SHARPER IMAGE CORP
11-K, 1997-06-27
MISCELLANEOUS SHOPPING GOODS STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K



(Mark One)
[ X ]    Annual report pursuant to Section 15(d) of the Securities Exchange Act
         of 1934 for the calendar year ended December 31, 1996 or

[   ]    Transition   report  pursuant  to   Section   15(d)  of the  Securities
         Exchange Act of 1934 for the transition period from ________________ to
         ______________
 

                           Commission File Number:   33-80504



         A.   Full title of the Plan and the address of the Plan, if different 
              from that of the issuer named below:

                           The Sharper Image 401k Savings Plan
                           650 Davis Street
                           San Francisco, CA 94111

         B.   Name of issuer of the securities  held pursuant to the Plan and
              the address of its principal  executive office:

                           Sharper Image Corporation
                           650 Davis Street
                           San Francisco, CA 94111


                                       1
<PAGE>



                   THE SHARPER IMAGE

                   401k SAVINGS PLAN




                   Financial  Statements  for the  years  ended
                   December  31,  1996 and  1995,  Supplemental
                   Schedules  for the year  ended December  31,
                   1996 and Independent  Auditors' Report


                                       2
<PAGE>

THE SHARPER IMAGE

401k SAVINGS PLAN


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                          Page
                                                                          ----

INDEPENDENT AUDITORS' REPORT                                                 4


FINANCIAL STATEMENTS:

     Statements of Net Assets Available for Benefits,
         With Fund Information as of December 31, 1996 and 1995            5-6

     Statements of Changes  in Net  Assets  Available  for 
         Benefits,  With Fund Information for the years ended 
         December 31, 1996 and  1995                                       7-8

     Notes to Financial Statements                                        9-12


SUPPLEMENTAL SCHEDULES:

     Item 27a - Supplemental Schedule of Assets Held
         for Investment Purposes as of December 31, 1996                    13

     Item 27d - Supplemental Schedule of Reportable
         Transactions for year ended December 31, 1996                      14


OTHER INFORMATION:

     Exhibit 23.1 - Independent Auditors' Consent                           16

                                       3
<PAGE>

INDEPENDENT AUDITORS' REPORT

Administrative Committee,
The Sharper Image 401k Savings Plan
San Francisco, California


     We have audited the  accompanying  statements  of net assets  available for
benefits of The Sharper  Image 401k Savings Plan (the "Plan") as of December 31,
1996 and 1995, and the related statements of changes in net assets available for
benefits  for  the  years  then  ended.  These  financial   statements  are  the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion,  such financial  statements present fairly, in all material
respects,  the net assets  available for benefits of the Plan as of December 31,
1996  and 1995,  and the changes in net assets available  for  benefits  for the
years then ended in conformity with generally accepted accounting principles.

     Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic financial  statements taken as a whole. The supplement schedules listed in
the table of contents are presented  for the purpose of additional  analysis and
are not a required part of the basic financial  statements but are supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974.  The fund  information  in the  statements  of net  assets  available  for
benefits and the statements of changes in net assets  available for benefits are
presented for the purpose of additional  analysis rather than to present the net
assets  available for benefits and changes in net assets  available for benefits
of each  funds.  These  supplemental  schedules  and  fund  information  are the
responsibility of the Plan's  management.  Such supplemental  schedules and fund
information have been subjected to the auditing procedures applied in our audits
of the basic financial  statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial  statements
taken as a whole.

