UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 1996

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

For the transition period from _____ to _____

Commission File No. 0-20802

CELEBRITY, INC.
(Exact name of registrant as specified in its charter)

Texas 75-1289223
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) No.)

Physical Delivery Address:
4520 Old Troup Road
Tyler, Texas 75707

Mailing Address:
P.O. Box 6666
Tyler, Texas 75711
(903) 561-3981

(Address, including zip code, of principal executive
offices and registrant's telephone number, including
area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES X NO
------ ------

The registrant had 6,309,602 shares of Common Stock, par value $.01 per share,
outstanding as of November 8, 1996.
2
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Page
----

Condensed Consolidated Balance Sheets at
September 30, 1996 and June 30, 1996
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Condensed Consolidated Statements of Income
for the three months ended
September 30, 1996 and 1995 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Condensed Consolidated Statements of Cash
Flows for the three months ended
September 30, 1996 and 1995 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Notes to Condensed Consolidated Financial
Statements (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

3
CELEBRITY, INC.
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)

ASSETS September 30, June 30,
1996 1996
-------------- ----------

Current assets:

Cash $ 671 $ 1,166

Accounts receivable, net 19,296 14,919

Inventories 31,687 33,279

Other current assets 4,880 5,191
------------ -----------
Total current assets 56,534 54,555

Property, plant and equipment, net 11,705 11,774

Other assets 6,945 7,034
------------ -----------
Total assets $ 75,184 $ 73,363
============ ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 7,348 $ 8,662

Accrued expenses 5,352 4,134

Current portion of notes payable 1,484 2,420
------------ -----------
Total current liabilities 14,184 15,216

Notes payable, net of current portion 33,453 31,081
------------ -----------

Total liabilities 47,637 46,297
------------ -----------
Redeemable common stock 350 350

Shareholders' equity:

Common stock 63 63

Paid-in capital 22,178 22,178

Subscriptions receivable (458) (461)

Retained earnings 5,777 5,292

Treasury stock (350) (350)

Cumulative translation adjustment (13) (6)
------------ -----------

Total shareholders' equity 27,197 26,716
------------ -----------

Total liabilities, redeemable common stock
and shareholder's equity $ 75,184 $ 73,363
============ ===========

See accompanying notes to Condensed Consolidated Financial Statements.

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CELEBRITY, INC.
Condensed Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

Three Months
Ended September 30,
-------------------------------------
1996 1995
---------- ---------

Net sales $ 31,447 $ 35,933
---------- ---------
Costs and operating expenses:

Cost of goods sold 23,184 27,006

Selling 1,411 1,666

General and administrative 4,992 4,615

Depreciation and amortization 596 461
---------- ---------
30,183 33,748
---------- ---------
Operating income 1,264 2,185

Interest expense, net (851) (922)

Other, net 5 6
---------- ---------
Income before income taxes 418 1,269

Provision (benefit) for income taxes (67) 256
---------- ---------
Net income $ 485 $ 1,013
========== =========

Earnings per share $ .08 $ .16
========== =========
Weighted average common and common equivalent shares
outstanding 6,311 6,374
========== =========

See accompanying notes to Condensed Consolidated Financial Statements.

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CELEBRITY, INC.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

Three Months
Ended September 30,
----------------------------------
1996 1995
----------- ----------

Operating activities:
Net Income $ 485 $ 1,013

Adjustments to reconcile net income to net cash
provided by (used in) operations:

Depreciation and amortization 596 461

Deferred income taxes (190) (27)

Changes in operating assets and liabilities:

Accounts receivable (4,377) (8,493)

Inventory 1,592
(127)

Other current assets 501 457

Accounts payable and accrued expenses (208) 2,458
----------- ----------

Net cash used in operating activities (1,601) (4,258)
----------- ----------

Investing activities:

Additions to property and equipment (326) (435)
----------- ----------

Net cash used in investing activities (326) (435)
----------- ----------
Financing activities:

Payment on notes payable (936) (1,660)

Net proceeds under lines of credit 2,365 5,682

Payments on subscriptions receivable 3 83

Redemption of common stock (175)
----------- ----------
Net cash provided by financing activities 1,432 3,930
----------- ----------

Decrease in cash (495) (763)

Cash and cash equivalents, beginning of period 1,166 1,921
----------- ----------

Cash and cash equivalents, end of period $ 671 1,158
=========== ==========

See accompanying notes to Condensed Consolidated Financial Statements.

