As filed with the Securities and Exchange Commission on January 9, 2002
                                                     Registration No. 333-_____

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               SUCCESSORIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                ILLINOIS                            36-3760230
     (State or Other Jurisdiction of            (I.R.S. Employer
      Incorporation or Organization)          Identification Number)

                     2520 DIEHL ROAD, AURORA, ILLINOIS 60504
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                     SUCCESSORIES, INC. AMENDED AND RESTATED
                                STOCK OPTION PLAN
                            (Full Title of the Plan)

                                GREGORY J. NOWAK
                               SUCCESSORIES, INC.
                                 2520 DIEHL ROAD
                             AURORA, ILLINOIS 60504
                                 (630) 820-7200
           (Name, Address, and Telephone Number of Agent for Service)

                                   Copies to:

            GUY E. SNYDER                         CAROL S. MCMAHON
  VEDDER, PRICE, KAUFMAN & KAMMHOLZ     CARROLL, HARTIGAN, FARMER & CERNEY, LTD.
222 NORTH LASALLE STREET, SUITE 2600      30 NORTH LASALLE STREET, SUITE 1200
       CHICAGO, ILLINOIS 60601                  CHICAGO, ILLINOIS 60602

                           ___________________________

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
                                                     PROPOSED MAXIMUM        PROPOSED MAXIMUM
     TITLE OF SECURITIES           AMOUNT TO             OFFERING               AGGREGATE              AMOUNT OF
      TO BE REGISTERED           BE REGISTERED      PRICE PER SHARE(1)      OFFERING PRICE(1)     REGISTRATION FEE(2)
---------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                   <C>                     <C>
Common Stock, $.01 par               800,000              $0.50                 $400,000                $96.00
   value..................
=====================================================================================================================
</TABLE>
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h)(1) based on the average of the high and low
         sales prices for the Common Stock on the Nasdaq National Market on
         January 7, 2002.
(2)      An aggregate of 1,700,000 shares (as adjusted to reflect any and all
         stock splits and dividends to date) are being carried forward from
         those shares previously registered by Registration Statements on Form
         S-8 (File Nos. 333-62605, 333-14047, 33-81047 and 33-77464).
         Registration fees with respect to such shares have already been paid.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This Registration Statement relates to the registration of 800,000
additional shares of Common Stock, $.01 par value per share, of Successories,
Inc. (the "Registrant") reserved for issuance and delivery under the
Successories, Inc. Amended and Restated Stock Option Plan (the "Plan"). The
increase in the number of shares authorized to be issued under the Plan was
approved by the Registrant's shareholders on July 24, 2001. Pursuant to Form S-8
Registration Statements filed by the Registrant on August 31, 1998, October 11,
1996, December 22, 1995 and April 7, 1994, the Registrant has previously
registered an aggregate of 1,700,000 shares of Common Stock (as adjusted to
reflect all stock splits and stock dividends to date) of which 136,540 shares
remain available for issuance under the Plan. The contents of these Form S-8
Registration Statements (File Nos. 333-62605, 333-14047, 33-81047 and 33-77464)
are incorporated herein by reference pursuant to General Instruction E for the
Form S-8.

         The document containing the information required by this section, which
also relates to the shares remaining available which were previously registered
under the above-referenced Registration Statements, will be given to those
persons who participate in the Plan, all of whom are directors or employees of
the Registrant. Such documents are not required to be filed with the Commission
as a part of the Registration Statement or as an Exhibit.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Successories, Inc., an Illinois corporation
("Registrant"), are incorporated in this Registration Statement by reference:

                  (a)      Annual Report on Form 10-K for the year ended
         February 3, 2001 (File No. 0-22834);

                  (b)      Quarterly Reports on Form 10-Q for the quarters ended
         May 5, 2001, August 4, 2001 and November 3, 2001 (File No. 0-22834);

                  (c)      The description of Registrant's Common Stock
         contained in the Registration Statement on Form 8-A, filed on November
         12, 1993 (File No. 0-22834).

