SHARPER IMAGE CORP
10-Q, 1995-09-14
MISCELLANEOUS SHOPPING GOODS STORES
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q


(Mark One) [ X ] Quarterly  report  pursuant to Section
          13 or 15(d) of the Securities  Exchange Act of 1934 for
          the quarterly period ended July 31, 1995 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: 0-15827


                    SHARPER IMAGE CORPORATION
     (Exact name of registrant as specified in its charter)

Delaware                                              94-2493558
(State of Incorporation)    (I.R.S. Employer Identification No.)

        650 Davis Street, San Francisco, California 94111
       (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (415) 445-6000



Indicate by check mark whether the  registrant  (1) has filed all
reports  required  to be  filed  by  Section  13 or  15(d) of the
Securities  Exchange  Act of 1934 during the  preceding 12 months
(or for such shorter  period that the  registrant was required to
file  such  reports),  and (2) has been  subject  to such  filing
requirements for the past 90 days.

                            Yes  /X/   No  /  /




Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.

Common Stock, $0.01 par value, 8,244,840 shares as of September 11, 1995



                             PART I

                      FINANCIAL INFORMATION

                                1

<PAGE>



 ITEM 1. FINANCIAL STATEMENTS

<TABLE>

SHARPER IMAGE CORPORATION
BALANCE SHEETS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS


<CAPTION>
                                                                              JULY 31,                            JULY 31,    
                                                                                1995           JANUARY 31,          1994      
                                                                             (UNAUDITED)          1995           (UNAUDITED)  
<S>                                                                          <C>               <C>               <C>         

ASSETS

   CASH AND EQUIVALENTS                                                          $2,552        $  18,193           $  9,768   
   ACCOUNTS RECEIVABLE, NET                                                       4,036            3,234              3,237   
   MERCHANDISE INVENTORY                                                         28,035           23,555             20,933   
   DEFERRED CATALOG COSTS                                                         4,445            3,022              2,486   
   PREPAID EXPENSES & OTHER                                                       4,191            2,097              3,228   
                                                                               --------         --------           --------   
TOTAL CURRENT ASSETS                                                             43,259           50,101             39,652

PROPERTY AND EQUIPMENT, NET                                                      15,146           12,694             12,450   
OTHER LONG-TERM ASSETS                                                              984            1,241              1,120   
                                                                               --------         --------           --------   
TOTAL ASSETS                                                                   $ 59,389         $ 64,036           $ 53,222   
                                                                               ========         ========           ========


LIABILITIES & STOCKHOLDERS' EQUITY

   ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                       $ 20,784         $ 21,083           $ 16,846   
   DEFERRED REVENUE                                                               4,057            3,612              2,888   
   INCOME TAXES PAYABLE                                                              22            2,246                  -   
   CURRENT PORTION OF NOTES PAYABLE                                                 155              149                145   
                                                                               --------         --------           --------   
 TOTAL CURRENT LIABILITIES                                                        25,018           27,090             19,879

NOTES PAYABLE                                                                       759              838                914   
OTHER LIABILITIES                                                                 3,330            3,316              3,364   
                                                                               --------         --------           --------   
TOTAL LIABILITIES                                                                29,107           31,244             24,157   
                                                                               --------         --------           --------
STOCKHOLDERS' EQUITY

PREFERRED STOCK, $0.01 PAR VALUE: AUTHORIZED,
   3,000,000 SHARES;ISSUED AND OUTSTANDING,NONE                                       -                -                  -   
COMMON STOCK, $0.01 PAR VALUE: AUTHORIZED,
   25,000,000 SHARES; ISSUED AND OUTSTANDING,
   8,244,700, 8,283,140 AND 8,284,820 SHARES                                         82               83                 83
ADDITIONAL PAID-IN CAPITAL                                                        9,615           10,032             10,798   
  RETAINED EARNINGS                                                                20,585           22,677             18,184 
                                                                                 --------         --------           -------- 
TOTAL STOCKHOLDERS' EQUITY                                                         30,282           32,792             29,065 
                                                                                 --------         --------           -------- 
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                         $ 59,389          $64,036           $ 53,222 
                                                                                 ========          =======           ======== 
 </TABLE>



