<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q


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

                For the quarterly period ended November 3, 2001
                                               ----------------
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _________________to _________________

     Commission file number             0-21406                           .
                            ----------------------------------------------

                                Brookstone, Inc.                          .
     ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                                   06-1182895
                   --------                                   ----------
(State or other jurisdiction of incorporation             (I.R.S. Employer
              or organization)                           Identification No.)

                     17 Riverside Street, Nashua, NH  03062
                     --------------------------------------
               (address of principal executive offices, zip code)

                                  603-880-9500
                                  ------------
              (Registrant's telephone number, including area code)
                                                                      .
          ------------------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   X    No
   -------   --------


               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes          No
   ---------   --------

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 8,369,720 shares of common
stock as of December 7, 2001.
<PAGE>

                                BROOKSTONE, INC.

                               Index to Form 10-Q
<TABLE>
<CAPTION>

Part I: Financial Information                              Page No.
        ---------------------                              --------
<S>                                                        <C>

Item 1:
         Consolidated Balance Sheet
         as of November 3, 2001, February 3, 2001 and
         October 28, 2000                                     3

         Consolidated Statement of Operations for the
         thirteen & thirty-nine weeks ended November 3,
         2001 and October 28, 2000                            4

         Consolidated Statement of Cash Flows for the
         thirty-nine weeks ended November 3, 2001 and
         October 28, 2000                                     5

         Notes to Consolidated Financial Statements           6

Item 2:
         Management's Discussion and Analysis of Financial
         Condition and Results of Operations                  9

Part II: Other Information
         -----------------

Item 1:
         Legal Proceedings                                   11

Item 2:
         Change in Securities                                11

Item 3:
         Defaults by the Company upon its Senior Securities  11

Item 4:
         Submission of Matters to a Vote of Security         11
         Holders

Item 5:
         Other Information                                   11

Item 6:
         Exhibits and Reports on Form 8-K                    11

Signatures                                                   12

</TABLE>
<PAGE>

                                BROOKSTONE, INC.
                           CONSOLIDATED BALANCE SHEET
                       (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                      (Unaudited)                                  (Unaudited)
                                                    November 3, 2001       February 3, 2001      October 28, 2000
                                                    ----------------       ----------------      ----------------
<S>                                              <C>                     <C>                   <C>
Assets
------

Current assets:
    Cash and cash equivalents                            $  1,573              $ 35,397              $  1,328
    Receivables, net                                        6,799                 7,477                 9,637
    Merchandise inventories                                87,054                55,059                82,614
    Deferred income taxes                                  13,568                 3,633                 9,016
    Other current assets                                    6,951                 4,030                 5,310
                                                       ----------          ------------           -----------
        Total current assets                              115,945               105,596               107,905

Deferred income taxes                                       3,689                 3,662                 3,806
Property and equipment, net                                48,097                41,956                41,047
Intangible assets, net                                      4,949                 5,359                 5,496
Other assets                                                6,100                 2,595                 4,289
                                                      -----------          ------------          ------------
                                                         $178,780              $159,168              $162,543
                                                      ===========          ============          ============
Liabilities and Shareholders' Equity
------------------------------------

Current liabilities:
    Short-term borrowings                                $ 35,470              $    ---              $ 21,400
    Accounts payable                                       27,248                13,522                34,380
    Other current liabilities                              15,683                28,966                16,016
                                                      -----------          ------------          ------------
         Total current liabilities                         78,401                42,488                71,796

Other long-term liabilities                                12,100                11,755                11,040
Long-term obligation under capital lease                    2,332                 2,414                 2,429

Commitments and contingencies

Shareholders' equity:
Preferred stock, $0.001 par value:
 Authorized - 2,000,000 shares; issued and
 outstanding - 0 shares at November 3, 2001,
 February 3, 2001 and October 28, 2000
Common stock, $0.001 par value:
 Authorized 50,000,000 shares; issued and
 outstanding - 8,369,720 shares at
 November 3, 2001, 8,320,640 shares at
 February 3, 2001 and 8,319,640 shares at
 October 28, 2000                                               8                     8                     8
Additional paid-in capital                                 50,654                50,277                50,266
Retained earnings                                          35,332                52,273                27,051
Treasury stock, at cost-3,616 shares at
 November 3, 2001, February 3, 2001 and                       (47)                  (47)                  (47)
 October 28, 2000                                   -------------           -----------          ------------
Total shareholders' equity                                 85,947               102,511                77,278
                                                    -------------           -----------          ------------
                                                         $178,780              $159,168              $162,543
                                                    =============           ===========          ============
</TABLE>

