<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 August 4, 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 September 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 August 4, 2001, February 3, 2001 and July 29, 2000           3

        Consolidated Statement of Operations for the thirteen
        & twenty-six weeks ended August 4, 2001 and July 29, 2000           4

        Consolidated Statement of Cash Flows for the twenty-six
         weeks ended August 4, 2001 and July 29, 2000                       5

        Notes to Consolidated Financial Statements                          6

Item 2:
        Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                8

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

Item 1:
        Legal Proceedings                                                   10

Item 2:
        Change in Securities                                                10

Item 3:
        Defaults by the Company upon its Senior Securities                  10

Item 4:
        Submission of Matters to a Vote of Security Holders                 10

Item 5:
        Other Information                                                   10

Item 6:
        Exhibits and Reports on Form 8-K                                    10

Signatures                                                                  11
</TABLE>

                                       2
<PAGE>

                               BROOKSTONE, INC.
                          CONSOLIDATED BALANCE SHEET
                       (In thousands, except share data)


<TABLE>
<CAPTION>
                                                      (Unaudited)                                  (Unaudited)
                                                     August 4, 2001       February 3, 2001        July 29, 2000
                                                     --------------       ----------------        -------------
<S>                                                  <C>                    <C>                   <C>
Assets
------

Current assets:
  Cash and cash equivalents                                $  2,391              $ 35,397             $  3,992
  Receivables, net                                            4,421                 7,477                5,200
  Merchandise inventories                                    61,969                55,059               47,285
  Deferred income taxes                                       8,775                 3,633                5,943
  Other current assets                                        6,044                 4,030                4,733
                                                           --------              --------             --------
     Total current assets                                    83,600               105,596               67,153

Deferred income taxes                                         3,662                 3,662                3,806
Property and equipment, net                                  44,592                41,956               40,751
Intangible assets, net                                        5,086                 5,359                5,632
Other assets                                                  1,866                 2,595                1,235
                                                           --------              --------             --------
                                                           $138,806              $159,168             $118,577
                                                           ========              ========             ========
Liabilities and Shareholders' Equity
------------------------------------

Current liabilities:
  Short-term borrowings                                    $  2,050              $    ---             $    ---
  Accounts payable                                           13,199                13,522                9,157
  Other current liabilities                                  14,309                28,966               14,059
                                                           --------              --------             --------
     Total current liabilities                               29,558                42,488               23,216

Other long-term liabilities                                  11,954                11,755               10,895
Long-term obligation under capital lease                      2,360                 2,414                2,457

Commitments and contingencies

Shareholders' equity:
Preferred stock, $0.001 par value:
  Authorized - 2,000,000 shares; issued and
  outstanding - 0 shares at August 4, 2001,
  February 3, 2001 and July 29, 2000
Common stock, $0.001 par value:
  Authorized 50,000,000 shares; issued and
  outstanding - 8,369,720 shares at
  August 4, 2001, 8,320,640 shares at
  February 3, 2001 and 8,304,140 shares at
  July 29, 2000                                                   8                     8                    8
Additional paid-in capital                                   50,654                50,277               50,108
Retained earnings                                            44,319                52,273               31,940
Treasury stock, at cost-3,616 shares at August
  4, 2001, February 3, 2001 and July 29, 2000                   (47)                  (47)                 (47)
                                                           --------              --------             --------
Total shareholders' equity                                   94,934               102,511               82,009
                                                           --------              --------             --------
                                                           $138,806              $159,168             $118,577
                                                           ========              ========             ========
</TABLE>

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

                                       3
<PAGE>

                               BROOKSTONE, INC.
                     CONSOLIDATED STATEMENT OF OPERATIONS
                     (In thousands, except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                             Thirteen Weeks Ended                        Twenty-six Weeks Ended
                                     ------------------------------------         -----------------------------------
                                     August 4, 2001         July 29, 2000         August 4, 2001        July 29, 2000
                                     --------------         -------------         --------------        -------------
<S>                                  <C>                    <C>                   <C>                   <C>
Net sales                                   $69,612               $68,699              $124,609              $119,776

Cost of sales                                48,840                45,784                89,681                83,191
                                            -------               -------              --------              --------
Gross profit                                 20,772                22,915                34,928                36,585

Selling, general and                         25,044                23,521                47,692                44,829
 administrative expenses
                                            -------               -------              --------              --------

Loss from operations                         (4,272)                 (606)              (12,764)               (8,244)

Interest expense, net                           210                    42                   149                     5
                                            -------               -------              --------              --------