         All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In accordance with the Illinois Business Corporation Act (being Chapter
805, Act 5 of the Illinois Compiled Statutes), Article Six of the Registrant's
Articles of Incorporation, as amended and restated as of October 28, 1999,
provides as follows:

                  A director of the corporation shall not be personally liable
         to the corporation or its shareholders for monetary damages for breach
         of fiduciary duty as a director, except for liability (i) for any
         breach of the director's duty of loyalty to the corporation or its
         shareholders, (ii) for acts or omissions not in good faith or that
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 8.65 of the Illinois Business Corporation Act of 1983, or
         (iv) for any transaction from which the director derived an improper
         personal benefit. If the Illinois Business Corporation Act of 1983 is
         amended after approval by the shareholders of this article to authorize
         corporate action further eliminating or limiting the personal liability
         of directors, then the liability of a director of the corporation shall
         be eliminated or limited to the fullest extent permitted by the
         Illinois Business Corporation Act of 1983, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
         shareholders of the corporation shall not adversely affect any right or
         protection of a director of the corporation existing at the time of
         such repeal or modification.

         Article XI, Section 1. of the Registrant's By-laws provides as follows:

                  SECTION 1.  RIGHT TO INDEMNIFICATION (a) The Corporation shall
         indemnify and hold harmless each person who was or is a party or is
         threatened to be made a party to or is involved or is threatened to be
         involved in (as a witness or otherwise) or otherwise requires
         representation by counsel now or at any time hereafter in connection
         with any threatened, pending or completed action, suit or proceeding,
         or any inquiry that such person in good faith believes might lead to
         the institution of any such action, suit or proceeding, whether civil,
         criminal, administrative or investigative (hereinafter a "proceeding"),
         by reason of the fact that he or she is or was or has agreed to become
         a director, officer, employee or agent of the Corporation or is or was
         serving or has agreed to serve at the request of the Corporation as a
         director, officer, trustee, partner, employee or agent of another
         corporation or of a partnership, joint venture, trust or other
         enterprise, including service with respect to employee benefit plans,
         whether the basis of such proceeding is alleged action or inaction in
         an official capacity as a director, officer, trustee, partner, employee
         or agent or in any other capacity while serving or having agreed to
         serve as such a director, officer, trustee, partner, employee or agent,
         such indemnification to be given, made and provided to the fullest
         extent authorized by the Illinois Business Corporation Act of 1983 (the
         "Illinois BCA"), as now in effect or as it may hereafter be amended
         (but, in the case of any such amendment with reference to events
         occurring prior to the effective date thereof, only to the extent that
         such amendment permits the Corporation to provide broader
         indemnification rights than said law permitted the Corporation to
         provide prior to such amendment), against all costs, charges, expenses,
         liabilities and losses (including attorneys' fees, judgments, fines,
         ERISA excise taxes or penalties and amounts paid or to be paid in
         settlement) actually and reasonably incurred or suffered by such person
         in connection therewith and such indemnification shall continue as to a
         person who has ceased to serve in the capacity which initially entitled
         such person to indemnity hereunder and such indemnity shall also inure
         to the benefit of such person's heirs, personal representatives and
         estate; provided, however, that, except as provided in paragraph (b)
         hereof, the Corporation shall indemnify any such person seeking
         indemnification in connection with a proceeding (or part thereof)
         initiated by such person against the Corporation only if such
         proceeding (or part thereof) was authorized prior to its initiation by
         a majority of the disinterested members of the Board of Directors of
         the Corporation.

                  (b)  The rights to indemnification conferred in this Article
         shall include the right to be paid by the Corporation any expenses
         incurred in defending any such proceeding in advance of its final
         disposition; provided, however, that, if and to the extent that the
         Illinois BCA so requires, the payment of such expenses incurred in
         advance of the final disposition of a proceeding shall be made to or on
         behalf of a person only upon delivery to the Corporation of an
         undertaking, by or on behalf of such person, to repay all amounts so
         advanced if it shall ultimately be determined that such person is not
         entitled to be indemnified under this Article or otherwise. The rights
         to indemnification conferred in this Article shall be deemed to be
         contract


                                       2
<PAGE>


         rights between the Corporation and each person who serves in the
         capacities described above at any time while this Article is in effect.
         Any repeal or modification of this Article shall not in any way
         diminish any rights to indemnification of such person or the
         obligations of the Corporation arising hereunder.

         The Illinois Business Corporation Act provides for indemnification of
officers, directors, employees and agents as follows:

                  5/8.75 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
         AGENTS; INSURANCE. (a)  A corporation may indemnify any person who was
         or is a party, or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceeding, whether civil,
         criminal, administrative or investigative (other than an action by or
         in the right of the corporation) by reason of the fact that he or she
         is or was a director, officer, employee or agent of the corporation, or
         who is or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees), judgments, fines and amounts paid in settlement
         actually and reasonably incurred by such person in connection with such
         action, suit or proceeding, if such person acted in good faith and in a
         manner he or she reasonably believed to be in, or not opposed to the
         best interests of the corporation, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe his or her
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he or she reasonably believed to be in or not opposed to the best
         interests of the corporation or, with respect to any criminal action or
         proceeding, that the person had reasonable cause to believe that his or
         her conduct was unlawful.