Note: The accompanying notes are an integral part of these financial statements.
<PAGE>

                                BROOKSTONE, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                             Thirteen Weeks Ended                        Thirty-nine Weeks Ended
                                 --------------------------------------------  ---------------------------------------------
                                    November 3, 2001       October 28, 2000       November 3, 2001       October 28, 2000
                                 ----------------------  --------------------  ----------------------  ---------------------

<S>                              <C>                     <C>                   <C>                     <C>
Net sales                                $ 58,523               $63,817                $183,132               $183,593

Cost of sales                              44,306                45,733                 133,987                128,924
                                         --------               -------                --------               --------
Gross profit                               14,217                18,084                  49,145                 54,669

Selling, general and
 administrative expenses                   28,339                25,621                  76,031                 70,450
                                         ---------              -------                 -------                --------
Loss from operations                      (14,122)               (7,537)                (26,886)               (15,781)

Interest expense, net                         467                   400                     616                    405
                                        ---------               -------                --------                -------
Loss before taxes and
  cumulative effect of
  accounting change                       (14,589)               (7,937)                (27,502)               (16,186)

Income tax benefit                         (5,602)               (3,048)                (10,561)                (6,216)
                                         --------               -------                --------               --------

Loss before cumulative effect
 of accounting change                      (8,987)               (4,889)                (16,941)                (9,970)

Cumulative effect of
 accounting change, net of tax                ---                   ---                     ---                   (308)
                                         --------               -------                --------               --------

Net Loss                                 $ (8,987)              $(4,889)               $(16,941)              $(10,278)
                                         ========               =======                ========               ========

Basic/diluted loss per share:
-----------------------------
Loss before cumulative effect
 of accounting change                    $  (1.07)              $ (0.59)               $  (2.03)              $  (1.20)

Cumulative effect of
 accounting change, net of tax                ---                   ---                     ---                  (0.04)
                                         --------               -------                --------               --------
Net loss                                 $  (1.07)              $ (0.59)               $  (2.03)              $  (1.24)
                                         ========               =======                ========               ========


Weighted average shares
 outstanding - basic/diluted                8,370                 8,316                   8,350                  8,306
                                         ========                =======               ========               ========
</TABLE>

Note: The accompanying notes are an integral part of these financial statements.
<PAGE>

                                BROOKSTONE, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                         Thirty-nine Weeks Ended
                                                                   ---------------------------------------
                                                                   November 3, 2001       October 28, 2000
                                                                   ----------------       ----------------
<S>                                                               <C>                     <C>
Cash flows from operating activities:
Net loss                                                                $(16,941)             $(10,278)

Adjustments to reconcile net loss to net cash used by
 operating activities:

  Depreciation and amortization                                            8,189                 7,616
  Amortization of debt issuance costs                                        119                   220
  Deferred income taxes                                                   (9,962)               (6,455)
  Related tax benefits on exercise of stock options                          183                    47
  Increase in other assets                                                (3,624)               (2,975)
  Increase in other long-term liabilities                                    345                   244

Changes in working capital:
   Accounts receivable, net                                                  678                (4,212)
   Merchandise inventories                                               (31,995)              (38,975)
   Other current assets                                                   (2,921)                 (738)
   Accounts payable                                                       13,726                18,621
   Other current liabilities                                             (13,283)               (9,514)
                                                                        --------             ---------
Net cash used by operating activities                                    (55,486)              (46,399)
                                                                        --------             ---------
Cash flows from investing activities:
   Expenditures for property and equipment                               (13,920)               (5,179)
                                                                        --------             ---------
Net cash used for investing activities                                   (13,920)               (5,179)
                                                                        --------             ---------
Cash flows from financing activities:
   Borrowings from revolving credit agreement                             35,470                21,400
   Payments for capitalized lease                                            (82)                  (82)
   Proceeds from exercise of stock options                                   194                   199
                                                                        --------             ---------
Net cash provided by financing activities                                 35,582                21,517
                                                                        --------             ---------
Net decrease in cash and cash equivalents                                (33,824)              (30,061)