June 12, 1997





                                       4

<PAGE>

<TABLE>
THE SHARPER IMAGE
401k SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
- ----------------------------------------------------------------------------------------------------
<CAPTION>
                                                           Compass        Compass         Compass   
                                            Compass        Capital        Capital         Capital   
                                            Capital        Growth          Index          Inter.    
                                           Balanced        Equity         Equity        Govt. Bond  
                                             Fund           Fund           Fund            Fund     
                                          ----------     ----------     ----------      ----------  
<S>                                         <C>            <C>             <C>             <C>      
Investments at Fair Value:
    Fixed-Income Securities               $ 368,136                                                 
    Equity Securities                                    $ 488,517    $    255,603                  
    Government Securities                                                             $    45,267   
    Money Market Fund                                                                               
    Common Stock                                                                                    
    Participant Loans                                                                               
                                         ----------     ----------    ------------    -----------   
    Total Investments at Fair Value         368,136        488,517         255,603         45,267   
                                         ----------     ----------    ------------    -----------   

Receivables:
    Employee Contributions                    7,744         11,408           7,737          1,211   
    Employer Contribution                    15,041         20,239          12,459          3,162   
                                         ----------     ----------    ------------    -----------   
                                             22,785         31,647          20,196          4,373   
                                         ----------     ----------    ------------    -----------   

Liabilities-Excess Contributions             (2,765)        (8,116)         (5,310)          (272)  
                                         ----------     ----------    ------------    -----------   

Net Assets Available for Benefits       $   388,156     $  512,048     $   270,489     $   49,368   
                                        ============    ==========     ===========     ==========   


                                             Compass
                                             Capital   Sharper Image
                                              Money     Corporation
                                             Market    Common Stock  Participant
                                              Fund         Fund          Loans               Total
                                           ----------  ------------  ------------           -------

Investments at Fair Value:
    Fixed-Income Securities                                                               $   368,136
    Equity Securities                                                                         744,120
    Government Securities                                                                      45,267
    Money Market Fund                      $ 569,953                                          569,953
    Common Stock                                        $  42,558                              42,558
    Participant Loans                                                   $  59,845              59,845
                                           ---------   ----------      ----------           ---------
    Total Investments at Fair Value          569,953       42,558          59,845           1,829,879
                                           ---------   ----------      ----------           ---------

Receivables:
    Employee Contributions                    10,808        1,744                              40,652
    Employer Contribution                     26,356        4,070                              81,372
                                           ---------   ----------      ----------           ---------
                                              37,164        5,814               -             121,979
                                           ---------   ----------      ----------           ---------

Liabilities-Excess Contributions              (1,211)        (451)              -             (18,125)
                                           ---------   ----------      ----------           ---------

Net Assets Available for Benefits         $  605,906 $     47,921      $   59,845          $1,933,733
                                          ========== ============      ==========          ==========

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                                       5
<PAGE>

<TABLE>

THE SHARPER IMAGE
401k SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
- ----------------------------------------------------------------------------------------------------
                                                           Compass        Compass         Compass   
                                            Compass        Capital        Capital         Capital   
                                            Capital        Growth          Index          Inter.    
                                           Balanced        Equity         Equity        Govt. Bond  
                                             Fund           Fund           Fund            Fund     
                                          ----------     ----------     ----------      ----------  
<S>                                       <C>            <C>           <C>            <C>      

Investments at Fair Value:
    Fixed-Income Securities               $ 200,439                                                 
    Equity Securities                                    $ 272,785     $    92,189                  
    Government Securities                                                             $    31,483   
    Money Market Fund                                                                               
    Common Stock                                                                                    
    Participant Loans                                                                               
                                        -----------     ----------     -----------    -----------   
    Total Investments at Fair Value         200,439        272,785          92,189         31,483   
                                        -----------     ----------     -----------    -----------   

Receivables:
    Employee Contributions                    6,032          7,912           3,769          1,199   
    Employer Contribution                    12,872         16,860           7,744          3,083   
                                        -----------     ----------     -----------    -----------   
                                             18,904         24,772          11,513          4,282   
                                        -----------     ----------     -----------    -----------   

Liabilities-Excess Contributions             (2,017)        (2,792)         (2,879)             -   
                                        -----------     ----------     -----------    -----------   

Net Assets Available for Benefits       $   217,326     $  294,765     $   100,823     $   35,765   
                                        ============    ==========     ===========     ==========   

                                            Compass
                                            Capital   Sharper Image
                                             Money     Corporation
                                            Market    Common Stock  Participant
                                             Fund         Fund          Loans               Total
                                          ----------  ------------  ------------           -------

