As filed with the Securities and Exchange Commission on July 24, 1998.
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                                 LECHTERS, INC.
             (Exact name of registrant as specified in its charter)
       New Jersey                                       No. 13-2821526
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

                          1 Cape May Street, Harrison,
                              New Jersey 07029-9998
           (Address of principal executive office, including zip code)

                               ------------------
                                 LECHTERS, INC.
                          1998 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                               ------------------
                                  Donald Jonas
                             Chairman of the Board,
                      Chief Executive Officer and President
                                 Lechters, Inc.
                 1 Cape May Street, Harrison, New Jersey, 07029
                                 (973) 481-1100
(Name, address, and telephone number, including area code, of agent for service)

                               ------------------
                                   Copies to:
                            Bernard D. Fischman, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                          New York, New York 10019-5389
                                 (212) 424-8000

                               ------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                <C>              <C>                      <C>                      <C>
--------------------------------------------------------------------------------------------------------
  Title of each        Amount to be      Proposed maximum       Proposed maximum           Amount of
class of securities     registered*       offering price       aggregate offering      registration fee
 to be registered                            per share               price**
--------------------------------------------------------------------------------------------------------
   Common Stock          1,000,000             $5.00              $5,000,000               $1,475
(without par value)        shares
--------------------------------------------------------------------------------------------------------
</TABLE>

*In addition,  pursuant to Rule 416(a) under the  Securities  Act of 1933,  this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

**Determined  on the basis of the average of the high and low sale price on July
20, 1998, solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933.

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by Lechters, Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:

     1. The Company's  Annual Report on Form 10-K for the year ended January 31,
1998.

     2. The Company's Quarterly Report on Form 10-Q for the quarter ended May 2,
1998.

     3. The description of the Company's Common Stock contained in Item 1 of the
Company's Registration Statement filed on Form 8-A pursuant to Section 12 of the
Securities Exchange Act of 1934 and any amendments thereto.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 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  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference  in the  registration
statement and to be part hereof from the date of filing of such documents.

Item 5.   Interests of Named Experts and Counsel.

     The  financial   statements  and  schedules  of  the  Company,   which  are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the year ended  January 31,  1998,  have been  audited by Deloitte & Touche LLP,
independent  auditors,  as indicated in their report with respect thereto.  Such
financial  statements  and  schedules  are included  herein in reliance upon the
authority  of said firm as experts in  accounting  and  auditing  in giving said
reports.

     The  legality of the shares of Common  Stock of the Company  will be passed
upon for the  Company  by  LeBoeuf,  Lamb,  Greene & MacRae,  L.L.P.  Bernard D.
Fischman,  a  director  and  shareholder  of  Lechters,  Inc.,  is Of Counsel to
LeBoeuf, Lamb, Greene & MacRae, L.L.P.

Item 6.   Indemnification of Directors and Officers.

     Section 14A:3-5(2),  (3) and (4) of the New Jersey Business Corporation Act
("NJBCA")  provides that: "(2) Any  corporation  organized for any purpose under
any  general or special  law of this State  shall have the power to  indemnify a
corporate  agent against his expenses and  liabilities  in  connection  with any
proceeding  involving the corporate  agent by reason of his being or having been
such a  corporate  agent,  other  than a  proceeding  by or in the  right of the
corporation,  if (a) such corporate agent acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation;  and (b) with respect to any criminal  proceeding,  such  corporate
agent had no reasonable cause to believe his conduct was unlawful.

