   A.  McGregor  has  been  Vice  President,  Golf   Day
Merchandising  since  August 1993.  From April  1987  until  July
1993,  Mr. McGregor served as Vice President, Development of  the
Company.

    Norman W. Zagorsky has been Vice President, Purchasing  since
January  1997 and Vice President, Trend-Lines Merchandising  from
March 1987 to January, 1997.

ITEM 2.  PROPERTIES

   The Company's principal executive offices and its distribution
and centralized telemarketing operation are currently located  in
a  common  facility in Revere, Massachusetts, where  the  Company
leases  an  aggregate  of approximately 286,000  square  feet  of
space.   This lease expires in November, 2004 and has  two  five-
year  renewal  options . The Company also leases  a  distribution
facility  in  Hayward, California of approximately 48,000  square
feet  of  space.  This lease expires on May 31, 2001  and  has  a
seven-year  renewal option.  In addition, the  Company  leases  a
51,000  square  foot warehouse facility in Chelsea, Massachusetts
from  an affiliate of Stanley D. Black, the Chairman of the Board
and  Chief Executive Officer of the Company.  This lease  expires
in 2005. The Company is using this space for additional storage.

   As  of February 28, 1998, the Company operated 204 stores, all
but two of which were leased. The leases typically provide for an
initial   term  of  five  to  ten  years,  with  renewal  options
permitting  the  Company to extend the term.  In all  cases,  the
Company  pays  fixed annual rents.  Many of the Company's  leases
provide  for  an increase in annual fixed rental payments  during
the  lease  term  and  allow the Company to terminate  the  lease
before  the  end  of the lease term without penalty  so  long  as
proper  notice is provided.  Most leases also require the Company
to   pay   real  estate  taxes,  maintenance  and  repair  costs,
insurance, utilities and, in shopping center locations,  to  make
contributions toward the shopping center's common area  operating
costs.   As  of  February 28, 1998, the Company's  store  leases,
assuming  the  Company exercises all lease renewal options,  were
scheduled to expire as follows:
                                
                                
                                
                                
    Years Lease        Number of Store Leases
    Terms Expire               Expiring

     1998-2000                     20
     2001-2003                     23
     2004-2005                     45
     2006 and later                114

ITEM 3.  LEGAL PROCEEDINGS

    The  Company  is  not a party to any material  pending  legal
proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE TO SECURITY HOLDERS

   None

                             PART II

ITEM  5.   MARKET  FOR  REGISTRANT'S COMMON  EQUITY  AND  RELATED
STOCKHOLDER MATTERS

Market Price

   The  Class  A Common Stock is included in the Nasdaq  National
Market under the symbol ''TRND.''  Prior to June 23, 1994,  there
was  no public market for the Class A Common Stock. The following
table  sets forth the high and low sales prices for the  Class  A
Common  Stock for the periods indicated as reported by the Nasdaq
National Market, adjusted to reflect a three-for-two stock  split
paid on September 1, 1995.

                                        High          Low
Fiscal Year Ended February 28, 1998
  First Quarter                        $7.44          $5.00
  Second Quarter                       $7.75          $6.00
  Third Quarter                        $8.50          $6.38
  Fourth Quarter                       $7.63          $6.13
                                                      
                                                      
Fiscal Year Ended March 1, 1997
  First Quarter                        $6.00          $3.50
  Second Quarter                       $5.25          $3.88
  Third Quarter                        $5.38          $3.50
  Fourth Quarter                       $6.00          $4.63
                                                      
Fiscal Year Ended March 2, 1996
  First Quarter                        $9.67          $7.67
  Second Quarter                      $14.83          $9.00
  Third Quarter                       $14.75         $11.50
  Fourth Quarter                      $12.00          $3.63
                                                    

   On April 30, 1998 the last reported sales price of the Class A
Common  Stock on the Nasdaq National Market was $7.625 per share.
As  of April 30, 1998 there were approximately 3,600 stockholders
of record of the Class A Common Stock.

Dividends

    The  Company does not anticipate declaring any cash dividends
in  the  foreseeable  future.  It is the current  policy  of  the
Company  to  retain  any earnings to finance the  operations  and
expansion of the Company's business.


ITEM 6.  SELECTED FINANCIAL DATA

The  following  table  sets  forth certain  financial  data  with
respect  to the Company for each of the five years in the  fiscal
period ended February 28, 1998.
                                
<TABLE>
<CAPTION>

                                                    Fiscal Years Ended
                                
                                          (In thousands, except per share data)

                             February 28,   March 1,     March 2,    February 28,   February 28,
                                 1998         1997        1996(1)        1995           1994

<S>                            <C>          <C>           <C>          <C>            <C>
Statements of Operations                                                         
  Data(2):
 Net sales                     $231,143     $208,582      $174,795     $128,332       $99,958
 Cost of sales                  157,129      139,871       117,447       79,442        62,274
 Gross profit                    74,014       68,711        57,348       48,890        37,684
 Selling, general and            63,483       61,045        59,845       40,096        32,134
   administrative expenses

 Restructuring charge                 -            -         1,397            -             -
 Income (loss) from              10,531        7,666        (3,894)       8,794         5,550
   operations  
 Interest expense, net            3,239        2,355         1,654          373           742
 Income (loss) before             7,292        5,311        (5,548)       8,421         4,808
   provision (benefit)
   for income taxes
 Provision (benefit) for          2,844        2,061        (2,229)       2,990           210
   income taxes                                              
 Net income (loss)               $4,448       $3,250       $(3,319)      $5,431        $4,598
 Pro forma net income (loss)(3)                                          $5,051        $2,888
 Basic net income (loss) per       $.42         $.30         $(.33)        $.59          $.44
   share (4)
 Diluted net income (loss)         $.40         $.29         $(.33)        $.56          $.43
   per share(4)
 Basic weighted average of       10,588       10,973        10,163        8,541         6,615
   shares outstanding (4)
 Diluted weighted average        11,122       11,255        10,163        8,966         6,770
   number of shares 
   outstanding(4)

Store Operating Data:                                                               
 Net store sales (000's)       $171,612     $140,342       $98,515      $52,578       $26,457
 Percentage increase               9.8%        19.6%         (0.3%)         1.4%          6.0%
   (decrease) in comparable
   net store sales(5)
 Number of stores at end of                                                         
   period:
   Tool stores                      133          119           111           82(6)         30
   Golf stores                       71(7)        40            30           10             5
                                                                                    
Catalog Operating Data:                                                             
 Net catalog sales              $59,531      $68,240       $76,280      $75,754       $73,501
</TABLE>


<TABLE>
<CAPTION>
                            February 28,   March 1,    March 2,     February 28,  February 28,
                                1998         1997       1996(1)         1995          1994

<S>                           <C>          <C>          <C>           <C>          <C>
Balance Sheet Data:                                                                 
 Working capital              $ 21,774     $ 30,060     $ 31,406      $ 17,224     $ 2,457
 Total assets                  155,452      121,054      100,658        66,539      29,683
 Total debt                     45,760       27,757       21,292        12,071       7,680
 Stockholders' equity           47,751       43,406       42,288        25,854       4,582

</TABLE>

(1)     The  Company changed its fiscal year-end to the  Saturday
  closest  to  the  last  day of  February.   As  a  result,  the
  Company's 1995 Fiscal year, which ended on March 2, 1996, is  a
  53-week  year  and includes three extra days  compared  to  the
  prior  year.
(2)     The  Company operated as an S Corporation from  March  1,
  1987  through  June  28,  1994 and, as a  result,  its  taxable
  income  (loss)  during that period was passed  through  to  its
  stockholders  for  federal income tax  purposes.   Accordingly,
  the  historical financial statements do not include a provision
  for  federal and state income taxes for operations through June
  28,  1994, except for certain state income taxes imposed at the
  corporate  level.  See Notes 2 and 3 to Notes  to  Consolidated
  Financial Statements.
(3)     Pro  forma net income (loss) gives effect to a  provision
  for  income taxes that would have been required had the Company
  been  taxed as a C Corporation from March 1, 1993 through  June
  28,  1994. See Notes 2 and 3 to Notes to Consolidated Financial
  Statements.
(4)     Adjusted to reflect a three-for-two split of the Class  A
  and  Class  B Common Stock paid on September 1, 1995  and  July
  17,  1996,  respectively.  See Note 5 to Notes to  Consolidated
  Financial Statements.
(5)     Calculated  using net sales of comparable  stores  opened
  for at least a 13 month period.
(6)  Reflects the purchase in January 1995 of 17 Post Tool retail
  stores.
(7)  Reflects the acquisition in January 1998 of 13 golf stores.

ITEM  7.     MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL
   CONDITION AND RESULTS OF OPERATIONS.

General

  Until recent years, the Company's net sales have been primarily
attributable  to  its  mail order catalog operations,  especially
sales  of  power and hand tools and accessories.  Beginning  with
fiscal  1995, the Company derived a greater portion  of  its  net
sales  from  its  retail store operations  than  its  mail  order
catalog  operations.  During fiscal 1997, the  Company  continued
the  expansion  of  its  retail  store  operations,  opening   18
Woodworkers  Warehouse  and Post Tool, and  31  Golf  Day  retail
stores,  which  includes  the  acquisition  of  13  Nevada  Bob's
franchised   stores  in  January,  1998  which  were  immediately
converted  to  Golf Day retail stores.  The Company expects  that
the  expansion  of its retail store operations will  continue  to
generate an increasing percentage of the Company's future growth.
As  of  February  28, 1998, the Company operated 133  Woodworkers
Warehouse  and  Post Tool retail stores and 71  Golf  Day  retail
stores.

  The following table presents net sales and overall gross margin
data of the Company for the periods indicated:

                            Fiscal Years Ended
                                       
                February 28,      March 1,          March 2,
                    1998            1997              1996
                   (In thousands, except percentage data)        
Net Sales:                                      
Retail-                                                         
 Tools           $133,000         $115,183          $87,192
 Golf              38,612           25,158           11,323
Catalog-                                                   
 Trend-Lines       34,451           43,283           51,831
 Golf Day          25,080           24,958           24,449
Total            $231,143         $208,582         $174,795
Gross Margin        32.0%            32.9%            32.8%

   On  an overall basis, the Company's catalog sales yield higher
gross  profit  margins than retail store sales  as  a  result  of
differences  in  product mix and greater promotional  pricing  in
retail sales.  Therefore, the Company anticipates that its  total
gross profit as a percentage of net sales will decrease as retail
store  sales  become a greater percentage of the Company's  total
sales.  During fiscal 1997, the Company experienced a decrease in
its  gross  profit as a percentage of net sales  as  compared  to
fiscal  1996, primarily due its changing sales mix.  The  catalog
business has both substantially higher gross margins and expenses
than  does  a retail store.  Therefore, as the contribution  from
retail  stores becomes a larger proportion of total sales,  gross
margins  and  selling, general and administrative  expenses  will
have a natural downward  bias.  With respect to both catalog  and
retail  store  operations, sales of golf  products  have  yielded
higher gross profit percentages than sales of tools.