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6
CELEBRITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. THE BUSINESS AND BASIS OF PRESENTATION

Description of Business

Celebrity, Inc. ("Celebrity" or the "Company") is a supplier of high
quality artificial flowers, foliage, flowering bushes, and other decorative
accessories to craft store chains and other retailers and to wholesale florists
throughout North America and Europe. Celebrity imports and/or produces
approximately 9,000 home accent, decorative accessory and giftware items,
including artificial floral arrangements, floor planters and trees, a wide
range of decorative brass and textile products and a broad line of seasonal
items such as Christmas trees, wreaths, garlands and other ornamental products.

Basis of Presentation

The Condensed Consolidated Financial Statements include the accounts
of Celebrity and its wholly-owned subsidiaries, Celebrity Exports International
Limited ("Celebrity Hong Kong"), The Cluett Corporation ("Cluett"), India
Exotics, Inc. ("India Exotics"), Magicsilk, Inc. ("Magicsilk") and Star
Wholesale Florist, Inc. All intercompany accounts and transactions have been
eliminated.

The accompanying financial statements are unaudited and, in the
opinion of management, reflect all adjustments that are necessary for a fair
presentation of the financial position and results of operations for the
periods presented. All of such adjustments are of a normal and recurring
nature. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the entire year. The
Condensed Consolidated Financial Statements should be read in conjunction with
the financial statement disclosures contained in the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996.

2. INVENTORY

The composition of inventories at September 30, 1996, and June 30,
1996 is as follows:

September 30, June 30,
1996 1996
--------- ---------

Raw materials $ 7,952 $ 6,165

Finished goods 23,735 27,114
--------- ---------
$ 31,687 $ 33,279
========= =========

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7
3. REDEEMABLE COMMON STOCK

In October 1996 the Company repurchased 13,461 shares of Celebrity
common stock ("Common Stock") for an aggregate consideration of $175,000. The
repurchase was pursuant to certain put options issued in connection with the
Magicsilk acquisition.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE
RESULTS

This Quarterly Report on Form 10-Q contains forward-looking statements
about the business, financial condition and prospects of Celebrity. The actual
results of Celebrity could differ materially from those indicated by the
forward-looking statements because of various risks and uncertainties,
including without limitation (i) changes in customer demand for the Company's
products at the retail level, (ii) trends in the retail and wholesale
decorative accessories industries, (iii) inventory risks attributable to
possible changes in customer demand, compounded by extended lead times in
ordering the Company's products from overseas suppliers and the Company's
strategy of maintaining a high merchandise in stock percentage, (iv) the
effects of economic conditions, (v) supply and/or shipment constraints or
difficulties, (vi) the impact of competitors' pricing, (vii) the effects of the
Company's accounting policies, (viii) changes in foreign trade regulations,
including changes in duty rates, possible trade sanctions, import quotas and
other restrictions imposed by U.S. and foreign governments and (ix) other risks
detailed in the Company's Securities and Exchange Commission filings. These
risks and uncertainties are beyond the ability of the Company to control, and
in many cases, the Company cannot predict the risks and uncertainties that
could cause its actual results to differ materially from those indicated by the
forward-looking statements. When used herein, the words "believes", "expects",
"plans" and similar expressions as they relate to the Company or its management
generally are intended to identify forward-looking statements.

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RESULTS OF OPERATIONS

The following table sets forth certain items in the consolidated
statements of income of Celebrity expressed as a percentage of net sales for
the periods indicated:

THREE MONTHS
ENDED
SEPTEMBER 30,
--------------------------
1996 1995
------ -----

Net sales 100% 100%
------ -----
Costs and operating expenses:

Cost of goods sold 74% 75%

Selling 4% 5%

General and administrative 16% 13%

Depreciation and amortization 2% 1%
------ -----
96% 94%
------ -----
Operating income 4% 6%

Interest expense, net (3)% (3)%
------ -----
Income before income taxes 1% 3%

Provision (benefit) for income taxes (1)% 1%
------ -----
Net income 2% 2%
====== =====

THREE MONTHS ENDED SEPTEMBER 30, 1996, COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 1995

Net sales decreased 12% from $35.9 million in fiscal 1996 to $31.4
million in fiscal 1997. The decrease was primarily attributable to a decrease
in sales to existing customers.