                                2

<PAGE>

<TABLE>




SHARPER IMAGE CORPORATION
STATEMENTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED)

<CAPTION>


                                                                 Three Months Ended                Six Months Ended           
                                                                      July 31,                         July 31,               
                                                                      --------                         --------               
                                                                   1995           1994             1995           1994        
                                                                   ----           ----             ----           ----       
<S>                                                          <C>            <C>              <C>            <C>              


REVENUES:
   SALES                                                      $  51,357      $  46,136        $  94,485      $  80,550        
   LESS: RETURNS AND ALLOWANCES                                   6,071          5,545           11,886          9,656        
                                                              ---------      ---------       ----------      ---------      
NET SALES                                                        45,286         40,591           82,599         70,894        
   LIST RENTAL                                                      186            282              466            603        
   LICENSING                                                        292            154              394            246        
                                                              ---------       --------        ---------      ---------     
TOTAL REVENUES                                                   45,764         41,027           83,459         71,743

COST & EXPENSES:
   COST OF PRODUCTS                                              22,614         20,796           41,780         36,963        
   BUYING & OCCUPANCY                                             5,199          4,778           10,102          9,549        
   ADVERTISING AND PROMOTION                                      8,757          5,376           14,361          8,145        
   GENERAL, SELLING AND                                                                                                       
    ADMINISTRATIVE                                               11,338          9,512           21,128         18,079        
                                                             ----------      ---------         --------      ---------        
OPERATING INCOME (LOSS)                                         (2,144)            565          (3,912)          (993)


OTHER INCOME (EXPENSE):
   INTEREST INCOME (EXPENSE)-(NET)                                   92           (42)              308          (111)        
   OTHER (NET)                                                      121          (220)              118          (245)        
                                                             ----------     ----------       ----------    -----------     
INCOME (LOSS)
 BEFORE INCOME TAXES (CREDIT)                                   (1,931)            303          (3,486)        (1,349)

INCOME TAXES (CREDIT)                                             (772)            122          (1,394)          (540)        
                                                            -----------      ---------      -----------      ---------    
NET INCOME (LOSS)                                            $  (1,159)      $     181        $ (2,092)        $ (809)        
                                                             ==========      =========        =========      =========


WEIGHTED AVERAGE
 NUMBER OF SHARES                                             8,237,902      8,897,699        8,243,928      8,284,199


NET INCOME (LOSS) PER SHARE                                  $   (0.14)       $   0.02        $  (0.25)      $  (0.10)        
                                                             ==========       ========        =========      =========


</TABLE>




                                3

<PAGE>

<TABLE>


SHARPER IMAGE CORPORATION
STATEMENTS OF CASH FLOWS
DOLLARS IN THOUSANDS
(UNAUDITED)

<CAPTION>
                                                                                                 Six Months Ended             
                                                                                                     July 31,                 
                                                                                              1995            1994        
<S>                                                                                     <C>                <C>                
                                                                                    

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
   NET LOSS                                                                             $  (2,092)         $ (809)            
   ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
     PROVIDED BY (USED FOR) CONTINUING OPERATIONS:
     DEPRECIATION AND AMORTIZATION                                                           1,684           1,572            
     DEFERRED RENT EXPENSE                                                                      45              12            
     DEFERRED INCOME TAXES                                                                 (1,138)           (229)            
   MERCHANDISE INVENTORY                                                                   (4,480)           4,428            
   ACCOUNTS RECEIVABLE                                                                       (802)             578            
   ACCOUNTS PAYABLE & ACCRUED EXPENSES                                                       (299)             716            
   DEFERRED CATALOG COSTS, PREPAID EXPENSES AND OTHER                                      (2,121)         (1,051)            
   DEFERRED REVENUE AND OTHER LIABILITIES                                                  (1,810)         (1,703)            
                                                                                       -----------       ---------           
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES                                          (11,013)           3,514            
                                                                                       -----------       ---------            
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES:
   PROPERTY AND EQUIPMENT EXPENDITURES                                                     (4,140)           (716)            
   DISPOSAL OF EQUIPMENT                                                                        4             193             
                                                                                      -----------       ---------            
CASH USED FOR INVESTING ACTIVITIES                                                         (4,136)           (523)            
                                                                                       -----------       ---------            
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
   STOCK OPTION EXERCISE                                                                        78               7            
   REPURCHASE OF COMMON STOCK                                                                (497)               -            
   PRINCIPAL PAYMENTS ON NOTES PAYABLE
     AND SHORT-TERM BORROWINGS                                                                (73)            (96)            
                                                                                        ----------        --------            
CASH USED FOR FINANCING ACTIVITIES                                                           (492)            (89)            
                                                                                        ----------        --------            
NET INCREASE (DECREASE) IN CASH                                                           (15,641)           2,902

