ACTION INDUSTRIES INC
10-Q, 1995-05-09
FURNITURE & HOME FURNISHINGS
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________

FORM 10-Q

/X/  QUARTERLY REPORT Under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the quarter ended March 25, 1995

Commission File No. 1-6485
________________________________________________________________
                              or

/ /  TRANSITION REPORT Under Section 13 or 15(d) of the Securities
     Exchange Act of 1934
________________________________________________________________

ACTION INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________

Pennsylvania
(State or other jurisdiction of incorporation or organization)
________________________________________________________________

25-0918682
(I.R.S. Employer Identification No.)
________________________________________________________________

Allegheny Industrial Park, Cheswick, Pennsylvania      15024-1098
(Address of principal executive offices)                (Zip Code)
________________________________________________________________

Registrant's telephone number, including area code: (412) 782-4800
_________________________________________________________________

The number of shares of the Registrant's common stock outstanding
at May 8, 1995 was 5,539,458.
_________________________________________________________________

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
                           -----       -----

<PAGE>
INDEX

ACTION INDUSTRIES, INC. AND SUBSIDIARIES

Part I.  Financial Information

Item 1.  Financial Statements (Unaudited) and
         Independent Accountants' Review Report

         Consolidated Balance Sheets -
           March 25, 1995, March 26, 1994,
           and June 25, 1994                      

         Consolidated Statements of Operations -
           Thirteen and Thirty-Nine Weeks Ended
           March 25, 1995 and March 26, 1994           

         Consolidated Statements of Shareholders'
           Equity - Thirty-Nine Weeks Ended
           March 25, 1995 and March 26, 1994       

         Consolidated Statements of Cash Flows -
           Thirty-Nine Weeks Ended March 25, 1995
           and March 26, 1994                                

         Notes to Consolidated Financial Statements           

         Review by Independent Accountants                  

         Independent Accountants' Review Report              

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


Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K                     


Signatures                                                    

<PAGE>
PART I.  FINANCIAL INFORMATION

<TABLE>
                                   ACTION INDUSTRIES, INC.

                                 CONSOLIDATED BALANCE SHEETS
                                          UNAUDITED
                                       (In thousands)


<CAPTION>
                                                          March        March         June
                                                         25, 1995     26, 1994     25, 1994
                                                         --------     --------     --------
ASSETS

<S>                                                      <C>          <C>          <C>
Current Assets
  Cash and cash equivalents                                 $809         $448         $800
  Trade accounts receivable, less allowances
    of $714, $1,445, and $1,134                            6,707        9,801        8,862
  Inventories                                             21,601       21,540       20,629
  Other current assets                                       600          881          799
                                                         -------      -------      -------
    Total Current Assets                                  29,717       32,670       31,090

Property, Plant and Equipment                              8,343        8,715        8,456

Other Assets                                               1,266        1,192        1,270
                                                         -------      -------      -------
                                                         $39,326      $42,577      $40,816
                                                         =======      =======      =======

LIABILITIES  AND  SHAREHOLDERS'  EQUITY

Current Liabilities
  Notes payable                                           $7,532       $5,497       $5,439
  Accounts payable                                         5,057        6,267        5,766
  Restructuring and discontinued operations                  290          527          699
  Other accrued liabilities                                1,802        1,626        1,570
                                                         -------      -------      -------
    Total Current Liabilities                             14,681       13,917       13,474

Long-Term Liabilities
  Financing obligation - sale/leaseback                    7,907        8,514        8,372
  Long-term debt                                             115          115          115
  Deferred compensation                                    1,971        2,563        2,012
                                                         -------      -------      -------
    Total Long-Term Liabilities                            9,993       11,192       10,499

Shareholders' Equity
  Common stock, $0.10 par value;
    authorized 20,000,000 shares;
    issued 7,187,428 shares                                  719          719          719
  Capital in excess of par                                25,498       25,498       25,498
  Retained earnings                                            9        2,825        2,200
                                                         -------      -------      -------
                                                          26,226       29,042       28,417
  Less treasury shares, at cost                           11,574       11,574       11,574
                                                         -------      -------      -------
    Total Shareholders' Equity                            14,652       17,468       16,843
                                                         -------      -------      -------
                                                         $39,326      $42,577      $40,816
                                                         =======      =======      =======
</TABLE>
See notes to consolidated financial statements.