Investments at Fair Value:
    Fixed-Income Securities                                                              $   200,439
    Equity Securities                                                                        364,974
    Government Securities                                                                     31,483
    Money Market Fund                     $ 446,943                                          446,943
    Common Stock                                       $  30,495                              30,495
    Participant Loans                                                  $  18,741              18,741
                                          ---------   ----------      ----------           ---------
    Total Investments at Fair Value         446,943       30,495          18,741           1,093,075
                                          ---------   ----------      ----------           ---------

Receivables:
    Employee Contributions                   11,307        1,343                              31,562
    Employer Contribution                    34,806        3,432                              78,797
                                          ---------   ----------      ----------           ---------
                                             46,113        4,775               -             110,359
                                          ---------   ----------      ----------           ---------

Liabilities-Excess Contributions             (3,288)        (661)              -             (11,637)
                                          ---------   ----------      ----------           ---------

Net Assets Available for Benefits        $  489,768 $     34,609      $   18,741          $1,191,797
                                         ========== ============      ==========          ==========

<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>
                                       6
<PAGE>
<TABLE>

THE SHARPER IMAGE
401k SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                   Compass      Compass        Compass    
                                                     Compass       Capital      Capital        Capital    
                                                     Capital       Growth        Index         Inter.     
                                                    Balanced       Equity       Equity       Govt. Bond   
                                                      Fund          Fund         Fund           Fund      
                                                   ----------    ----------   ----------     ----------   
<S>                                               <C>          <C>          <C>             <C>           
   ADDITIONS TO NET ASSETS:
      Investment income (loss):
         Net appreciation (depreciation)
           in fair value of investments           $   23,240   $   46,376 $     23,174      $    (475)    
         Interest and dividend income                 21,012       24,504       14,108          2,131     
                                                  ----------   ----------  -----------     ----------     
           Total investment income (loss)             44,252       70,880       37,282          1,656     

      Employer contributions                          15,041       20,239       12,459          3,162     
      Employee contributions                         134,112      183,088      105,169         23,331     
                                                  ----------   ----------  -----------     ----------     
           Total additions                           193,405      274,207      154,910         28,149     
                                                  ----------   ----------  -----------     ----------     

   DEDUCTIONS FROM NET ASSETS:
      Benefits paid to terminated participants       (27,834)     (47,387)     (16,941)        (8,278)    
      Administrative expenses (Note 1)                                                                    
                                                  ----------   ----------  -----------     ----------     
                                  
           Total deductions                          (27,834)     (47,387)     (16,941)        (8,278)    
                                                  ----------   ----------  -----------     ----------     

   NET INCREASE (DECREASE)
       BEFORE INTERFUND TRANSFERS                    165,571      226,820      137,969         19,871     

   NET INTERFUND TRANSFERS                             5,259       (9,537)      31,697         (6,268)    
                                                  ----------   ----------  -----------     ----------     

   NET INCREASE                                      170,830      217,283      169,666         13,603     

   NET ASSETS AVAILABLE FOR BENEFITS:
   Beginning of year                                 217,326      294,765      100,823         35,765     
                                                  ----------   ----------  -----------     ----------     
   End of year                                    $  388,156   $  512,048   $  270,489      $  49,368     
                                                  ==========   ==========  ===========     ==========     

                                                      Compass
                                                      Capital       Sharper Image
                                                       Money         Corporation
                                                      Market        Common Stock    Participant
                                                       Fund             Fund           Loans        Total
                                                    ----------      ------------       -----    ---------
   ADDITIONS TO NET ASSETS:
      Investment income (loss):
         Net appreciation (depreciation)
           in fair value of investments                            $   (11,067)                  $  81,248
         Interest and dividend income                 $  28,648             31                      90,434
                                                     ----------      ---------                   ---------
           Total investment income (loss)                28,648        (11,036)                    171,682