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                                                 18,193           6,866            
                                                                                        ----------       ---------            
CASH AND EQUIVALENTS AT END OF PERIOD                                                     $  2,552        $  9,768            
                                                                                        ==========       =========



SUPPLEMENTAL DISCLOSURE OF CASH PAYMENTS MADE FOR:
   INTEREST                                                                             $       84       $      79            
   INCOME TAXES                                                                         $    1,946       $     945

</TABLE>



                                4

<PAGE>





                    SHARPER IMAGE CORPORATION

                  NOTES TO FINANCIAL STATEMENTS

Three-month periods and six-month periods ended July 31, 1995 and 1994

                           (Unaudited)

Note A- Financial Statements

The balance sheets at July 31, 1995 and 1994, statements of
operations for the three-month and six-month periods ended July
31, 1995 and 1994, and statements of cash flows for the six-month
periods ended July 31, 1995 and 1994 have been prepared by the
Company, without audit.  In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at July 31, 1995 and 1994, and for all
periods presented, have been made.  The Company's business is
seasonal in nature and the results of operations for the interim
periods presented are not necessarily indicative of the results
for the full fiscal year.

The balance sheet at January 31, 1995, presented herein, has been
derived from the audited balance sheet of the Company.

Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally
accepted accounting principles have been omitted from these
interim financial statements.  It is suggested that these
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's 1994
Annual Report.

NOTE B- Short-Term Borrowings and Notes Payable

In September 1994, the Company entered into a five-year revolving
secured credit facility with The CIT Group/Business Credit, Inc.,
a New York corporation.  The credit facility allows the Company to
borrow and issue letters of credit up to $20,000,000 based upon
inventory levels.  The credit facility is secured by the Company's
inventory, accounts receivable, general intangibles and certain
other assets.  Borrowings under the credit facility bear interest
at either prime plus 0.75% per annum, or at LIBOR plus 2.75% per
annum.  The credit facility contains certain financial covenants
pertaining to fixed charge coverage ratio, leverage ratio,
working capital and net worth.  The credit facility has
limitations on operating leases, other borrowings, dividend
payments and stock repurchases.

At July 31, 1995, there were no borrowings outstanding under the
credit facility.  No borrowings were made under the credit
facility during the second quarter.  Letters of credit commitments
at July 31, 1995 were $2,168,000.

Notes payable included two mortgage loans collateralized by
certain property and equipment.  The first note bears interest at
a fixed rate of 8%, provides for monthly payments of principal
and interest in the amount of $3,640, and matures in October
2003.  The other note bears interest at a variable rate equal to
the rate on 30- day commercial paper plus 3.82%, provides for
monthly payments of principal and interest in the amount of
$14,320, and matures in January 2000.

                                5

<PAGE>



NOTE C - Commitments and Contingencies

The Company is party to various legal proceedings arising from
normal business activities.  Management believes that the
resolution of these matters will not have a material effect on
the Company's financial condition.

NOTE D - Reclassifications

Certain reclassifications have been made to prior years'
financial statements in order to conform with current year
classifications.




                REVIEW BY INDEPENDENT ACCOUNTANTS

The financial statements at July 31, 1995 and 1994 and for the
three-month and six-month periods then ended have been reviewed
by the Registrant's independent accountants, Deloitte & Touche
LLP, whose report covering their review of the financial
statements is presented herein.