Cost of goods sold decreased from $27.0 million in fiscal 1996 to
$23.2 million in fiscal 1997. The decrease was primarily attributable to the
lower sales volume in fiscal 1997. Cost of goods sold decreased as a
percentage of net sales from 75% in fiscal 1996 to 74% in fiscal 1997. The
increase in gross margin was primarily attributable to a change in product mix
and the fact that direct shipment sales represented a lower percentage of net
sales in fiscal 1997 than fiscal 1996. Direct shipment sales are those for
which products are shipped directly from Celebrity Hong Kong to the customers
and generally consist of large orders with lower gross profit margins but also
lower selling, general and administrative costs.

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9
Selling expenses decreased from $1.7 million, or 5% of net sales, in
fiscal 1996 to $1.4 million, or 4% of net sales, in fiscal 1997. The decrease
was attributable to the lower sales volume, lower salaries and commissions, and
lower catalog and trade show costs.

General and administrative expenses increased from $4.6 million in
fiscal 1996 to $5.0 million in fiscal 1997. The increase was primarily
attributable to the fact that direct shipment sales represented a lower
percentage of net sales in fiscal 1997 than fiscal 1996. General and
administrative expenses increased as a percentage of net sales from 13% in
fiscal 1996 to 16% in fiscal 1997 as a result of (i) the lower sales volume,
(ii) the fact that direct shipment sales represented a lower percentage of net
sales in fiscal 1997 than fiscal 1996 and (iii) higher facility costs,
including rent, utilities and labor, resulting from higher average inventory
levels carried by the Company during fiscal 1996 and into the first quarter of
fiscal 1997.

Depreciation and amortization expense increased from $461,000 in
fiscal 1996 to $596,000, in fiscal 1997, primarily as a result of (i)
additional building and equipment depreciation associated with the expansion of
floral arrangement production facilities in Tyler,Texas and Encinitas,
California and (ii) depreciation associated with a new computer system placed
in service during fiscal 1996.

INFLATION

The effect of inflation on operating costs has been minimal in recent
years. Most of the Company's operating expenses are inflation sensitive, with
increases in inflation generally resulting in increased costs of operation.
The effect of inflation-driven cost increases on the Company's overall
operating costs is not expected to be greater for the Company than its
competitors.

SEASONALITY

Celebrity markets and distributes products for all seasons. The
shipping period for each season is relatively long. When combined with
shipments of basic merchandise that is sold all year, there has not been
material seasonal or quarterly fluctuation in net sales or operating income.

LIQUIDITY AND CAPITAL RESOURCES

Celebrity's sales and marketing strategy and the growth of its
business have required a significantly increased investment in inventory.
Additionally, the Company follows the industry practice of offering extended
terms to qualified customers for sales of Christmas merchandise. These sales
generally take place between the months of June and October on terms not
requiring payment until December 1. The Company has traditionally relied on
borrowings under its revolving line of credit and cash flows from operations to
fund these and other working capital needs.

-8-
10
The Company has a revolving line of credit in a maximum amount of
$35.0 million. At September 30, 1996, the outstanding balance on this line of
credit was approximately $28.6 million. Borrowing limits are based on
specified percentages of eligible accounts receivable and inventories. Based
on such limits, the maximum amount the Company would have been eligible to
borrow at September 30, 1996 was $29.0 million. Interest is charged monthly on
the daily outstanding balance at the bank's prime rate of interest plus 1/2%.
Interest on a maximum of $7.0 million of the amount borrowed may be fixed at
LIBOR + 2% for periods ranging from 30 days to one year. Amounts borrowed
under the line of credit are secured by accounts receivable and inventory of
Celebrity and its wholly-owned subsidiaries, Magicsilk, Cluett and India
Exotics, and by guarantees by Magicsilk, Cluett and India Exotics. The line of
credit expires in March 1998.

