SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549 

                                FORM 10-K405-A

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                  For the fiscal year ended January 31, 1998

         [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            For the transition period from __________ to __________

                        Commission File Number 0-21406
                               BROOKSTONE, INC.
            (Exact name of registrant as specified in its charter)

         DELAWARE                                              06-1182895
         --------                                              ----------
(State or other jurisdiction of              (IRS Employer Identification No.) 
incorporation or organization)

17 RIVERSIDE STREET, NASHUA, NH                        03062
- -------------------------------                        -----
(Address of principal executive offices)              (Zip Code)

        Registrant's telephone number, including area code 603-880-9500

           Section registered pursuant to Section 12(b) of the Act:
                         Common Stock, par value $.001

          ----------------------------------------------------------

     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 by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. (X)
           ---
     The aggregate market value of the voting stock held by non-affiliates of
the registrant on April 9, 1998 was $96,424,454.
                                    ----------- 

     The number of shares outstanding of the registrant's Common Stock, $.001
par value, as of April 9, 1998, was 7,871,384 shares.
                                    ---------

                      Documents Incorporated By Reference

     Portions of the registrant's Proxy Statement for its 1998 Annual Meeting of
Stockholders are incorporated by reference in Part III hereof.
 
                     Table of Exhibits appears on Page 47.


 
Paragraph 23 of Item 7 has been amended to read as follows:

The Company expects to add approximately 20 to 30 new stores (including up to 9
airport locations) in Fiscal 1998. The Company anticipates the cost of opening a
new store, including leasehold improvements (net of landlord allowances),
furniture and fixtures, and pre-opening expenses, to average approximately
$340,000. In addition, the Company expects new stores to require $150,000 of
working capital per store. The Company anticipates the cost of opening airport
stores, including leasehold improvements, furniture and fixtures, and pre-
opening expenses, to average approximately $200,000, and expects airport stores
to require $92,000 of working capital per store. The Company expects to remodel
approximately 10-12 stores, and update and maintain other stores, during Fiscal
1998, incurring capital expenditures of approximately $7.6 million. The Company
plans to operate approximately 50 seasonal stores during the summer months and
approximately 100 seasonal stores during the Fiscal 1998 holiday season. In
addition to the capital expenditures listed above, the Company anticipates
making capital expenditures of approximately $1.1 million in Fiscal 1998,
primarily to enhance the Company's management information and other support
systems.


 

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized, on May 19, 1998.

                                       Brookstone, Inc.

                                   By: /s/ Philip W. Roizin
                                       -------------------------
                                           Philip W. Roizin
                                           Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities, each on May 19, 1998.

     Signature               Title

/s/ Merwin F. Kaminstein     Chairman of the Board of Directors
- ------------------------
    Merwin F. Kaminstein

/s/ Michael F. Anthony       President, Chief Executive Officer
- ------------------------     Director
    Michael F. Anthony       (Principal Executive Officer)
                             
/s/ Philip W. Roizin         Executive Vice President,
- ------------------------     Finance & Administration
    Philip W. Roizin         (Principal Financial and Accounting Officer)

/s/ Mone Anathan, III        Director
- ------------------------
    Mone Anathan, III 

/s/ Adam Kirsch              Director
- ------------------------
    Adam Kirsch

/s/ Michael L. Glazer        Director
- ------------------------
    Michael L. Glazer

/s/ Robert F. White          Director
- ------------------------
    Robert F. White