      In  February,  1998  the  Company implemented  a  warehouse
management  system  in order to more efficiently  and  accurately
process  inventory through its distribution center.  As a  result
of  conversion to the new system, the orderly flow of merchandise
to  the  Company's retail and catalog customers was  interrupted.
While  this  problem  may have an impact on the  Company's  first
quarter  1998  results, the Company is of the current  view  that
future  operations  will  not  be adversely  affected  by  issues
related to its warehouse management system.

Results of Operations

   The  following  table sets forth, for the  periods  indicated,
certain financial data as a percentage of net sales:

                                    Fiscal Years Ended

                            February 28,  March 1,    March 2,
                                1998        1997        1996
                             
Net sales                     100.0%       100.0%      100.0%
Cost of sales                  68.0         67.1        67.2
Gross profit                   32.0         32.9        32.8
Selling, general and                         
  Administrative expenses      27.5         29.2        34.2
Restructuring charge             --           --          .8
Income (loss) from operations   4.6          3.7        (2.2)
Interest expense, net           1.4          1.1         1.0
Income (loss) before                         
  income taxes                  3.2%         2.6%       (3.2)%


 Fiscal 1997 versus fiscal 1996

      Net  sales  for fiscal 1997 increased by $22.5 million,  or
10.8%,  from $208.6 million in fiscal 1996 to $231.1  million  in
fiscal 1997 as a result of a $31.3 million, or 22.3%, increase in
net  store sales, and a $8.7 million, or 12.8%, decrease  in  net
catalog sales.  The increase in net store sales was primarily due
to  the net addition of 45 new stores as well as the impact of  a
full  year  of  operations for 26 stores opened in  the  previous
fiscal  year.   In addition, comparable store sales increased  by
9.8%.   The Company believes that the increase in comparable  net
store  sales  was  a result of its continued promotional  pricing
strategy as well as closing 8 stores in fiscal 1996 and 6  stores
in   fiscal  1997.   The  decrease  in  net  catalog  sales   was
attributable  to  a  20.3% decrease in sales from  the  Company's
Trend-Lines catalog as compared to fiscal 1996.  Sales  from  the
Company's  Golf Day catalog increased 0.5% as compared to  fiscal
1996.  During fiscal 1997, Golf Day catalog sales benefited  from
the   promotion   of  close-out  merchandise  from   major   golf
manufacturers,  which offset the impact of  new  store  openings.
The  opening or acquisition of retail stores in areas  previously
only  serviced by its catalogs has resulted in a decrease in  the
Company's catalog sales in those areas.

      Gross  profit  for fiscal 1997 increased 7.7%,  from  $68.7
million  in  fiscal 1996 to $74.0 million in fiscal 1997.   As  a
percentage  of  net  sales, gross profit decreased  to  32.0%  in
fiscal  1997, compared to 32.9% in fiscal 1996.  The decrease  in
gross  profit as a percentage of net sales was primarily  due  to
the  Company's changing sales mix.  The catalog business has both
substantially  higher  gross margins and  expenses  than  does  a
retail  store.  Therefore, as the contribution from retail stores
becomes  a  larger proportion of total sales, gross  margins  and
selling, general and administrative expenses will have a  natural
downward  bias.

     Selling, general and administrative expenses for fiscal 1997
increased  4.0%,  from  $61.0 million in  fiscal  1996  to  $63.5
million  in fiscal 1997.  As a percentage of net sales,  selling,
general and administrative expenses decreased to 27.5% in  fiscal
1997  from  29.3%  in  fiscal 1996.  The  increases  in  selling,
general and administrative expenses were primarily related to the
Company's retail expansion.  The decrease in selling, general and
administrative  expenses  as  a  percentage  of  net  sales   was
primarily  attributable  to  increased  operational  efficiencies
associated  with the Company's expansion and the  lower  cost  of
operating retail stores as compared to catalog operations.

     In the fourth quarter of fiscal 1995, the Company recorded a
restructuring  charge  of $1.4 million,  representing  the  costs
associated   with  reorganizing  its  operations.   These   costs
included  the  rent and related expenses for the  closing  of  12
retail store locations (of which 6 were closed late in the fourth
quarter  of fiscal 1995 and the remainder were closed  in  fiscal
1996), and expenses related to the consolidation of the Company's
distribution  centers and the severance and related benefits  for
terminated employees.

     Approximately  $.3  million and  $1.1  million  was  charged
against  the  restructuring reserve  in  fiscal  1997  and  1996,
respectively,  and as of February 28, 1998 the restructuring  was
complete.

      Interest  expense, net of interest income for fiscal  1997,
increased  from  $2.4 million in fiscal 1996 to $3.2  million  in
fiscal 1997.  The increase in interest expense is attributable to
an  increase in the Company's bank debt, including borrowings for
the acquisition of Golf Acquisition Limited Partnership.

 Fiscal 1996 versus fiscal 1995

      Net  sales  for fiscal 1996 increased by $33.8 million,  or
19.3%,  from $174.8 million in fiscal 1995 to $208.6  million  in
fiscal 1996 as a result of a $41.8 million, or 42.4%, increase in
net  store sales, and a $8.0 million, or 10.5%, decrease  in  net
catalog sales.  The increase in net store sales was primarily due
to  the addition of 26 new stores as well as the impact of a full
year  of  operations for 57 stores opened in the previous  fiscal
year.   In  addition, comparable store sales increased by  19.6%.
The  Company believes that the increase in comparable  net  store
sales  was  a  result  of  adopting a  more  promotional  pricing
strategy  as  well as closing 6 stores in the fourth  quarter  of
fiscal  1995  and 8 stores in fiscal 1996.  The decrease  in  net
catalog sales was attributable to a 16.5% decrease in sales  from
the  Company's  Trend-Lines catalog as compared to  fiscal  1995.
Sales  from  the  Company's Golf Day catalog  increased  2.1%  as
compared  to fiscal 1995.  The opening of retail stores in  areas
previously  only  serviced  by its catalogs  has  resulted  in  a
decrease in the Company's catalog sales in those areas.

      Gross  profit for fiscal 1996 increased 19.8%,  from  $57.3
million  in  fiscal 1995 to $68.7 million in fiscal 1996.   As  a
percentage  of  net  sales, gross profit increased  to  32.9%  in
fiscal  1996, compared to 32.8% in fiscal 1995.  The increase  in
gross  profit as a percentage of net sales was primarily  due  to
improved  purchasing efficiencies, as well as  a  more  favorable
shrink experience in 1996.

     Selling, general and administrative expenses for fiscal 1996
increased  2.0%,  from  $59.8 million in  fiscal  1995  to  $61.0
million  in fiscal 1996.  As a percentage of net sales,  selling,
general and administrative expenses decreased to 29.3% in  fiscal
1996  from  34.2%  in  fiscal 1995.  The  increases  in  selling,
general and administrative expenses were primarily related to the
Company's retail expansion.  The decrease in selling, general and
administrative  expenses  as  a  percentage  of  net  sales   was
primarily  attributable  to  increased  operational  efficiencies
associated  with the Company's expansion and the  lower  cost  of
operating retail stores as compared to catalog operations.

     In the fourth quarter of fiscal 1995, the Company recorded a
restructuring  charge  of $1.4 million,  representing  the  costs
associated   with  reorganizing  its  operations.   These   costs
included  the  rent and related expenses for the  closing  of  12
retail store locations (of which 6 were closed late in the fourth
quarter  of fiscal 1995 and the remainder were closed  in  fiscal
1996), and expenses related to the consolidation of the Company's
distribution  centers and the severance and related benefits  for
terminated employees.

     As  of March 1, 1997, approximately $0.7 million was charged
against  the  restructuring  reserve for  store  closing  related
activities.   In addition, approximately $0.4 million  associated
with the consolidation of the Company's distribution centers  was
also  charged  against the restructuring reserve in  fiscal  year
1996.  As of March 1, 1997 and March 2, 1996, approximately  $0.3
million  and $1.4 million of restructuring costs are included  in
accrued expenses in the accompanying consolidated balance sheets.
There  were no non-cash adjustments to the accrual during  fiscal
year ended March 1, 1997.

      Interest  expense, net of interest income for fiscal  1996,
increased  from  $1.7 million in fiscal 1995 to $2.4  million  in
fiscal 1996.  The increase in interest expense is attributable to
an increase in the Company's bank debt.

Liquidity and Capital Resources

      During fiscal 1997, the Company's working capital decreased
by  $8.3 million, from $30.1 million as of March 1, 1997 to $21.8
million as of February 28, 1998.  The decrease in working capital
resulted primarily from a $18.6 million increase in the Company's
bank  credit facility, as well as an increase of $6.6 million  in
accounts  payable  and  accrued  expenses.   These  increases  in
liabilities were partially offset by a $14.2 million increase  in
inventories,   principally  to  support  its   expanding   retail
operations,   and  a  $6.4  million  increase  in  net   accounts
receivable.

      During  fiscal 1997, net cash used in operating  activities
was  approximately $7.0 million.  The primary use of the cash was
the   $20.6   million  increase  in  inventories   and   accounts
receivable,  which  was offset by the $6.6  million  increase  in
accounts payable and accrued expenses.

      During  fiscal 1997, net cash used in investing  activities
was  approximately $11.2 million, of which $7.3 million  was  for
the purchase of property and equipment required for the Company's
retail  expansion and $4.1 million for the acquisition of the  13
Nevada Bob's franchised stores in January, 1998.

       During   fiscal  1997,  net  cash  provided  by  financing
activities    was   approximately   $17.9   million,    primarily
attributable  to  a $18.6 million increase in borrowings  on  the
Company's bank credit facility, which was partially offset  by  a
$0.6   million   decrease  in  net  payments  on  capital   lease
obligations and a $0.3 million repurchase of the Company's  Class
A common stock.