Celebrity Hong Kong generally makes full cash payments for products
ordered for Celebrity's account or for direct shipment to customers within ten
days after the manufacturers deliver products in Hong Kong for export. The
Company believes that its practice of making prompt payments has enhanced its
relationships with manufacturers. Celebrity Hong Kong finances these cash
payments through a credit facility with a Hong Kong bank. Generally, under the
terms of this facility the bank finances, with recourse, export bills for
specific shipments by Celebrity Hong Kong. The bank is reimbursed when payment
for these shipments is received. Under the terms of the facility, the maximum
aggregate amount of Celebrity Hong Kong export bills the bank is obligated to
finance at any time is $5.8 million. At September 30, 1996, export bills of
Celebrity Hong Kong aggregating $5.3 million were being financed by the bank.
All of these bills were related to direct shipments to customers and Celebrity
Hong Kong's related potential recourse liability was accounted for as a
contingent obligation.

The Company utilizes its existing management information systems to
monitor the turnover and rate of sale of inventory. Additionally, its credit
department carefully monitors the credit status of each customer.

The Company plans approximately $500,000 in capital expenditures in
fiscal 1997, primarily in connection with the Company's continuing program to
upgrade its management information systems.

In October 1996, the Company repurchased 13,461 shares of Common Stock
for an aggregate consideration of $175,000. This repurchase was pursuant to
certain put options issued in connection with the Magicsilk acquisition. The
holders of such put options have the right on one more occasion in September
1997 to put additional shares, with the Company's total remaining purchase
obligation limited to $175,000. The Company does not currently plan to
repurchase additional shares of Common Stock other than those it is required to
purchase under such put options.

The Company's business is subject to U.S. law relating to imports,
including those imposing import duties. If the U.S. government were to
terminate most favored nation treatment for the People's Republic of China (the
"PRC") or impose punitive tariff rates on products imported by the Company in
retaliation for market access barriers in the PRC, the duty on

-9-
11
products imported by the Company from the PRC would increase significantly. If
the Company were to face an increase in tariff rates on the products it imports
into the U.S., it would (i) attempt to increase the prices charged to its
customers, (ii) ask its suppliers to reduce the prices charged to the Company
and (iii) seek to identify more favorable sources; however, unless and until
these efforts were successful, the Company's results of operations could be
affected adversely.

The Company believes that its current financial position, credit
facilities and cash flows from operations will be adequate to fund its
operations and expansion plans for the foreseeable future. There is no
assurance, however, that these sources will be sufficient to fund its
operations and expansion plans or that any necessary additional financing will
be available, if at all, in amounts required or on terms satisfactory to the
Company.

-10-
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

2.1 Asset Purchase Agreement dated June 16, 1992, among
Registrant, Holdingflower, Inc., a Delaware corporation,
Magicsilk, Inc., a Delaware corporation, and Magicsilk, Inc.,
a Texas corporation. (1)

2.2 Asset Purchase Agreement dated February 7, 1995, among India
Exotics, Inc., a Texas corporation, Registrant, India Exotics,
Inc., a Missouri corporation, Surendra Khokha, Rajneesh
Khokha, Asheesh Khokha and the Surendra K. Khokha Revocable
Trust, dated July 18, 1985. (7)

3.1 Restated Articles of Incorporation of the Registrant. (1)

3.2 Bylaws of the Registrant. (1)

4.1 Specimen Common Stock Certificate. (1)

4.2 Warrant Agreement dated June 16, 1992, between the Registrant
and Magicsilk, Inc. (1)

10.1 Loan Agreement dated March 21, 1994, between Registrant and
NationsBank of Texas, N.A. (3)

10.2 Amendment to Loan Agreement dated December 21, 1994, between
Registrant and NationsBank of Texas, N.A. (7)

10.3 Second Amendment to Loan Agreement dated March 20, 1995,
between Registrant and NationsBank of Texas, N.A. (8)

10.4 Third Amendment to Loan Agreement dated February 9, 1996,
between Registrant and NationsBank of Texas, N.A. (12)

10.5 Fourth Amendment and Modification Agreement dated May 15,
1996, between Registrant and NationsBank of Texas, N.A. (14)

10.6 Fifth Amendment and Modification Agreement dated September 30,
1996, between Registrant and NationsBank of Texas, N.A. (14)

10.7 Modification of Note and Deed of Trust dated December 21,
1994, between Registrant and NationsBank of Texas, N.A. (7)

10.8 Modification of Promissory Note and Deed of Trust dated March
20, 1995, between Registrant and NationsBank of Texas, N.A.
(8)