Loss before taxes and
 cumulative effect of
 accounting change                           (4,482)                 (648)              (12,913)               (8,249)



Income tax benefit                           (1,721)                 (249)               (4,959)               (3,168)
                                            -------               -------              --------              --------

Loss before cumulative effect
 of accounting change                        (2,761)                 (399)               (7,954)               (5,081)


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


Net Loss                                    $(2,761)              $  (399)             $ (7,954)             $ (5,389)
                                            -------               -------              --------              --------

Basic/ diluted loss per share:
-------------------------------
Loss before cumulative effect
 of accounting change                       $ (0.33)              $ (0.05)             $  (0.95)             $  (0.61)


Cumulative effect of
 accounting change, net of tax                  ---                   ---                   ---                 (0.04)
                                            -------               -------              --------              --------

Net loss                                    $ (0.33)              $ (0.05)             $  (0.95)             $  (0.65)
                                            -------               -------              --------              --------


Weighted average shares
 outstanding - basic/diluted                  8,357                 8,304                 8,346                 8,301
                                            -------               -------              --------              --------
</TABLE>

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

                                       4
<PAGE>

                               BROOKSTONE, INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                               Twenty-Six Weeks Ended
                                                                      --------------------------------------
                                                                       August 4, 2001         July 29, 2000
                                                                      ------------------   -----------------
<S>                                                                    <C>                    <C>
Cash flows from operating activities:
Net loss                                                                     $ (7,954)             $ (5,389)

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

  Depreciation and amortization                                                 5,288                 5,029
  Amortization of debt issuance costs                                              92                    79
  Deferred income taxes                                                        (5,142)               (3,382)
  Related tax benefits on exercise of stock options                               183                    22
  Decrease in other assets                                                        637                   220
  Increase in other long-term liabilities                                         199                    99

Changes in working capital:
   Accounts receivable, net                                                     3,056                   225
   Merchandise inventories                                                     (6,910)               (3,646)
   Other current assets                                                        (2,014)                 (161)
   Accounts payable                                                              (323)               (6,602)
   Other current liabilities                                                  (14,657)              (11,471)
                                                                             --------              --------

Net cash used by operating activities                                         (27,545)              (24,977)
                                                                             --------              --------

Cash flows from investing activities:
   Expenditures for property and equipment                                     (7,651)               (2,432)
                                                                             --------              --------

Net cash used for investing activities                                         (7,651)               (2,432)
                                                                             --------              --------

Cash flows from financing activities:
   Borrowings from Revolving credit                                             2,050                   ---
   Payments for capitalized lease                                                 (54)                  (54)
   Proceeds from exercise of stock options                                        194                    66
                                                                             --------              --------

Net cash provided by financing activities                                       2,190                    12
                                                                             --------              --------

Net decrease in cash and cash equivalents                                     (33,006)              (27,397)

Cash and cash equivalents at beginning of period                               35,397                31,389
                                                                             --------              --------
Cash and cash equivalents at end of period                                   $  2,391              $  3,992
                                                                             ========              ========
</TABLE>

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

                                       5
<PAGE>

                               BROOKSTONE, INC.

                  Notes to Consolidated Financial Statements

1.   The results of the twenty-six week period ended August 4, 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 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 twenty-six week period ended July 29, 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.   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.

5.   Certain reclassifications have been made to the thirteen and twenty-six
     week periods ended July 29, 2000 to conform to the current year
     presentation.

6.   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 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 twenty-six week period ended August
     4, 2001.

7.   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.

                                       6
<PAGE>

     The tables below disclose segment net sales and pre-tax loss for the
     thirteen and twenty-six week periods ended August 4, 2001 and July 29, 2000
     (in thousands).

<TABLE>
<CAPTION>

Thirteen Weeks:                   Net Sales                      Pre-tax Loss
                       -----------------------------   ------------------------------
                       August 4, 2001  July 29, 2000   August 4, 2001   July 29, 2000
                       -----------------------------   ------------------------------
<S>                    <C>             <C>             <C>              <C>
Reportable segment:
Retail                    $ 58,059        $ 56,758        $ (3,493)        $  (473)
Direct marketing            11,553          11,941            (779)           (133)

Reconciling items:
 Interest expense              ---             ---            (272)           (252)
 Interest income               ---             ---              62             210
                          ------------------------        ------------------------

Consolidated:             $ 69,612        $ 68,699        $ (4,482)        $  (648)
                          ========================        ========================