                                      II-1

<PAGE>



The termination of any proceeding by judgment, order, settlement,  conviction or
upon a plea of nolo contendere or its  equivalent,  shall not of itself create a
presumption  that such corporate agent did not meet the applicable  standards of
conduct  set  forth  in  paragraphs  14A:3-5(2)(a)  and  14A:3-5(2)(b).  (3) Any
corporation  organized  for any purpose under any general or special law of this
State shall have the power to indemnify a corporate  agent  against his expenses
in  connection  with any  proceeding  by or in the right of the  corporation  to
procure a judgment in its favor which involves the corporate  agent by reason of
his being or having been such corporate  agent, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the  corporation.  However,  in such  proceeding  no  indemnification  shall  be
provided  in respect of any  claim,  issue or matter as to which such  corporate
agent shall have been adjudged to be liable to the corporation,  unless and only
to the extent that the Superior Court or the court in which such  proceeding was
brought  shall  determine  upon  application  that despite the  adjudication  of
liability, but in view of all circumstances of the case, such corporate agent is
fairly and  reasonably  entitled to indemnity  for such expenses as the Superior
Court or such other court shall deem proper.  (4) Any corporation  organized for
any purpose  under any  general or special  law of this State shall  indemnify a
corporate  agent against  expenses to the extent that such  corporate  agent has
been  successful  on the merits or  otherwise in any  proceeding  referred to in
subsections  14A:3-5(2)  and  14A:3-5(3)  or in defense  of any claim,  issue or
matter therein."

     Section B of  Article  SEVENTH of the  Company's  Restated  Certificate  of
Incorporation provides that: "every Corporate Agent of the Company who was or is
made a  party  or is  threatened  to be made a party  to or is  involved  in any
Proceeding by reason of his or her service as a Corporate  Agent of the Company,
whether or not the basis of such  Proceeding is an alleged action in an official
capacity as a director,  employee or agent or in any other  capacity  (including
service with respect to an employee benefit plan), shall be indemnified and held
harmless by the Company to the fullest extent  permitted by the Act, as the same
exists today or may hereafter be amended  (but,  in the case of such  amendment,
only to the extent that such  amendment  permits the Company to provide  broader
indemnification  rights than the Act  permitted  the Company to provide prior to
such  amendment),  against  all  Expenses  and  Liabilities  (including  without
limitation  ERISA excise taxes or  penalties).  The rights  provided  herein are
intended  to  extend  to  all  Proceedings   (including,   without   limitation,
Proceedings by or in the right of the Company), and the indemnification  against
Liabilities in connection with  Proceedings by or in the right of the Company is
specifically  provided for to the fullest extent permitted by law. The rights of
indemnification  provided  hereunder shall also include the right to the advance
of  Expenses  to the  fullest  extent  permitted  by law.  The  rights  provided
hereunder  shall not exclude any other rights to which a Corporate  Agent may be
entitled  under  the  bylaws of the  Company  or under  any  agreement,  vote of
shareholders or otherwise."

     NJBCA Section  14A:2-7(3)  provides that: "The certificate of incorporation
may provide that a director or officer shall not be personally  liable, or shall
be  liable  only to the  extent  therein  provided,  to the  corporation  or its
shareholders  for damages for breach of any duty owed to the  corporation or its
shareholders, except that such provision shall not relieve a director or officer
from  liability  for any  breach of duty based  upon an act or  omission  (a) in
breach of such person's duty of loyalty to the corporation or its  shareholders,
(b) not in good faith or involving a knowing  violation of law or (c)  resulting
in receipt  by such  person of an  improper  personal  benefit.  As used in this
subsection,  an act or omission in breach of a person's duty of loyalty means an
act or omission  which that person  knows or believes to be contrary to the best
interests

                                      II-2

<PAGE>



of the  corporation or its  shareholders in connection with a matter in which he
has a material conflict of interest."

     Article  SIXTH  of the  Company's  Restated  Certificate  of  Incorporation
provides that: "No director or officer of the Company shall be personally liable
to the  Company or its  shareholders  for damages for breach of any duty owed to
the  Company or its  shareholders,  except  that this  Article  Sixth  shall not
relieve any director or officer from liability for any breach of duty based upon
an act or omission (a) in breach of such officer's or director's duty of loyalty
to the Company or its shareholders, (b) not in good faith or involving a knowing
violation of law or (c)  resulting in receipt by such  director or officer of an
improper personal  benefit.  No amendment to or repeal of this Article Sixth and
no amendment,  repeal or termination of  effectiveness of any law permitting the
exemption from  liability  provided for herein shall apply to or have any effect
on the  liability  or alleged  liability  of any director or officer for or with
respect to any acts or omissions of such director or officer  occurring prior to
such amendment, repeal or termination of effectiveness."