<PAGE>
<TABLE>
                             ACTION INDUSTRIES, INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                           UNAUDITED
                              (In thousands except per share data)


<CAPTION>
                                                 Thirty-Nine Weeks Ended      Thirteen Weeks Ended
                                                 -----------------------     -----------------------
                                                 March 25,     March 26,     March 25,     March 26,
                                                    1995          1994          1995          1994
                                                 ---------     ---------     ---------     ---------

<S>                                               <C>           <C>           <C>           <C>
Net Sales                                         $42,355       $57,514        $8,087       $13,862

Costs and Expenses
  Cost of products sold                            33,195        43,453         6,657        10,186
  Operating expenses                               10,133        11,293         3,242         3,018
  Interest expense                                  1,573         1,884           570           553
                                                   44,901        56,630        10,469        13,757
                                                  -------       -------       -------       -------
Other Income (Expense), Net                           355          (134)          353           (24)
                                                  -------       -------       -------       -------
Earnings (Loss) Before Income Taxes                (2,191)          750        (2,029)           81

Provision For Income Taxes                           -             -             -             -
                                                  -------       -------       -------       -------
Net Earnings (Loss)                               ($2,191)         $750       ($2,029)          $81
                                                  =======       =======       =======       =======



Earnings (Loss) Per Share:                         ($0.39)        $0.14        ($0.37)        $0.01
                                                  =======       =======       =======       =======

Weighted Average Shares Outstanding                 5,568         5,552         5,543         5,558

</TABLE>
See notes to consolidated financial statements.

<PAGE>
<TABLE>
					       ACTION INDUSTRIES, INC. AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                            UNAUDITED
                                                 (In thousands except share amounts)


<CAPTION>
                                               Thirty-Nine Weeks Ended March 25, 1995 and March 26, 1994
                                   ----------------------------------------------------------------------------------
                                                            Capital
                                        Common Stock       In Excess    Retained        Treasury Stock
                                     Shares       Amount    of Par      Earnings      Shares      Amount      Total
                                     ------       ------   ---------    --------      ------      ------      -----

<S>                                 <C>            <C>      <C>          <C>        <C>         <C>          <C>
BALANCE - JUNE 26, 1993             7,187,428      $719     $25,498      $2,075     1,647,970   ($11,574)    $16,718

  Net Earnings                          -            -         -            750         -           -            750
                                   ----------------------------------------------------------------------------------
BALANCE - MARCH 26, 1994            7,187,428      $719     $25,498      $2,825     1,647,970   ($11,574)    $17,468
                                   ==================================================================================

BALANCE - JUNE 25, 1994             7,187,428      $719     $25,498      $2,200     1,647,970   ($11,574)    $16,843

  Net Loss                              -            -         -         (2,191)        -           -         (2,191)
                                   ----------------------------------------------------------------------------------
BALANCE - MARCH 25, 1995            7,187,428      $719     $25,498          $9     1,647,970   ($11,574)    $14,652
                                   ==================================================================================
</TABLE>
See notes to consolidated financial statements.