                  (b)      A corporation may indemnify any person who was or is
         a party, or is threatened to be made a party to any threatened, pending
         or completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by reason of the fact that such person
         is or was a director, officer, employee or agent of the corporation, or
         is or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection with the defense or settlement of such action or suit, if
         such person acted in good faith and in a manner he or she reasonably
         believed to be in, or not opposed to, the best interests of the
         corporation, provided that no indemnification shall be made with
         respect to any claim, issue, or matter as to which such person, has
         been adjudged to have been liable to the corporation, unless, and only
         to the extent that the court in which such action or suit was brought
         shall determine upon application that, despite the adjudication of
         liability, but in view of all the circumstances of the case, such
         person is fairly and reasonably entitled to indemnity for such expenses
         as the court shall deem proper.

                  (c)      To the extent that a director, officer, employee or
         agent of a corporation has been successful, on the merits or otherwise,
         in the defense of any action, suit or proceeding referred to in
         subsections (a) and (b), or in defense of any claim, issue or matter
         therein, such person shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection therewith.

                  (d)      Any indemnification under subsections (a) and (b)
         (unless ordered by a court) shall be made by the corporation only as
         authorized in the specific case, upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he or she has met the applicable standard
         of conduct set forth in subsections (a) or (b). Such determination
         shall be made (1) by the Board of Directors by a majority vote of a
         quorum consisting of directors who were not parties to such action,
         suit or proceeding, or (2) if such a quorum is not obtainable, or, even
         if obtainable, if a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion, or (3) by the
         shareholders.

                  (e)      Expenses incurred in defending a civil or criminal
         action, suit or proceeding may be paid by the corporation in advance of
         the final disposition of such action, suit or proceeding upon receipt
         of an undertaking by or on behalf of the director, officer, employee or
         agent to repay such amount if it shall


                                       3
<PAGE>


         ultimately be determined that he or she is not entitled to be
         indemnified by the corporation as authorized in this Section.

                  (f)      The indemnification and advancement of expenses
         provided by or granted under the other subsections of this Section
         shall not be deemed exclusive of any other rights to which those
         seeking indemnification or advancement of expenses may be entitled
         under any by-law, agreement, vote of shareholders or disinterested
         directors, or otherwise, both as to action in his or her official
         capacity and as to action in another capacity while holding such
         office.

                  (g)      A corporation may purchase and maintain insurance on
         behalf of any person who is or was a director, officer, employee or
         agent of the corporation, or who is or was serving at the request of
         the corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         against any liability asserted against such person and incurred by such
         person in any such capacity, or arising out of his or her status as
         such, whether or not the corporation would have the power to indemnify
         such person against such liability under the provisions of this
         Section.

                  (h)      If a corporation indemnifies or advances expenses to
         a director or officer under subsection (b) of this Section, the
         corporation shall report the indemnification or advance in writing to
         the shareholders with or before the notice of the next shareholders
         meeting.

                  (i)      For purposes of this Section, references to "the
         corporation" shall include, in addition to the surviving corporation,
         any merging corporation (including any corporation having merged with a
         merging corporation) absorbed in a merger which, if its separate
         existence had continued, would have had the power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who was a director, officer, employee or agent of such merging
         corporation, or was serving at the request of such merging corporation
         as a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, shall stand in
         the same position under the provisions of this Section with respect to
         the surviving corporation as such person would have with respect to
         such merging corporation if its separate existence had continued.

                  (j)      For purposes of this Section, reference to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to an employee benefit plan; and references to "serving at the
         request of the corporation" shall include any service as a director,
         officer, employee or agent of the corporation which imposes duties on,
         or involves services by such director, officer, employee, or agent with
         respect to an employee benefit plan, its participants, or
         beneficiaries. A person who acted in good faith and in a manner he or
         she reasonably believed to be in the best interests of the participants
         and beneficiaries of an employee benefit plan shall be deemed to have
         acted in a manner "not opposed to the best interest of the corporation"
         as referred to in this Section.