      Employer contributions                             26,356          4,070                      81,327
      Employee contributions                            205,682         25,582                     676,964
                                                     ----------      ---------                   ---------
           Total additions                              260,686         18,616                     929,973
                                                     ----------      ---------                   ---------

   DEDUCTIONS FROM NET ASSETS:
      Benefits paid to terminated participants          (64,156)        (2,601)   $  (1,944)      (169,141)
      Administrative expenses (Note 1)                  (18,896)                                   (18,896)
                                                     ----------      ---------   -----------    ----------
           Total deductions                             (83,052)        (2,601)      (1,944)      (188,037)
                                                     ----------      ---------   -----------    ----------

   NET INCREASE (DECREASE)
       BEFORE INTERFUND TRANSFERS                       177,634         16,015       (1,944)       741,936

   NET INTERFUND TRANSFERS                              (61,496)        (2,703)      43,048              -
                                                     ----------      ---------   -----------    ----------

   NET INCREASE                                         116,138         13,312       41,104        741,936

   NET ASSETS AVAILABLE FOR BENEFITS:
   Beginning of year                                    489,768         34,609       18,741      1,191,797
                                                     ----------      ---------   -----------    ----------
   End of year                                       $  605,906      $  47,921    $  59,845     $1,933,733
                                                     ==========      =========   ===========    ==========
<FN>

   See accompanying notes to financial statements.
</FN>
</TABLE>
                                       7
<PAGE>
<TABLE>

THE SHARPER IMAGE
401k SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                   Compass      Compass        Compass  
                                                     Compass       Capital      Capital        Capital  
                                                     Capital       Growth        Index         Inter.   
                                                    Balanced       Equity       Equity       Govt. Bond 
                                                      Fund          Fund         Fund           Fund    
                                                   ----------    ----------   ----------     ---------- 
<S>                                               <C>          <C>          <C>             <C>         
   ADDITIONS TO NET ASSETS:
      Investment income (loss):
         Net appreciation (depreciation)
           in fair value of investments           $   24,768   $   39,820  $     2,457     $    1,213   
         Interest and dividend income                  6,578        8,707       12,827          1,167   
                                                  ----------   ----------   ----------     ----------   
           Total investment income (loss)             31,346       48,527       15,284          2,380   

      Employer contributions                          12,872       16,860        7,744          3,083   
      Employee contributions                         109,860      149,756       54,273         17,997   
                                                  ----------   ----------   ----------     ----------   
           Total additions                           154,078      215,143       77,301         23,460   
                                                  ----------   ----------   ----------     ----------   

   DEDUCTIONS FROM NET ASSETS:
      Benefits paid to terminated participants       (11,132)     (27,543)      (6,597)        (1,463)  
                                                  ----------   ----------   ----------     ----------   
           Total deductions                          (11,132)     (27,543)      (6,597)        (1,463)  
                                                  ----------   ----------   ----------     ----------   

   NET INCREASE (DECREASE)
       BEFORE INTERFUND TRANSFERS                    142,946      187,600       70,704         21,997   

   NET INTERFUND TRANSFERS                            (1,301)      13,872       10,721          2,182   
                                                  ----------   ----------   ----------     ----------   

   NET INCREASE                                      141,645      201,472       81,425         24,179   

   NET ASSETS AVAILABLE FOR BENEFITS:
   Beginning of year                                  75,681       93,293       19,398         11,586   
                                                  ----------   ----------   ----------     ----------   
   End of year                                    $  217,326   $  294,765   $  100,823      $  35,765   
                                                  ==========   ==========   ==========      ==========  

                                                      Compass
                                                      Capital       Sharper Image
                                                       Money         Corporation
                                                      Market        Common Stock Participant
                                                       Fund             Fund        Loans         Total
                                                    ----------      ------------    -----        ---------
   ADDITIONS TO NET ASSETS:
      Investment income (loss):
         Net appreciation (depreciation)
           in fair value of investments                             $   (2,857)                  $  65,401
         Interest and dividend income             $      21,766             27                      51,072
                                                     ----------      ---------                  ----------
           Total investment income (loss)                21,766         (2,830)                    116,473