     On August 15, 1996, the Company authorized the repurchase of
up to 500,000 shares of its Class A Common Stock.  As of February
28,  1998,  500,000 shares have been repurchased  at  a  cost  of
approximately $2.5 million.

     The  Company  has  used its revolving, secured  bank  credit
facility  over  the last several years primarily to  finance  its
operations  and  retail expansion.  The maximum amount  available
under  the  credit  facility is $80 million,  as  amended  during
fiscal  1997  and which expires on December 31,  2000,  of  which
$43.8 million (including letters of credit totaling approximately
$0.6  million)  was  outstanding as of February  28,  1998.   The
Company  is permitted to borrow against its bank credit  facility
based  on a borrowing formula related to inventory levels.  Under
the  terms  of  the  agreement, the facility  contains  financial
covenants  and bears interest at the bank's reference  rate  plus
 .75%  (9.0% at February 28, 1998) or LIBOR plus 2.25%  (7.63%  at
February 28, 1998).  If for any 12 month rolling period the fixed
charges  ratio  exceeds certain levels, as  defined,  the  bank's
interest rate on the facility is decreased by .25% for the period
immediately following such rolling period.  At February 28,  1998
the  Company  exceeded the fixed charges ratio and  realized  the
interest  savings under the bank credit agreement.  In  addition,
the agreement provides that the Company will pay a commitment fee
of .375% per year of the average unused committed amount.

     The Company anticipates that in fiscal 1998 it will continue
to  invest in leasehold improvements and equipment to support its
retail   store  expansion  plans.   In  addition,  the  Company's
expansion  plans will require the use of cash to  fund  increased
inventories  associated with the operation of  additional  retail
stores.   The  Company estimates that the cost of opening  a  new
store  (exclusive  of  distribution  center  inventory)  averages
approximately $350,000, including $290,000 of inventory,  in  the
case  of  a  tool  store, and approximately  $425,000,  including
$300,000  of  inventory, in the case of a golf  store.   In  each
case,  a  portion  of the inventory investment is  financed  with
trade  credit.  For fiscal 1998, the Company currently  plans  to
open between 45 to 55 stores.

      Like  many  other companies, the Year 2000  computer  issue
creates  risk  for  the  Company.  If  internal  systems  do  not
correctly  recognize date information when the  year  changes  to
2000,   it   could  have  an  adverse  impact  on  the  Company's
operations.  The  Company is currently updating its  software  to
accommodate programming logic that properly interprets Year  2000
dates.   Except  for merchandising and call center  applications,
all   software  is  under  maintenance  agreements  by   software
companies  that  provide updated, Year 2000  compliant  software.
The  Company is in the process of replacing its call  center  and
merchandising  software  with  new,  industry-leading  Year  2000
compliant  applications to be supplied by outside  vendors  at  a
cost estimated at approximately $2.0 million.

   Based  on  the  Company's work-to-date and assuming  that  the
Company's  call  center  and merchandising  software  replacement
projects can be implemented as planned, the Company believes that
future  costs  relating to the Year 2000 issue will  not  have  a
material impact on the Company's consolidated financial position,
results of operations or cash flows.

   The  Company  believes that the cash generated from  operating
activities,  trade credit and available bank borrowings  will  be
sufficient to fund its operations and its retail store  expansion
program  for  the next twelve months, however, there  can  be  no
assurance that this will be the case.  See "Safe Harbor Statement
under the Private Securities Litigation Reform Act of 1995."

Impact of Inflation

   The Company does not believe that inflation has had a material
impact on its net sales or results of operations.

Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995

     Statements included in this report that do not relate to
present or historical conditions are "forward-looking statements"
within the meaning of the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995.  Additional oral or
written forward-looking statements may be made by the Company
from time to time, and such statements may be included in
documents other than this report that are filed with the
Securities and Exchange Commission.  Such forward-looking
statements involve risks and uncertainties that could cause
results or outcomes to differ materially from those expressed in
such forward-looking statements.  Forward-looking statements in
this report and elsewhere may include without limitation,
statements relating to the Company's plans, strategies,
objectives, expectations, intentions and adequacy of resources
and are intended to be made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995.  Words such as "believes," "forecasts," "intends,"
"possible," "expects," "estimates," "anticipates," or "plans" and
similar expressions are intended to identify forward-looking
statements.  Investors are cautioned that such forward-looking
statements involve risks and uncertainties including without
limitation the following: (i) the Company's plans, strategies,
objectives, expectations and intentions are subject to change at
any time at the discretion of the Company; (ii) increased
competition, a change in the retail business in the tool and/or
golf sectors or a change in the Company's merchandise mix; (iii)
a change in the Company's advertising, pricing policies or its
net product costs after all discounts and incentives; (iv)  the
Company's plans and results of operations will be affected by the
Company's ability to manage its growth and inventory as well as
year end inventory and adjustments; (v) the timing and
effectiveness of programs dealing with the Year 2000 issue and
the Company's warehouse management system; and (vi) other risks
and uncertainties indicated from time to time in the Company's
filings with the Securities and Exchange Commission.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The  consolidated Financial Statements and Supplementary Data
of the Company are listed under Part IV, Item 14, in this Report.

ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
ACCOUNTING AND FINANCIAL DISCLOSURE

    There  were  no  disagreements on  accounting  principles  or
practices  or financial statement disclosure between the  Company
and  its  accountants during the fiscal year ended  February  28,
1998.

                            PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The   information  required  by  this  Item  10  is   hereby
incorporated  by reference to the text appearing  under  Part  I,
Item 1 - Business under the caption "Executive Officers and Other
Significant  Employees" in this report, and by reference  to  the
Company's  definitive proxy statement to be filed by the  Company
within 120 days after the close of its fiscal year.

ITEM 11.   EXECUTIVE COMPENSATION

     The   information  required  by  this  Item  11  is   hereby
incorporated  by  reference  to the  Company's  definitive  proxy
statement  to be filed by the Company within 120 days  after  the
close of its fiscal year.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS  AND
          MANAGEMENT

     The   information  required  by  this  Item  12  is   hereby
incorporated  by  reference  to the  Company's  definitive  proxy
statement  to be filed by the Company within 120 days  after  the
close of its fiscal year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The   information  required  by  this  Item  13  is   hereby
incorporated  by  reference  to the  Company's  definitive  proxy
statement  to be filed by the Company within 120 days  after  the
close of its fiscal year.


                             PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS  ON
FORM 8-K

(A) (1)  CONSOLIDATED FINANCIAL STATEMENTS                           Page

   Report of Independent Public Accountants                           F-2
   Consolidated Balance Sheets as of February 28, 1998 and March
     1, 1997                                                          F-3
   Consolidated Statements of Operations for the Fiscal Years
     ended February 28, 1998, March 1, 1997 and March 2, 1996         F-4
   Consolidated Statements of Stockholders' Equity for the Fiscal
     Years ended February 28, 1998, March 1, 1997 and March 2, 1996   F-5
   Consolidated  Statements of Cash Flows for the Fiscal Years
     ended February 28, 1998, March 1, 1997 and March 2, 1996         F-6
   Notes to Consolidated Financial Statements                         F-7

(A) (2)   FINANCIAL STATEMENT SCHEDULES

   Schedule II -- Valuation and Qualifying Accounts                   S-1

    Other  schedules  are  omitted  because  of  the  absence  of
conditions under which they are required or because the  required
information  is  given  in  the  financial  statements  or  notes
thereto.

(A) (3)   EXHIBITS

   Exhibit
   Number                                                           Reference
    3.01     Revised Articles of Organization, as amended.            A

    3.02     Restated By-Laws.                                        A

    4.01     Specimen Certificate of Class A Common Stock.            A

    4.02     Description of Capital Stock (contained in the Form      A
             of the Registrant's Restated Articles of Organization
             referenced above).

 * 10.01     1993 Amended and Restated Stock Option Plan.             A

 * 10.02     1994 Non-Qualified Stock Option Plan For Non-            A
             Employee Directors.

 * 10.03     Form of Indemnification Agreement for directors          A
             and officers of Registrant.

   10.07     Agreement of Merger dated as of July 1, 1993             A
             between Coburn Investments, Inc. and the Registrant.

   10.08     Master Note dated November 20, 1993, payable to          A
             Coburn Investments, Inc. to the Registrant, with
             related Loan and Security Agreement.
           
   10.10     Commercial Lease dated December 3, 1987, as amended      A
             as of November 1, 1993, between Stanley D. Black
             Trustee of Mystic Limited Realty Trust and the
             Registrant.

   10.11     Three Promissory Notes, dated July 1, 1989, payable      A
             by the Registrant to Stanley D. Black, and related
             Security Agreement.

   10.12     Warehouse lease dated July 11, 1994 between Syroco,      B
             Inc. and the Registrant.

   10.13     Loan and Security Agreement dated July 3, 1996           C

   10.14     Purchase and Sale Agreement dated as of December         D
             19, 1994 between Post Tool, Inc. and the Registrant.
   
   10.15     Asset Purchase Agreement dated as of December, 31,       Filed
             1997 between Golf Acquisition Limited Partnership        herewith
             and the Registrant.
                                                         
   21.01     Subsidiaries of the Registrant.                          E
           
   23.01     Consent of Arthur Andersen LLP.                          Filed
                                                                      herewith

   27.01     Financial Data Schedule                                  Filed
                                                                      herewith
____________________

A  Incorporated   by  reference  to  the  Company's  registration
   statement  on  Form  S-1 (Registration No.  33-78772)  and  by
   reference to Exhibit 3.0 to the Company's quarterly report  on
   Form  10-Q for the fiscal quarter ended August 31, 1996.   The
   number  set forth herein is the number of the Exhibit in  said
   registration statement.

B  Incorporated  by  reference to Exhibit 7.1  to  the  Company's
   current report on Form 8-K dated July 11, 1994.

C  Incorporated  by  reference to Exhibit 10.0 to  the  Company's
   quarterly report on Form 10-Q
   for the fiscal quarter ended August 31, 1996.

D  Incorporated  by  reference  to Exhibit  1  to  the  Company's
   current report on Form 8-K dated January 1, 1995.

E   Incorporated by reference to Exhibit 21.01 to  the  Company's
    annual  report on Form 10-K for the fiscal year ended March 2,
    1996.


*   Management contract or compensatory plan or arrangement.

**  In accordance with Rule 12b-32 under the Securities Exchange Act
of  1934,  as amended, reference is made to the documents previously
filed  with the Securities and Exchange Commission, which  documents
are hereby incorporated by reference.