                  (k)      The indemnification and advancement of expenses
         provided by or granted under this Section shall, unless otherwise
         provided when authorized or ratified, continue as to a person who has
         ceased to be a director, officer, employee, or agent and shall inure to
         the benefit of the heirs, executors, and administrators of that person.
         (Last amended by P.A. 91-464, L. '99, eff. 1-1-00.)

         The Registrant has purchased $5.0 million in insurance policies which
insure Successories' directors and officers against liability which they may
incur as a result of actions taken in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                       4
<PAGE>


ITEM 8.  EXHIBITS.

         4.1      Articles of Incorporation of Registrant-Amended and Restated
                  as of October 28, 1999 (incorporated by reference to Exhibit
                  3.1 to Registrant's Form 10-K for the year ended January 29,
                  2000)

         4.2      By-laws of Registrant (incorporated by reference to Exhibit
                  3.5 to Registrant's Form 10-Q for the quarter ended July 31,
                  1999)

         4.3      Successories, Inc. Amended and Restated Stock Option Plan
                  (incorporated by reference to Appendix B to Registrant's Proxy
                  Statement for its 2001 Annual Meeting of Shareholders)

         5.1      Opinion of Carroll, Hartigan, Farmer & Cerney, Ltd.

         23.1     Consent of Crowe, Chizek and Company LLP

         23.2     Consent of Arthur Andersen LLP

         23.3     Consent of Carroll, Hartigan, Farmer & Cerney, Ltd. (contained
                  in Exhibit 5.1)

         24.1     Power of Attorney (included on signature page)

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement to include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information set forth in the
         Registration Statement.

                  (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and each filing of the Plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Aurora, State of Illinois, on January 9, 2002.

                                        SUCCESSORIES, INC.

                                        By: /s/ Gary J. Rovansek
                                           ------------------------------------
                                           Gary J. Rovansek, President and Chief
                                           Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary J. Rovansek and John C.
Carroll, or any of them, each with power to act without the other, as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  <S>                                        <C>                                     <C>
                   NAME                                       CAPACITY                                DATE
                   ----                                       --------                                ----

/s/      Jack Miller                                    Chairman of the Board                    January 9, 2002
---------------------------------------
         Jack Miller

/s/      Arnold M. Anderson                                   Director                           January 9, 2002
---------------------------------------
         Arnold M. Anderson

/s/      Howard I. Bernstein                                  Director                           January 9, 2002
---------------------------------------
         Howard I. Bernstein

/s/      John C. Carroll                        Senior Vice President, Chief Financial
---------------------------------------          Officer and Chief Operating Officer
/s/      John C. Carroll                    (Principal Financial and Accounting Officer)         January 9, 2002

/s/      Lawrence A. Hodges                                   Director                           January 9, 2002
---------------------------------------
         Lawrence A. Hodges

/s/      Leslie Nathanson Juris                               Director                           January 9, 2002
---------------------------------------
         Leslie Nathanson Juris

/s/      R. Scott Morrison, Jr.                               Director                           January 9, 2002
---------------------------------------
         R. Scott Morrison, Jr.

/s/      Gary J. Rovansek                       President, Chief Executive Officer and           January 9, 2002
---------------------------------------                        Director
         Gary J. Rovansek                           (Principal Executive Officer)
</TABLE>


                                       6
<PAGE>


                                INDEX TO EXHIBITS

4.1      Articles of Incorporation of Registrant-Amended and Restated as of
         October 28, 1999 (incorporated by reference to Exhibit 3.1 to
         Registrant's Form 10-K for the year ended January 29, 2000)

4.2      By-laws of Registrant (incorporated by reference to Exhibit 3.5 to
         Registrant's Form 10-Q for the quarter ended July 31, 1999)

4.3      Successories, Inc. Amended and Restated Stock Option Plan (incorporated
         by reference to Appendix B to Registrant's Proxy Statement for its 2001
         Annual Meeting of Shareholders)

5.1      Opinion of Carroll, Hartigan, Farmer & Cerney, Ltd.

23.1     Consent of Crowe, Chizek and Company LLP

23.2     Consent of Arthur Andersen LLP

23.3     Consent of Carroll, Hartigan, Farmer & Cerney, Ltd. (contained in
         Exhibit 5.1)

24.1     Power of Attorney (included on signature page)


                                       7
[{"type": "S-8", "sequence": "1", "filename": "fs8_010202.txt", "description": "FORM S-8", "secsgml_size_bytes": 32168}]
{"company-data": {"conformed-name": "SUCCESSORIES INC", "cik": "0000911323", "assigned-sic": "2750", "irs-number": "363760230", "state-of-incorporation": "IL", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76468", "film-number": "2505064"}, "business-address": {"street1": "2520 DIEHL ROAD", "city": "AURORA", "state": "IL", "zip": "60504", "phone": "6308207200"}, "mail-address": {"street1": "2520 DIEHL ROAD", "city": "AURORA", "state": "IL", "zip": "60504"}, "former-company": {"former-conformed-name": "CELEX GROUP INC", "date-changed": "19930827"}}
As filed with the Securities and Exchange Commission on January 9, 2002
                                                     Registration No. 333-_____