<PAGE>
<TABLE>
                             ACTION INDUSTRIES, INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           UNAUDITED
                                         (In thousands)


<CAPTION>
                                                                           Thirty-Nine Weeks Ended
                                                                    March 25, 1995         March 26, 1994
                                                                    --------------         --------------
OPERATING ACTIVITIES:

<S>                                                                     <C>                  <C>
Net earnings (loss)                                                     ($2,191)                $750
Adjustments to reconcile net earnings (loss) to net cash
   provided by  operating activities:
  Depreciation and amortization                                             872                  983
  Changes in operating assets and liabilities:
     Trade accounts receivable                                            2,155                7,112
      Inventories                                                          (972)               6,379
      Other current assets                                                  199                1,859
      Accounts payable and accrued expenses                                (886)              (6,169)
                                                                        -------              -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                        (823)              10,914
                                                                        =======              =======
INVESTING ACTIVITIES:

   Acquisition of property, plant and equipment                            (759)                 (69)
                                                                        -------              -------
NET CASH USED IN INVESTMENT ACTIVITIES                                     (759)                 (69)
                                                                        =======              =======
FINANCING ACTIVITIES:

   Notes and acceptances payable                                          2,093              (10,943)
   Principal payments on long-term obligations                             (465)                (393)
   Other, net                                                               (37)                 209
                                                                        -------              -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                       1,591              (11,127)
                                                                        =======              =======

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              9                 (282)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                            800                  730
                                                                        -------              -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $809                 $448
                                                                        =======              =======
</TABLE>
See notes to consolidated financial statements.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ACTION INDUSTRIES, INC. AND SUBSIDIARIES

A. The consolidated financial statements included herein have been
   prepared by the Company, pursuant to the rules and regulations
   of the Securities and Exchange Commission.  With the exception
   of the consolidated balance sheet which was derived from the
   audited financial statements as of June 25, 1994, such
   statements have not been audited.  Certain information and
   footnote disclosures normally included in financial statements
   prepared in accordance with generally accepted accounting
   principles have been condensed or omitted pursuant to such
   rules and regulations.  The Company believes that the
   disclosures are adequate to make the information presented not
   misleading.  It is suggested that these consolidated financial
   statements be read in conjunction with the financial statements
   and the notes thereto included in the Company's latest Annual
   Report on Form 10-K.

B. The accompanying financial statements reflect all adjustments
   (consisting of normal recurring accruals) which are, in the
   opinion of management, necessary for a fair presentation.

C. The results of operations for the thirteen and thirty-nine week
   periods ended March 25, 1995 are not necessarily indicative of
   the results to be expected for the full year.

D. Inventories consist primarily of merchandise held for resale.
   Inventories are valued at the lower of first-in, first-out
   (FIFO) cost or market.

E. In January 1994 the Company entered into a credit agreement
   which provides for up to $17 million in committed credit lines
   through January of 1996.  Availability under the line is
   limited by the level of eligible accounts receivable and
   inventories.  At March 25, 1995 outstanding borrowings under
   the credit agreement were $7.5 million and outstanding letters
   of credit were $1.2 million.  The unused borrowing capacity was
   $1.6 million as of March 25, 1995.  Subsequent to March 25,
   1995, availability under the credit agreement decreased as a
   result of decreased accounts receivable due to the low level of
   sales in the third quarter.  The Company has amended the credit
   agreement to provide a temporary increase in  available credit
   which is believed to be sufficient to meet operating needs
   until sufficient sales are made to develop adequate credit
   availability under the borrowing formula.  The Company's cost
   of borrowing under the credit agreement has increased from
   1.75% to 3.5% over the prime rate of interest as a result of
   the amendment.  The Company has met all of the restrictive
   covenants under the credit agreement as of March 25, 1995.
   There can be no assurance that the Company can continue to meet
   such covenants as of June 24, 1995, the next measurement date,
   and subsequently.

F. Effective June 27, 1993 (the first day of its fiscal year
   ending June 25, 1994) the Company adopted Statement of
   Financial Accounting Standards ("SFAS") No. 109.  The Company
   previously accounted for income taxes under the provisions of
   SFAS No. 96.  The adoption of SFAS No. 109 had no material
   impact on the Company's financial statements.