      Employer contributions                             34,806          3,432                      78,797
      Employee contributions                            281,726         18,390                     632,002
                                                     ----------      ---------                  ----------
           Total additions                              338,298         18,992                     827,272
                                                     ----------      ---------                  ----------

   DEDUCTIONS FROM NET ASSETS:
      Benefits paid to terminated participants          (70,704)        (2,946)   $  (1,822)      (122,207)
                                                     ----------      ---------    ---------     ----------
           Total deductions                             (70,704)        (2,946)      (1,822)      (122,207)
                                                     ----------      ---------    ---------     ----------

   NET INCREASE (DECREASE)
       BEFORE INTERFUND TRANSFERS                       267,594         16,046       (1,822)       705,065

   NET INTERFUND TRANSFERS                              (50,908)         4,871       20,563              -
                                                     ----------      ---------    ---------     ----------

   NET INCREASE                                         216,686         20,917       18,741        705,065

   NET ASSETS AVAILABLE FOR BENEFITS:
   Beginning of year                                    273,082         13,692            -        486,732
                                                     ----------      ---------    ---------     ----------
   End of year                                       $  489,768      $  34,609    $  18,741     $1,191,797
                                                     ==========      =========    =========     ==========

<FN>
   See accompanying notes to financial statements.
</FN>
</TABLE>
                                       8

<PAGE>


THE SHARPER IMAGE
401k SAVINGS PLAN


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND  1995
- --------------------------------------------------------------------------------

1.   DESCRIPTION OF THE PLAN

     The following description of The Sharper Image (the "Company") 401k Savings
     Plan (the "Plan") provides only general  information.  Participants  should
     refer to the Plan  agreement for a more complete  description of the Plan's
     provisions.

     General- The Plan was  established  on April 1, 1994. The Plan is a defined
     contribution  plan covering all  employees  who have  completed one year of
     service with at least 1,000 hours and are age twenty-one or older. The Plan
     is intended to qualify  under  Sections  401(a) and 401(k) of the  Internal
     Revenue Code ("IRC").  The purpose of the Plan is to provide retirement and
     other  benefits  for  employees  of  the  Company.  It is  subject  to  the
     provisions  of  the  Employee   Retirement  Income  Security  Act  of  1974
     ("ERISA").

     Contributions-  Participants  may  contribute  1% to  10% of  their  annual
     compensation,  plus up to 100% of any  employer  paid  cash  bonus,  not to
     exceed the maximum  deductible amount of $9,500 for the year ended December
     31, 1996 and $9,240 for the year ended December 31, 1995.  Participants may
     also effect rollover distributions to the Plan from other qualified defined
     benefit or  contribution  plans.  For the year ended  December 31, 1996 and
     1995 the Company made employer matching  contributions equal to 100% of the
     participants contribution up to a maximum of $250 per participant.

     Participant  Accounts-  Each  participant's  account is  credited  with the
     participant's  contributions,  the  Company's  matching  contribution,  and
     allocations   of  Plan   earnings.   Forfeited   balances   of   terminated
     participants'  nonvested  accounts  remain in the Plan and will be  applied
     first to the payment of  administrative  expenses and then to reduce future
     Company contributions.

     Vesting- Participants are immediately vested in the contributions they make
     to the  Plan,  plus  actual  earnings  thereon.  Vesting  in the  Company's
     matching  contributions,  made on their behalf,  plus  earnings  thereon is
     based on years of service. A participant is 100% vested after five years of
     credited service.

     Investment  Options- Upon  enrollment in the Plan, a participant can direct
     his or her contributions to any of the six investment options:

          Compass  Capital  Balanced  Fund-  Funds are  invested  in equity  and
               fixed-income   senior   securities  with  at  least  25%  of  the
               portfolios's   total  assets  invested  in  fixed-income   senior
               securities.