Cash and cash equivalents at beginning of period                          35,397                31,389
                                                                        --------             ---------
Cash and cash equivalents at end of period                              $  1,573              $  1,328
                                                                        ========             =========

</TABLE>
Note: The accompanying notes are an integral part of these financial statements.
<PAGE>

                                BROOKSTONE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  The results of the thirty-nine week period ended November 3, 2001 are not
    necessarily indicative of the results for the full fiscal year. The
    Company's business, like the business of retailers in general, is subject to
    seasonal influences. Historically, the Company's fourth fiscal quarter,
    which includes the winter holiday selling season, has produced a
    disproportionate amount of the Company's net sales and substantially all of
    its income from operations. The Company expects that its business will
    continue to be subject to such seasonal influences.

2.  During the fourth quarter of Fiscal 2000, the Company changed its revenue
    recognition policy for catalog sales and other drop shipment sales in
    accordance with the Securities and Exchange Commission's Staff Accounting
    Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements".
    Under the provisions of SAB 101, revenue on catalog sales is recognized at
    time of customer receipt instead of at time of shipment, as the company
    retains risk of loss while the goods are in transit. The cumulative effect
    of this change for periods prior to Fiscal 2000 was $308 thousand, net of
    tax benefit of $193 thousand, and has been reflected in the Company's
    thirty-nine week period ended October 28, 2000.

3.  In the fourth quarter of Fiscal 2000, the Company changed its income
    statement classification of shipping and handling fees and costs in
    accordance with the Emerging Issues Task Force 2000-10, "Shipping and
    Handling Fees and Costs" ("EITF 00-10"). As a result of this adoption of
    EITF 00-10, the Company now reflects shipping and handling fees billed to
    customers as revenue while the related shipping and handling costs are
    included in cost of goods sold. Prior to the adoption of EITF 00-10 such
    fees and costs were netted in selling, general and administrative expenses.
    Shipping and handling fees and costs for all prior periods presented have
    been classified to conform to the new income statement presentation.

4.  In July 2001, the Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standards ("SFAS") 142, "Goodwill and
    Other Intangible Assets." SFAS 142 requires that ratable amortization of
    goodwill be replaced with periodic tests of the goodwill's impairment and
    that intangible assets, other than goodwill, which have determinable useful
    lives be amortized over that period. SFAS 142 is effective for fiscal years
    beginning after December 15, 2001. The Company has not yet determined the
    impact, if any, of implementing SFAS 142 on the Company's consolidated
    financial statements.

5.  In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
    Disposal of Long-Lived Assets." SFAS 144 modifies the rules for accounting
    for the impairment or disposal of long-lived assets, excluding goodwill. The
    new rules will become effective for fiscal years beginning after December
    15, 2001, with earlier application encouraged. The Company has not yet
    determined the impact, if any, of implementing SFAS 144 on the Company's
    consolidated financial statements.

6.  The accompanying unaudited consolidated financial statements have been
    prepared in accordance with generally accepted accounting principles and
    practices consistently applied in the United States of America. In the
    opinion of the Company, these financial statements contain all adjustments
    (consisting of only normal recurring adjustments) necessary to present
    fairly the financial position and the results of operations for the periods
    reported. Certain information and footnote disclosures normally included in
    financial statements presented in accordance with generally accepted
    accounting principles have been condensed or omitted. It is suggested that
    the accompanying unaudited consolidated financial statements be read in
    conjunction with the annual financial statements and notes thereto which may
    be found in the Company's Fiscal 2000 annual report.

7.  Certain reclassifications have been made to the thirteen and thirty-nine
    week periods ended October 28, 2000 to conform to the current year
    presentation.