     The Company has an insurance  policy insuring the Company and its directors
and  officers  against  certain  liabilities,  including  liabilities  under the
Securities Act of 1933.


Item 8.   Exhibits.


     Exhibit No.


     *4(a)    Certificate   of   Incorporation  of  the  Company,   as  restated
              (incorporated herein by reference to Exhibit 3.2  to the Company's
              Registration Statement, File  No. 33-29465)

     *4(b)    By-laws  of  the  Company  (incorporated  herein  by  reference to
              Exhibit 3.2  to the  Company's  Registration  Statement,  File No.
              33-40372)

     *4(c)    Preferred   Stock   Purchase    Agreement   dated   April 5,  1996
              (incorporated  herein  by  reference  to   the   Company's  Annual
              Report on Form 10-K for the year ended February 1, 1997)

     *4(d)    Indenture,  dated as  of September  27, 1991,  between the Company
              and   Chemical   Bank,  as   Trustee  (Chase   Manhattan  Bank  as
              successor)  (incorporated  herein  by  reference  to the Company's
              Annual  Report  on  Form  10-K  for  the year  ended  January  25,
              1992)

     5        Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

     23(a)    Consent  of  LeBoeuf, Lamb, Greene &  MacRae,  L.L.P. (included in
              Exhibit 5)

     23(b)    Consent of  Deloitte & Touche LLP


                                      II-3

<PAGE>



     24       Power of Attorney (included on the signature page)


     * Incorporated herein by reference


Item 9.   Undertakings.

     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:

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Commission  pursuant to Rule 424(b),  if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) 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 in the registration statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities  Exchange Act of 1934, that are  incorporated by reference 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.

     (4) 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,  where
applicable, each filing of an employee benefit plan's annual report pursuant

                                      II-4

<PAGE>



to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.

     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  provisions  described  under  Item  6  above,  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.



                                      II-5

<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned,  an officer
and/ or director of Lechters,  Inc. (the "Company"),  does hereby constitute Ira
S.  Rosenberg  his true and  lawful  attorney  and  agent  with  full  power and
authority  on his  behalf  to sign  his  name in  such  capacity  to any and all
amendments (including post-effective  amendments) to this Registration Statement
on Form S-8 and other  necessary or appropriate  forms or statements to be filed
with the  Securities  and Exchange  Commission  for the purpose of  registering,
under the  Securities  Act of 1933  shares of common  stock of the Company to be
issued pursuant to the Company's 1998 Long-Term Incentive Plan.


                                   SIGNATURES

     The Registrant. 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 Harrison, State of New Jersey on the 23rd day of
July, 1998.


                                             LECHTERS, INC.


                                             By:  /s/ Donald Jonas
                                                -----------------------------
                                                      Donald Jonas
                                                  Chairman of the Board,
                                                Chief Executive Officer and
                                                         President




                                      II-6

<PAGE>





     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 date or dates indicated.


Signature                          Title                               Date



/s/ Donald Jonas                   Chairman of the Board,          July 23, 1998
-------------------------------    Chief Executive Officer
Donald Jonas                       and President



/s/ James J. Sheppard              Senior Vice President and       July 23, 1998
-------------------------------    Chief Financial Officer
James J. Sheppard              



/s/ Martin S. Begun                Director                        July 23, 1998
-------------------------------
Martin S. Begun



/s/ Charles A. Davis               Director                        July 23, 1998
-------------------------------
Charles A. Davis



/s/ Bernard D. Fischman            Director                        July 23, 1998
-------------------------------
Bernard D. Fischman