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               SUCCESSORIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                ILLINOIS                            36-3760230
     (State or Other Jurisdiction of            (I.R.S. Employer
      Incorporation or Organization)          Identification Number)

                     2520 DIEHL ROAD, AURORA, ILLINOIS 60504
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                     SUCCESSORIES, INC. AMENDED AND RESTATED
                                STOCK OPTION PLAN
                            (Full Title of the Plan)

                                GREGORY J. NOWAK
                               SUCCESSORIES, INC.
                                 2520 DIEHL ROAD
                             AURORA, ILLINOIS 60504
                                 (630) 820-7200
           (Name, Address, and Telephone Number of Agent for Service)

                                   Copies to:

            GUY E. SNYDER                         CAROL S. MCMAHON
  VEDDER, PRICE, KAUFMAN & KAMMHOLZ     CARROLL, HARTIGAN, FARMER & CERNEY, LTD.
222 NORTH LASALLE STREET, SUITE 2600      30 NORTH LASALLE STREET, SUITE 1200
       CHICAGO, ILLINOIS 60601                  CHICAGO, ILLINOIS 60602

                           ___________________________

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                     PROPOSED MAXIMUM        PROPOSED MAXIMUM
     TITLE OF SECURITIES           AMOUNT TO             OFFERING               AGGREGATE              AMOUNT OF
      TO BE REGISTERED           BE REGISTERED      PRICE PER SHARE(1)      OFFERING PRICE(1)     REGISTRATION FEE(2)
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par               800,000              $0.50                 $400,000                $96.00
   value..................
=====================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h)(1) based on the average of the high and low
         sales prices for the Common Stock on the Nasdaq National Market on
         January 7, 2002.
(2)      An aggregate of 1,700,000 shares (as adjusted to reflect any and all
         stock splits and dividends to date) are being carried forward from
         those shares previously registered by Registration Statements on Form
         S-8 (File Nos. 333-62605, 333-14047, 33-81047 and 33-77464).
         Registration fees with respect to such shares have already been paid.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This Registration Statement relates to the registration of 800,000
additional shares of Common Stock, $.01 par value per share, of Successories,
Inc. (the "Registrant") reserved for issuance and delivery under the
Successories, Inc. Amended and Restated Stock Option Plan (the "Plan"). The
increase in the number of shares authorized to be issued under the Plan was
approved by the Registrant's shareholders on July 24, 2001. Pursuant to Form S-8
Registration Statements filed by the Registrant on August 31, 1998, October 11,
1996, December 22, 1995 and April 7, 1994, the Registrant has previously
registered an aggregate of 1,700,000 shares of Common Stock (as adjusted to
reflect all stock splits and stock dividends to date) of which 136,540 shares
remain available for issuance under the Plan. The contents of these Form S-8
Registration Statements (File Nos. 333-62605, 333-14047, 33-81047 and 33-77464)
are incorporated herein by reference pursuant to General Instruction E for the
Form S-8.

         The document containing the information required by this section, which
also relates to the shares remaining available which were previously registered
under the above-referenced Registration Statements, will be given to those
persons who participate in the Plan, all of whom are directors or employees of
the Registrant. Such documents are not required to be filed with the Commission
as a part of the Registration Statement or as an Exhibit.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Successories, Inc., an Illinois corporation
("Registrant"), are incorporated in this Registration Statement by reference:

                  (a)      Annual Report on Form 10-K for the year ended
         February 3, 2001 (File No. 0-22834);

                  (b)      Quarterly Reports on Form 10-Q for the quarters ended
         May 5, 2001, August 4, 2001 and November 3, 2001 (File No. 0-22834);

                  (c)      The description of Registrant's Common Stock
         contained in the Registration Statement on Form 8-A, filed on November
         12, 1993 (File No. 0-22834).