8.  The exercise of stock options, which have been granted under the Company's
    stock option plans, gives rise to compensation, which is includable in the
    taxable income of the optionees and deductible by the Company for tax
    purposes upon exercise. Such compensation reflects an increase in the fair
    market value of the Company's common stock subsequent to the date of grant.
    For financial reporting purposes, the tax effect of
<PAGE>

    this deduction is accounted for as a credit to additional paid-in capital
    rather than as a reduction of income tax expense. Such exercises resulted in
    a tax benefit of approximately $183 thousand for the thirty-nine week period
    ended November 3, 2001.

9.  Business conducted by the Company can be segmented into two distinct areas
    determined by the method of distribution channel. The retail segment is
    comprised of all full-year stores in addition to all temporary stores and
    kiosks. Retail product distribution is conducted directly through the store
    location. The direct marketing segment is comprised of the Hard-to-Find
    Tools, Brookstone Collection and Gardeners Eden catalogs and the Internet
    site www.Brookstone.com. Direct marketing product distribution is conducted
    through the Company's direct marketing call center and distribution facility
    located in Mexico, Missouri or by the Company's vendors. Both segments of
    the Company sell similar products, although not all Company products are
    fully available within both segments.

    All costs directly attributable to the direct marketing segment are charged
    accordingly while all remaining operating costs are charged to the retail
    segment.  The Company's management does not review assets by segment.

    The tables below disclose segment net sales and pre-tax loss for the
    thirteen and thirty-nine week periods ended November 3, 2001 and October
    28, 2000 (in thousands).
<TABLE>
<CAPTION>

Thirteen Weeks:                     Net Sales                         Pre-tax Loss
                       ----------------------------------  -----------------------------------
                       November 3, 2001  October 28, 2000  November 3, 2001   October 28, 2000
                       ----------------  ----------------  ----------------   ----------------
<S>                    <C>               <C>               <C>                <C>
Reportable segment:
Retail                    $ 45,060          $ 52,094          $(12,204)          $ (6,800)
Direct marketing            13,463            11,723            (1,918)              (737)

Reconciling items:
   Interest expense            ---               ---              (471)              (454)
   Interest income             ---               ---                 4                 54
                          --------          --------          --------           --------
Consolidated:             $ 58,523          $ 63,817          $(14,589)          $ (7,937)
                          --------          --------          --------           --------

Thirty-nine Weeks:                Net Sales                           Pre-tax Loss
                      -----------------------------------  -----------------------------------
                       November 3, 2001  October 28, 2000  November 3, 2001   October 28, 2000
                      -----------------  ----------------  ----------------   ----------------
Reportable segment:
Retail                    $147,437          $149,714          $(22,923)          $(13,503)
Direct marketing            35,695            33,879            (3,963)            (2,278)

Reconciling items:
   Interest expense            ---               ---            (1,034)            (1,023)
   Interest income             ---               ---               418                618
                          --------          --------          --------           --------
Consolidated:             $183,132          $183,593          $(27,502)          $(16,186)
                          ========          ========          ========           ========
</TABLE>
<PAGE>

10.  Basic and diluted earnings per share (EPS) were calculated for the thirteen
     and thirty-nine week periods ended November 3, 2001 and October 28, 2000 as
     follows:

<TABLE>
<CAPTION>
                            Thirteen Weeks Ended                 Thirty-nine Weeks Ended
                    -----------------------------------   ------------------------------------
                    November 3, 2001   October 28, 2000   November 3, 2001    October 28, 2000
                    ----------------   ----------------   ----------------    ----------------
<S>                <C>                    <C>               <C>                  <C>
Net loss               $(8,987)           $ (4,889)           $ (16,941)         $ (10,278)
                      ========           =========            =========          =========
Weighted average
 number of common
 shares outstanding      8,370               8,316                8,350              8,306

Effect of dilutive
 securities:               ---                 ---                  ---                ---
   Stock options      --------           ---------            ---------          ---------
Weighted average
 number of common
 shares as adjusted      8,370               8,316                8,350              8,306
                      ========           =========            =========          =========
Net loss per share -
 basic/diluted        $  (1.07)          $   (0.59)           $   (2.03)         $   (1.24)
                      ========           =========            =========          =========
</TABLE>

