1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A

(Mark One)

[x] Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the fiscal year ended February 3, 2001

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

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required)

For the transition period from ______________ to ______________

Commission file number: 0-21597

MAZEL STORES, INC.
(Exact name of Registrant in its charter)

Ohio 34-1830097
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

31000 Aurora Road
Solon, Ohio 44139
(Address of Principal Executive Offices)(Zip Code)
Issuer's Telephone Number, Including Area Code: (440) 248-5200

Securities registered under Section 12(b) of the Exchange Act: N/A
Securities registered under Section 12(g) of the Exchange Act: Common Stock, no
par value.

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes _X_ No ___

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K/A
or any amendment to this Form 10-K/A. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
Registrant was approximately $7,703,906 at April 30, 2001. The number of common
shares outstanding at April 30, 2001 was 9,141,798.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the
Directors and executive officers of the Company as of May 29, 2001.

NAME AGE PRINCIPAL OCCUPATION PAST FIVE YEARS, DIRECTOR TERM
- ---- --- OTHER DIRECTORSHIPS SINCE EXPIRING
------------------- ----- --------

Charles Bilezikian 64 President of Christmas Tree Shops, Inc., a New 1997 2001
England-based specialty retailer of housewares and
gourmet foods since 1971.

Brady Churches 42 President of the Company since November 1996 1996 2001
having served as President - Retail from
August 1995 until such date.

Reuven D. Dessler 53 Chairman of the Board of the Company since 1996 2002
November 1996 and its Chief Executive Officer from
November 1996 to May 2001. Mr. Dessler co-founded
the Company in 1975 and served as its President
until November 1996.

Peter J. Hayes 58 Chief Executive Officer of the Company since May 2001 2003
2001. From October 1999 until May 2001, Mr. Hayes
was President of Sales of RetailExchange.com,
Inc., an internet B2B exchange; and from September
1995 to October 1999, he was President and founder
of Lemax Hong Kong Ltd., a manufacturer and
importer of household ceramic products and
citronella candles.

Robert Horne 42 Principal of ZS Fund, L.P., a private investment 1996 2001
firm, for over five years.

Jacob Koval 53 Executive Vice President - Wholesale of the 1996 2003
Company for over five years. Mr. Koval co-founded
the Company in 1975.

Mark Miller 48 President of RedTagBiz.com and Chief Merchandising 1999 2002
Officer of Boom Buy, Inc. since 2000. Previously,
Mr. Miller held senior management positions for
Value City Department Stores, Consolidated Stores
Corporation, and MacFrugal's Bargain Closeout's
Inc.

William A. Shenk 58 A private investor. Mr. Shenk served as an 2001 2002
attorney in Columbus and Atlanta, and previously
as Vice President and General Counsel for
Consolidated Stores Corporation.

Ned L. Sherwood 51 Principal of ZS Fund L.P., a private investment 1996 2002
firm, for over five years. Mr. Sherwood is
currently a member of the Board of Directors of

Kaye Group, Inc.

Jerry Sommers 50 Executive Vice President - Retail of the Company 1996 2003
for over five years.

Susan Atkinson (1) 50 Senior Vice President - Chief Financial Officer N/A
and Treasurer for more than five years.

- -------
(1) Ms. Atkinson's employment with the Company will cease June 15, 2001.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company with respect to its most recent fiscal year and Form 5
and amendments thereto furnished to the Company with respect to its most recent
fiscal year, and written representations from reporting persons that no Form 5
was required, the Company believes that during the fiscal year ended February 3,
2001, all filing requirements applicable to its executive officers and Directors
were met.

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS' COMPENSATION

The following table sets forth certain information with
respect to the compensation earned during the fiscal years ended February 3,
2001, January 29, 2000, and January 30, 1999 respectively, by the Chief
Executive Officer and certain other named executive officers of the Company:

SUMMARY COMPENSATION TABLE

Name and Fiscal Annual Compensation Option All Other
Principal Position Year Salary Bonus Awards(#) Compensation
- ------------------ ---- ------ ----- -------- ------------

Reuven D. Dessler 2000 $ 491,394 $ - 54,000 $1,962
Chief Executive Officer 1999 466,220 187,451 - 1,334
1998 458,945 - - 1,231

Brady Churches 2000 441,252 - 22,000 1,703
President 1999 401,293 104,438 - 2,998
1998 394,531 - - 2,677

Jacob Koval 2000 267,676 - 30,600 441
Executive Vice President - 1999 247,456 75,182 - 897
Wholesale 1998 246,088 - - 890

Jerry Sommers 2000 327,950 - 23,000 904
Executive Vice President - 1999 299,139 78,440 - 2,244
Retail 1998 290,952 - 15,000 1,999

Susan Atkinson 2000 215,144 - 20,500 32
Senior Vice President - 1999 208,741 32,200 - 520
Chief Financial Officer and 1998 150,337 - 10,000 1,128
Treasurer

STOCK OPTION GRANTS IN FISCAL 2000

The following were stock option grants by the Company to executive
officers during the fiscal year ended February 3, 2001.