Twenty-six Weeks:                 Net Sales                      Pre-tax Loss
                       -----------------------------   -----------------------------
                       August 4, 2001  July 29, 2000   August 4, 2001  July 29, 2000
                       -----------------------------   -----------------------------
Reportable segment:
Retail                    $102,377        $ 97,620        $(10,719)        $(6,703)
Direct marketing            22,232          22,156          (2,045)         (1,541)

Reconciling items:
 Interest expense              ---             ---            (563)           (569)
 Interest income               ---             ---             414             564
                          ------------------------        ------------------------
Consolidated:             $124,609        $119,776        $(12,913)        $(8,249)
                          ========================        ========================
</TABLE>

8.   Basic and diluted earnings per share (EPS) were calculated for the thirteen
     and twenty-six week periods ended August 4, 2001 and July 29, 2000 as
     follows:

<TABLE>
<CAPTION>
                           Thirteen Weeks Ended                Twenty-Six Weeks Ended
                      -------------------------------     ---------------------------------
                      August 4, 2001    July 29, 2000     August 4, 2001      July 29, 2000
                      -------------------------------     ---------------------------------
<S>                   <C>               <C>               <C>                 <C>
Net loss                  $(2,761)          $ (399)          $(7,954)            $(5,389)
                          =======           ======           =======             =======
Weighted average
 number of common
 shares outstanding         8,357            8,304             8,346               8,301



Effect of dilutive
 securities:                  ---              ---               ---                 ---
                          -------           ------           -------             -------
   Stock options
Weighted average
 number of common
 shares as adjusted         8,357            8,304             8,346               8,301
                          =======           ======           =======             =======

Net loss per share -
 basic/diluted            $ (0.33)          $(0.05)          $ (0.95)            $ (0.65)
                          =======           ======           =======             =======
</TABLE>

For the thirteen and twenty-six week periods ended August 4, 2001, antidilutive
shares of 168,427 and 532,462 respectively were excluded from the computations
of diluted earnings per share. For the thirteen and twenty-six week periods
ended July 29, 2000, antidilutive shares of 148,162 and 195,351 respectively
were excluded from the computations of diluted earnings per share.

                                       7
<PAGE>

                               BROOKSTONE, INC.

                    Management's Discussion and Analysis of
               Financial Condition and Results of Operations for
      the Thirteen-Week and Twenty-Six Week Periods Ended August 4, 2001

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

     For the thirteen-week and twenty-six week periods ended August 4, 2001, net
sales increased 1.3% and 4.0% respectively over the comparable periods last
year.  The retail sales increase for the thirteen and twenty-six week periods of
2.3% and 4.9% respectively reflected the results of opening 19 new stores
subsequent to the second quarter of Fiscal 2000, six of which opened during the
second quarter of Fiscal 2001, including two airport locations. The net sales
from these new store openings were offset by the closing of two stores in Fiscal
2000 and a decrease in comparable store sales for the thirteen-week and twenty-
six week periods of 3.6% and 1.4% respectively. The decreases in comparable
store sales resulted from soft consumer response to new products, less than
expected customer traffic and the overall penetration of new product sales into
the Company's second quarter assortment below historical levels. The total
number of Brookstone stores open at the end of the twenty-six week period ended
August 4, 2001 was 231 versus 214 at the end of the comparable period in Fiscal
2000. Direct marketing sales for the thirteen-week period ended August 4, 2001
decreased 3.2% when compared to the thirteen week period ended July 29, 2000 on
a planned decrease in circulation of 7.5%. Direct marketing sales remained
essentially flat when compared to the twenty-six week period last year.

     For the thirteen-week and twenty-six week periods ended August 4, 2001,
gross profit as a percentage of net sales was 29.8% and 28.0% respectively
versus 33.3% and 30.5% for the comparable periods last year.  The decreases in
the gross profit percentage for the thirteen-week and twenty-six week periods
were primarily attributable to higher occupancy costs attributable to the
additional number of stores in Fiscal 2001 and increased net material costs
resulting from sales of lower margin products.

     Selling, general and administrative expenses as a percentage of net sales
for the thirteen and twenty-six week periods ended August 4, 2001 were 36.0% and
38.3% respectively versus 34.2% and 37.4% respectively for the comparable period
last year.  The thirteen-week and twenty-six week period increases in percentage
were primarily due to soft sales experienced during the second quarter and
investment spending related to the direct marketing channel, principally the
Company's internet site.