                                6

<PAGE>









                                7

<PAGE>






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




RESULTS OF OPERATIONS

The following  table is derived from the Company's  Statements of
Operations  and shows the results of  operations  for the periods
indicated as a percentage of total revenues.









<TABLE>
<CAPTION>

                                                                  Percentage of Total Revenues
                                                      Three Months Ended                    Six Months Ended
                                                         July 31                                July 31
                                                         -------                                -------
                                                    1995        1994                      1995         1994
                                                    ----        ----                      ----         ----

<S>                                                 <C>         <C>                       <C>          <C>                   



Revenues:
     Net store sales                                71.8%       72.7%                     71.3%        73.5%
     Net catalog sales                              27.1        26.2                      27.6         25.4
     List rental                                     0.4         0.7                       0.6          0.8
     Licensing                                       0.7         0.4                       0.5          0.3
                                                   -----       -----                     -----        -----
Total Revenues                                     100.0       100.0                     100.0        100.0

Costs and Expenses:
     Cost of Products                               49.4        50.7                      50.1         51.5
     Buying and Occupancy                           11.4        11.7                      12.1         13.3
     Advertising and Promotion                      19.1        13.1                      17.2         11.4
     General, Selling
      and Administrative                            24.8        23.2                      25.3         25.2

Other Expense (Income)                              (0.5)        0.6                      (0.5)         0.5
                                                  -------      -----                     ------       -----

Income (Loss) Before
 Income Taxes (Credit)                              (4.2)        0.7                      (4.2)        (1.9)

Income Taxes (Credit)                               (1.7)        0.3                      (1.7)        (0.8)
                                                    -----       ----                     ------       ------

Net Income (Loss)                                   (2.5)%       0.4%                     (2.5)%       (1.1)%                 
                                                  =======        ====                     ======       ====== 

</TABLE>



                                8

<PAGE>



Revenues

Net sales for the  three-month  and six-month  periods ended July
31, 1995,  increased  $4,695,000,  or 11.6%, and $11,705,000,  or
16.5%, over the comparable periods of the prior year. Returns and
allowances for the three-month  and six-month  periods ended July
31, 1995,  were 11.8% and 12.5% of sales,  as compared with 12.0%
of  sales  for  both  comparable  prior  year  periods.  For  the
three-month  and  six-month  periods  ended  July  31,  1995,  as
compared  with  the same  periods  last  year,  net  store  sales
increased  $3,041,000,   or  10.2%,  and  $6,842,000,  or  13.0%,
comparable  store  sales  increased  7.0% and  10.6%,  while  net
catalog sales increased $1,654,000,  or 15.4%, and $4,863,000, or
26.7%.

The increases in net store sales and  comparable  store sales for
the  three-month  and  six-month  periods  ended July 31, 1995 as
compared with the same prior year periods reflect a 1.0% and 3.7%
increase  in  total  store  transactions,  respectively,  and  an
increase in average revenue per transaction  from $97 to $106 for
the three-month period, and $98 to $106 for the six-month period.
The  increase  in net  catalog  sales  for  the  three-month  and
six-month  periods  ended  July 31,  1995  reflect  a 11% and 22%
increase in total catalog orders,  respectively,  and an increase
in  average   revenue  per  order  from  $117  to  $119  for  the
three-month  period,  and $120 to $122 for the six-month  period.
The  Company  believes  that the  increases  in net store  sales,
comparable store sales and net catalog sales primarily  reflected
the significant increase in advertising and promotion expense due
to the  increase  in the number of  catalogs  and  catalog  pages
circulated,  to sales related to the test mailing of the "Sharper
Image SPA" catalogs, and the demand for the Company's merchandise
assortment, particularly the Company's proprietary products.