         All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In accordance with the Illinois Business Corporation Act (being Chapter
805, Act 5 of the Illinois Compiled Statutes), Article Six of the Registrant's
Articles of Incorporation, as amended and restated as of October 28, 1999,
provides as follows:

                  A director of the corporation shall not be personally liable
         to the corporation or its shareholders for monetary damages for breach
         of fiduciary duty as a director, except for liability (i) for any
         breach of the director's duty of loyalty to the corporation or its
         shareholders, (ii) for acts or omissions not in good faith or that
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 8.65 of the Illinois Business Corporation Act of 1983, or
         (iv) for any transaction from which the director derived an improper
         personal benefit. If the Illinois Business Corporation Act of 1983 is
         amended after approval by the shareholders of this article to authorize
         corporate action further eliminating or limiting the personal liability
         of directors, then the liability of a director of the corporation shall
         be eliminated or limited to the fullest extent permitted by the
         Illinois Business Corporation Act of 1983, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
         shareholders of the corporation shall not adversely affect any right or
         protection of a director of the corporation existing at the time of
         such repeal or modification.

         Article XI, Section 1. of the Registrant's By-laws provides as follows:

                  SECTION 1.  RIGHT TO INDEMNIFICATION (a) The Corporation shall
         indemnify and hold harmless each person who was or is a party or is
         threatened to be made a party to or is involved or is threatened to be
         involved in (as a witness or otherwise) or otherwise requires
         representation by counsel now or at any time hereafter in connection
         with any threatened, pending or completed action, suit or proceeding,
         or any inquiry that such person in good faith believes might lead to
         the institution of any such action, suit or proceeding, whether civil,
         criminal, administrative or investigative (hereinafter a "proceeding"),
         by reason of the fact that he or she is or was or has agreed to become
         a director, officer, employee or agent of the Corporation or is or was
         serving or has agreed to serve at the request of the Corporation as a
         director, officer, trustee, partner, employee or agent of another
         corporation or of a partnership, joint venture, trust or other
         enterprise, including service with respect to employee benefit plans,
         whether the basis of such proceeding is alleged action or inaction in
         an official capacity as a director, officer, trustee, partner, employee
         or agent or in any other capacity while serving or having agreed to
         serve as such a director, officer, trustee, partner, employee or agent,
         such indemnification to be given, made and provided to the fullest
         extent authorized by the Illinois Business Corporation Act of 1983 (the
         "Illinois BCA"), as now in effect or as it may hereafter be amended
         (but, in the case of any such amendment with reference to events
         occurring prior to the effective date thereof, only to the extent that
         such amendment permits the Corporation to provide broader
         indemnification rights than said law permitted the Corporation to
         provide prior to such amendment), against all costs, charges, expenses,
         liabilities and losses (including attorneys' fees, judgments, fines,
         ERISA excise taxes or penalties and amounts paid or to be paid in
         settlement) actually and reasonably incurred or suffered by such person
         in connection therewith and such indemnification shall continue as to a
         person who has ceased to serve in the capacity which initially entitled
         such person to indemnity hereunder and such indemnity shall also inure
         to the benefit of such person's heirs, personal representatives and
         estate; provided, however, that, except as provided in paragraph (b)
         hereof, the Corporation shall indemnify any such person seeking
         indemnification in connection with a proceeding (or part thereof)
         initiated by such person against the Corporation only if such
         proceeding (or part thereof) was authorized prior to its initiation by
         a majority of the disinterested members of the Board of Directors of
         the Corporation.

                  (b)  The rights to indemnification conferred in this Article
         shall include the right to be paid by the Corporation any expenses
         incurred in defending any such proceeding in advance of its final
         disposition; provided, however, that, if and to the extent that the
         Illinois BCA so requires, the payment of such expenses incurred in
         advance of the final disposition of a proceeding shall be made to or on
         behalf of a person only upon delivery to the Corporation of an
         undertaking, by or on behalf of such person, to repay all amounts so
         advanced if it shall ultimately be determined that such person is not
         entitled to be indemnified under this Article or otherwise. The rights
         to indemnification conferred in this Article shall be deemed to be
         contract

                                       2
rights between the Corporation and each person who serves in the
         capacities described above at any time while this Article is in effect.
         Any repeal or modification of this Article shall not in any way
         diminish any rights to indemnification of such person or the
         obligations of the Corporation arising hereunder.