Number of % of Total (c)
Securities Options Potential Realizable Value at
Underlying Granted to Exercise or Assumed Annual Rates of Stock
Options Employees Base Price Expiration Price Appreciation for Option Term
Name Granted (#) In Fiscal 2000 ($/Share) Date 5% ($) 10% ($)
---- ----------- -------------- --------- ---- ------ -------

Reuven Dessler 54,000 (a) 9.8 $9.25 03-14-10 $107,645 $231,818
Brady Churches 22,000 (a) 4.0 9.25 03-14-10 43,856 94,444
Jacob Koval 30,600 (a) 5.6 9.25 03-14-10 96,264 218,390
Jerry Sommers 23,000 (a) 4.2 9.25 03-14-10 133,797 339,069
Sue Atkinson 10,500 (a) 1.9 9.25 03-14-10 61,081 154,792
10,000 (b) 1.8 2.50 12-21-10 15,722 39,844

(a) Options are exercisable upon vesting 20% each year, commencing in March,
2001.
(b) Options are exercisable upon vesting 50% commencing in December, 2001, and
10% for each year thereafter.
(c) The potential realizable value that might be recognized upon the exercise of
the options immediately prior to the expiration of their term, assuming the
specified compounded rates of appreciation over the term of the option.
Shareholders of the Company, as a group, would realize $9,354,208 and
$23,705,399 at assumed annual rates of appreciation of 5% and 10%, respectively,
over the ten-year life of the options. There can be no assurance that the
amounts reflected in this table will be achieved.

AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND FISCAL YEAR-END OPTION VALUES

The following table summarizes the fiscal year-end value of unexercised
options for each of the executive officers identified in the Summary
Compensation Table. No options were exercised by any executive officer in fiscal
2000.

Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at February 3, 2001 (#) at February 2, 2001 ($)(1)
----------------------- --------------------------

Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Reuven Dessler 60,000 69,000 $ 0 $0
Brady Churches 80,000 42,000 0 0
Jacob Koval 24,000 36,600 0 0
Jerry Sommers 86,000 52,000 0 0
Susan Atkinson 28,000 32,500 0 0

(1) The closing price of Mazel Stores, Inc. Common Shares on February 2,
2001, the last trading day prior to the fiscal year end, was $2.50.

COMPENSATION OF DIRECTORS

The Company pays each outside Director a fee of $15,000 for attendance
at four meetings per year, together with reimbursement of out-of-pocket expenses
incurred in connection with the Directors' attendance at such meetings. In
addition, each outside Director receives $1,500 per meeting for each meeting
attended in excess of four per year. No additional compensation is to be paid
for committee meetings held on the same day as a Board of Directors' meeting.
Officers of the Company who are also Directors will receive no additional
compensation for serving as Directors.

EMPLOYMENT ARRANGEMENTS

Peter J. Hayes entered into a three-year employment agreement effective
May 7, 2001 providing him an annual base salary of $550,000 (subject to annual
cost of living adjustments). Mr. Hayes is entitled to receive an annual bonus of
up to $250,000 per year, subject to the Company achieving pre-determined annual
performance target, with a minimum fiscal 2001 bonus of $100,000. Under the
employment agreement, Mr. Hayes received ten-year stock options for 500,000
Common Shares at an exercise price of $2.60; the options vest in 20% annual
increments commencing May 2002. Mr. Hayes is entitled to one year's salary in
the event of his termination without cause. He is also receiving $55,000 to
cover the relocation costs of his family.

Brady Churches has an employment agreement terminating on August 31, 2003
providing him a current annual base salary of $513,161 (subject to annual
cost-of-living adjustments). Mr. Churches is entitled to receive an annual bonus
up to 50.0% of his annual base salary, subject to the Company achieving
pre-determined annual performance targets. Under his agreement, Mr. Churches is
entitled to two-years' salary and bonus in the event of termination of his
employment without cause or in the event he elects to terminate employment
following a change in control.

Jerry Sommers has an employment agreement terminating on August 31, 2003
providing him a current annual base salary of $384,871 (subject to annual
cost-of-living adjustments). Mr. Sommers is entitled to receive an annual bonus
up to 50.0% of his annual base salary, subject to the Company achieving
pre-determined annual performance targets. Mr. Sommers is entitled to receive
two-years' salary and bonus in the event of termination of his employment
without cause or in the event he elects to terminate employment following a
change in control.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is generally
responsible for determining the nature and amount of compensation for executive
officers. All decisions by the Compensation Committee are reviewed and approved
by the full Board of Directors. The Compensation Committee met once in fiscal
2000.