Cost of Products, Buying and Occupancy Expenses

Costs of products for the three-month and six-month periods ended
July 31, 1995 increased $1,818,000,  or 8.7%, and $4,817,000,  or
13.0%,  from the comparable  prior year periods.  These increases
primarily  reflects the  increase in cost of products  related to
the  increases  in net  sales.  The  gross  margin  rate  for the
three-month  and six-month  periods ended July 31, 1995 was 49.9%
and 49.3%, or 1.4 and 2.2 percentage points higher than the gross
margin rate of 48.5% and 47.1% for the same  periods of the prior
year.  The higher  gross  margin  rates for the  three-month  and
six-month  periods  as  compared  with  the  prior  year  periods
primarily reflected the positive impact of the Company's strategy
of emphasizing  and expanding its line of  proprietary  products,
private label and exclusive  products and improved margins on the
balance of the merchandise mix.

Store occupancy  expense for the three-month and six-month period
ended  July  31,  1995   increased  by  $410,000  and   $584,000,
respectively.  The increase  primarily  reflected  the opening of
three new stores during the quarter.


                                9

<PAGE>




Advertising and Promotion Expenses

Advertising  and  promotion  expenses  for  the  three-month  and
six-month  periods ended July 31, 1995 increased  $3,381,000,  or
62.9%, and $6,216,000,  or 76.3%,  from the comparable prior year
periods. The increases in advertising and promotion expenses were
primarily  due to an increase in net catalog costs as a result of
an increase of 12.3% and 33.2% in the number of pages included in
the  catalog  and an  increase of 8.2% and 10.1% in the number of
Sharper Image  catalogs  circulated  during the  three-month  and
six-month  periods.  The increase can also be  attributed  to the
increase  in  paper  and  postage   costs,   which  is  having  a
significant  impact on the general mail order  industry,  and the
costs  associated  with the test  mailings of the "Sharper  Image
SPA" catalogs.

The Company  continually  evaluates its  advertising  strategy to
maximize the effectiveness of advertising.



General, Selling and Administrative Expenses

General,  selling and  administrative  (G S & A) expenses for the
three-month  and six month periods ended July 31, 1995  increased
$1,825,000,   or  19.2%,  and  $3,049,000,  or  16.9%,  from  the
comparable  prior  year  periods.   The  increase  was  primarily
attributable to the increases in overall selling expenses related
to the  increase in net sales.  The  increase in G S & A expenses
also included  increases in personnel costs to support the higher
sales volume,  an increase in store expense due to the opening of
three  new  stores  during  the  second  quarter  of 1995  and an
increase in net delivery  expense related to the increase in mail
order sales. The Company offers overnight  delivery to mail order
customers at no extra charge. For the six-month period, total G S
& A expenses were comparable with the prior year.

Liquidity and Capital Resources

The Company met its  short-term  liquidity  needs and its capital
requirements  in the  six-month  period  ended July 31, 1995 with
available  cash and trade  credit.  During the  six-month  period
ended July 31, 1995,  the Company's cash decreased by $15,641,000
to  $2,552,000  primarily  due to the  increases  in  merchandise
inventory, property and equipment expenditures,  the net loss for
the period and the repurchase of common stock during such period.
However  it was  not  necessary  for the  Company  to draw on the
credit facility.

In September 1994, the Company entered into a five-year revolving
secured credit facility with The CIT Group/Business Credit, Inc.,
a New York corporation. The credit facility allows the Company to
borrow and issue letters of credit up to  $20,000,000  based upon
inventory levels. The credit facility is secured by the Company's
inventory,  accounts receivable,  general intangibles and certain
other assets.  Borrowings under the credit facility bear interest
at either prime plus 0.75% per annum,  or at LIBOR plus 2.75% per
annum. The credit facility contains certain  financial  covenants
pertaining  to  fixed  charge  coverage  ratio,  leverage  ratio,
working   capital  and  net  worth.   The  credit   facility  has
limitations  on  operating  leases,  other  borrowings,  dividend
payments and stock repurchases.