For the thirteen and thirty-nine week periods ended November 3, 2001,
antidilutive shares of 757,112 and 683,735 respectively were excluded from the
computations of diluted earnings per share. For the thirteen and thirty-nine
week periods ended October 28, 2000, antidilutive shares of 140,009 and 176,903
respectively were excluded from the computations of diluted earnings per share.
<PAGE>

                                BROOKSTONE, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR
       THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED NOVEMBER 3, 2001

Results of Operations
---------------------

     For the thirteen and thirty-nine week periods ended November 3, 2001, net
sales decreased 8.3% and 0.3%, respectively, over the comparable periods last
year.  Same store sales for the thirteen and thirty-nine week periods decreased
17.0% and 6.7%, respectively.  Net retail sales decreased 13.5% and 1.5%,
respectively, over the comparable periods last year as a result of exceptionally
strong scooter sales in the third quarter of last year and also due to reduced
sales since the tragic events of September 11, 2001, especially in the Company's
airport and tourist locations.  The retail sales decreases were partially offset
by the opening of 23 new stores since the third quarter of Fiscal 2000, 14 of
which opened in the third quarter of 2001.  The total number of stores open at
the end of the thirty-nine week period ended November 3, 2001 was 245, net of
two store closings in Fiscal 2000, versus 224 at the end of the comparable
period in Fiscal 2000. Direct marketing sales for the thirteen and thirty-nine
week periods increased 14.8% and 5.4%, respectively, over the comparable periods
last year.

     For the thirteen and thirty-nine week periods ended November 3, 2001, gross
profit as a percentage of net sales was 24.3% and 26.8%, respectively, versus
28.3% and 29.8% for the comparable periods last year.  The decreases in
percentages are due to occupancy cost increases as a result of the additional
number of stores in Fiscal 2001 and same store sales decreases.   These
decreases were partially offset by decreases in net material costs.

     Selling, general and administrative expenses as a percentage of net sales
for the thirteen and thirty-nine week periods ended November 3, 2001 were 48.4%
and 41.5%, respectively, versus 40.1% and 38.4%, respectively, for the
comparable periods last year.  The thirteen-week percentage increase resulted
from the sales decrease experienced during the quarter as well as costs
associated with the direct marketing channel, principally catalog and postage
costs.  The thirty-nine week percentage increase resulted primarily from
decreased sales and third quarter catalog and postage costs.

     Net interest expense for the thirteen and thirty-nine week periods ended
November 3, 2001 was $467 thousand and $616 thousand, respectively, compared to
$400 thousand and $405 thousand during the comparable periods last year. These
increases are primarily the result of increased borrowings under the Company's
revolving credit agreement in Fiscal 2001 versus the same periods in Fiscal
2000.

     As a result of the foregoing, the Company reported a net loss of $9.0
million, or $1.07 per basic and diluted share, for the thirteen-week period
ended November 3, 2001, as compared to a net loss of  $4.9 million, or $0.59 per
basic and diluted share, for the comparable period last year.  For the thirty-
nine week period ended November 3, 2001 the Company reported a net loss of $16.9
million, or $2.03 per basic and diluted share as compared to a $10.3 million net
loss, or $1.24 per basic and diluted share (after reflecting the reduction of
the cumulative effect of accounting change of $0.04), for the comparable period
last year.


Financial Condition
-------------------

     For the thirty-nine week period ended November 3, 2001, net cash used by
operating activities totaled $55.5 million, primarily as a result of the net
loss, the payment of income taxes and the purchase of inventory, offset by an
increase in the accounts payable balance due to the timing of expense and
merchandise payments.  Cash used for investment activities during the first
thirty-nine weeks of Fiscal 2001, representing the purchase of property and
equipment, amounted to $13.9 million. Cash from financing activities during the
thirty-nine week period of Fiscal 2001 amounted to $35.6 million, acquired
primarily through borrowings under the Company's revolving credit agreement.