(B)    REPORTS ON FORM 8-K
       A report on Form 8-K dated January 19, 1998 reporting that
the  Company  had issued a press release announcing that  it  had
entered  into  a definitive agreement to acquire 13 Nevada  Bob's
franchised stores located in the New England area from a  private
investment partnership.

                           SIGNATURES

    Pursuant  to the requirements of Section 13 or 15(d)  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.


                            TREND-LINES, INC.


Date:  May 20, 1998         By:   /s/ Stanley D. Black
                                -----------------------------------------
                                Stanley D. Black, Chief Executive Officer


   Pursuant to the requirements of the Securities Exchange Act of
1934,  this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date
indicated.

       SIGNATURE                       TITLE                           DATE


   /s/  STANLEY D. BLACK      Director and Chief                    May 20, 1998
  --------------------------    Executive Officer
        Stanley D. Black 

  /s/  KARL P. SNIADY         Director and Executive Vice           May 20, 1998
  --------------------------    President, Finance and 
       Karl P. Sniady           Administration (Principal 
                                Financial and Accounting Officer)

  /s/ RONALD L. FRANKLIN      Director                              May 20, 1998
  --------------------------
      Ronald L. Franklin

  /s/ RICHARD GRINER          President, Chief Operating Officer    May 20, 1998
  --------------------------    and Director
      Richard Griner

  /s/ RICHARD A. MANDELL      Director                              May 20, 1998
  --------------------------
      Richard A. Mandell

  /s/ IRWIN WINTER            Director                              May 20, 1998
  --------------------------
      Irwin Winter



<PAGE>


                                 
                 TREND-LINES, INC. AND SUBSIDIARY
                                 
            Index to Consolidated Financial Statements



                                                                          Page

     Report of Independent Public Accountants                              F-2

     Consolidated Balance Sheets as of February 28, 1998 and 
       March 1,  1997                                                      F-3
 
     Consolidated Statements of Operations for the Fiscal Years 
       Ended February 28, 1998, March 1, 1997 and March 2, 1996            F-4
 
     Consolidated Statements of Stockholders' Equity for the 
       Fiscal Years Ended February 28, 1998, March 1, 1997 
       and March 2, 1996                                                   F-5
 
     Consolidated Statements of Cash Flows for the Fiscal Years 
       Ended February 28, 1998, March 1, 1997 and March 2, 1996            F-6
 
     Notes to Consolidated Financial Statements                            F-7


<PAGE> 


             Report of Independent Public Accountants
                                 
                                 
                                 
To Trend-Lines, Inc.:

We  have  audited the accompanying consolidated balance  sheets  of
Trend-Lines,  Inc. (a Massachusetts corporation) and subsidiary  as
of   February  28,  1998  and  March  1,  1997,  and  the   related
consolidated  statements  of operations, stockholders'  equity  and
cash flows for the years ended February 28, 1998, March 1, 1997 and
March  2,  1996.  These financial statements are the responsibility
of  the Company's management.  Our responsibility is to express  an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in accordance with  generally  accepted
auditing  standards.   Those standards require  that  we  plan  and
perform the audit to obtain reasonable assurance about whether  the
financial statements are free of material misstatement.   An  audit
includes  examining,  on  a  test basis,  evidence  supporting  the
amounts and disclosures in the financial statements.  An audit also
includes  assessing the accounting principles used and  significant
estimates  made  by management, as well as evaluating  the  overall
financial  statement  presentation.  We  believe  that  our  audits
provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of  Trend-
Lines,  Inc.  and subsidiary as of February 28, 1998 and  March  1,
1997, and the results of their operations and their cash flows  for
the years ended February 28, 1998, March 1, 1997 and March 2, 1996,
in conformity with generally accepted accounting principles.

Our  audits were made for the purpose of forming an opinion on  the
basic  consolidated financial statements taken  as  a  whole.   The
schedule listed in the index at item 14(a)(2) is the responsibility
of  the  Company's  management and is  presented  for  purposes  of
complying  with the Securities and Exchange Commission's rules  and
is  not  part of the basic consolidated financial statements.   The
schedule  has been subjected to the auditing procedures applied  in
our  audits of the basic consolidated financial statements and,  in
our opinion, fairly states, in all material respects, the financial
data  required  to be set forth therein in relation  to  the  basic
consolidated financial statements taken as a whole.



                                            ARTHUR ANDERSEN LLP



Boston, Massachusetts
April 16, 1998

<PAGE>


                 TREND-LINES, INC. AND SUBSIDIARY
                                 
                    Consolidated Balance Sheets
                                 
               (In Thousands, except share amounts)
                               Assets
                                               February 28,      March 1,
                                                   1998            1997
Current Assets:                                            
  Cash and cash equivalents                      $    669       $  1,006
  Accounts receivable, net                         18,546         12,155
  Inventories                                     102,172         85,909
  Prepaid expenses and other current assets         6,906          6,462
                                                           
    Total current assets                          128,293        105,532
                                                           
Property and Equipment, net                        19,387         14,753
                                                           
Intangible Assets, net                              6,973              -
                                                           
Other Assets                                          799            769
                                                           
                                                 $155,452       $121,054
                                                           
                 Liabilities and Stockholders' Equity                          

Current Liabilities:                                       
  Bank credit facility                           $ 43,801       $ 25,196
  Current portion of capital lease obligations        777            686
  Accounts payable                                 53,830         43,900
  Accrued expenses                                  8,111          5,690
                                                           
    Total current liabilities                     106,519         75,472
                                                           
Capital Lease Obligations, net of current portion   1,182          1,875
                                                           
Deferred Income Tax Liabilities                         -            301
                                                           
Commitments and Contingencies (Note 11)                    
                                                           
Stockholders' Equity:                                      
  Common stock, $.01 par value-                              
    Class A-                                                   
      Authorized-20,000,000 shares                                
      Issued-6,385,178 and 6,302,534 shares at                    
        February 28, 1998 and March 1, 1997,
        respectively                                   64             63
    Class B-                                                   
      Authorized-5,000,000 shares                                 
      Issued and outstanding-4,738,066 and 
        4,750,026 shares at February 28, 1998 
        and March 1, 1997, respectively                47             47
  Additional paid-in capital                       41,524         41,318
  Retained earnings                                 8,576          4,128
  Less-500,000 and 440,000 Class A shares                
    held in treasury at February 28, 1998 
    and March 1, 1997, respectively, at cost       (2,460)        (2,150)

      Total stockholders' equity                   47,751         43,406
                                                           
                                                 $155,452       $121,054

 The accompanying notes are an integral part of these consolidated
                       financial statements
                                 
<PAGE>

                 TREND-LINES, INC. AND SUBSIDIARY
                                 
               Consolidated Statements of Operations
                                 
        (In Thousands, except share and per share amounts)




                                             Fiscal Years Ended
                                   February 28,    March 1,     March 2,
                                       1998          1997         1996
                                                             
Net Sales                          $  231,143    $  208,582   $  174,795
                                                             
Cost of Sales                         157,129       139,871      117,447
                                                             
    Gross profit                       74,014        68,711       57,348
                                                             
Selling, General and Administrative
  Expenses                             63,483        61,045       59,845
                                                             
Restructuring Charge                        -             -        1,397
                                                             
    Income (loss) from operations      10,531         7,666       (3,894)
                                                             
Interest Expense, net                   3,239         2,355        1,654
                                                             
    Income (loss) before provision                               
      (benefit) for income taxes        7,292         5,311       (5,548)
                                                             
Provision (Benefit) for Income Taxes    2,844         2,061       (2,229)
                                                             
    Net income (loss)               $   4,448     $   3,250    $  (3,319)
                                                             
                                                             
Basic Net Income (Loss) per Share      $ .42         $ .30       $ (.33)
                                                             
Diluted Net Income (Loss) per Share    $ .40         $ .29       $ (.33)
                                                             
Basic Weighted Average Shares
  Outstanding (Note 2)             10,588,021    10,973,416   10,163,454
                                                             
Diluted Weighted Average Shares
  Outstanding (Note 2)             11,122,417    11,255,362   10,163,454
                                 
 The accompanying notes are an integral part of these consolidated
                       financial statements.
                                 
<PAGE>                                 


                 TREND-LINES, INC. AND SUBSIDIARY
                                 
          Consolidated Statements of Stockholders' Equity
                                 
               (In Thousands, except share amounts)
                                 
                                 
<TABLE>
<CAPTION>
                            Class A                 Class B
                          Common Stock            Common Stock     Additional              Treasury Stock         Total
                      Number       $.01       Number       $.01      Paid-in   Retained   Number              Stockholders'
                     of Shares   Par Value   of Shares   Par Value   Capital   Earnings  of Shares   Amount       Equity

<S>                  <C>           <C>       <C>           <C>       <C>       <C>        <C>       <C>        <C>
Balance,             3,241,437     $ 32      6,270,911     $ 63      $21,562   $  4,197          -  $     -     $ 25,854
  February 28, 1995
                                                                                   
  Conversion of      1,480,000       15     (1,480,000)     (15)           -          -          -        -            -
    Class B shares
    to Class A 
    shares
                                                                                   
  Proceeds from      1,500,000       15              -        -       19,581          -          -        -       19,596
    public offering,
    less offering
    expenses
                                                                                   
  Proceeds from         31,528        -              -        -          157          -          -        -          157
    exercise of                                                                       
    stock options,
    including related
    tax benefit
                                                                                   
  Net loss                   -        -              -        -            -     (3,319)         -        -       (3,319)
                                                                                   
Balance, March 2,    6,252,965     $ 62      4,790,911     $ 48      $41,300     $  878          -   $    -     $ 42,288
  1996
                                                                                  
  Conversion of Class   40,885        1        (40,885)      (1)           -          -          -        -            -
    B shares to Class
    A shares       
                                                                                  
  Proceeds from          8,684        -              -        -           18          -          -        -           18
    exercise of stock 
    options
                                                                                  
  Treasury stock             -        -              -        -            -          -    440,000   (2,150)      (2,150)
    purchase            
                                                                              
  Net income                 -        -              -        -            -      3,250          -        -        3,250
                                                                                  
Balance, March 1,    6,302,534     $ 63      4,750,026     $ 47      $41,318     $4,128    440,000  $(2,150)    $ 43,406
  1997
                                                                                  