   No income tax benefits were provided on the loss in the thirty-nine weeks 
   ended March 25, 1995 because realization of such
   benefits is not reasonably assured.  No income tax expense was
   provided on earnings in the thirty-nine weeks ended March 26,
   1994 because previously unrecognized deferred income tax
   benefits and net operating loss deductions were available to
   offset income taxes on current earnings.

   Net operating loss carryforwards available to offset future
   taxable income and thereby reduce income taxes payable in
   fiscal 1995 and beyond are approximately $17 million for income
   tax reporting purposes.

<PAGE>
REVIEW BY INDEPENDENT ACCOUNTANTS

Ernst & Young LLP, independent auditors, have performed a limited
review of the consolidated financial statements for the thirteen
and thirty-nine week periods ended March 25, 1995 and March 26,
1994, as indicated in their report on the limited review included
on page 10.  Since they did not perform an audit, they express no
opinion on the financial statements referred to above.  Management
has given effect to any significant adjustments and disclosures
proposed in the course of the limited review.

<PAGE>
                 INDEPENDENT ACCOUNTANTS' REPORT


To the Shareholders and Board of Directors
Action Industries, Inc.


We have reviewed the accompanying condensed consolidated balance
sheets of Action Industries, Inc. and Subsidiaries as of March 25,
1995 and March 26, 1994, and the related condensed consolidated
statements of operations, for the thirteen and thirty-nine week
periods ended March 25, 1995 and March 26, 1994, and the condensed
consolidated statements of shareholders' equity and cash flows, for
the thirty-nine week periods ended March 25, 1995 and March 26,
1994.  These financial statements are the responsibility of the
Company's management.

We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data, and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of
expressing an opinion regarding the financial statements taken as
a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying condensed
consolidated financial statements referred to above for them to be
in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Action
Industries, Inc. for the year ended June 25, 1994, and the related
consolidated statements of operations, shareholders' equity and
cash flows for the year then ended (not presented herein) and in
our report dated September 9, 1994, we expressed an unqualified
opinion on those consolidated financial statements.  In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of June 25, 1994, is fairly stated,
in all material respects, in relation to the consolidated balance
sheet from which it has been derived.


ERNST & YOUNG LLP


Pittsburgh, Pennsylvania
May 5, 1995

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

FINANCIAL CONDITION

The organization and business of the Registrant and its
Subsidiaries (collectively, the "Company") have undergone
significant changes in recent years, continuing through fiscal
1994, in connection with a major restructuring effort.

The Company has experienced declining sales in its traditional
promotional business in recent years.  The decline continued in the
first three quarters of fiscal 1995 principally due to
significantly reduced business ($9.5 million) with the Company's
largest customer of fiscal year 1994.  Also contributing to the
decrease in sales is the Company's implementation last year of a
"downsizing to profitability" strategy involving the reduction of
low margin and/or guaranteed sale business.  This strategy is
particularly applicable to the Company's Gift business, which has
historically had a high incidence of guaranteed sale provisions,
and which is also highly seasonal.  Gift sales decreased $6.4
million in the current year.

The historical decline in sales is the result of many factors,
including the increasing complexity of the promotional business
itself, a changing retail marketplace, a weak economy at times,
and strategic decisions to exit/downsize unprofitable product
lines.

The Company is implementing marketing plans for the remainder of
1995 and beyond which are designed to revitalize the core
promotional business with new, improved product and new, exciting
display alternatives.  A new "Store-Within-a-Store" Replenishment
concept has been developed, including the addition of in-store
service and new display vehicles.  New promotions are being
developed based on specific product categories and expanded theme
and seasonal concepts to add to the alternatives the Company can
offer its customers.

