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

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement          [_]  Soliciting Material Pursuant to
[_]  Confidential, For Use of the              SS.240.14a-11(c) or SS.240.14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials



Trend-Lines, Inc.
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                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
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1)   Title of each class of securities to which transaction applies:



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2)   Aggregate number of securities to which transaction applies:



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3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

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     [_] Fee paid previously with preliminary materials.

     [_]  Check box if any part of the fee is offset as provided by Exchange Act
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SEC 1913 (3-99)


                                TREND-LINES, INC.

                    Notice of Annual Meeting of Stockholders

                           To Be Held on July 19, 2000

                             9:00 a.m. Eastern Time

      The Annual Meeting of Stockholders  of  Trend-Lines,  Inc. will be held on
July 19, 2000 at 9:00 a.m.,  Eastern  time,  at the offices of the Company,  135
American Legion Highway, Revere, Massachusetts 02151 for the following purposes:

             1. To elect six (6) directors  to  serve  for  the ensuing year and
        until their successors are duly elected.

             2. To consider and act upon any matters incidental to the foregoing
        purpose and  any  other  matters  which may  properly  come  before  the
        Meeting or any adjourned session thereof.

     The Board of  Directors  has  fixed  June 8,  2000 as the  record  date for
determining the stockholders entitled to notice of, and to vote at, the Meeting.

     You are cordially invited to attend the Meeting.

                                    By Order of the Board of Directors

                                    Ronald L. Franklin, Assistant Clerk


Boston, Massachusetts
June 15, 2000

                             YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE MEETING,  YOU ARE URGED TO VOTE, SIGN, DATE
AND RETURN THE  ENCLOSED  PROXY AS PROMPTY AS POSSIBLE  IN THE  POSTAGE  PREPAID
ENVELOPE ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY
MAY BE  REVOKED AT ANY TIME PRIOR TO  EXERCISE  BY FILING  WITH THE CLERK OF THE
COMPANY A WRITTEN  REVOCATION,  BY  EXECUTING A PROXY WITH A LATER  DATE,  OR BY
ATTENDING AND VOTING AT THE MEETING.





                                TREND-LINES, INC.

                                 PROXY STATEMENT
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held on July 19, 2000

     This proxy  statement is furnished in connection  with the  solicitation of
proxies  by the  Board  of  Directors  of  Trend-Lines,  Inc.,  a  Massachusetts
corporation  (the  "Company"),  with  its  principal  executive  offices  at 135
American  Legion Highway,  Revere,  Massachusetts  02151,  for use at the Annual
Meeting of  Stockholders  to be held on July 27,  2000 at 9:00 a.m.,  and at any
adjournment or adjournments thereof (the "Meeting"). The enclosed proxy relating
to the Meeting is  solicited  on behalf of the Board of Directors of the Company
and the cost of such solicitation  will be borne by the Company.  It is expected
that  this  proxy  statement  and  the  accompanying  proxy  will be  mailed  to
stockholders  on or about June 15,  2000.  Certain of the  officers  and regular
employees of the Company may solicit proxies by correspondence,  telephone or in
person, without extra compensation.  The Company may also pay to banks, brokers,
nominees and certain other  fiduciaries  their reasonable  expenses  incurred in
forwarding proxy material to the beneficial owners of securities held by them.

     Only  stockholders of record at the close of business on June 8, 2000, will
be entitled  to receive  notice of, and to vote at, the  Meeting.  As of June 8,
2000,  there were  outstanding and entitled to vote 6,010,411  shares of Class A
Common Stock, $.01 par value (the "Class A Common Stock"),  and 4,641,082 shares
of Class B Common  Stock,  $.01 par value (the "Class B Common  Stock"),  of the
Company.

     The holders of Class A Common Stock are entitled to one vote per share, and
the holders of Class B Common  Stock are  entitled to ten votes per share,  with
the holders of both classes of Common Stock voting  together as a single  class.
The directors of the Company will be elected by a plurality of the votes cast.