  Conversion of Class   11,960        -        (11,960)       -            -          -          -        -            -
    B shares to Class
    A shares

  Proceeds from         70,684        1              -        -          206          -          -        -          207
    exercise of
    stock options                                  

  Treasury stock                      -              -        -            -          -     60,000     (310)        (310)
    purchase
                                                                                  
  Net income                 -        -              -        -            -      4,448          -        -        4,448
                                                                                  
Balance, February    6,385,178     $ 64      4,738,066     $ 47      $41,524     $8,576    500,000  $(2,460)     $47,751
  28, 1998                           
</TABLE>

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

<PAGE>


                 TREND-LINES, INC. AND SUBSIDIARY
                                 
               Consolidated Statements of Cash Flows
                          (In Thousands)
                                                   Fiscal Years Ended
                                           February 28,  March 1,  March 2,
                                               1998        1997      1996

Cash Flows from Operating Activities:                           
  Net income (loss)                           $  4,448   $  3,250   $(3,319)
  Adjustments to reconcile net income                             
    (loss) to net cash provided by (used 
    in) operating activities-
    Depreciation and amortization                2,836      1,832     1,556
    Deferred income taxes                         216         601      (574)
    Restructuring charge                            -           -     1,397
    (Gain) loss on sale of property and             -         (18)      549
      equipment
    Changes in current assets and                                   
      liabilities, net of effects of
      acquisition-
      Accounts receivable                      (6,391)     (3,836)   (1,573)
      Refundable income taxes                       -       3,517    (4,401)
      Inventories                             (14,296)    (17,024)  (23,733)
      Prepaid expenses and other current         (405)       (386)     (333)
        assets
      Accounts payable                          5,695      13,424     4,822
      Accrued expenses                            904        (912)    2,245
                                                                
        Net cash provided by (used in)         (6,993)        448   (23,364)
          operating activities
                                                                
Cash Flows from Investing Activities:                           
  Purchases of property and equipment          (7,188)     (3,500)   (4,861)
  Proceeds from sale of property and               73          70         -
    equipment
  Acquisition, net of cash acquired            (4,064)          -         -
  (Increase) decrease in other assets               -        (459)      472
                                                                
        Net cash used in investing            (11,179)     (3,889)   (4,389)
          activities
                                                                
Cash Flows from Financing Activities:                           
  Proceeds from public offerings, net               -           -    19,596
  Proceeds from exercise of stock options         207          18       157
  Net borrowings under bank credit             18,605       6,713     8,110
    facilities
  Proceeds from sale leaseback arrangement          -           -     1,099
  Net payments on capital lease                  (667)       (570)   (1,134)
    obligations
  Purchases of treasury stock                    (310)     (2,150)        -
                                                                
        Net cash provided by financing         17,835       4,011    27,828
          activities
                                                                
Net Increase (Decrease) in Cash And Cash         (337)        570        75
  Equivalents
                                                                
Cash and Cash Equivalents, beginning of         1,006         436       361
  year
                                                                
Cash and Cash Equivalents, end of year       $    669    $  1,006   $   436
                                                                
Supplemental Disclosure of Cash Flow                            
  Information:
  Cash paid for-                                                  
    Interest                                  $  3,212   $  2,650   $ 1,676
                                                                
    Income taxes                              $  2,418   $    176   $ 3,265
                                                                
Supplemental Disclosure of Noncash                              
  Investing and Financing Activities:
  Equipment acquired under capital lease      $     65   $    322   $ 1,146
    obligations
                                                                
  Summary of entity acquired -                                    
    Fair value of assets acquired                9,273          -         -
    Liabilities assumed                          5,209          -         -
    Cash paid, net of cash acquired           $  4,064   $      -   $     -
                                 
 The accompanying notes are an integral part of these consolidated
                       financial statements.

<PAGE>



                 TREND-LINES, INC. AND SUBSIDIARY
                                 
            Notes to Consolidated Financial Statements




(1) Operations

   Trend-Lines,  Inc.  (the  Company)  is  a  specialty   retailer,
   primarily of woodworking tools and accessories sold through  its
   nationally   distributed  Trend-Lines  mail-order  catalog   and
   through  Woodworkers  Warehouse retail  stores  located  in  New
   England,  New  York, New Jersey, Pennsylvania and  Delaware,  as
   well as Post Tool stores located in California and Nevada.   The
   Company  is  also  a  specialty retailer of golf  equipment  and
   supplies sold through its Golf Day retail stores located in  New
   England,  New  York,  New  Jersey,  Delaware,  Pennsylvania  and
   California and its nationally distributed mail-order catalog.
   
   On  June  30,  1994,  the  Company  completed  the  issuance  of
   2,550,000  shares of Class A common stock in an  initial  public
   offering  (IPO).  Net proceeds to the Company were approximately
   $19.7   million  after  deducting  expenses  of  the   offering.
   Subsequently,  on  July  29,  1994, the  Company  completed  the
   issuance  of 337,500 shares of Class A common stock pursuant  to
   the  exercise  of  the  underwriters' IPO overallotment  option,
   resulting   in  additional  net  proceeds  to  the  Company   of
   approximately $2.7 million.
   
   On  September 22, 1995, the Company completed the issuance of  a
   total  of  2,500,000 shares of Class A common  stock,  of  which
   1,000,000  shares  were  sold  by a  selling  stockholder.   Net
   proceeds  to the Company were approximately $19.6 million  after
   deducting expenses of the offering.
   
(2) Summary of Significant Accounting Policies
   
   The  accompanying consolidated financial statements reflect  the
   application  of  certain accounting policies described  in  this
   note  and  elsewhere in the accompanying notes  to  consolidated
   financial statements.
   
   (a) Principles of Consolidation
   
       The  accompanying consolidated financial statements  include
       the  accounts of the Company and Post Tool, Inc., its wholly
       owned subsidiary.  All significant intercompany balances and
       transactions have been eliminated in consolidation.
       
   (b) Fiscal Year
       
       On  January  17,  1996, the  Board of Directors  approved  a
       change in the Company's fiscal year-end from the last day in
       February  to  the  Saturday  closest  to  the  last  day  of
       February.  As a result, the Company's fiscal 1995 year ended
       on March 2, 1996, is a 53-week year and included three extra
       days compared to the prior year.  Fiscal year 1996 refers to
       the year ended March 1, 1997 and fiscal year 1997 refers  to
       the year ended February 28, 1998.


(2) Summary of Significant Accounting Policies (Continued)
       
   (c) Management Estimates  Used in the Preparation  of  Financial
       Statements
   
       The  preparation of financial statements in conformity  with
       generally accepted accounting principles requires management
       to  make  estimates and assumptions that affect the reported
       amounts   of  assets  and  liabilities  and  disclosure   of
       contingent  assets  and  liabilities  at  the  date  of  the
       financial  statements and the reported amounts  of  revenues
       and  expenses  during the reporting period.  Actual  results
       could differ from those estimates.
   
   (d) Cash and Cash Equivalents
   
       The  Company  considers all highly liquid  investments  with
       original  maturities of three months  or  less  to  be  cash
       equivalents.
   
   (e) Revenue Recognition

       Revenue from retail operations is recognized at the time  of
       sale.   Revenue  from  catalog  sales  is  recognized   upon
       shipment  to  the  customer.  The Company expenses  warranty
       costs as incurred, as historically such costs have not  been
       significant.
   
   (f) Inventories
   
       The Company values inventories, which consist of merchandise
       held  for resale, at the lower of cost (first-in, first-out)
       or market.
       
   (g) Prepaid Catalog Expenses
       
       The   Company  capitalizes  direct  costs  relating  to  the
       production  and  distribution of  its  mail-order  catalogs.
       These  costs  are charged to operations in relation  to  the
       revenues  that  are  derived from  the  mailings,  which  is
       generally  one  year  or  less from  the  date  of  mailing.
       Management's  revenue estimates are used  to  determine  the
       cost recovery period of the prepaid catalog expenses.
   
   (h) Store Preopening Costs
       
       The  Company  expenses, as incurred,  all  preopening  costs
       related to each new retail store location.

<PAGE>   
   
   (2) Summary of Significant Accounting Policies (Continued)

   (i) Property and Equipment

       Property and equipment are stated at cost.  Depreciation and
       amortization  are computed under both the straight-line  and
       accelerated methods in amounts that allocate the cost of all
       assets  over their estimated useful lives.  In fiscal  1995,
       the Company revised the estimated remaining lives of certain
       assets.   The  effect of this change in accounting  estimate
       was  a  reduction  of depreciation expense by  approximately
       $0.4 million in fiscal 1995.

       
                                             Estimated
           Asset Classification             Useful Lives
                             
       Equipment                              5-10 Years
       Equipment under capital leases      Life of lease
                                           or life of
                                           asset,
                                           whichever is
                                           shorter
       Furniture and fixtures                   10 Years
       Building                               39.5 Years
       Leasehold improvements              Initial lease
                                           term or life
                                           of asset,
                                           whichever is
                                           shorter
   
   
   (j) Customer Prepayments
   
       Advance  payments received from customers  are  included  in
       accrued  expenses  in the accompanying consolidated  balance
       sheets and are recognized as revenue upon shipment.
       
   (k) Concentration of Credit Risk
   
       Financial  instruments that subject the  Company  to  credit
       risk  consist  primarily of cash and  cash  equivalents  and
       trade accounts receivable.  The Company places its cash  and
       cash  equivalents  in  highly rated financial  institutions.
       The  Company  maintains an allowance  for  potential  credit
       losses.

<PAGE>


(2) Summary of Significant Accounting Policies (Continued)
       
   (l) Fair Value of Financial Instruments
       
       The  Company's financial instruments consist mainly of  cash
       and  cash  equivalents  and its bank credit  facility.   The
       carrying  amounts of the Company's cash and cash equivalents
       approximate  fair  value.  The bank  credit  facility  bears
       interest  at variable market rates; therefore, the  carrying
       amount approximates fair value.
       
   (m) Credit Card Policy
       
       The  Company extends credit to customers through third-party
       credit  cards,  including  its  private-label  credit  card.
       Credit  under  these accounts is extended by third  parties,
       and  accordingly, the Company bears minimal  financial  risk
       under  these  agreements as a result of credit  card  fraud.
       The  Company's agreements with third-party credit  companies
       provide  for  the electronic processing of credit  approvals
       and   electronic  submission  of  transactions.   Upon   the
       submission   of  these  transactions  to  the  credit   card
       companies, payment is transmitted directly to the  Company's
       bank  account usually within two to four days of  the  sales
       transaction.   Amounts  relating to fiscal  year  sales  not
       received  by  the  Company before year-end are  included  in
       accounts receivable in the accompanying consolidated balance
       sheets.  Fees incurred on credit card sales are included  in
       selling, general and administrative expenses.
       