The major sources of cash during the nine months ended March 25,
1995 were accounts receivable collections and short-term
borrowings.  Operating losses and increased inventories were the
primary uses of cash.  Working capital of $15.0 million at March
25, 1995  decreased from $17.6 million at June 25, 1994, and $18.8
million at March 26, 1994.  As a result, the current ratio at March
26, 1995 was 2.02, decreased from 2.31 at June 25, 1994, and 2.35
at March 26, 1994.  The long-term debt to equity ratio (including
the sale/leaseback financing obligation) of 0.55 at March 25, 1995
increased from 0.50 at June 25, 1994 and 0.49 at March 26, 1994.

Cash and cash equivalents were $809,000 at March 25, 1995 as
compared to $800,000 at June 25, 1994 and $448,000 at March 26,
1994.  Cash balances fluctuate daily to meet operating
requirements.

Accounts receivable of $6.7 million at March 25, 1995 decreased
from $9.8 million at March 26, 1994 as a result of decreased  sales
in the third quarter in the current year and improved collections,
in part the result of decreased guaranteed sales.  Receivables
decreased from $8.9 million at June 25, 1994.

Inventories of $21.6 million were comparable to $20.6 million at
June 25, 1994, and $21.5 million at March 26, 1994.  Lower than
anticipated sales in the current year, particularly in the third
quarter, have resulted in inventory levels higher than originally
planned.  The Company has updated its inventory plan for the
remainder of the current fiscal year and for fiscal 1996, to
continue to aggressively reduce inventory levels and improve its
turnover rate.

Aggregate borrowings (long-term debt and notes payable) increased
from $14.1 million at March 26, 1994 and $13.9 million at June 25,
1994 to $15.6 million at March 25, 1995, primarily as a result of
operating losses incurred.  Letters of credit outstanding were $1.3
million at March 25, 1995, $862,000 at March 26, 1994 and $1.6
million at June 25, 1994.

In January 1994 the Company entered into a  credit agreement which
provides for up to $17 million in committed credit lines through
January of 1996.  Availability under the line is further limited by
the level of eligible accounts receivable and inventories.
Subsequent to March 25, 1995, availability under the credit
agreement decreased as a result of decreased accounts receivable
due to the low level of sales in the third quarter.  The Company
has amended the credit agreement to provide a temporary increase in
available credit which is believed to be sufficient to meet
operating needs until sufficient sales are made to develop adequate
credit availability under the borrowing formula.  The Company's
cost of borrowing under the credit agreement has increased from
1.75% to 3.5% over the prime rate of interest as a result of the
amendment.  The Company has met all of the restrictive covenants
under the credit agreement as of March 25, 1995.  There can be no
assurance that the Company can continue to meet such covenants as
of June 24, 1995, the next measurement date, and subsequently.

The Company's capital expenditures were $759,000 in the thirty-nine
week period ended March 25, 1995.  Total capital expenditures of
approximately $800,000 are planned for fiscal 1995, primarily for
core systems replacement, lamp production molds and a package
design computer system.  The Company initiated a system replacement
project for all of its core information systems computer hardware
and software.  Expenditures of $400,000 in fiscal 1995 and $500,000
to $1 million in fiscal 1996 or later will be spent for system
reengineering and replacement, with the new systems expected to
become operational during fiscal 1996.  The Company expects to
generate sufficient funds from operations to finance these
expenditures.

Inflation

The Company periodically discontinues or replaces in its
promotional programs items for which costs increase.  In addition,
the Company strives to continually add new items to replace others
in its product offerings for the benefit of its customers.  These
practices serve as offsets to the effects of inflation.  The
Company believes its FIFO cost method of valuing inventories
provides for appropriate matching of current costs with current
revenues, and that the Company's buying practices and improving
inventory turnover reduce the appreciation in inventory values due
to inflation and other price increases.

Inflationary increases in the Company's costs of acquiring
merchandise may adversely affect the Company's operating margins,
since there is no assurance that the Company can pass such
increases along to its customers.


RESULTS OF OPERATIONS

THIRD QUARTER FISCAL 1995 COMPARED WITH THIRD QUARTER FISCAL 1994

Net Sales.   Aggregate net sales for the fiscal 1995 third quarter
were $8,087,000, a decrease of $5,775,000 (41.7%) compared to
$13,862,000 in the prior year third quarter.