     Net interest expense for the thirteen and twenty-six week periods ended
August 4, 2001 was $210 thousand and $149 thousand respectively compared to $42
thousand and $5 thousand during the comparable period last year.  This increase
is primarily the result of approximately $2.1 million in borrowings under the
Company's Revolving Credit Agreement in Fiscal 2001 versus no borrowings
outstanding in Fiscal 2000.

     As a result of the foregoing, the Company reported a net loss of $2.8
million, or $0.33 per basic and diluted share, for the thirteen-week period
ended August 4, 2001, as compared to a net loss of  $0.4 million, or $0.05 per
basic and diluted share, for the comparable period last year.  For the twenty-
six week period ended August 4, 2001 the Company reported a net loss of $8.0
million, or $0.95 per basic and diluted share as compared to a $5.4 million net
loss, or $0.65 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 twenty-six week period ended August 4, 2001, net cash used by
operating activities totaled $27.5 million, primarily as a result of the net
loss, the payment of income taxes and the purchase of inventory,  partially
offset by a decrease in receivables.  Cash used for investment activities during
the first twenty-six weeks of Fiscal 2001, representing the purchase of property
and equipment, amounted to $7.7 million. Cash from financing activities during
the twenty-six week period of Fiscal 2001 amounted to $2.2 million, acquired
primarily through borrowings under the Company's revolving credit agreement and
the exercise of stock options.

     For the twenty-six week period ended July 29, 2000, net cash used by
operating activities totaled $25.0 million, reflecting primarily the net loss,
the payment of income taxes and the purchase of inventory.  Cash used for

                                       8
<PAGE>

investment activities during the twenty-six week period of Fiscal 2000,
representing the purchase of property and equipment amounted to $2.4 million.

     Merchandise inventories were $62.0 million at August 4, 2001 compared to
$55.1 million at February 3, 2001.  This higher inventory position is a result
of the Company's inventory position at the end of the first quarter and the
small sales increases experienced in the second quarter.  The Company
anticipates the level of inventory to remain higher than the sales increase for
the third quarter. In addition, during the third quarter the Company will
continue the practice established last year of bringing low risk inventory in
early to smooth the flow of inventory through the Company's distribution
network. For the back half of the year the Company has decreased planned
purchases to adjust for the inventory levels coming out of the second quarter
and in relation to expected Fall sales. The Company expects inventories to be in
line with sales increases by the end of the year and the quality of inventory
remains excellent. Receivables decreased 40.8% from $4.4 million at August 4,
2001 compared to $7.5 million at February 3, 2001 as a result of the collection
of landlord allowances. The accounts payable balance was $13.2 million at August
4, 2001 compared to $13.5 million at February 3, 2001.

     The Company's capital expenditures in the second quarter of Fiscal 2001
were principally related to the opening of six stores, including two airport
locations and the remodeling of four stores, which were completed during the
second quarter.  Capital expenditures were also made during the second quarter
of Fiscal 2001 that are related to new store openings and  the remodeling of
current stores which are scheduled for completion during the third and fourth
quarters of Fiscal 2001.  The Company anticipates opening between 24 and 27 new
stores, including as many as eight airport locations, up to two Gardeners Eden
stores and expects to remodel approximately six 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 August 4, 2001, the Company had approximately
$2.1 million in outstanding borrowings under its revolving credit agreement.  At
July 29, 2000 the Company had no outstanding borrowings under its Revolving
Credit Agreement.

     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, 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. 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.

                                       9
<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
          ---------------------------------------------------

          A)   The 2000 Annual Meeting of Stockholders of the Company was held
               on June 12, 2001.

          B)   The following persons were elected Directors at the 2001 Annual
               Meeting for a one-year term expiring at the 2002 Annual Meeting
               of Stockholders.

                                        For     Withheld
                                     ---------  --------

               Michael F. Anthony    7,562,140   455,508
               Mone Anathan, III     7,991,589    26,059
               Michael L. Glazer     7,997,389    20,259
               Kenneth E. Nisch      7,991,314    26,334
               Robert F. White       7,991,389    26,259

          C)   The appointment of PricewaterhouseCoopers LLP as the independent
               accountants to examine the financial statements of the Company
               and its subsidiaries for the fiscal year ending February 2, 2002
               was ratified.

                            For        Against    Abstain
                            ---        -------    -------

                         8,000,635      16,983      30


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.

                                       10
<PAGE>

                                  Signatures
                                  ----------


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



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



                                                 /s/  Philip W. Roizin
                                              ----------------------------------
September 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)

                                       11