       
   (n) Income Taxes
       
       Income  taxes  are  provided using the liability  method  of
       accounting   in  accordance  with  Statement  of   Financial
       Accounting  Standards (SFAS) No. 109, Accounting for  Income
       Taxes.   A  deferred tax asset or liability is recorded  for
       all   temporary  differences  between  financial   and   tax
       reporting.  Deferred tax expense (benefit) results from  the
       net  change  during  the  year of deferred  tax  assets  and
       liabilities.
       
<PAGE>       
   
       
(2) Summary of Significant Accounting Policies (Continued)
       
   (o) Earnings per Share
       
       In  February 1997, the Financial Accounting Standards  Board
       issued  SFAS  No. 128 Earning Per Share, which  changed  the
       method of calculating earnings per share.  SFAS 128 requires
       the presentation of "basic" earnings per share and "diluted"
       earnings per share.  Basic earnings per share is computed by
       dividing the net income available to common shareholders  by
       the  weighted  average  number of  shares  of  common  stock
       outstanding.   For  the  purposes  of  calculating   diluted
       earnings per share, the denominator includes both the number
       of  dilutive common stock equivalents such as stock  options
       and  warrants.  The Company adopted SFAS 128 in  the  fourth
       quarter  of fiscal 1997.  All prior period per share amounts
       have been restated to comply with SFAS 128.
       
       Common  stock  equivalents have not been considered  in  the
       calculation  of  net  loss  per share  for  the  year  ended
       March  2,  1996,  as  their effect  would  be  antidilutive.
       Outstanding shares have been adjusted to reflect a three-for-
       two   split   of  the  Class  A  common  stock  payable   on
       September  1, 1995 to stockholders of record on  August  24,
       1995  and a three-for-two split of the Class B common  stock
       effected  in the form of a stock dividend on July  17,  1996
       (see  Note  6).   The  stock splits have been  retroactively
       reflected   in   the  accompanying  consolidated   financial
       statements.
       
       Dilutive  securities include outstanding options  under  the
       Company's  stock  option plan.  Below is a  summary  of  the
       shares used in calculating basic and dilutited earnings  per
       share:
       
       
                                            February 28,  March 1,    March 2,
                                                1998        1997        1996
                                                            
        Weighted average number of shares    10,588,021  10,973,416  10,163,454
          of common stock outstanding
        Dilutive stock options                  534,396     281,946           -
                                                            
        Shares used in calculating           11,122,417  11,255,362  10,163,454
          diluted earnings per share


<PAGE>


(2) Summary of Significant Accounting Policies (Continued)
       
   (p) Impairment of Long-Lived Assets
   
       The  Company  accounts for long-lived assets  in  accordance
       with  SFAS No, 121, Accounting for the Impairment  of  Long-
       Lived  Assets  and for Long-Lived Assets to be Disposed  Of.
       The  Company continually reviews its long-lived  assets  for
       events  or changes in circumstances that might indicate  the
       carrying  amount of the assets may not be recoverable.   The
       Company assesses the recoverability of assets by determining
       whether the depreciation of such assets over their remaining
       lives can be recovered through projected undiscounted future
       cash  flows.  The amount of impairment, if any, is  measured
       based  on  projected discounted future cash  flows  using  a
       discount  rate  reflecting  the Company's  average  cost  of
       funds.   At February 28, 1998, no such impairment of  assets
       was indicated.
       
       Goodwill  represents the excess of the purchase  price  over
       the  fair  market  value of identified net assets  acquired.
       Goodwill  is being amortized using the straight-line  method
       over  a period of 20 years, the estimated useful life.   The
       Company  recognized $59,000 of goodwill amortization  during
       fiscal year 1997.  The Company continually evaluates whether
       events  and  circumstances have occurred that  indicate  the
       remaining  estimated  useful life of  goodwill  may  not  be
       recoverable.  When factors indicate that goodwill should  be
       evaluated for possible impairment, the Company estimates the
       related  business  segment's undiscounted  operating  income
       over  the remaining life of the goodwill to measure  whether
       goodwill  is  recoverable.  As of February 28,  1998,  there
       have been no write-downs of goodwill.

  (q) Reclassifications
       
       Certain  amounts  in  the prior year's financial  statements
       have  been reclassified in order to conform with the current
       year's presentation.


(3) Acquisition
       
   Effective  December 31, 1997, the Company acquired substantially
   all  of  the assets and liabilities of Golf Acquisition  Limited
   Partnership  (GALP).  The Company accounted for the  acquisition
   of   GALP   using  the  purchase  method  of  accounting   under
   Accounting  Principles Board (APB) Opinion  No.  16,  Accounting
   for    Business   Combinations.    The   purchase   price    was
   approximately  $3,908,000 in cash.  The  Company  also  incurred
   $156,000  in  costs  directly associated with  the  acquisition.
   These  costs  have  been capitalized as  part  of  the  purchase
   price.
   
   The  operating  results of this business  are  included  in  the
   consolidated   statement  of  operations  from   the   date   of
   acquisition.   The acquisition was accounted for as  a  purchase
   and  therefore  the  purchase  price  and  the  net  liabilities
   assumed have been allocated to goodwill.
   
<PAGE>   
   
   
   
   (3) Acquisition  (Continued)

   The  purchase  price and net liabilities assumed (goodwill)  was
   computed as follows:
   
         Purchase price (including 
           expenses), net of cash acquired              $4,064,000
                                                       
         Plus-fair market value                        
         assigned to net liabilities
                                                       
               Inventory                                 1,973,000
               Other assets                                269,000
               Accounts payable                         (4,235,000)
               Accrued liabilities                        (974,000)
                                           
                                                        (2,967,000)
                                           
               Goodwill                                 $7,031,000
   
   The  following  unaudited  pro  forma  information  (rounded  to
   thousands except share and per share amounts) shows the  results
   of  the  Company's  operations for the year ended  February  28,
   1998, as if the acquisition had occurred on March 2, 1997.
   
         Revenues                                         $250,888
         Income from operations                             10,948
         Net income                                          4,551
         Pro forma basic net income per share           $     0.43
         Pro forma diluted net income per share         $     0.41
         Basic weighted average shares outstanding      10,588,021
         Diluted weighted average share outstanding     11,122,417
   
   The  pro  forma  results  have  been  prepared  for  comparative
   purposes  only and are not necessarily indicative of the  actual
   results  of  operations had the acquisition taken  place  as  of
   March  2,  1997  or the results that may occur  in  the  future.
   Furthermore,  the pro forma results do not give  effect  to  all
   costs  savings or incremental costs that may occur as  a  result
   of the integration and consolidation of the companies.
   
<PAGE>


(4) Income Taxes

   The  components  of  the provision (benefit)  for  income  taxes
   shown  in  the  consolidated statements  of  operations  are  as
   follows (in thousands):
   
                          Fiscal Years Ended
                  February 28,    March 1,    March 2,
                     1998           1997        1996
   Current-
   Federal         $ 2,454       $ 1,186     $ (1,655)
   State               174           274            -
                                 
                     2,628         1,460       (1,655)
                                 
   Deferred-
   Federal            (123)          587          (20)
   State               339            14         (554)
                                 
                       216           601         (574)
                                 
                   $ 2,844       $ 2,061     $ (2,229)
   
   
   The  reconciliation of the federal statutory rate to the benefit
   (provision) for income taxes is as follows:
   
                                            Fiscal Years Ended
                                    February 28,  March 1,    March 2,
                                        1998        1997        1996

 Income tax provision (benefit) at     34.0%       34.0%      (34.0)%
   federal statutory rate
 State taxes, net of federal benefit    5.0         4.8        (6.2)
                                                    
                                       39.0%       38.8%      (40.2) %


<PAGE>

(4) Income Taxes (Continued)


   The  components of the net deferred income taxes  recognized  in
   the   accompanying   consolidated  balance   sheets   with   the
   approximate  income  tax  effect  of  each  type  of   temporary
   difference are as follows (in thousands):
   
                               February 28,    March 1,
                                   1998          1997
                                            
   Inventories                     $842         $ 691
   Prepaid catalog                 (565)         (508)
   Restructuring reserve              -           115
   State operating loss               -           376
     carryforward
   Other nondeductible reserves     473           529
     and accruals
   Depreciation and                (238)         (474)
     amortization
                                            
                                   $512         $ 729
   

 (5)  Bank Credit Facility

    During fiscal 1996, the Company entered into a secured line-of-
    credit  agreement  with a bank that, as amended  during  fiscal
    1997, expires on December 31, 2000. The facility bears interest
    at  the  bank's reference rate plus .75% (9.0% at February  28,
    1998) or LIBOR plus 2.25% (7.63% at February 28, 1998).  If for
    any  12  month  rolling period the fixed charges ratio  exceeds
    certain  limits, as defined, the bank's interest  rate  on  the
    facility  is  decreased  by  .25% for  the  period  immediately
    following such rolling period. Since March 1, 1997, the Company
    has  exceeded  the  fixed charges ratio.  A commitment  fee  of
    .375%  per  year  of the average unused commitment  amount,  as
    defined,  is  payable monthly.  The Company's revolving  credit
    facility  allows for borrowings up to $80 million  based  on  a
    borrowing  formula  related  to inventory  levels,  as  defined
    (borrowings include 50% of the amounts reserved for outstanding
    letters of credit).
       
    At  February  28,  1998,  the Company had  approximately  $43.8
    million  of  borrowings  outstanding  and  approximately   $0.6
    million  of  letters of credit outstanding.   The  Company  had
    approximately $9.3 million in available borrowings  under  this
    facility  at  February  28,  1998.   The  maximum  and  average
    outstanding  loan  balances  during  fiscal  1997  under   this
    facility  were  $47.5 million and $36.9 million,  respectively.
    The bank has a security interest in substantially all assets of
    the  Company.   The  bank  credit facility  agreement  contains
    certain  restrictive covenants, including, but not limited  to,
    maintenance   of   certain  levels  of  tangible   net   worth,
    maintaining stipulated interest coverage ratios and limitations
    on  capital  expenditures.  The Company was in compliance  with
    all bank covenants at February 28, 1998.