/s/ Robert Knox                    Director                        July 23, 1998
-------------------------------
Robert Knox



                                      II-7

<PAGE>



Signature                          Title                               Date



/s/ Anthony E. Malkin              Director                        July 23, 1998
------------------------------
Anthony E. Malkin



/s/ Roberta S. Maneker             Director                        July 23, 1998
------------------------------
Roberta S. Maneker



/s/ Norman Matthews                Director                        July 23, 1998
-------------------------------
Norman Matthews



/s/ John Wolff                     Director                        July 23, 1998
-------------------------------
John Wolff



/s/ Stephen Westerfield            Director                        July 23, 1998
-------------------------------
Stephen Westerfield




                                      II-8

<PAGE>





                                  EXHIBIT INDEX

Exhibit
   No.                                                                  Page No.

  *4(a)   Certificate of Incorporation of the Company, as restated (incorporated
          herein by  reference  to  Exhibit  3.2 to the  Company's  Registration
          Statement, File No. 33-29465)

  *4(b)   By-laws of the Company  (incorporated  herein by  reference to Exhibit
          3.2 to the Company's Registration Statement, File No. 33-40372)

  *4(c)   Preferred Stock Purchase  Agreement dated April 5, 1996  (incorporated
          herein by reference to the  Company's  Annual  Report on Form 10-K for
          the year ended February 1, 1997)

  *4(d)   Indenture,  dated as of September  27,  1991,  between the Company and
          Chemical  Bank,  as Trustee,  (Chase  Manhattan  Bank,  as  successor)
          (incorporated  herein by reference to the  Company's  Annual Report on
          Form 10-K for the year ended January 25, 1992)

  5       Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

  23(a)   Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
          5)

  23(b)   Consent of Deloitte & Touche LLP

  24      Power of Attorney (included on the signature page)







----------------------------------------
  * Incorporated herein by reference
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23643}]
{"company-data": {"conformed-name": "LECHTERS INC", "cik": "0000798186", "assigned-sic": "5700", "irs-number": "132821526", "state-of-incorporation": "NJ", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59759", "film-number": "98670771"}, "business-address": {"street1": "1 CAPE MAY ST", "city": "HARRISON", "state": "NJ", "zip": "07029", "phone": "2014811100"}, "mail-address": {"street1": "1 CAPE MAY ST", "street2": "1 CAPE MAY ST", "city": "HARRISON", "state": "NJ", "zip": "07029"}}
As filed with the Securities and Exchange Commission on July 24, 1998.
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                                 LECHTERS, INC.
             (Exact name of registrant as specified in its charter)
       New Jersey                                       No. 13-2821526
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

                          1 Cape May Street, Harrison,
                              New Jersey 07029-9998
           (Address of principal executive office, including zip code)

                               ------------------
                                 LECHTERS, INC.
                          1998 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                               ------------------
                                  Donald Jonas
                             Chairman of the Board,
                      Chief Executive Officer and President
                                 Lechters, Inc.
                 1 Cape May Street, Harrison, New Jersey, 07029
                                 (973) 481-1100
(Name, address, and telephone number, including area code, of agent for service)

                               ------------------
                                   Copies to:
                            Bernard D. Fischman, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                          New York, New York 10019-5389
                                 (212) 424-8000

                               ------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
  Title of each        Amount to be      Proposed maximum       Proposed maximum           Amount of
class of securities     registered*       offering price       aggregate offering      registration fee
 to be registered                            per share               price**
--------------------------------------------------------------------------------------------------------
   Common Stock          1,000,000             $5.00              $5,000,000               $1,475
(without par value)        shares
--------------------------------------------------------------------------------------------------------
*In addition,  pursuant to Rule 416(a) under the  Securities  Act of 1933,  this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

**Determined  on the basis of the average of the high and low sale price on July
20, 1998, solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by Lechters, Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:

     1. The Company's  Annual Report on Form 10-K for the year ended January 31,
1998.

     2. The Company's Quarterly Report on Form 10-Q for the quarter ended May 2,
1998.

     3. The description of the Company's Common Stock contained in Item 1 of the
Company's Registration Statement filed on Form 8-A pursuant to Section 12 of the
Securities Exchange Act of 1934 and any amendments thereto.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 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  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference  in the  registration
statement and to be part hereof from the date of filing of such documents.