At July 31, 1995, there were no short-term borrowings outstanding
under the credit facility.  Letters of credit commitments at July
31, 1995 were $2,168,000.
                               10

<PAGE>




Notes  payable  included two  mortgage  loans  collateralized  by
certain property and equipment.  The first note bears interest at
a fixed rate of 8%,  provides  for monthly  payments of principal
and  interest  in the  amount of $3,640,  and  matures in October
2003.  The other note bears  interest at a variable rate equal to
the rate on 30- day  commercial  paper plus 3.82%,  provides  for
monthly  payments  of  principal  and  interest  in the amount of
$14,320, and matures in January 2000.

The  Company's  net  merchandise  inventory  at July 31, 1995 was
approximately  33%  higher  than  that of July  31,  1994,  while
supporting  an  increase  of 16.5% in net  sales.  The  Company's
inventory  reflects  incremental  amounts for the support of five
Sharper  Image stores  opened since July 31, 1994 and one Sharper
Image SPA  store,  which  opened on August 4,  1995,  new  retail
concepts and the expanding wholesale business.

During the  six-month  period  ended July 31,  1995,  the Company
opened four Sharper  Image stores  located in White  Plains,  New
York (March 1995),  St.  Louis,  Missouri  (June 1995);  Kahului,
Maui,  Hawaii  (June  1995)  and  Aspen,  Colorado  (July  1995).
Subsequent to the quarter ended July 31, 1995, the Company opened
its first SPA  retail  store test site.  One  additional  Sharper
Image  store and three  Sharper  Image SPA stores  are  currently
planned to open  during  the  balance  of the  fiscal  year.  The
Company  is also  expanding  its  existing  distribution  center,
located in Little  Rock,  Arkansas,  from  50,000  square feet to
approximately 110,000 square feet. Total capital expenditures for
new  and  existing  stores,   corporate  headquarters,   and  the
distribution  center for the current fiscal year are estimated at
$9,500,000. These capital expenditures will be financed with cash
from operations, trade credit and the revolving credit facility.


                               11

<PAGE>

                             PART II

                        OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K

            (a)   Exhibits
                  10.1   -   Amended and Restated Stock Option Plan.  
                             (Incorporated by reference to Registration
                             Statement on Form S-8 filed on December 11,
                             1992 (Registration 33-12755).)

                  10.2   -   Cash or Deferred Profit Sharing Plan, as 
                             amended.  (Incorporated by reference to
                             Exhibit 10.2 to Registration Statement on
                             Form S-1 (Registration No. 33-12755).)

                  10.3   -   Form of Stock Purchase Agreement dated
                             July 26, 1985 relating to shares of
                             Common Stock purchase pursuant to
                             exercise of employee stock options.
                             (Incorporated by reference to Exhibit 10.3
                             to Registration Statement on Form S-1
                             (Registration No. 33-12755).)

                  10.4   -   Form of Stock Purchase Agreement dated
                             December 13, 1985 relating to shares
                             of Common Stock purchase pursuant to
                             exercise of employee stock options.
                             (Incorporated by reference to Exhibit 10.4
                             to Registration Statement on Form S-1
                             (Registration No. 33-12755).)

                  10.5   -   Form of Stock Purchase Agreement dated
                             November 10, 1986 relating to shares
                             of Common Stock purchase pursuant to
                             exercise of employee stock options.
                             (Incorporated by reference to Exhibit 10.4
                             to Registration Statement on Form S-1
                             (Registration No. 33-12755).)




                  10.6   -   Form of Director Indemnification Agreement.
                             (Incorporated by reference to Exhibit 10.42
                             to Registration Statement on Form S-1
                             (Registration No. 33-12755).)

                  10.7   -   Cash or Deferred Profit Sharing Plan
                             Amendment No. 3.  (Incorporated by
                             reference to Exhibit 10.15 to Form 10-K
                             for the fiscal year ended January 31,
                             1988.)

                  10.8   -   Cash or Deferred Profit Sharing Plan
                             Amendment No. 4 (Incorporated by reference
                             to Exhibit 10.16 to Form 10-K for the
                             fiscal year ended January 31, 1988.)

                  10.9   -   Form of Stock Option Agreement for 
                             Directors under the Company's Amended and
                             Restated Stock Option Plan.  (Incorporated
                             by reference to Exhibit 10.17 to Form
                             10-K for the fiscal year ended January 31,
                             1988.)