<PAGE>


(6) Stockholders' Equity

   (a) Stock Splits
   
       On August 8, 1995, the Company's Board of Directors approved
       a  three-for-two  stock split of the Class A  common  stock,
       effected  in the form of a stock dividend.  The record  date
       for  the  stock split was August 24, 1995, and the  dividend
       was  paid  on September 1, 1995.  The stock split  has  been
       retroactively  reflected  in the  accompanying  consolidated
       statements and notes for all periods presented.
       
       A stock split for the Company's Class B common stock was not
       effected at the same time  as the Class A because the number
       of authorized shares would have been exceeded.  As a result,
       Class B common stockholders had a conversion feature of 1.5-
       to-1  of  Class  A common stock.  At its annual  meeting  on
       July  17, 1996, the stockholders authorized  a three-for-two
       stock split of the Class B common stock effected in the form
       of  a stock dividend.  No additional shares were required to
       be  authorized  due to the fact that enough Class  B  common
       shares  had already been converted to Class A common shares;
       therefore,  the Class B common shares on a post-split  basis
       did  not  exceed the authorized limit.  Each  share  of  the
       Class  B common stock is convertible into one share of Class
       A  common  stock.   The stock split has  been  retroactively
       reflected  in  the accompanying consolidated statements  and
       notes for all periods presented.

   (b) Common Stock
   
       The rights and privileges of the common stockholders are  as
       follows:
        
        Voting Rights
        
        Holders  of Class A common stock are entitled to  one  vote
        per  share.   Holders of Class B common stock are  entitled
        to  10  votes  per  share.  Holders  of  both  classes  are
        entitled  to  vote together as one class  on  all  matters,
        with   certain  exceptions,  including  the   election   of
        directors.
        
        Dividends
        
        Holders  of  Class A common stock and Class B common  stock
        taken  together as a single class are entitled  to  receive
        such  dividends  as  may  be  declared  by  the  Board   of
        Directors.

<PAGE>


(6) Stockholders' Equity (Continued)
        
   (c) Preferred Stock
       
       On  May  9,  1994,  the Board of Directors and  stockholders
       voted to authorize 1,000,000 shares of preferred stock, $.01
       par  value.   The  Board  of  Directors  has  the  right  to
       establish  any  right  and  preferences  of  any  series  of
       preferred stock it so designates.  At February 28, 1998  and
       March 1, 1997, there were no issued or outstanding shares of
       preferred  stock  and  the  Board  of  Directors   had   not
       established any rights or preferences.

   (d) Stock Option Plans
       
       On   September   30,  1993,  the  Board  of  Directors   and
       stockholders  approved the 1993 Employee Stock  Option  Plan
       (the  Option Plan), which provides for the grant of  options
       to  purchase shares of Class A common stock to employees  of
       the  Company.  An employee's right to exercise such  options
       is subject to vesting, generally over four to seven years or
       in  such  percentages as defined by the Board of  Directors,
       and terminates 10 years from the date of grant.  A total  of
       1,525,000 shares of Class A common stock have been  reserved
       for options to be granted under the Option Plan.
       
       On  May  9,  1994,  the Board of Directors and  stockholders
       approved  the 1994 Non-Qualified Stock Option Plan for  Non-
       Employee  Directors (the Director Plan), which provides  for
       the  grant  of non-qualified options to purchase  shares  of
       Class  A  common  stock  to non-employee  directors  of  the
       Company.   A total of 90,000 shares of Class A common  stock
       have  been  reserved  for options to be  granted  under  the
       Director  Plan.  These options begin vesting one year  after
       the  date  of grant ratably over a period of six  years  and
       terminate 10 years from the date of grant.

<PAGE>


(6) Stockholders' Equity (Continued)
   (d) Stock Option Plans (Continued)
       
       Activity  under  the  Option  Plan  and  Director  Plan   is
       summarized as follows:


<TABLE>
<CAPTION>
                                       Option Plan                   Director Plan
                                   Number    Exercise Price      Number  Exercise Price
                                 Of Shares      per Share      Of Shares    per Share

<S>                             <C>            <C>              <C>         <C>
Outstanding, February 28, 1995    898,403      $1.84- 8.50       27,000     $   8.67
  Granted                         213,443       8.92- 9.58       13,500        10.00
  Terminated                      (85,159)      1.84- 8.50            -           -
  Exercised                       (31,540)      1.84- 8.50            -           -
                                                            
Outstanding, March 2, 1996        995,147       1.84- 9.58       40,500       8.67-10.00
  Granted                         730,975       4.25- 4.88       40,000       4.00- 4.88
  Terminated                     (582,980)      1.84- 9.58      (40,500)      8.67-10.00
  Exercised                        (8,684)      1.84- 4.38            -           -
                                                            
Outstanding, March 1, 1997      1,134,458       1.84- 4.88       40,000       4.00- 4.88
  Granted                         158,530       5.75- 7.06        3,000       7.00- 7.06
  Terminated                     (107,940)      1.84- 9.58            -           -
  Exercised                       (70,680)      1.84- 4.38            -           -
                                                            
Outstanding, February 28, 1998  1,114,388      $1.84-$7.06       43,000      $4.00-$4.88
                                                            
Exercisable, February 28, 1998    399,380      $1.84-$4.38            -      $    -
</TABLE>
   
   Set  forth below is a summary of options outstanding at February
   28, 1998:
   
                      (Outstanding)                       (Exercisable)
                                              Remaining
      Range of               Weighted Average  Contract         Weighted Average
   Exercise Prices  Options   Exercise Price     Life   Options  Exercise Price

       $1.84        354,814       $1.84          5.59   202,528      $1.84
    4.00 - 4.88     656,824        4.36          6.92   196,852       4.34
    5.75 - 7.06     145,750        6.69          9.30      -           -
       
       The  Company accounts for its stock-based compensation plans
       under  APB  Opinion No. 25, Accounting for Stock  Issued  to
       Employees.    In  October  1995,  the  Financial  Accounting
       Standards  Board issued SFAS No. 123, Accounting for  Stock-
       Based  Compensation,  which is effective  for  fiscal  years
       beginning after December 15, 1995.  SFAS No. 123 establishes
       a  fair-value-based  method  of accounting  for  stock-based
       compensation plans.  The Company has adopted the disclosure-
       only   alternative  under  SFAS  No.  123,  which   requires
       disclosure of the pro forma effects on earnings and earnings
       per  share as if SFAS No. 123 had been adopted, as  well  as
       certain other information.  The Company has computed the pro
       forma  disclosures required under SFAS No. 123 for all stock
       options  granted  as of February 28, 1998 using  the  Black-
       Scholes option pricing model prescribed by SFAS No. 123.


<PAGE>

(6) Stockholders' Equity (Continued)
       
   (d) Stock Option Plans (Continued)
       
       The  assumptions  used and the weighted average  information
       for  the fiscal years ended February 28, 1998, March 1, 1997
       and March 2, 1996 are as follows:
       
                                                Fiscal Years Ended
                                      February 28,    March 1,     March 2,
                                          1998          1997         1996

       Risk-free interest rates       6.25%-6.55%   5.65%-6.70%   5.65%-6.70%
       Expected dividend yield             -             -             -
       Expected lives                5 - 7.5 years   7.5 years     7.5 years
       Expected volatility                85%           85%           85%
       Weighted average grant-date       $4.74         $2.32         $7.07
         fair value of options 
         granted during the period
       Weighted average exercise         $3.88         $3.46         $5.76
         price of Options outstanding
       Weighted average remaining      6.81 years    7.41 years    7.92 years
         contractual life of options
         outstanding
       Weighted average exercise         $3.07         $2.98         $4.80
         price of 399,380, 313,388                                 
         and 187,024 options 
         exercisable at February 28,
         1998, March 1, 1997 and 
         March 2, 1996, respectively
       
       The effect of applying SFAS No. 123 would be as follows:
       
                                                 Fiscal Years Ended    
                                      February 28,    March 1,     March 2,
                                          1998          1997         1996

        Pro forma net income (loss)      $4,011        $2,294      $(3,518)
        Pro forma basic net income        $ .38         $ .21       $ (.35)
          (loss) per share
        Pro forma diluted net income      $ .36         $ .20       $ (.35)
          (loss) per share
       
       Because  the method prescribed by SFAS No. 123 has not  been
       applied  to options granted prior to February 28, 1995,  the
       resulting   pro   forma  compensation  cost   may   not   be
       representative of that to be expected in the future years.
       
<PAGE>

    (e) Treasury Stock
   
        On  August  15,  1996,  the Company's  Board  of  Directors
        approved  a stock repurchase plan, whereby the Company  may
        purchase  up  to  500,000 shares of common  stock  at  fair
        market  value to be used for future stock option  programs,
        investment and/or other corporate purposes.  As of February
        28, 1998, the Company had purchased 500,000 shares of Class
        A  common  stock for approximately $2.5 million,  of  which
        135,000 shares were purchased at fair market value in  1997
        from  a  member  of the Board of Directors  at  a  cost  of
        approximately $0.7 million.

   (f) 1997 Employee Stock Purchase Plan

        In  October 1997, the Company's Board of Directors approved
        the  1997 Employee Stock Purchase Plan (the Purchase  Plan)
        whereby,  the Company has reserved and may issue up  to  an
        aggregate of 250,000 shares of its Class A common stock for
        issuance  in accordance with the Purchase Plan.  Under  the
        terms  of  the  Purchase Plan, employees who  meet  certain
        eligibility  requirements  may  purchase  shares   of   the
        Company's  common stock at the closing price of the  common
        stock on the day immediately preceding the purchase date or
        the  nearest prior business day on which trading  occurred.
        There  were 2,200 shares purchases under the Purchase  Plan
        during fiscal 1997.
                                                                   

(7) Accounts Receivable
       
   Accounts receivable consist of the following (in thousands):
       
                                  February 28,    March 1,
                                      1998          1997
                                               
   Vendor receivables                $11,806      $ 8,459
   Trade receivables                   1,529        1,305
   Credit card receivables             2,673        1,778
   Other                               2,756          798
   Allowance for doubtful accounts      (218)        (185)
                                               
                                     $18,546      $12,155
       
<PAGE>

(8) Prepaid Expenses and Other Current Assets

   Prepaid  expenses  and  other  current  assets  consist  of  the
   following (in thousands):
   
                               February 28,   March 1,
                                   1998         1997
                                            
   Prepaid catalog                 $2,535     $ 2,905
   Other                            4,371       3,557
                                            
                                   $6,906     $ 6,462

(9) Property and Equipment

   Property and equipment consist of the following (in thousands):
   
                                      February 28,   March 1,
                                         1998          1997
                                                 
   Land                                 $ 186         $ 186
   Building                               672           677
   Furniture and fixtures               9,369         7,174
   Equipment                            7,747         5,082
   Equipment under capital leases       3,569         3,470
   Leasehold improvements               6,245         3,818
                                       27,788        20,407
   Less-Accumulated depreciation and    8,401         5,654
     amortization
                                                 
                                      $19,387       $14,753
   
   At  February  28,  1998  and  March  1,  1997,  the  accumulated
   depreciation associated with equipment under capital leases  was
   approximately $0.6 million and $0.9 million, respectively.