Item 5.   Interests of Named Experts and Counsel.

     The  financial   statements  and  schedules  of  the  Company,   which  are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the year ended  January 31,  1998,  have been  audited by Deloitte & Touche LLP,
independent  auditors,  as indicated in their report with respect thereto.  Such
financial  statements  and  schedules  are included  herein in reliance upon the
authority  of said firm as experts in  accounting  and  auditing  in giving said
reports.

     The  legality of the shares of Common  Stock of the Company  will be passed
upon for the  Company  by  LeBoeuf,  Lamb,  Greene & MacRae,  L.L.P.  Bernard D.
Fischman,  a  director  and  shareholder  of  Lechters,  Inc.,  is Of Counsel to
LeBoeuf, Lamb, Greene & MacRae, L.L.P.

Item 6.   Indemnification of Directors and Officers.

     Section 14A:3-5(2),  (3) and (4) of the New Jersey Business Corporation Act
("NJBCA")  provides that: "(2) Any  corporation  organized for any purpose under
any  general or special  law of this State  shall have the power to  indemnify a
corporate  agent against his expenses and  liabilities  in  connection  with any
proceeding  involving the corporate  agent by reason of his being or having been
such a  corporate  agent,  other  than a  proceeding  by or in the  right of the
corporation,  if (a) such corporate agent acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation;  and (b) with respect to any criminal  proceeding,  such  corporate
agent had no reasonable cause to believe his conduct was unlawful.

                                      II-1
The termination of any proceeding by judgment, order, settlement,  conviction or
upon a plea of nolo contendere or its  equivalent,  shall not of itself create a
presumption  that such corporate agent did not meet the applicable  standards of
conduct  set  forth  in  paragraphs  14A:3-5(2)(a)  and  14A:3-5(2)(b).  (3) Any
corporation  organized  for any purpose under any general or special law of this
State shall have the power to indemnify a corporate  agent  against his expenses
in  connection  with any  proceeding  by or in the right of the  corporation  to
procure a judgment in its favor which involves the corporate  agent by reason of
his being or having been such corporate  agent, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the  corporation.  However,  in such  proceeding  no  indemnification  shall  be
provided  in respect of any  claim,  issue or matter as to which such  corporate
agent shall have been adjudged to be liable to the corporation,  unless and only
to the extent that the Superior Court or the court in which such  proceeding was
brought  shall  determine  upon  application  that despite the  adjudication  of
liability, but in view of all circumstances of the case, such corporate agent is
fairly and  reasonably  entitled to indemnity  for such expenses as the Superior
Court or such other court shall deem proper.  (4) Any corporation  organized for
any purpose  under any  general or special  law of this State shall  indemnify a
corporate  agent against  expenses to the extent that such  corporate  agent has
been  successful  on the merits or  otherwise in any  proceeding  referred to in
subsections  14A:3-5(2)  and  14A:3-5(3)  or in defense  of any claim,  issue or
matter therein."