                               12

<PAGE>




                  10.10 -    Financing Agreement dated September 21,
                             1994, among the Company and The
                             CIT Group/Business Credit Inc.  (Incorporated
                             by reference to Exhibit 10.12 to
                             Form 10-Q for the quarter ended October 31,
                             1994.)

                  10.11 -    Real Estate Installment Note and Mortgage
                             dated October 4, 1994 among the
                             Company and Lee Thalheimer, Trustee 
                             for the Alan Thalheimer Trust.
                             (Incorporated by reference to Exhibit 10.20 
                             to the Form 10-K for the fiscal year
                             ended January 31, 1995.)

                  10.12 -    The Sharper Image 401(K) Savings Plan.
                             (Incorporated by reference to Exhibit
                             10.21 to Registration Statement on 
                             Form S-8 (Registration No. 33-80504) dated
                             June 21, 1994.)

                  10.13 -    Form of Plan Amendment to the Company's
                             Amended and Restated Stock Option
                             Plan dated October 7, 1994.  (Incorporated
                             by reference to Exhibit 10.22 to Form
                             10-K for the fiscal year ended January 31,
                             1995.)

                  10.14 -    Form  of  Stock  Option  Agreement
                             under the Company's 1994 Non-Employee  
                             Directors Stock Option Plan dated October 7, 1994.
                             (Incorporated by reference to
                             Exhibit 10.23 to Form 10-K for the
                             fiscal year ended January 31, 1995.)

                  10.15 -    Form of Chief Executive Officer Compensation 
                             Plan dated February 3, 1995.
                             (Incorporated by reference to Exhibit 10.24
                             to the Form 10-K for the fiscal year
                             ended January 31, 1995.)

                  11.0 -     Statements Re: Computation of Earnings 
                             Per Share 

                  15.0 -     Letter Re:  Unaudited Interim Financial
                             Information

                  27.0   -   Financial Data Schedule

            (b)   Reports on Form 8-K

                  The  Company  has not filed any reports on Form
                  8-K for the three months ended July 31, 1995.

                               13

<PAGE>



                           SIGNATURES

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


                    SHARPER IMAGE CORPORATION



Date:  September 13, 1995       by:  /s/  Craig P. Womack
                                     --------------------
                                     Craig P. Womack
                                     President
                                     Chief Operating Officer



                                 by:  /s/  Tracy Y. Wan
                                      --------------------
                                      Tracy Y. Wan
                                      Senior Vice President
                                      Chief Financial Officer



                               14

<PAGE>















<TABLE>


SHARPER IMAGE CORPORATION                                                                                 EXHIBIT 11      
STATEMENTS RE: COMPUTATION OF EARNINGS PER SHARE
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS


<CAPTION>



                                                             Three Months Ended                       Six Months Ended        
                                                                  July 31,                                July 31,            
                                                                 --------                                --------             
                                                         1995                1994             1995               1994         
                                                         ----                ----             ----               ----        
<S>                                                <C>                 <C>               <C>                <C>              



NET INCOME (LOSS)                                  $  (1,159)          $      181        $  (2,092)         $    (809)


AVERAGE SHARES OF COMMON
STOCK OUTSTANDING DURING
THE PERIOD                                          8,237,902           8,284,414         8,243,928          8,284,199

ADD:
INCREMENTAL SHARES FROM
ASSUMED EXERCISE OF STOCK
OPTIONS (PRIMARY)                                           *             613,285                 *                  *        
                                                   ----------          ----------        ----------         ----------        
                                                    8,237,902           8,897,699         8,243,928          8,284,199        
                                                   ==========          ==========        ==========         ==========

PRIMARY INCOME (LOSS)
 PER SHARE                                         $   (0.14)          $     0.02        $   (0.25)         $    (0.10)       
                                                   ==========          ==========        ==========         ===========






AVERAGE SHARES OF COMMON
STOCK OUTSTANDING DURING
THE PERIOD                                          8,237,902           8,284,414         8,243,928          8,284,199