10.9 Guaranty dated March 21, 1994, executed by The Cluett
Corporation in favor of NationsBank of Texas, N.A. (3)

10.10 Guaranty dated March 21, 1994, executed by Magicsilk, Inc. in
favor of NationsBank of Texas, N.A. (3)

10.11 Guaranty dated March 21, 1994, executed by Star Wholesale
Florist, Inc. in favor of NationsBank of Texas, N.A. (3)

-11-
13
10.12 Guaranty dated February 7, 1995, executed by India Exotics,
Inc. in favor of NationsBank of Texas, N.A. (8)

10.13 Modification and Amendment of Note and Restatement of Deed of
Trust (Tract A) dated March 21, 1994, executed by Registrant
and NationsBank of Texas, N.A. (3)

10.14 Transfer of Lien dated March 21, 1994, executed by Tyler Bank
and Trust, N.A. in favor of NationsBank of Texas, N.A. (3)

10.15 $2,290,409.98 Promissory Note dated March 21, 1994, signed by
Registrant and payable to the order of NationsBank of Texas,
N.A. (3)

10.16 Commercial Loans Deed of Trust, Assignment, Security Agreement
and Financing Statement (Future Advances) dated March 21,
1994, executed by Registrant in favor of Michael F. Hord,
Trustee for the benefit of NationsBank of Texas, N.A. (3)

10.17 $1,800,000 Promissory Note (Winston-Salem, N.C.) dated March
21, 1994, signed by Registrant and payable to the order of
NationsBank of Texas, N.A. (3)

10.18 Commercial Loans Deed of Trust, Assignment, Security Agreement
and Financing Statement (Future Advances) dated March 20,
1994, executed by Registrant in favor of NationsBank of Texas,
N.A. (3)

10.19 Loan Agreement dated May 10, 1993, among Registrant,
Magicsilk, Inc. and National Canada Finance Corp. (4)

10.20 First Amendment to Loan Agreement dated July 27, 1993, among
Registrant, Magicsilk, Inc. and National Canada Finance Corp.
(5)

10.21 Second Amendment to Loan Agreement dated effective as of
November 17, 1993, among Registrant, Magicsilk, Inc., The
Cluett Corporation and National Canada Finance Corp. (6)

10.22 Third Amendment to Loan Agreement dated effective as of March
18, 1994, among Registrant, Magicsilk, Inc., The Cluett
Corporation and National Canada Finance Corp. (3)

10.23 Fourth Amendment to Loan Agreement dated effective as of
November 4, 1994, among Registrant, Magicsilk, Inc., The
Cluett Corporation and National Canada Finance Corp. (7)

10.24 Fifth Amendment to Loan Agreement dated effective as of
February 3, 1995, among Registrant, Magicsilk, Inc., The
Cluett Corporation, India Exotics, Inc. and National Canada
Finance Corp. (7)

10.25 Sixth Amendment to Loan Agreement dated effective as of March
14, 1995, among Registrant, Magicsilk, Inc., The Cluett
Corporation, India Exotics, Inc. and National Canada Finance
Corp. (8)

10.26 Seventh Amendment to Loan Agreement dated effective as of
August 4, 1995, among Registrant, Magicsilk, Inc., The Cluett
Corporation, India Exotics, Inc. and National Canada Finance
Corp. (10)

10.27 Promissory Note dated August 4, 1995, executed by Registrant,
Magicsilk, Inc., The Cluett Corporation and India Exotics,
Inc. in the principal amount of $35,000,000 payable to the
order of National Canada Finance Corp. (10)

10.28 Security Agreement dated May 10, 1993, among Registrant,
Magicsilk, Inc. and National Canada Finance Corp. (5)

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14
10.29 Security Agreement dated November 17, 1993, between The Cluett
Corporation and National Canada Finance Corp. (6)

10.30 Security Agreement dated February 3, 1995, between India
Exotics, Inc. and National Canada Finance Corp. (7)

10.31 Subordination Agreement dated July 14, 1992, among National
Canada Finance Corp., TBK Partners, L.P., ML-Lee Acquisition
Fund, L.P., The Bank of New York Commercial Corporation,
Registrant and Magicsilk, Inc. (1)

10.32 Letter agreement dated August 16, 1995, setting forth the
terms of a banking facility between Celebrity Exports
International Limited and The Hongkong and Shanghai Banking
Corporation Limited. (11)