     Section B of  Article  SEVENTH of the  Company's  Restated  Certificate  of
Incorporation provides that: "every Corporate Agent of the Company who was or is
made a  party  or is  threatened  to be made a party  to or is  involved  in any
Proceeding by reason of his or her service as a Corporate  Agent of the Company,
whether or not the basis of such  Proceeding is an alleged action in an official
capacity as a director,  employee or agent or in any other  capacity  (including
service with respect to an employee benefit plan), shall be indemnified and held
harmless by the Company to the fullest extent  permitted by the Act, as the same
exists today or may hereafter be amended  (but,  in the case of such  amendment,
only to the extent that such  amendment  permits the Company to provide  broader
indemnification  rights than the Act  permitted  the Company to provide prior to
such  amendment),  against  all  Expenses  and  Liabilities  (including  without
limitation  ERISA excise taxes or  penalties).  The rights  provided  herein are
intended  to  extend  to  all  Proceedings   (including,   without   limitation,
Proceedings by or in the right of the Company), and the indemnification  against
Liabilities in connection with  Proceedings by or in the right of the Company is
specifically  provided for to the fullest extent permitted by law. The rights of
indemnification  provided  hereunder shall also include the right to the advance
of  Expenses  to the  fullest  extent  permitted  by law.  The  rights  provided
hereunder  shall not exclude any other rights to which a Corporate  Agent may be
entitled  under  the  bylaws of the  Company  or under  any  agreement,  vote of
shareholders or otherwise."

     NJBCA Section  14A:2-7(3)  provides that: "The certificate of incorporation
may provide that a director or officer shall not be personally  liable, or shall
be  liable  only to the  extent  therein  provided,  to the  corporation  or its
shareholders  for damages for breach of any duty owed to the  corporation or its
shareholders, except that such provision shall not relieve a director or officer
from  liability  for any  breach of duty based  upon an act or  omission  (a) in
breach of such person's duty of loyalty to the corporation or its  shareholders,
(b) not in good faith or involving a knowing  violation of law or (c)  resulting
in receipt  by such  person of an  improper  personal  benefit.  As used in this
subsection,  an act or omission in breach of a person's duty of loyalty means an
act or omission  which that person  knows or believes to be contrary to the best
interests

                                      II-2
of the  corporation or its  shareholders in connection with a matter in which he
has a material conflict of interest."

     Article  SIXTH  of the  Company's  Restated  Certificate  of  Incorporation
provides that: "No director or officer of the Company shall be personally liable
to the  Company or its  shareholders  for damages for breach of any duty owed to
the  Company or its  shareholders,  except  that this  Article  Sixth  shall not
relieve any director or officer from liability for any breach of duty based upon
an act or omission (a) in breach of such officer's or director's duty of loyalty
to the Company or its shareholders, (b) not in good faith or involving a knowing
violation of law or (c)  resulting in receipt by such  director or officer of an
improper personal  benefit.  No amendment to or repeal of this Article Sixth and
no amendment,  repeal or termination of  effectiveness of any law permitting the
exemption from  liability  provided for herein shall apply to or have any effect
on the  liability  or alleged  liability  of any director or officer for or with
respect to any acts or omissions of such director or officer  occurring prior to
such amendment, repeal or termination of effectiveness."

     The Company has an insurance  policy insuring the Company and its directors
and  officers  against  certain  liabilities,  including  liabilities  under the
Securities Act of 1933.

Item 8.   Exhibits.

     Exhibit No.

     *4(a)    Certificate   of   Incorporation  of  the  Company,   as  restated
              (incorporated herein by reference to Exhibit 3.2  to the Company's
              Registration Statement, File  No. 33-29465)

     *4(b)    By-laws  of  the  Company  (incorporated  herein  by  reference to
              Exhibit 3.2  to the  Company's  Registration  Statement,  File No.
              33-40372)

     *4(c)    Preferred   Stock   Purchase    Agreement   dated   April 5,  1996
              (incorporated  herein  by  reference  to   the   Company's  Annual
              Report on Form 10-K for the year ended February 1, 1997)

     *4(d)    Indenture,  dated as  of September  27, 1991,  between the Company
              and   Chemical   Bank,  as   Trustee  (Chase   Manhattan  Bank  as
              successor)  (incorporated  herein  by  reference  to the Company's
              Annual  Report  on  Form  10-K  for  the year  ended  January  25,
              1992)

     5        Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

     23(a)    Consent  of  LeBoeuf, Lamb, Greene &  MacRae,  L.L.P. (included in
              Exhibit 5)

     23(b)    Consent of  Deloitte & Touche LLP

                                      II-3
24       Power of Attorney (included on the signature page)

     * Incorporated herein by reference

Item 9.   Undertakings.