The Company's largest customer last year accounted for $3.5 million
in decreased sales in the current year quarter.  In addition, over
$1.5 million in anticipated third quarter sales to Mexican
customers were lost as a result of the devaluation of the peso.
Lamp sales increased 44.5% compared to the third quarter last year,
and a minor increase was also achieved in the Company's
Replenishment business (3.8%).

The Company's sales volume has declined materially in each of the
last several years. It is the Company's belief that economic
conditions and other changes in the retail marketplace, along with
increased ability on the part of the Company's customers to create
their own promotional programs and a shifting customer base, have
contributed to the decline in sales volume. While the Company is
implementing marketing plans designed to refocus its business and
take advantage of this changing retail marketplace, there can be no
assurance that further sales declines will not occur for these or
other reasons.  In addition, the decisions to further reduce the
Gift program business and to reduce the level of guaranteed sale
business will likely have a continuing adverse impact on the
Company's core promotional sales volume.

Following is a comparison of net sales by type of program:

<TABLE>
<CAPTION>
                                        NET SALES
                                   Thirteen Weeks Ended
                                 March             March            Increase
                                25, 1995          26, 1994         (Decrease)
                                --------          --------         ----------

<S>                           <C>               <C>              <C>
Dollar Days                   $ 3,965,000       $10,251,000      $ (6,286,000)
Replenishment                   2,018,000         1,945,000            73,000
Retail                            123,000           123,000               --
                              -----------       -----------      -------------

Core Promotional Business       6,106,000        12,319,000        (6,213,000)

Lamp                            1,886,000         1,305,000           581,000
Gift                                  --            113,000          (113,000)
Other Specialty Products           95,000           125,000           (30,000)
                              -----------       -----------       ------------

                              $ 8,087,000       $13,862,000       $(5,775,000)
                              ===========       ===========       ============
</TABLE>

Cost of Products Sold and Gross Profit Margins.  Gross profit
margins (as a percentage of sales) decreased from 26.5% in fiscal
1994 to 17.7% in the current year, principally due to increased
Lamp sales at lower margins and increased cost of merchandise sold
in core business programs, related primarily to the mix of programs
sold.

Operating Expenses.  Operating expenses increased from $3,018,000
(21.8% of sales) in the fiscal 1994 third quarter to $3,242,000
(40.0% of sales) in fiscal 1995.  The increase in costs was
primarily the result of increased selling and merchandising costs
related to the development of programs for the future.

Interest Expense.  The increase of $17,000 was due to increased
interest rates and other borrowing costs, net of decreased average
borrowing levels in the current year.

Other Income (Expense), Net.  Other income of $353,000 in the third
quarter of fiscal 1995 resulted from the sale of surplus equipment.
The prior year other expense amount of $24,000 was  comprised of
miscellaneous items.

Earnings (Loss) Before Income Taxes.  The decrease of $2,110,000
reflects the combined effect of all the above.

Provision for Income Taxes.  No income tax benefits were provided
on the loss in the third quarter of fiscal 1995 because realization
of such benefits is not reasonably assured.  No income tax expense
was provided on earnings in the third quarter of fiscal 1994,
because previously unrecognized deferred income tax benefits and
net operating loss deductions from prior years were available to
offset income taxes on current earnings.  Net operating loss
carryforwards available to offset future taxable income and thereby
reduce income taxes payable in fiscal 1995 and beyond are
approximately $17 million for income tax reporting purposes.

Net Earnings (Loss).  The decrease of $2,110,000 reflects the
combined effect of all the above.


THIRTY-NINE WEEK PERIOD OF FISCAL 1995 COMPARED WITH THIRTY-NINE
WEEK PERIOD OF FISCAL 1994

Net Sales.   Aggregate net sales for the fiscal 1995 nine month
year-to-date period were $42,355,000, a decrease of $15,159,000
(26.4%) compared to $57,514,000 in the prior year-to-date period.