10.33 General Security Agreement Relating to Goods, dated April 30,
1984, between Celebrity Exports International Limited and The
Hongkong and Shanghai Banking Corporation Limited. (1)

10.34 Form of Guarantee by Limited Company executed by Registrant in
favor of the Hongkong and Shanghai Banking Corporation
Limited. (11)

10.35 Commitment of Celebrity Exports International Limited to
maintain a net worth of HK$30,000,000. (11)

10.36 Employment Agreement dated November 17, 1993, between The
Cluett Corporation and Robert C. Welles, Jr. (2)

10.37 Employment Agreement dated February 7, 1995, between India
Exotics, Inc. and Surendra Khokha. (7)

10.38 Letter Agreement dated June 20, 1996, amending the Employment
Agreement dated February 7, 1995, between India Exotics, Inc.
and Surendra Khokha. (13)

10.39 Employment Agreement dated February 7, 1995, between India
Exotics, Inc. and Meena Khokha. (7)

10.40 Letter Agreement dated June 20, 1996, amending the Employment
Agreement dated February 7, 1995, between India Exotics, Inc.
and Meena Khokha. (13)

10.41 Noncompetition Agreement dated November 17, 1993, between
Registrant and James N. Gammill, III. (2)

10.42 Noncompetition Agreement dated February 7, 1995, among India
Exotics, Inc., Surendra Khokha, Rajneesh Khokha, Asheesh
Khokha and Meena Khokha. (7)

10.43 Promissory Note of India Exotics, Inc., a Texas corporation,
guaranteed by Registrant, dated February 7, 1995, payable to
the order of India Exotics, Inc., a Missouri corporation. (7)

10.44 First Amendment to Promissory Note dated June 20, 1996,
amending the Promissory Note of India Exotics, Inc., a Texas
corporation, guaranteed by Registrant, dated February 7, 1995,
payable to the order of India Exotics, Inc., a Missouri
corporation. (13)

10.45 Promissory Note of India Exotics, Inc., a Missouri
corporation, guaranteed by Registrant, dated February 7, 1995,
in the principal amount of $1,800,000 payable to the order of
Surendra Khokha and his successors, trustees of the Surendra
K. Khokha Revocable Trust, dated July 18, 1985. (7)

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10.46 Form of Indemnity Agreement. (1)

10.47 Amended and Restated 1992 Stock Option Plan. (3)

10.48 Amended and Restated 1993 Employee Stock Purchase Plan. (7)

10.49 1997 Employee Bonus Plan. (13)

27.1 Financial Data Schedule. (14)

(b) Reports on Form 8-K:

None.

_____________________
(1) Previously filed as an exhibit to Registration Statement No. 33-51820
on Form S-1 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Current Report on
Form 8-K dated November 17, 1993, as amended, and incorporated herein
by reference.
(3) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994, and incorporated
herein by reference.
(4) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1993, as amended,
and incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1993, as amended, and
incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1993, and incorporated
herein by reference.
(7) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1994, and incorporated
herein by reference.
(8) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995, and incorporated
herein by reference.
(9) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1994, and incorporated
herein by reference.
(10) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and incorporated
herein by reference.
(11) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-Q for the quarter ended September 30, 1995, and incorporated
herein by reference.
(12) Previously filed as an exhibit to the Registrants's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996, and incorporated
herein by reference.
(13) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996, and incorporated
herein by reference.
(14) Filed herewith.

-14-
16
SIGNATURES

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

CELEBRITY, INC.

Dated: November 14, 1996 By /s/ Robert H. Patterson, Jr.
------------------------------------------
Robert H. Patterson, Jr.,
Chief Executive Officer

Dated: November 14, 1996 By /s/ James R. Thompson
------------------------------------------
James R. Thompson, Vice President -
Finance

-15-
17
EXHIBIT INDEX

Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----

2.1 Asset Purchase Agreement dated June 16, 1992, among Registrant, Holdingflower, Inc.,
a Delaware corporation, Magicsilk, Inc., a Delaware corporation, and Magicsilk,
Inc., a Texas corporation. (1)

2.2 Asset Purchase Agreement dated February 7, 1995, among India Exotics, Inc., a Texas
corporation, Registrant, India Exotics, Inc., a Missouri corporation, Surendra
Khokha, Rajneesh Khokha, Asheesh Khokha and the Surendra K. Khokha Revocable Trust,
dated July 18, 1985. (7)