     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:

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Commission  pursuant to Rule 424(b),  if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) 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 in the registration statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities  Exchange Act of 1934, that are  incorporated by reference 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.

     (4) 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,  where
applicable, each filing of an employee benefit plan's annual report pursuant

                                      II-4
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.

     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  provisions  described  under  Item  6  above,  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.

                                      II-5
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned,  an officer
and/ or director of Lechters,  Inc. (the "Company"),  does hereby constitute Ira
S.  Rosenberg  his true and  lawful  attorney  and  agent  with  full  power and
authority  on his  behalf  to sign  his  name in  such  capacity  to any and all
amendments (including post-effective  amendments) to this Registration Statement
on Form S-8 and other  necessary or appropriate  forms or statements to be filed
with the  Securities  and Exchange  Commission  for the purpose of  registering,
under the  Securities  Act of 1933  shares of common  stock of the Company to be
issued pursuant to the Company's 1998 Long-Term Incentive Plan.

                                   SIGNATURES

     The Registrant. 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 Harrison, State of New Jersey on the 23rd day of
July, 1998.

                                             LECHTERS, INC.

                                             By:  /s/ Donald Jonas
                                                -----------------------------
                                                      Donald Jonas
                                                  Chairman of the Board,
                                                Chief Executive Officer and
                                                         President

                                      II-6
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 date or dates indicated.

Signature                          Title                               Date

/s/ Donald Jonas                   Chairman of the Board,          July 23, 1998
-------------------------------    Chief Executive Officer
Donald Jonas                       and President

/s/ James J. Sheppard              Senior Vice President and       July 23, 1998
-------------------------------    Chief Financial Officer
James J. Sheppard              

/s/ Martin S. Begun                Director                        July 23, 1998
-------------------------------
Martin S. Begun

/s/ Charles A. Davis               Director                        July 23, 1998
-------------------------------
Charles A. Davis

/s/ Bernard D. Fischman            Director                        July 23, 1998
-------------------------------
Bernard D. Fischman

/s/ Robert Knox                    Director                        July 23, 1998
-------------------------------
Robert Knox

                                      II-7
Signature                          Title                               Date

/s/ Anthony E. Malkin              Director                        July 23, 1998
------------------------------
Anthony E. Malkin

/s/ Roberta S. Maneker             Director                        July 23, 1998
------------------------------
Roberta S. Maneker

/s/ Norman Matthews                Director                        July 23, 1998
-------------------------------
Norman Matthews

/s/ John Wolff                     Director                        July 23, 1998
-------------------------------
John Wolff

/s/ Stephen Westerfield            Director                        July 23, 1998
-------------------------------
Stephen Westerfield

                                      II-8
EXHIBIT INDEX

Exhibit
   No.                                                                  Page No.

  *4(a)   Certificate of Incorporation of the Company, as restated (incorporated
          herein by  reference  to  Exhibit  3.2 to the  Company's  Registration
          Statement, File No. 33-29465)

  *4(b)   By-laws of the Company  (incorporated  herein by  reference to Exhibit
          3.2 to the Company's Registration Statement, File No. 33-40372)

  *4(c)   Preferred Stock Purchase  Agreement dated April 5, 1996  (incorporated
          herein by reference to the  Company's  Annual  Report on Form 10-K for
          the year ended February 1, 1997)

  *4(d)   Indenture,  dated as of September  27,  1991,  between the Company and
          Chemical  Bank,  as Trustee,  (Chase  Manhattan  Bank,  as  successor)
          (incorporated  herein by reference to the  Company's  Annual Report on
          Form 10-K for the year ended January 25, 1992)

  5       Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

  23(a)   Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
          5)

  23(b)   Consent of Deloitte & Touche LLP

  24      Power of Attorney (included on the signature page)

----------------------------------------
  * Incorporated herein by reference