The Company's largest customer last year accounted for $9.5 million
in decreased sales in the current year.  In addition, the Company's
holiday Gift program offering was downsized in the current year as
a result of poor performance in the past several years.  Gift sales
decreased $6.4 million.  While a new and different Gift program for
1996 is currently being sold, the Company does not intend to
significantly expand this business in the future, given its
seasonal nature and the associated inventory and financial risks.

Replenishment sales increased 16.5% compared to last year, and Lamp
sales increased 12.8%.

The Company developed a new residual inventory management program
(RIM) for 1995 to provide limited and managed guaranteed sales to
its customers.  The Company does not believe its historical
experience with guaranteed sales is representative of sales under
RIM in the current year, and has postponed recognition of sales for
RIM program shipments (which would have aggregated approximately
$650,000 in net sales based on prior experience) from shipping date
to a later date when the amount of returned goods can be reasonably
determined.  Sales under RIM have been modest to date, while other
guaranteed sales remain significant but reduced from historical
levels.  Guaranteed sales other than those under the RIM program
are reported as sales upon shipment, at sell-through rates based on
historical experience.

The Company's sales volume has declined materially in each of the
last several years.  While all of the reasons for the sales decline
cannot be quantified with precision, planned Gift program
reductions and a significant reduction in the amount of guaranteed
sales were major contributors to the reduction in sales from fiscal
1993 to 1994, continuing into the third quarter of fiscal 1995.  It
is the Company's belief that economic conditions and other changes
in the retail marketplace, along with increased ability on the part
of the Company's customers to create their own promotional programs
and a shifting customer base, have contributed to the historical
decline in sales volume.  While the Company is implementing
marketing plans designed to refocus its business and take advantage
of this changing retail marketplace, there can be no assurance that
further sales declines will not occur for these or other reasons.
In addition, as discussed above, the decisions to further reduce
the Gift program business and to reduce the level of guaranteed
sale business will likely have a continuing adverse impact on the
Company's core promotional sales volume.

Following is a comparison of net sales by type of program:

<TABLE>
<CAPTION>
                                      NET SALES
                               Thirty-Nine Weeks Ended
                               March            March           Increase
                              25, 1995         26, 1994        (Decrease)
                              --------         --------        ----------

<S>                         <C>              <C>             <C>
Dollar Days                 $23,698,000      $33,978,000     $(10,280,000)
Replenishment                 6,626,000        5,686,000          940,000
Retail                          582,000          623,000          (41,000)
                            -----------      -----------     -------------

Core Promotional Business    30,906,000       40,287,000       (9,381,000)

Gift                          2,085,000        8,458,000       (6,373,000)
Lamps                         8,624,000        7,644,000          980,000
Other Specialty Products        740,000        1,125,000         (385,000)
                            -----------      -----------     -------------

                            $42,355,000      $57,514,000     $(15,159,000)
                            ===========      ===========     =============
</TABLE>

Cost of Products Sold and Gross Profit Margins.  Gross profit
margins (as a percentage of sales) decreased from 24.4% in fiscal
1994 to 21.6% in the current year, principally due to increased
Lamp sales at lower margins in the current year, and increased cost
of merchandise sold in core programs, related primarily to the mix
of programs sold, net of reduced levels of customer returns,
markdowns and allowances related to improved order execution, fill
rate and inventory availability, and decreased guaranteed sales in
the current year.

Operating Expenses.  Operating expenses decreased from $11,293,000
(19.6% of sales) in the first nine months of fiscal 1994 to
$10,133,000 (23.9% of sales) in the same period of fiscal 1995.
The decrease was primarily the result of reduced sales volume and
overall operating cost reductions in conjunction with the Company's
continuing cost reduction program.