                                       9
<PAGE>

          Compass Capital  Growth Equity Fund- Funds are  primarily  invested in
               common stock in the middle and higher capitalization ranges (over
               $1 billion  market  capitalization  at the time of purchase)  and
               growth  prospects  exceeding  that  of the  general  economy.  In
               January  1997,  the name of this  fund  was  changed  to  Compass
               Capital Large Cap Growth Equity Fund.


          Compass Capital Index Equity Fund- Funds are substantially invested in
               common stock in the Standard & Poor's 500 Index in  approximately
               the same proportion as they are represented in such Index.

          Compass Capital Intermediate Government Bond Fund- Funds are primarily
               invested in obligations issued or guaranteed by the United States
               government,  its  agencies or  instrumentalities  and  repurchase
               agreements and collaterized mortgage obligations relating to such
               obligations.

          Compass Capital  Money Market Fund- Funds are invested in  short-term,
               high quality United States dollar denominated instruments.

          Sharper Image  Corporation  Common  Stock Fund- Funds are  invested in
               common stock of the Company.

     Distribution  of  Benefits - Upon  termination  of service  for any reason,
     including  death,  disability or retirement,  a participant may receive the
     value of the  participant's  vested  interest  in his or her  account  as a
     lump-sum distribution.

     Participant  Loans - Participant  loans are available to active  employees.
     The loan amount available is 50% of a participant's vested account balance,
     with a minimum loan of $1,000 and a maximum loan of $50,000. As of December
     31, 1996, there were 29 loans outstanding, with interest rates ranging from
     9.2% to 10%, and as of December 31, 1995,  there were 13 loans  outstanding
     with interest rates ranging from 9.5% to 10%.

     Plan  Termination-  Although  the Company has not  expressed  any intent to
     terminate the Plan agreement, it may do so at any time. The Company has the
     right under the Plan to discontinue  its  contributions  at any time and to
     terminate the Plan under the provisions of ERISA.

     Tax Status - The Plan is a standardized  prototype cash or deferred  profit
     sharing  plan  sponsored  by PNC Bank,  National  Association.  A favorable
     determination  letter  for this  standardized  prototype  was issued by the
     Internal  Revenue  Service  ("IRS")  on  April  10,  1990  and a  favorable
     determination  letter for the amendment to the  standardized  prototype was
     issued by the IRS on February 8, 1993. The Plan Administrator believes that
     the Plan is currently designed and is being operated in compliance with the
     applicable  requirements  of the IRC.  Therefore,  no provision  for income
     taxes has been included in the Plan's financial statements.

     Administrative  Expenses - Plan administrative  expenses are primarily paid
     through forfeited balances of terminated  participants'  non-vested portion
     of the Company's matching contributions.

     Forfeiture  Accounts - At December 31, 1996,  forfeited  non-vested account
     balances  totaled  $5,027.  These  accounts  will be used to offset  future
     expenses  of the  Plan.  In  addition,  during  1996,  Plan  administrative
     expenses totaling $18,896 were deducted from these account balances.

                                       10
<PAGE>

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of  Accounting - The  financial  statements  of the Plan are prepared
     under the accrual method of accounting.

     Investment  Valuation and Income  Recognition - The Plan's  investments are
     stated at fair value. Shares of registered  investment companies are valued
     at quoted market prices which  represent the net asset value of shares held
     by the Plan at year-end.  The Company  stock is valued at its quoted market
     price. Participant loans are carried at the unpaid principal balance, which
     approximates fair value.

     Purchases  and sales of  securities  are  recorded on a  trade-date  basis.
     Interest income is recorded on an accrual basis.  Dividends are recorded on
     the ex-dividend date.

     Payment of Benefits - Benefits are recorded when paid.