3.1 Restated Articles of Incorporation of the Registrant. (1)

3.2 Bylaws of the Registrant. (1)

4.1 Specimen Common Stock Certificate. (1)

4.2 Warrant Agreement dated June 16, 1992, between the Registrant and Magicsilk, Inc.
(1)

10.1 Loan Agreement dated March 21, 1994, between Registrant and NationsBank of Texas,
N.A. (3)

10.2 Amendment to Loan Agreement dated December 21, 1994, between Registrant and
NationsBank of Texas, N.A. (7)

10.3 Second Amendment to Loan Agreement dated March 20, 1995, between Registrant and
NationsBank of Texas, N.A. (8)

10.4 Third Amendment to Loan Agreement dated February 9, 1996, between Registrant and
NationsBank of Texas, N.A. (12)

10.5 Fourth Amendment and Modification Agreement dated May 15, 1996, between Registrant
and NationsBank of Texas, N.A. (14)

10.6 Fifth Amendment and Modification Agreement dated September 30, 1996, between
Registrant and NationsBank of Texas, N.A. (14)

10.7 Modification of Note and Deed of Trust dated December 21, 1994, between Registrant
and NationsBank of Texas, N.A. (7)

10.8 Modification of Promissory Note and Deed of Trust dated March 20, 1995, between
Registrant and NationsBank of Texas, N.A. (8)

10.9 Guaranty dated March 21, 1994, executed by The Cluett Corporation in favor of
NationsBank of Texas, N.A. (3)

10.10 Guaranty dated March 21, 1994, executed by Magicsilk, Inc. in favor of NationsBank
of Texas, N.A. (3)

10.11 Guaranty dated March 21, 1994, executed by Star Wholesale Florist, Inc. in favor of
NationsBank of Texas, N.A. (3)

Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----

10.12 Guaranty dated February 7, 1995, executed by India Exotics, Inc. in favor of
NationsBank of Texas, N.A. (8)

10.13 Modification and Amendment of Note and Restatement of Deed of Trust (Tract A) dated
March 21, 1994, executed by Registrant and NationsBank of Texas, N.A. (3)

10.14 Transfer of Lien dated March 21, 1994, executed by Tyler Bank and Trust, N.A. in
favor of NationsBank of Texas, N.A. (3)

10.15 $2,290,409.98 Promissory Note dated March 21, 1994, signed by Registrant and payable
to the order of NationsBank of Texas, N.A. (3)

10.16 Commercial Loans Deed of Trust, Assignment, Security Agreement and Financing
Statement (Future Advances) dated March 21, 1994, executed by Registrant in favor of
Michael F. Hord, Trustee for the benefit of NationsBank of Texas, N.A. (3)

10.17 $1,800,000 Promissory Note (Winston-Salem, N.C.) dated March 21, 1994, signed by
Registrant and payable to the order of NationsBank of Texas, N.A. (3)

10.18 Commercial Loans Deed of Trust, Assignment, Security Agreement and Financing
Statement (Future Advances) dated March 20, 1994, executed by Registrant in favor of
NationsBank of Texas, N.A. (3)

10.19 Loan Agreement dated May 10, 1993, among Registrant, Magicsilk, Inc. and National
Canada Finance Corp. (4)

10.20 First Amendment to Loan Agreement dated July 27, 1993, among Registrant, Magicsilk,
Inc. and National Canada Finance Corp. (5)

10.21 Second Amendment to Loan Agreement dated effective as of November 17, 1993, among
Registrant, Magicsilk, Inc., The Cluett Corporation and National Canada Finance
Corp. (6)

10.22 Third Amendment to Loan Agreement dated effective as of March 18, 1994, among
Registrant, Magicsilk, Inc., The Cluett Corporation and National Canada Finance
Corp. (3)

10.23 Fourth Amendment to Loan Agreement dated effective as of November 4, 1994, among
Registrant, Magicsilk, Inc., The Cluett Corporation and National Canada Finance
Corp. (7)

10.24 Fifth Amendment to Loan Agreement dated effective as of February 3, 1995, among
Registrant, Magicsilk, Inc., The Cluett Corporation, India Exotics, Inc. and
National Canada Finance Corp. (7)