(10)  Transactions with Related Parties and Stockholders

   The  Company  has a lease arrangement with Mystic United  Realty
   Trust  (Mystic), for warehouse and office space at its  Chelsea,
   Massachusetts,   facility  (the  Chelsea   facility)   under   a
   noncancelable   lease   through  2005.   The   chief   executive
   officer/principal stockholder of the Company is  a  trustee  and
   beneficiary of Mystic.   Under the lease, the Company  must  pay
   to  Mystic, in the form of additional rent, all insurance,  real
   estate  taxes,  maintenance and operating costs related  to  the
   leased  premises, which approximate $0.4 million  annually  (see
   Notes 11 and 14).

<PAGE>


(11)  Commitments and Contingencies

   (a) Capital Leases

       The  Company  leases  computers and  other  equipment  under
       several   lease  agreements  that  qualify  for  capitalized
       treatment  under SFAS No. 13, Accounting for Leases.   These
       agreements  require monthly payments including  interest  at
       rates  ranging  from 5.7% to 10.8%, and  expire  at  various
       dates through January 2002.

       Future   minimum   lease  payments   under   capital   lease
       obligations  at  February  28,  1998  are  as  follows   (in
       thousands):
       
       Fiscal Year                             Amount
                                         
          1998                                  $ 940
          1999                                    886
          2000                                    313
          2001                                     78
            Total minimum lease payments        2,217
                                           
       Less-Amounts representing interest         258
                                           
            Obligations under capital leases    1,959
                                           
       Less-Current portion of capital            777
         lease obligations                     $1,182
                                           
    (b)  Operating Leases
       
       The  Company  leases  retail stores,  warehouse  and  office
       space,  and  certain  machinery and  equipment  under  lease
       agreements  expiring  through June 2005,  including  related
       party   lease  agreements  (Note  10).   Approximate  future
       minimum lease payments under operating leases as of February
       28, 1998 are as follows (in thousands):

                               Fiscal Year      Total
                    
                                  1998         $13,773
                                  1999          13,001
                                  2000          10,689
                                  2001           8,683
                                  2002           6,555
                                  Thereafter    14,723
                                               $67,424

<PAGE>

(11)  Commitments and Contingencies (Continued)

   (b) Operating Leases (Continued)
       
       Rent  and related expenses charged to operations during each
       of  the  years ended February 28, 1998, March  1,  1997  and
       March  2,  1996  were approximately $12.5, $10.3  and   $8.9
       million, respectively.
       
   (c) Litigation
   
       In  the ordinary course of business, the Company is party to
       various  types of litigation.  The Company believes  it  has
       meritorious defenses to all claims, and, in its opinion, all
       litigation currently pending or threatened will not  have  a
       material  effect  on  the Company's  financial  position  or
       results of operations.
       
(12)  Profit Sharing Plan

   The  Company  maintains a profit sharing plan  (the  Plan)  that
   provides    for    tax   deferred   employee   benefits    under
   Section  401(k) of the Internal Revenue Code.  The  Plan  allows
   employees  to  make contributions, a portion of  which  will  be
   matched  by the Company, up to the lesser of 3% of an employee's
   salary  or  the minimum amount allowed by law, as defined.   The
   Company   may   elect   to  make  an  additional   discretionary
   contribution  in  any  Plan year.  There were  no  discretionary
   Company  contributions  made  during  the  fiscal  years   ended
   February  28,  1998,  March 1, 1997  and  March  2,  1996.   The
   Company  contributions vest at a rate of 20% per year, beginning
   after  one  year of employment.  The Company has  made  matching
   contributions to the Plan of approximately $0.2 million each  of
   the  fiscal  years ended February 28, 1998, March  1,  1997  and
   March  2,  1996.  The Company pays the administrative  costs  of
   the Plan.
   
(13)  Significant Vendor
   
   Purchases from the Company's largest single supplier were  9.0%,
   10.4%  and 12.2% of total purchases for the years ended February
   28, 1998, March 1, 1997 and March 2, 1996, respectively.
   
<PAGE>

(14)  Restructuring Charge
   
   In  the  fourth quarter of fiscal 1995, the Company  recorded  a
   restructuring    charge   of   approximately    $1.4    million,
   representing   the   costs  associated  with  reorganizing   its
   operations.   These costs include the rent and related  expenses
   for  closing 12 retail store locations and for the consolidation
   of  the Company's distribution centers, as well as the severance
   and  related  benefits  for terminated  retail  employees.   The
   Company  recorded  the  restructuring  charge  as  follows   (in
   thousands):
   
        Closing of retail stores and related cost of 
          severance and benefits of terminated employees     $ 954
        Expenses associated with consolidation of 
          distribution centers                                 443
                                                            $1,397
   
   
   In fiscal 1996 and 1997, $1.1 million and $.3 million,
   respectively, was charged against the reserve.  As of February
   28, 1998 the restructuring was complete.

(15)  Selected Information by Business Segments
   
   The  Company  sells its products through retail stores  and  its
   nationally   distributed  mail-order  catalogs.   Retail   store
   operations consist of Woodworkers Warehouse, Post Tool and  Golf
   Day retail stores.
   
<PAGE>   


(15)  Selected Information by Business Segments (Continued)

   Catalog  operations  consist of the  Trend-Lines  and  Golf  Day
   catalogs.  Selected information for each of the Company's  major
   business  segments is as follows for each of  the  fiscal  years
   ended  February 28, 1998, March 1, 1997 and March  2,  1996  (in
   thousands):
   
                                        Fiscal Years Ended
                                February 28,    March 1,      March 2,
                                    1998          1997          1996
   Net sales-                                        
     Retail                      $ 171,612     $ 140,342     $  98,515
     Catalog                        59,531        68,240        76,280
                                                     
                                  $231,143     $ 208,582     $ 174,795
   Income (loss) from operations-
     Retail                       $ 11,411     $   7,591     $     321
     Catalog                         8,647         8,126         8,220
     General corporate expenses     (9,527)       (8,051)      (12,435)
                                                     
                                  $ 10,531     $   7,666     $  (3,894)
   Identifiable assets-                              
     Retail                       $134,791     $  96,151     $  76,374
     Catalog                        19,691        23,897        23,848
     General corporate assets          970         1,006           436
                                                     
                                  $155,452     $ 121,054     $ 100,658
   Depreciation and amortization-
     Retail                       $  1,600     $     971     $     419
     Catalog                         1,236           861         1,137
                                                     
                                  $  2,836     $   1,832     $   1,556
   Capital expenditures-                             
     Retail                       $  4,005     $   2,335     $   4,325
     Catalog                         3,248         1,487         1,682
                                                     
                                  $  7,253     $   3,822     $   6,007

<PAGE>

(15)  Selected Information by Business Segments (Continued)
   
   The  Company  operates  from  a single  distribution  center  in
   Revere,  Massachusetts, for its Woodworkers Warehouse  and  Golf
   Day   operations  and  utilizes  common  labor   pools,   common
   management  at  the  corporate level and a single  telemarketing
   sales  force.   With  the acquisition of Post  Tool,  Inc.,  the
   Company  has  retained its Hayward, California,  facility  as  a
   distribution  center for fulfillment of Post Tool,  Inc.  retail
   stores  exclusively.  As a result, many of the expenses  of  the
   Company   are   shared  between  the  business  segments.    The
   disclosures in the above table were determined after  allocating
   shared  resources and expenses.  Such allocations were based  on
   the judgment of the Company's management.
   
(16)  Quarterly Results of Operations (Unaudited)
   
   The  following  summarized unaudited results of  operations  for
   fiscal  1997  and  1996 have been accounted for using  generally
   accepted  accounting principles for interim  reporting  purposes
   and   include   adjustments  (consisting  of  normal   recurring
   adjustments) that the Company considers necessary for  the  fair
   presentation  of  results for the interim periods  shown  below.
   (In thousands, except per share amounts):
   
                                 First     Second     Third       Fourth
                                Quarter    Quarter    Quarter     Quarter
  Fiscal 1997-                                             
    Net sales                  $ 57,089   $ 50,819   $ 52,357   $ 70,878
    Gross profit                 18,932     16,413     16,216     22,453
    Net income                      413        423        855      2,757
    Basic net income per          $ .04      $ .04      $ .08      $ .26
     share
    Diluted net income per        $ .04      $ .04      $ .08      $ .24
     share
    Basic weighted average                                 
     common shares outstanding   10,586     10,568     10,589     10,609
    Diluted weighted average
     common shares outstanding   11,038     11,120     11,175     11,130
                                                          
  Fiscal 1996-                                           
    Net sales                   $49,311    $46,827   $ 49,100    $63,344
    Gross profit                 16,416     15,223     16,017     21,055
    Net income                      184        225        640      2,201
    Basic net income per share    $ .02      $ .02      $ .06      $ .20
    Diluted net income per        $ .02      $ .02      $ .06      $ .20
     share
    Basic weighted average                                  
     common shares outstanding   11,048     11,044     11,014     10,788
    Diluted weighted average 
     common shares outstanding   11,297     11,298     11,305     11,170

<PAGE>

                                                                    Schedule II



                 TREND-LINES, INC. AND SUBSIDIARY
                                 
                 Valuation and Qualifying Accounts

                          (In Thousands)


                           Balance,   Charged to             Balance,
                          Beginning   Costs and               End of
                          of Period    Expenses  Deductions   Period
                                                                
Allowance for Doubtful                                      
  Accounts:
                                                            
    March 2, 1996            $  93        $  -      $   -       $ 93
                                                            
    March 1, 1997            $  93        $ 92      $   -       $185
                                                            
    February 28, 1998        $ 185        $ 89      $  56       $218