The Company's compensation philosophy ties a significant portion of
executive compensation to the Company's success in meeting specified profit
growth and performance goals and to appreciation in the Company's stock price.
The Company's compensation objectives include attracting and retaining the best
possible executive talent, motivating executive officers to achieve the
Company's performance objectives, rewarding individual performance and
contributions, and linking executive and shareholder interests through
equity-based plans.

The Company's executive compensation consists of three key components:
base salary, annual bonus and stock options and restricted stock awards, each of
which is intended to complement the others and, taken together, to satisfy the
Company's compensation objectives.

BASE SALARY. The Company has historically had employment agreements
with each of the Company's executive officers. These agreements set forth annual
salaries for the executives that were established through negotiations with the
officers, giving consideration to the salaries of executives of other growth
retailers of similar size. New agreements were negotiated in 2000 for Messrs.
Churches and Sommers.

ANNUAL BONUS. The Company has established a management incentive bonus
plan that bases an executive's annual bonus on specified profit growth and
performance goals and to appreciation in the Company's stock price established
by the Compensation Committee at the beginning of the fiscal year. The plan
provided for graduated bonus payments dependent on the percentage of the
targeted goals achieved. Inasmuch as the targeted goals for fiscal 2000 were not
fully achieved, no bonuses were paid under the plan.

STOCK-RELATED COMPENSATION. The Compensation Committee believes that
equity-based compensation ensures that the Company's executives have a
continuing stake in the long-term success of the Company. Stock option awards
contain vesting provisions that ensures the executives have a financial
incentive to remain with the Company during the vesting period and beyond. In
determining the size of option awards, the Committee looks at several
measurements, including the value of options awarded to individuals in
comparable position in peer group companies, individual and Company performance
against plan, the number of shares and options currently held by the officer and
the relative proportion of long-term incentives within the total compensation
mix. An aggregate of 140,100 stock options were awarded to executives in March
2000, and 10,000 stock options were awarded in December 2000.

COMPENSATION OF CHIEF EXECUTIVE OFFICER. The Committee uses the same
procedures described above for the other executive officers in setting the
annual salary, bonus, and stock-incentive awards for the Chief Executive
Officer.

COMPENSATION COMMITTEE:
Robert Horne, Chairman
Mark Miller
William A. Shenk

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the cumulative total
shareholder return on the Company's Common Shares against the cumulative total
return of the Nasdaq U.S. Composite Index and the Nasdaq Retail Trade Stock
Index from the date of the Company's IPO in November 1996 through January 2001.

The stock price performance graph below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into and filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference and shall not otherwise
be deemed filed under such Acts.

From November 29, 1996 through January 31, 2001

COMPARISON OF CUMULATIVE TOTAL RETURNS

Mazel Stores, Inc., Nasdaq Retail Trade Stock Index and Nasdaq U.S. Composite
Index

[LINE GRAPH]

- ---------------------------------------------------------------------------------------------------------------------------
11/29/96 1/31/97 1/31/98 1/31/99 1/31/00 1/31/01
- ---------------------------------------------------------------------------------------------------------------------------

Mazel Stores, Inc. $100.00 $164.06 $ 86.72 $ 95.31 $ 56.64 $15.63
- ---------------------------------------------------------------------------------------------------------------------------
Nasdaq Retail Trade $100.00 $ 97.67 $113.92 $139.68 $113.61 $88.03
Index
- ---------------------------------------------------------------------------------------------------------------------------
Nasdaq U.S. $100.00 $107.01 $126.25 $197.62 $308.85 $216.65
Composite
Index
- ---------------------------------------------------------------------------------------------------------------------------

7
8

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain current information with respect
to the beneficial ownership of the Common Shares. Unless otherwise indicated
below, the persons named below have the sole voting and investment power with
respect to the number of shares set forth opposite their names. All information
with respect to beneficial ownership has been furnished by the respective
Director, officer or 5% or greater shareholder, as the case may be.

Names and, where necessary, Number of Shares
Addresses of Beneficial Owners Beneficially Owned Percentage
- ------------------------------ ------------------ ----------