     For the thirty-nine week period ended October 28, 2000, net cash used by
operating activities totaled $46.4 million, reflecting primarily the net loss,
the payment of income taxes and the purchase of inventory, offset by an increase
in the accounts payable balance due to the timing of expense and merchandise
payments. Cash used for investment activities during the thirty-nine week period
of Fiscal 2000, representing the purchase of property and
<PAGE>

equipment amounted to $5.2 million. Cash from financing activities during the
thirty-nine week period of Fiscal 2000 amounted to $21.5 million, acquired
primarily through borrowings under the Company's revolving credit agreement.

     Merchandise inventories were $87.1 million at November 3, 2001 compared to
$55.1 million at February 3, 2001.  This higher inventory position is
attributable to inventory purchases during the year to support the holiday
selling period.  At the end of the third quarter of Fiscal 2001, merchandise
inventories were 5.4% higher than the comparable period in Fiscal 2000,
reflecting the Company's third quarter 2001 efforts to realign inventories with
anticipated sales through reduced receipts and tighter inventory controls.

     The Company's capital expenditures in the third quarter of Fiscal 2001 were
principally related to the opening of 14 new stores, including one airport
location and one Gardeners Eden store. The Company anticipates opening 27 new
stores, including five airport locations, two Gardeners Eden stores and
remodeling five stores during Fiscal 2001.

     The Company maintains a revolving credit agreement to finance inventory
purchases, which historically peak in the third quarter in anticipation of the
winter holiday selling season.  At November 3, 2001, the Company had
approximately $35.5 million in outstanding borrowings under its revolving credit
agreement.  At October 28, 2000 the Company had $21.4 million in outstanding
borrowings under its revolving credit agreement.  The Company's current
revolving credit agreement expires July 2, 2002, and the Company has begun
renegotiations.

     The Company believes that available borrowings, cash on hand and
anticipated cash generated from operations will be sufficient to finance planned
retail store openings, remodelings and other capital requirements throughout
Fiscal 2001.


Outlook: Important Factors and Uncertainties
--------------------------------------------

     Statements in this quarterly report which are not historical facts,
including statements about the Company's confidence or expectations, plans for
opening new stores, capital needs and liquidity and other statements about the
Company's operational outlook, are forward-looking statements subject to risks
and uncertainties that could cause actual results to differ materially from
those set forth in such forward-looking statements.  Such risks and
uncertainties include, without limitation, risks of changing market conditions
in the overall economy and the retail industry, consumer demand, the
availability of appropriate real estate locations and the ability to negotiate
favorable lease terms in respect thereof, customer response to the Company's
direct marketing initiatives, the effectiveness of e-commerce technology, the
availability of products, availability of adequate transportation of such
products and other factors detailed from time to time in the Company's annual
and other reports filed with the Securities and Exchange Commission. Words such
as "estimate", "project", "plan", "believe", "feel", "anticipate", "assume",
"may", "will", "should", and similar words and phrases may identify forward
looking statements.  Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date thereof. The Company
undertakes no obligations to publicly release any revisions to these forward-
looking statements or reflect events or circumstances after the date hereof.
<PAGE>

PART II

                               OTHER INFORMATION

Item 1:   LEGAL PROCEEDINGS
          -----------------

          Brookstone is involved in various routine legal proceedings incidental
          to the conduct of its business.  The Company does not believe that any
          of these legal proceedings will have a material adverse effect on
          Brookstone's financial condition or results of operations.

Item 2:   CHANGES IN SECURITIES
          ---------------------

          None

Item 3:   DEFAULT UPON SENIOR SECURITIES
          ------------------------------

          None

Item 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

          None

Item 5:   OTHER INFORMATION
          -----------------

          None


Item 6:   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

      A)  Reports on Form 8-K

          No reports on Form 8-K were filed during the period for which this
          report is filed.
<PAGE>

                                   SIGNATURES
                                   ----------


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



                                    Brookstone, Inc.
                                    ----------------
                                     (Registrant)



                                    /s/  Philip W. Roizin
                                         ----------------------------
December 18, 2001                               (Signature)

                                    Philip W. Roizin
                                    Executive Vice President Finance
                                       and Administration,
                                    Treasurer and Secretary
                                    (Principal Financial Officer
                                    and duly authorized to sign on
                                    behalf of registrant)