ADD:
INCREMENTAL SHARES FROM
ASSUMED EXERCISE OF STOCK
OPTIONS (FULLY-DILUTED)                                     *             648,012                 *                  *        
                                                   ----------          ----------        ----------         ----------        
                                                    8,237,902           8,932,426         8,243,928          8,284,199        
                                                   ==========          ==========        ==========         ==========

FULLY-DILUTED INCOME (LOSS)
 PER SHARE                                         $   (0.14)          $     0.02        $   (0.25)         $    (0.10)       
                                                   ==========          ==========        ==========         ===========



*  Incremental  shares from assumed exercise of stock options are
   antidilutive for primary and fully diluted loss per share, and
   therefore not presented.

</TABLE>


                               15

<PAGE>

















                           SIGNATURES

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


                                    SHARPER IMAGE CORPORATION



Date:  September 13, 1995           by: 
                                        ----------------------
                                        Craig P. Womack
                                        President
                                        Chief Operating Officer




                                     by:
                                        ----------------------
                                        Tracy Y. Wan
                                        Senior Vice President
                                        Chief Financial Officer



<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000811696
<NAME> THE SHARPER IMAGE
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-31-1996
<PERIOD-END>                               JUL-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                           2,552
<SECURITIES>                                         0
<RECEIVABLES>                                    4,036
<ALLOWANCES>                                         0
<INVENTORY>                                     28,035
<CURRENT-ASSETS>                                43,259
<PP&E>                                          43,886
<DEPRECIATION>                                (28,740)
<TOTAL-ASSETS>                                  49,389
<CURRENT-LIABILITIES>                           25,018
<BONDS>                                              0
<COMMON>                                            82
                                0
                                          0
<OTHER-SE>                                      30,200
<TOTAL-LIABILITY-AND-EQUITY>                    59,389
<SALES>                                         51,357
<TOTAL-REVENUES>                                45,764
<CGS>                                           22,614
<TOTAL-COSTS>                                   47,908
<OTHER-EXPENSES>                                 (121)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                (92)
<INCOME-PRETAX>                                (1,931)
<INCOME-TAX>                                     (772)
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,159)
<EPS-PRIMARY>                                   (0.14)
<EPS-DILUTED>                                   (0.14)
        

</TABLE>

[DELOITTE & TOUCHE LLP LETTERHEAD]

                                                       EXHIBIT 15.1


INDEPENDENT ACCOUNTANTS' REPORT


Board of Directors
Sharper Image Corporation
San Francisco, California

We have reviewed the accompanying condensed balance sheets of
Sharper Image Corporation as of July 31, 1995 and 1994, and the
related condensed statements of operations and cash flows for the
three- and six-month periods then ended.  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, the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole.  Accordingly, we do not
express such an opinion.

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

We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Sharper Image Corporation
as of January 31, 1995, and the related statements of operations,
stockholders' equity and cash flows for the year then ended (not
presented herein); and in our report dated March 31, 1995, we
expressed an unqualified opinion on those financial statements.  In
our opinion, the information set forth in the accompanying
condensed balance sheet as of January 31, 1995 is fairly stated, in



all material respects, in relation to the balance sheet from which
it has been derived.



DELOITTE & TOUCHE LLP

August 18, 1995






[DELOITTE & TOUCHE LLP LETTERHEAD]

                                                       EXHIBIT 15.2



Board of Directors
Sharper Image Corporation
San Francisco, California

We have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the
unaudited interim financial information of Sharper Image
Corporation for the periods ended July 31, 1995 and 1994, as
indicated in our report dated August 18, 1995; because we did not
perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included
in your Quarterly Report on Form 10-Q for the quarter ended
July 31, 1995, is incorporated by reference in Registration
Statement No. 33-12755 and Registration Statement No. 33-80504 on
Forms S-8 of Sharper Image Corporation.

We also are aware that the aforementioned report, pursuant to Rule
436(c) under the Securities Act of 1933, is not considered a part
of the Registration Statement prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.



DELOITTE & TOUCHE LLP

August 18, 1995






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