     The enclosed proxy, if executed and returned,  will be voted as directed on
the proxy or, in the absence of such direction, for the election of the nominees
as directors.  If any other matters shall properly come before the Meeting,  the
enclosed  proxy  will be voted by the  proxies  in  accordance  with  their best
judgment.  The proxy may be revoked at any time prior to exercise by filing with
the Clerk of the Company a written revocation, by executing a proxy with a later
date, or by attending and voting at the Meeting.

     The  Company's  Annual  Report to  Stockholders  for the fiscal  year ended
February 26, 2000,  including  financial  statements  audited by Arthur Andersen
LLP, is being mailed to each of the stockholders  simultaneously with this proxy
statement.





                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

     At the  Meeting,  six  directors  are to be elected to serve until the 2001
Annual Meeting of Stockholders and until their  respective  successors have been
duly elected and qualified. The persons listed below in the following table have
been nominated by the Board of Directors for election as directors.

     All nominees are currently directors of the Company and all were elected by
the  stockholders  at the last Annual Meeting except for Walter S. Spokowski who
was elected by the Board of  Directors  in October 1999 to fill a vacancy on the
Board.  It is the  intention  of the  persons  named as  proxies to vote for the
election  of the  nominees.  In the  unanticipated  event that any such  nominee
should be unable to serve,  the persons named as proxies will vote the proxy for
such  substitutes,  if any,  as the  Nominating  Committee  may  designate.  The
nominees have not been nominated  pursuant to any  arrangement or  understanding
with any person.

     The  following  table sets forth  certain  information  with respect to the
nominees.
                                                                DIRECTOR
NAME                      AGE   POSITION                        SINCE
- ----                      ---   --------                        --------

Stanley D. Black (1)(2)   63    Chairman of the Board and Chief  1981
                                Executive Officer
Richard Griner (2)        56    President and Chief Operating    1996
                                Officer and Director
Ronald L. Franklin (3)    54    Executive Vice President,        1994
                                Chief Financial Officer and
                                Director
Walter S. Spokowski       43    Executive Vice President,        1999
                                Merchandising and Director
Richard A. Mandell (3)    58    Director                         1995
Irwin W. Winter (1) (3)   66    Director                         1997

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

(1)   Member of the Company's Compensation and Stock Option Committee.
(2)   Member of the Company's Nominating Committee.
(3)   Member of the Company's Audit Committee.


     Stanley D. Black,  founder of the  Company,  has served as Chief  Executive
Officer  and  Chairman  of the  Board of  Directors  of the  Company  since  its
organization in 1981.

     Richard  Griner,  a Director of the Company since  October  1996,  has been
President and Chief  Executive  Officer  since October 1996.  From March 1995 to
September 1996, Mr. Griner was retired.  For more than five years prior to March
1995, Mr. Griner was Senior Vice President of Store Operations for Family Dollar
Stores.  Prior to joining  Family Dollar Stores in 1986, Mr. Griner was Division
Manager of Southland Corporation.

     Ronald L.  Franklin,  a Director  of the Company  since May 1994,  has been
Executive Vice President,  Finance and Chief Financial Officer since April 2000.
He served as Vice  President,  Finance  from March 1987 until April  2000.  From
February  1985 until  March  1987,  Mr.  Franklin  served as  Controller  of the
Company, and he has also served as Treasurer since April, 1994.

     Walter S. Spokowski, a Director of the Company since October 1999, has been
Executive  Vice  President,  Merchandising  since  March 1997 when he joined the
Company.  For more than five years prior to joining the Company,  Mr.  Spokowski
was Divisional  Merchandising  Manager for the Southeast Division of Home Depot,
Inc.

     Richard A.  Mandell,  a Director of the Company  since  October  1995, is a
private  investor.  From January 1996 to February  1998,  Mr. Mandell was a Vice
President  -- Private  Investments  of Clariden  Asset  Management  (NY) Inc., a
subsidiary of Clariden  Bank, a private  Swiss bank.  From 1982 until June 1995,
Mr. Mandell served as a Managing Director of Prudential Securities Incorporated,
an investment banking firm. Mr. Mandell is also a director of Sbarro,  Inc., USA
Detergents, Inc. and Shells Seafood Restaurants, Inc.

