8-K, 1996-10-23
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                     Washington, D.C.   20549

                             FORM 8-K

                          CURRENT REPORT
              PURSUANT TO SECTION 13 or 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                          October 18, 1996
         Date of report (Date of earliest event reported)

                         SUCCESSORIES, INC.
       (Exact name of Registrant as specified in its charter)

  (State or other jurisdiction of incorporation or organization)

        0-22834                           36-3760230
(Commission File Number)      (I.R.S. Employer Identification Number)

       919 Springer Drive
       Lombard, Illinois                      60148
(Address of principal executive office)      (Zip Code)

      (Registrant's telephone number, including area code)

                         Not Applicable
(Former name or former address, if changed since last report)

                       Page 1 of 6 pages.
Item 4.  Change in Registrant's Certifying Accountant

         (a)    On October 18, 1996, Successories, Inc. (the
"Registrant") dismissed Price Waterhouse LLP ("Price Waterhouse")
as its independent accountants.  

         (b)   Price Waterhouse reported on the Registrant's
financial statements for the fiscal year ended April 30, 1995 and
the period May 1, 1995 through February 3, 1996.

         (c)   The report of Price Waterhouse on the Registrant's
financial statements for the fiscal year ended April 30, 1995 and
the period May 1, 1995 through February 3, 1996, contained no
adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.

         (d)   The Registrant's Audit Committee recommended and
the Board of Directors approved, effective as of October 18,
1996, the decision to change independent accountants.

         (e)   In connection with its audits for the fiscal year
ended April 30, 1995 and the period May 1, 1995 through February 3,
1996 and through October 18, 1996; (i) there have been no disagreements
with Price Waterhouse on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Price Waterhouse
would have caused them to make reference thereto in their reports on the
financial statements for such periods; and (ii) the Registrant restated its
fiscal 1995 third quarter operating results due to a misstatement of 
inventory values resulting primarily from higher than expected labor and
overhead costs directly related to a fulfillment system failure during
the peak selling season.  Price Waterhouse reported on certain weaknesses
in the Registrant's internal control and management information systems
relating to certain accounting functions for the fiscal year ended April 30,
1995.  As reported in the Registrant's Form 10-K for the fiscal year ended
April 30, 1995, the Registrant has strengthened its internal control
environment by hiring and promoting  key employees in the Accounting and
MIS departments in  addition to enhancing policies and procedures in the
inventory management system.

         (f)  Effective October 19, 1996, the Registrant engaged Arthur
Andersen, LLP ("Arthur Andersen") as its new independent accountants to
audit the Registrant's financial statements.  During the fiscal year ended
April 30, 1995, the most recent fiscal year and through October 18, 1996,
the Registrant has not consulted with Arthur Andersen regarding the 
application of accounting principles to any transaction or the type of
audit opinion that might be rendered on Registrants' financial statements
or any matter that was the subject of a disagreement or reportable event
with the former auditor (as described in Regulation S-K Item 304(a)(1)(v)).

         (g)  The Registrant has requested that Price Waterhouse furnish
it with a letter addressed to the Commission stating whether or not it
agrees with the above statements.  A copy of such letter, dated October 23,
1996, is filed as Exhibit 16 to this Form 8-K.

Item 7.     Financial Statements and Exhibits

     (a) - (b)  Financial Statements -- None

     (c)        Exhibits:

                Exhibit 16 - Letter from Price Waterhouse LLP


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

                                    SUCCESSORIES, INC.

Date: October 18, 1996              By:/s/ Arnold M. Anderson
                                       Arnold M. Anderson
                                       Chief Executive Officer
                                       and Chairman of the Board
                                       of Directors

                          EXHIBIT INDEX

Exhibit       Description                           Page

  16          Letter from Price Waterhouse LLP        6


                                               Exhibit 16

October 23, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

                           Successories, Inc.

We have read Item 4 of Successories, Inc.'s Form 8-K dated October 18,
1996 and are in agreement with the statements contained in paragraphs
4(a) through (e) and (g), therein.

Very truly yours,

/s/ Price Waterhouse LLP



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