         The Illinois Business Corporation Act provides for indemnification of
officers, directors, employees and agents as follows:

                  5/8.75 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
         AGENTS; INSURANCE. (a)  A corporation may indemnify any person who was
         or is a party, or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceeding, whether civil,
         criminal, administrative or investigative (other than an action by or
         in the right of the corporation) by reason of the fact that he or she
         is or was a director, officer, employee or agent of the corporation, or
         who is or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees), judgments, fines and amounts paid in settlement
         actually and reasonably incurred by such person in connection with such
         action, suit or proceeding, if such person acted in good faith and in a
         manner he or she reasonably believed to be in, or not opposed to the
         best interests of the corporation, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe his or her
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he or she reasonably believed to be in or not opposed to the best
         interests of the corporation or, with respect to any criminal action or
         proceeding, that the person had reasonable cause to believe that his or
         her conduct was unlawful.

                  (b)      A corporation may indemnify any person who was or is
         a party, or is threatened to be made a party to any threatened, pending
         or completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by reason of the fact that such person
         is or was a director, officer, employee or agent of the corporation, or
         is or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection with the defense or settlement of such action or suit, if
         such person acted in good faith and in a manner he or she reasonably
         believed to be in, or not opposed to, the best interests of the
         corporation, provided that no indemnification shall be made with
         respect to any claim, issue, or matter as to which such person, has
         been adjudged to have been liable to the corporation, unless, and only
         to the extent that the court in which such action or suit was brought
         shall determine upon application that, despite the adjudication of
         liability, but in view of all the circumstances of the case, such
         person is fairly and reasonably entitled to indemnity for such expenses
         as the court shall deem proper.

                  (c)      To the extent that a director, officer, employee or
         agent of a corporation has been successful, on the merits or otherwise,
         in the defense of any action, suit or proceeding referred to in
         subsections (a) and (b), or in defense of any claim, issue or matter
         therein, such person shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection therewith.

                  (d)      Any indemnification under subsections (a) and (b)
         (unless ordered by a court) shall be made by the corporation only as
         authorized in the specific case, upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he or she has met the applicable standard
         of conduct set forth in subsections (a) or (b). Such determination
         shall be made (1) by the Board of Directors by a majority vote of a
         quorum consisting of directors who were not parties to such action,
         suit or proceeding, or (2) if such a quorum is not obtainable, or, even
         if obtainable, if a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion, or (3) by the
         shareholders.

                  (e)      Expenses incurred in defending a civil or criminal
         action, suit or proceeding may be paid by the corporation in advance of
         the final disposition of such action, suit or proceeding upon receipt
         of an undertaking by or on behalf of the director, officer, employee or
         agent to repay such amount if it shall

                                       3
ultimately be determined that he or she is not entitled to be
         indemnified by the corporation as authorized in this Section.

                  (f)      The indemnification and advancement of expenses
         provided by or granted under the other subsections of this Section
         shall not be deemed exclusive of any other rights to which those
         seeking indemnification or advancement of expenses may be entitled
         under any by-law, agreement, vote of shareholders or disinterested
         directors, or otherwise, both as to action in his or her official
         capacity and as to action in another capacity while holding such
         office.

                  (g)      A corporation may purchase and maintain insurance on
         behalf of any person who is or was a director, officer, employee or
         agent of the corporation, or who is or was serving at the request of
         the corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         against any liability asserted against such person and incurred by such
         person in any such capacity, or arising out of his or her status as
         such, whether or not the corporation would have the power to indemnify
         such person against such liability under the provisions of this
         Section.

                  (h)      If a corporation indemnifies or advances expenses to
         a director or officer under subsection (b) of this Section, the
         corporation shall report the indemnification or advance in writing to
         the shareholders with or before the notice of the next shareholders
         meeting.

                  (i)      For purposes of this Section, references to "the
         corporation" shall include, in addition to the surviving corporation,
         any merging corporation (including any corporation having merged with a
         merging corporation) absorbed in a merger which, if its separate
         existence had continued, would have had the power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who was a director, officer, employee or agent of such merging
         corporation, or was serving at the request of such merging corporation
         as a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, shall stand in
         the same position under the provisions of this Section with respect to
         the surviving corporation as such person would have with respect to
         such merging corporation if its separate existence had continued.

                  (j)      For purposes of this Section, reference to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to an employee benefit plan; and references to "serving at the
         request of the corporation" shall include any service as a director,
         officer, employee or agent of the corporation which imposes duties on,
         or involves services by such director, officer, employee, or agent with
         respect to an employee benefit plan, its participants, or
         beneficiaries. A person who acted in good faith and in a manner he or
         she reasonably believed to be in the best interests of the participants
         and beneficiaries of an employee benefit plan shall be deemed to have
         acted in a manner "not opposed to the best interest of the corporation"
         as referred to in this Section.