     Irwin W. Winter,  a Director of the Company since January 1997,  has, until
April 1999,  been  Executive Vice  President and Chief  Financial  Officer and a
director of Phillips  Van Heusen  Corp.,  a  wholesaler  and retailer of branded
apparel since 1987. Since April 1999, Mr. Winter has been retired.

     The  address of each person  named in the table  above is c/o  Trend-Lines,
Inc., 135 American Legion Highway, Revere, Massachusetts 02151.


Meetings of the Board of Directors and Committees

     The Board of Directors of the Company held four meetings  during the fiscal
year  ended  February  26,  2000.  Each  director  attended  at least 75% of the
aggregate  number of all meetings of the Board of Directors  and  committees  of
which they were members during such fiscal year.

     Audit Committee.  The Board of Directors has an Audit Committee,  formed in
July 1994,  currently  composed  of Messrs.  Mandell,  Winter and  Franklin.  In
accordance with the applicable Nasdaq  Marketplace Rule (as approved by the SEC)
related to the structure and composition of audit committees of companies listed
on  Nasdaq,  the  Company  recently  adopted a formal  written  Audit  Committee
Charter. The Audit Committee Charter specifies that the principal purpose of the
Audit  Committee  is  to  assist  the  Board  of  Directors  in  fulfilling  its
responsibility  to  oversee  management's  conduct  of the  Company's  financial
reporting  process,  including  by  reviewing  the  financial  reports and other
financial information provided by the Company, the Company's systems of internal
accounting and financial controls, and the annual independent audit process. The
Board and the  Committee  have the  ultimate  authority  and  responsibility  to
select, evaluate and, where appropriate,  replace the outside auditor. The Audit
Committee is responsible for overseeing the independence of the outside auditor.
The Audit Committee met twice in fiscal 1999.

     Compensation and Stock Option Committee.  Until July 19, 1995, the Board of
Directors  had a  Compensation  Committee,  formed in July 1994,  and a separate
Stock  Option  committee,  formed  in  September  1993.  On July 19,  1995,  the
Company's Compensation Committee and Stock Option Committee were combined into a
single   Compensation  and  Stock  Option   Committee.   The  functions  of  the
Compensation  and Stock  Option  Committee  include the review of  existing  and
proposed employment  arrangements and the making of recommendations to the Board
of  Directors  with  respect  to all forms of  remuneration  to any  officer  or
director  of  the  Company.  This  Committee  is  also  responsible  for  making
determinations  with  respect to all  matters  pertaining  to the grant of stock
options  under the  Company's  stock option plans.  The  Compensation  and Stock
Option Committee,  currently composed of Messrs.  Black and Winter, did not meet
separately in fiscal 1999, and its functions were undertaken  during the regular
Board Meetings.

     Nominating  Committee.  The Board of Directors has a Nominating  Committee,
formed in May 1994, which was composed of Messrs. Black and Griner during fiscal
1999.  The  Nominating  Committee  is  responsible  for  recommending   director
nominees,  Board of Director  committee  members and  non-management  directors'
compensation to the Board of Directors. The Nominating Committee does not have a
procedure to consider nominees recommended by  security-holders.  The Nominating
Committee  did not meet during  fiscal 1999 and its  functions  were  undertaken
directly by the Board of Directors of the Company during fiscal 1999.

Compensation of Directors

     Directors who are not full-time  employees of the Company  receive a fee of
$2,000 for each Board meeting. Directors are also entitled to an annual retainer
of $5,000,  payable in 50% installments in January and July.  Directors are also
entitled to receive  reimbursement  for traveling costs and other  out-of-pocket
expenses  incurred  in  attending  Board  meetings.  Directors  who are not also
employees  of the Company are  eligible to  participate  in the  Company's  1994
Non-Qualified   Stock  Option  Plan  for   Non-Employee   Directors  (the  "1994
Non-Qualified  Stock Option  Plan").  Non-employee  directors are  automatically
granted options to purchase 7,500 shares of Class A Common Stock pursuant to the
1994 Non-Qualified Stock Option Plan upon becoming a director, which options are
subject to vesting  three  years  after date of grant and expire ten years after
date of grant,  and options to  purchase  1,000  additional  shares in each year
thereafter based upon the formula provisions of such Plan.