10.25 Sixth Amendment to Loan Agreement dated effective as of March 14, 1995, among
Registrant, Magicsilk, Inc., The Cluett Corporation, India Exotics, Inc. and
National Canada Finance Corp. (8)

Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----

10.26 Seventh Amendment to Loan Agreement dated effective as of August 4, 1995, among
Registrant, Magicsilk, Inc., The Cluett Corporation, India Exotics, Inc. and
National Canada Finance Corp. (10)

10.27 Promissory Note dated August 4, 1995, executed by Registrant, Magicsilk, Inc., The
Cluett Corporation and India Exotics, Inc. in the principal amount of $35,000,000
payable to the order of National Canada Finance Corp. (10)

10.28 Security Agreement dated May 10, 1993, among Registrant, Magicsilk, Inc. and
National Canada Finance Corp. (5)

10.29 Security Agreement dated November 17, 1993, between The Cluett Corporation and
National Canada Finance Corp. (6)

10.30 Security Agreement dated February 3, 1995, between India Exotics, Inc. and National
Canada Finance Corp. (7)

10.31 Subordination Agreement dated July 14, 1992, among National Canada Finance Corp.,
TBK Partners, L.P., ML-Lee Acquisition Fund, L.P., The Bank of New York Commercial
Corporation, Registrant and Magicsilk, Inc. (1)

10.32 Letter agreement dated August 16, 1995, setting forth the terms as a banking
facility between Celebrity Exports International Limited and The Hongkong and
Shanghai Banking Corporation Limited. (11)

10.33 General Security Agreement Relating to Goods, dated April 30, 1984, between
Celebrity Exports International Limited and The Hongkong and Shanghai Banking
Corporation Limited. (1)

10.34 Form of Guarantee by Limited Company executed by Registrant in favor of the Hongkong
and Shanghai Banking Corporation Limited. (11)

10.35 Commitment of Celebrity Exports International Limited to maintain a net worth of
HK$30,000,000. (11)

10.36 Employment Agreement dated November 17, 1993, between The Cluett Corporation and
Robert C. Welles, Jr. (2)

10.37 Employment Agreement dated February 7, 1995, between India Exotics, Inc. and
Surendra Khokha. (7)

10.38 Letter Agreement dated June 20, 1996, amending the Employment Agreement dated
February 7, 1995, between India Exotics, Inc. and Surendra Khokha. (13)

10.39 Employment Agreement dated February 7, 1995, between India Exotics, Inc. and Meena
Khokha. (7)

10.40 Letter Agreement dated June 20, 1996, amending the Employment Agreement dated
February 7, 1995, between India Exotics, Inc. and Meena Khokha. (13)

Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----

10.41 Noncompetition Agreement dated November 17, 1993, between Registrant and James N.
Gammill, III. (2)

10.42 Noncompetition Agreement dated February 7, 1995, among India Exotics, Inc., Surendra
Khokha, Rajneesh Khokha, Asheesh Khokha and Meena Khokha. (7)

10.43 Promissory Note of India Exotics, Inc., a Texas corporation, guaranteed by
Registrant, dated February 7, 1995, payable to the order of India Exotics, Inc., a
Missouri corporation. (7)

10.44 First Amendment to Promissory Note dated June 20, 1996, amending the Promissory Note
of India Exotics, Inc., a Texas corporation, guaranteed by Registrant, dated
February 7, 1995, payable to the order of India Exotics, Inc., a Missouri
corporation. (13)

10.45 Promissory Note of India Exotics, Inc., a Missouri corporation, guaranteed by
Registrant, dated February 7, 1995, in the principal amount of $1,800,000 payable to
the order of Surendra Khokha and his successors, trustees of the Surendra K. Khokha
Revocable Trust, dated July 18, 1985. (7)

10.46 Form of Indemnity Agreement. (1)

10.47 Amended and Restated 1992 Stock Option Plan. (3)

10.48 Amended and Restated 1993 Employee Stock Purchase Plan. (7)

10.49 1997 Employee Bonus Plan. (13)

27.1 Financial Data Schedule. (14)

(10) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1995, and incorporated
herein by reference.
(11) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-Q for the quarter ended September 30, 1995, and incorporated
herein by reference.
(12) Previously filed as an exhibit to the Registrants's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996, and incorporated
herein by reference.
(13) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996, and incorporated
herein by reference.
(14) Filed herewith.