ZS Fund L.P. ...................................... 2,750,383 (1) 28.9%
54 Morris Lane, Scarsdale, NY 10583
Ned L. Sherwood ................................... 2,762,383 (2) 29.0
54 Morris Lane, Scarsdale, NY 10583
Robert Horne ...................................... 2,762,383 (2) 29.0
54 Morris Lane, Scarsdale, NY 10583
Mazel/D&K, Inc..................................... 2,058,105 (3) 21.6
31000 Aurora Road, Solon, Ohio 44139
Reuven D. Dessler.................................. 1,631,555 (4) 17.1
31000 Aurora Road, Solon, Ohio 44139
Jacob Koval........................................ 833,037 (5) 8.8
31000 Aurora Road, Solon, Ohio 44139
Dimensional Fund Advisors, Inc..................... 712,300 7.5
1299 Ocean Avenue, Santa Monica, CA 90401
William Shenk...................................... 631,758 6.6
3925 Gaffney Court, San Diego, CA 92130
Westport Asset Management.......................... 600,290 6.3
253 Riverside Avenue, Westport, CT 06880
Jerry Sommers...................................... 385,876 (6) 4.1
Brady Churches .................................... 378,404 (7) 4.0
Susan Atkinson..................................... 71,610 (8) *
Charles Bilezikian................................. 27,000 (9) *
Mark Miller........................................ 3,000 (10) *
Peter J. Hayes..................................... 0 *

All Current Directors and 6,736,623 (11) 71.0
Executive Officers of the Company (11 Persons)

* Less than one percent.

(1) The shares beneficially owned by ZS Fund L.P. include 1,992,001 shares
held by ZS Mazel L.P., 453,767 shares held by ZS Mazel II L.P., and
304,615 shares held by ZS Mazel, Inc. Messrs. Horne and Sherwood are
officers of ZS Fund L.P.

(2) Includes the shares beneficially owned by ZS Fund L.P. as officers and/or
equity owners of the entities holding such shares. Messrs. Sherwood and
Horne have voting power with respect to such shares. Except to the extent
of their equity interests in the entities holding

8
9

such shares, Messrs. Sherwood and Horne disclaim beneficial ownership
in such shares. Also includes 12,000 shares each subject to options
currently exercisable or exercisable within 60 days hereof.

(3) Mazel/D&K, Inc. is a corporation owned by Messrs. Dessler and Koval and
members of their families. Messrs. Dessler and Koval are the Directors
and officers of Mazel/D&K, Inc.

(4) Includes 1,372,304 shares owned by Mazel/D&K, Inc. for the benefit of Mr.
Dessler and family members and 70,800 shares subject to options currently
exercisable or exercisable within 60 days hereof.

(5) Includes 685,801 shares owned by Mazel/D&K, Inc. for the benefit of Mr.
Koval and family members and 30,120 shares subject to options currently
exercisable or exercisable within 60 days hereof.

(6) Includes 93,600 shares subject to options currently exercisable or
exercisable within 60 days hereof.

(7) Includes 84,400 shares subject to options currently exercisable or
exercisable within 60 days hereof.

(8) Includes 32,100 shares subject to options currently exercisable or
exercisable within 60 days hereof.

(9) Includes 12,000 shares subject to options currently exercisable or
exercisable within 60 days hereof.

(10) Includes 3,000 shares subject to options currently exercisable or
exercisable within 60 days hereof.

(11) Includes 350,020 shares subject to options currently exercisable or
exercisable within 60 days hereof.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Messrs. Dessler and Koval are partners in Aurora Road Realty
Development Company, a partnership that leases the office and warehouse facility
located in Solon, Ohio, to the Company. Messrs. Dessler and Koval own 40.0% and
6.0% interests, respectively, in such partnership. The Company made rent
payments totaling $1,930,000 pursuant to the lease for fiscal 2000. Messrs.
Dessler and Koval are also minority shareholders in entities that operate public
warehouses in which the Company periodically leases space. The Company believes
the payments under the leases are on terms no less favorable to the Company than
could be obtained from unrelated parties.

The Company's warehouse in South Plainfield, New Jersey is leased from
a limited liability company in which Messrs. Dessler and Koval own approximately
34% and 10% membership interest, respectively. Neither Mr. Dessler or Mr. Koval
is involved in the management of the lessor and the Company believes the terms
are no less favorable than could be obtained from unrelated parties.

The Company made loans to executives and other individuals in December
1996 to provide for payment of tax obligations arising from the issuance of
Common Shares to such individuals at the time of the Company's IPO. The balances
as of February 3, 2001 were $1,067,071, $752,285 and $70,152 to Mr. Dessler, Mr.
Koval and Ms. Atkinson, respectively. Such loans are to be repaid on the earlier
of five years from the effective date of the loan or thirty (30) days following
the officer's voluntary termination of employment. The Notes are subject to

9
10

prepayment in the event of the individual's sale of Common Shares, but only to
the extent of net sale proceeds. The loans bear interest at the applicable
federal rate.

Christmas Tree Shops, Inc., a New England-based retailer of which Mr.
Bilezikian is President and founder, is a customer of the Company's wholesale
division. The dollar amount of purchases by the Christmas Tree Shops is not
"material" (as defined in SEC Regulation S-K, Item 404(b)) to either the Company
or Christmas Tree Shops.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this amendment
to its Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: June 1, 2001

MAZEL STORES INC.

By: /s/ Susan Atkinson
------------------
Susan Atkinson,
Chief Financial Officer