Indemnification Agreements

     The Company has entered into  indemnification  agreements  with each of its
directors and  anticipates  that it will enter into similar  agreements with any
future directors.  Generally, the indemnification  agreements attempt to provide
the  maximum   protection   permitted  by  Massachusetts  law  with  respect  to
indemnification of directors.

     The  indemnification  agreements  provide that the Company will pay certain
amounts  incurred by a director in connection  with any civil or criminal action
or  proceeding  and  specifically  including  actions  by or in the  name of the
Company  (derivative  suits) where the individual's  involvement is by reason of
the fact that he is or was a  director.  Such  amounts  include,  to the maximum
extent permitted by law,  attorney's fees,  judgments,  civil or criminal fines,
settlement amounts,  and other expenses  customarily incurred in connection with
legal proceedings.  Under the  indemnification  agreements,  a director will not
receive  indemnification unless he is found to have acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Company.

Security Ownership

     To  the  Company's  knowledge,  the  following  table  sets  forth  certain
information as of February 26, 2000 with respect to the beneficial  ownership of
the Company's  Class A Common Stock and Class B Common Stock by each nominee for
director,  each named executive office in the Summary  Compensation  Table under
"Executive Compensation" below, all directors and executive officers as a group,
and each person known by the Company to be the beneficial owner of 5% or more of
the Company's Class A Common Stock or Class B Common Stock.  Except as otherwise
indicated below, each owner has sole voting and investment power with respect to
the shares of Class A Common Stock and Class B Common Stock listed.

Class A Common Stock
Name and Address of
Beneficial Owner (1)       Shares Beneficially        Percent of Class
                                  Owned


Stanley D. Black (2)(3)          4,124,119                  41.35%
Emilia F. Black (2)(4)           2,409,609                  29.03%
Robert Fleming, Inc. (5)           727,480                  12.1%
Dimensional Fund                   383,050                   6.37%
Richard Griner (7)                  50,000                     *
Ronald L. Franklin (7)             113,163                   1.8%
Walter S. Spokowski (7)              7,000                     *
Jayne Pendergast                         0                     *
Richard A. Mandell (8)              16,500                     *
Irwin W. Winter (10)                 7,500                     *
All directors and                4,318,282                  42.5%
executive officers as a
group (7 persons)


Class B Common Stock
Name and Address of
Beneficial Owner (1)        Shares Beneficially       Percent of Class
                                   Owned

Stanley D. Black (3)             3,963,383                  85.4%
Emilia F. Black (4)              2,288,873                  49.3%
All directors and
executive officers as a          3,963,383                  85.4%
group (7 persons)

- -----------------------------
* Less than 1% of the outstanding Class A Common Stock.

(1)  Except as otherwise  indicated  below, the mailing address of each owner is
     c/o Trend-Lines,  Inc., 135 American Legion Highway, Revere,  Massachusetts
     02151.

(2)  Includes  shares of Class B Common Stock which are  convertible at any time
     into Class A Common Stock on a share-for-share basis.

(3)  Of the 4,124,119 shares of Class A Common Stock deemed  beneficially  owned
     by Stanley D. Black,  he has the right to acquire  3,963,383 of such shares
     upon  conversion  of shares of Class B Common  Stock of the  Company  as to
     which  Mr.  Black  may be  deemed  to be the  beneficial  owner,  which are
     convertible  at any time  into  Class A Common  Stock on a one to one share
     basis.

     The shares  deemed  beneficially  owned by Mr.  Black are held of record by
     certain  trusts of which he is a  trustee,  beneficiary  or  settlor  and a
     limited partnership of which Mr. Black is a general partner.

     Of the 4,124,119 shares of Class A Common Stock deemed  beneficially  owned
     by Mr. Black,  he has the sole voting and investment  power with respect to
     2,694,302 shares of Class A Common Stock deemed beneficially owned by him.

     Of the 4,124,119 shares of Class A Common Stock deemed  beneficially  owned
     by Mr. Black,  he does not have voting or investment  power with respect to
     241,317  shares of Class A Common Stock,  but has the right to acquire such
     shares in his capacity as settlor of a certain trust.

     Mr.  Black  shares  voting and  investment  power with respect to 1,188,500
     shares of Class A Common Stock.