Interest Expense.  The decrease of $311,000 was due to decreased
average borrowing levels in the current year, net of increased
interest rates and other borrowing costs.

Other Income (Expense), Net.  Other income of $355,000 in fiscal
1995 resulted from the sale of surplus equipment.  The prior year
other expense amount of $134,000 was comprised of miscellaneous
items.

Earnings (Loss) Before Income Taxes.  The decrease of $2,941,000
reflects the combined effect of all the above.

Provision for Income Taxes.  No income tax benefits were provided
on the loss in the first nine months of fiscal 1995 because
realization of such benefits is not reasonably assured.  No income
tax expense was provided on earnings in the first nine months of
fiscal 1994 because previously unrecognized deferred income tax
benefits and net operating loss deductions from prior years were
available to offset income taxes on current earnings.  Net
operating loss carryforwards available to offset future taxable
income and thereby reduce income taxes payable in fiscal 1995 and
beyond are approximately $17 million for income tax reporting
purposes.

Net Earnings (Loss).  The decrease of $2,941,000 reflects the
combined effect of all the above.


PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

                                                             Page

(a)  Exhibits:

24   Acknowledgment of Independent Auditors, filed herein.    


(b)  Reports on Form 8-K:

     The Company filed no reports on Form 8-K during the
     thirteen weeks ended March 25, 1995.


SIGNATURES

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


                                   ACTION INDUSTRIES, INC.
                                        (Registrant)



Date: May 8, 1995                R. Craig Kirsch
                                 ----------------------------
                                 R. Craig Kirsch
                                 Chairman of the Board


Date: May 8, 1995                Kenneth L. Campbell
                                 ----------------------------

                                 Kenneth L. Campbell
                                 Senior Vice President, Finance
                                 (Principal Financial and
                                   Accounting Officer)


                               EXHIBIT 24
                               ----------



                  ACKNOWLEDGEMENT OF ERNST & YOUNG LLP



To the Shareholders and Board of Directors
Action Industries, Inc.



We are aware of the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-48361 and 33-48362) of Action
Industries, Inc. for the registration of 450,000 and 55,300 shares
of its common stock in connection with its Stock Option Plan and
Nonemployee Director Stock Option Plan, respectively, of our
reports dated November 3, 1994, February 6, 1995, and May 5, 1995
relating to the unaudited condensed consolidated interim financial
statements of Action Industries, Inc. which are included in its
Form 10-Q for the quarters ended September 24, 1994, December 24,
1994, and March 25, 1995.

Pursuant to Rule 436(c) of the Securities Act of 1933, our reports
are not a part of the registration statement prepared or certified
by accountants within the meaning of Section 7 or 11 of the
Securities Act of 1933.


ERNST & YOUNG LLP


Pittsburgh, Pennsylvania
May 5, 1995



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-24-1995
<PERIOD-START>                             JUN-26-1994
<PERIOD-END>                               MAR-25-1995
<CASH>                                             809
<SECURITIES>                                         0
<RECEIVABLES>                                    6,707
<ALLOWANCES>                                         0
<INVENTORY>                                     21,601
<CURRENT-ASSETS>                                29,717
<PP&E>                                          30,520
<DEPRECIATION>                                  22,177
<TOTAL-ASSETS>                                  39,326
<CURRENT-LIABILITIES>                           14,681
<BONDS>                                          8,022
<COMMON>                                           719
                                0
                                          0
<OTHER-SE>                                      13,933
<TOTAL-LIABILITY-AND-EQUITY>                    39,326
<SALES>                                         42,355
<TOTAL-REVENUES>                                42,355
<CGS>                                           33,195
<TOTAL-COSTS>                                   43,328
<OTHER-EXPENSES>                                 (355)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,573
<INCOME-PRETAX>                                (2,191)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (2,191)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,191)
<EPS-PRIMARY>                                   (0.39)
<EPS-DILUTED>                                   (0.39)
        

</TABLE>


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