                  (k)      The indemnification and advancement of expenses
         provided by or granted under this Section shall, unless otherwise
         provided when authorized or ratified, continue as to a person who has
         ceased to be a director, officer, employee, or agent and shall inure to
         the benefit of the heirs, executors, and administrators of that person.
         (Last amended by P.A. 91-464, L. '99, eff. 1-1-00.)

         The Registrant has purchased $5.0 million in insurance policies which
insure Successories' directors and officers against liability which they may
incur as a result of actions taken in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       4
ITEM 8.  EXHIBITS.

         4.1      Articles of Incorporation of Registrant-Amended and Restated
                  as of October 28, 1999 (incorporated by reference to Exhibit
                  3.1 to Registrant's Form 10-K for the year ended January 29,
                  2000)

         4.2      By-laws of Registrant (incorporated by reference to Exhibit
                  3.5 to Registrant's Form 10-Q for the quarter ended July 31,
                  1999)

         4.3      Successories, Inc. Amended and Restated Stock Option Plan
                  (incorporated by reference to Appendix B to Registrant's Proxy
                  Statement for its 2001 Annual Meeting of Shareholders)

         5.1      Opinion of Carroll, Hartigan, Farmer & Cerney, Ltd.

         23.1     Consent of Crowe, Chizek and Company LLP

         23.2     Consent of Arthur Andersen LLP

         23.3     Consent of Carroll, Hartigan, Farmer & Cerney, Ltd. (contained
                  in Exhibit 5.1)

         24.1     Power of Attorney (included on signature page)

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement to include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information set forth in the
         Registration Statement.

                  (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and each filing of the Plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Aurora, State of Illinois, on January 9, 2002.

                                        SUCCESSORIES, INC.

                                        By: /s/ Gary J. Rovansek
                                           ------------------------------------
                                           Gary J. Rovansek, President and Chief
                                           Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary J. Rovansek and John C.
Carroll, or any of them, each with power to act without the other, as his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME                                       CAPACITY                                DATE
                   ----                                       --------                                ----

/s/      Jack Miller                                    Chairman of the Board                    January 9, 2002
---------------------------------------
         Jack Miller

/s/      Arnold M. Anderson                                   Director                           January 9, 2002
---------------------------------------
         Arnold M. Anderson

/s/      Howard I. Bernstein                                  Director                           January 9, 2002
---------------------------------------
         Howard I. Bernstein

/s/      John C. Carroll                        Senior Vice President, Chief Financial
---------------------------------------          Officer and Chief Operating Officer
/s/      John C. Carroll                    (Principal Financial and Accounting Officer)         January 9, 2002

/s/      Lawrence A. Hodges                                   Director                           January 9, 2002
---------------------------------------
         Lawrence A. Hodges

/s/      Leslie Nathanson Juris                               Director                           January 9, 2002
---------------------------------------
         Leslie Nathanson Juris

/s/      R. Scott Morrison, Jr.                               Director                           January 9, 2002
---------------------------------------
         R. Scott Morrison, Jr.

/s/      Gary J. Rovansek                       President, Chief Executive Officer and           January 9, 2002
---------------------------------------                        Director
         Gary J. Rovansek                           (Principal Executive Officer)
6
INDEX TO EXHIBITS

4.1      Articles of Incorporation of Registrant-Amended and Restated as of
         October 28, 1999 (incorporated by reference to Exhibit 3.1 to
         Registrant's Form 10-K for the year ended January 29, 2000)

4.2      By-laws of Registrant (incorporated by reference to Exhibit 3.5 to
         Registrant's Form 10-Q for the quarter ended July 31, 1999)

4.3      Successories, Inc. Amended and Restated Stock Option Plan (incorporated
         by reference to Appendix B to Registrant's Proxy Statement for its 2001
         Annual Meeting of Shareholders)

5.1      Opinion of Carroll, Hartigan, Farmer & Cerney, Ltd.

23.1     Consent of Crowe, Chizek and Company LLP

23.2     Consent of Arthur Andersen LLP

23.3     Consent of Carroll, Hartigan, Farmer & Cerney, Ltd. (contained in
         Exhibit 5.1)

24.1     Power of Attorney (included on signature page)

                                       7