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     comformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

3.   INVESTMENTS

     Investments  that represent 5% or more of the Plan's net assets at December
     31, 1996 and 1995 are separately identified in the following table:

                               December 31, 1996           December 31, 1995
                               -----------------           -----------------
                           Number of                   Number of
                           Shares or       Fair        Shares or          Fair
                           Par Value       Value       Par Value          Value
                           ---------       -----       ---------          -----
     Compass Capital
     ---------------
     Balanced Fund           23,797    $  368,136         14,046    $  200,439
     Growth Equity Fund      33,075       488,517         21,064       272,785
     Index Equity Fund       17,837       255,603          7,363        92,189
     Money Market Fund      493,585       569,953        408,014       446,943
                          

                                       11
<PAGE>

                                                                  
4.   DUE TO PARTICIPANTS WHO HAVE WITHDRAWN               

     As of December 31, 1996, net assets available for benefits included $7,900,
     due to participants  who have withdrawn from  participation in the Plan. No
     such amount were outstanding as of December 31, 1995.




                                       12


<PAGE>


 THE SHARPER IMAGE
 401k SAVINGS PLAN

<TABLE>

Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<CAPTION>

                                                        Number of
                                                        Shares or                   Fair
 Description of Investment                              Par Value      Cost         Value
 -------------------------                              ---------      ----         -----
<S>                                                        <C>      <C>          <C>       
FIXED INCOME SECURITIES
   Compass Capital Balanced Equity Fund                    23,797   $  328,972   $  368,136

EQUITY SECURITIES
   Compass Capital Growth Equity Fund                      33,075      421,160      488,517
   Compass Capital Index Equity Fund                       17,837      233,247      255,603

GOVERNMENT SECURITIES
   Compass Capital Intermediate Government Bond Fund        4,518       45,005       45,267

MONEY MARKET FUND
   Compass Capital Money Market Fund                      493,585      530,535      569,953

COMMON STOCK
   Sharper Image Corporation Common Stock Fund              6,516       53,772       42,558

PARTICIPANT LOAN
   Twenty nine loans outstanding with interest rates
   ranging from 9.2% to 10%                                59,845       59,845       59,845
                                                                    ----------   ----------

   Total Investments                                                $1,672,536   $1,829,879
                                                                    ==========   ==========
</TABLE>
                                       13

<PAGE>


THE SHARPER IMAGE
401k SAVINGS PLAN
<TABLE>


 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
      YEAR ENDED DECEMBER 31, 1996
<CAPTION>

Identity of                                                            Purchases                       Sales
Party Involved                                                 Transactions     Price        Transactions    Price       Gain/(Loss)
- --------------                                                 ------------   --------       ------------   --------     ----------
<S>                                                                  <C>      <C>                  <C>      <C>           <C>     
Compass Capital Balanced Fund                                        55       $196,579             42       $ 52,123      $  5,327
Compass Capital Growth Equity Fund                                   54        256,722             47         87,366        14,050
Compass Capital Index Equity Fund                                    55        165,730             35         25,490         1,399
Compass Capital Intermediate Government Bond Fund                    41         29,380             31         15,122            94
Compass Capital Money Market Fund                                    69        262,409             75        167,135         9,101
Sharper Image Corporation Common Stock Fund                          33         32,218             30          9,087        (2,607)
</TABLE>


                                       14

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.



                                THE SHARPER IMAGE 401k SAVINGS PLAN
                                BY SHARPER IMAGE CORPORATION
                                    PLAN ADMINISTRATOR




Date:     June 26, 1997         by: /s/       Craig P. Womack
     ----------------------        ------------------------------
                                   Craig P. Womack
                                   President, Chief Administrative Officer and
                                   Plan Administrator


                                       15
<PAGE>


                                                                    Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT


     We consent to the incorporation by reference in Registration  Statement No.
33-12755 and Registration Statement No. 33-80504 of Sharper Image Corporation on
Forms S-8 of our report dated June 12, 1997,  appearing in this Annual Report on
Form 11-K of The Sharper Image 401k Savings Plan for the year ended December 31,
1996.



June 25, 1997


                                       16
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.



                                 THE SHARPER IMAGE 401k SAVINGS PLAN
                                 BY SHARPER IMAGE CORPORATION
                                    PLAN ADMINISTRATOR



                                 By____________________________________________
                                    President, Chief Administrative Officer and
                                         Plan Administrator




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