     Except for 241,317  shares of Class A Common  Stock,  Mr.  Black  disclaims
     beneficial  ownership as to 2,288,873 shares of Class A Common Stock deemed
     beneficially owned by Mr. Black's spouse.

(4)  Of the 2,409,609 shares of Class A Common Stock deemed  beneficially  owned
     by Emilia F.  Black,  she has the right to acquire  2,288,873  shares  upon
     conversion  of such  shares of Class B Common  Stock of the  Company  as to
     which she may be deemed to be the beneficial  owner,  which are convertible
     at any time into Class A Common Stock on a one to one share basis.

     The shares deemed  beneficially  owned by Mrs.  Black are held of record by
     certain  trusts of which she is a trustee,  beneficiary  or  settlor  and a
     limited partnership of which Mrs. Black is a general partner.

     Of the 2,409,609 shares of Class A Common Stock deemed  beneficially  owned
     by Mrs. Black, she has the sole voting and investment power with respect to
     919,016 shares of Class A Common Stock deemed beneficially owned by her.

     Of the 2,409,609 shares of Class A Common Stock deemed  beneficially  owned
     by Mrs. Black, she does not have voting or investment power with respect to
     226,317  shares of Class A Common Stock,  but has the right to acquire such
     shares in her capacity as settlor of certain trusts.

     Mrs.  Black shares  voting and  investment  power with respect to 1,188,500
     shares of Class A Common Stock.

     Except for 226,317  shares of Class A Common Stock,  Mrs.  Black  disclaims
     beneficial  ownership as to 4,124,119 shares of Class A Common Stock deemed
     beneficially owned by Mrs. Black's spouse.

(5)  According  to a Schedule  13G/A,  dated  February  9, 2000,  filed with the
     Securities and Exchange  Commission (the  "Commission")  by Robert Fleming,
     Inc.  ("Fleming"),  Fleming was the  beneficial  owner of 727,480 shares of
     Class A Common Stock and that it has shared voting and  dispositive  powers
     with respect to such shares of Class A Common Stock held by it. The mailing
     address of the Fleming is 320 Park Avenue, 11th Floor, New York, NY 10022.

(6)  According  to a  Schedule  13G,  dated  February  3,  2000,  filed with the
     Commission by Dimensional Fund Advisors Inc.("DFA"),  an investment adviser
     registered  under Section 203 of the  Investment  Advisers Act of 1940, DFA
     was the  beneficial  owner of 383,050  shares of Class A Common Stock as to
     which DFA held sole dispositive power.  According to such Schedule 13G, DFA
     furnishes  investment advice to four investment  companies registered under
     the  Investment  Company Act of 1940,  and serves as investment  manager to
     certain  other  investment  vehicles  (collectively  with  such  investment
     companies, the "Portfolios").  In such roles, DFA possesses both voting and
     dispositive  power over these  shares.  The mailing  address of DFA is 1299
     Ocean Avenue, 11th Floor, Santa Monica, CA 90401.

(7)  Includes the following shares subject to currently exercisable options: Mr.
     Griner - 50,000;  Mr. Spokowski - 5,000; Mr. Franklin - 113,153 shares; all
     other executive officers as a group - 0 shares.

(8)  Includes  6,000 shares of Class A Common Stock owned jointly by Mr. Mandell
     and his spouse and includes 10,500 shares subject to currently  exercisable
     options held by Mr. Mandell.

(9)  Includes 2,000 shares of Class A Common Stock owned by Mr. Spokowski.

(10) Includes 7,500 shares subject to currently  exercisable options held by Mr.
     Winter.


Executive Compensation

     The following Summary Compensation Table sets forth the annual compensation
paid by the Company to its Chief Executive  Officer and the Company's four other
most highly compensated  executive officers (the "Named Executive Officers") for
services rendered to the Company in fiscal 1997, 1998 and 1999.






                           Summary Compensation Table
                               Annual Compensation

                                                          Long Term
                                                          Compensation
                                                          Awards;
                        Fiscal                            Securities     All
                        Year                              Underlying     Other
                        Ended     Salary ($)  Bonus ($)   Options        Compensation ($)(1)
                        -----     ----------  ---------   -------        ------------------
                                                       
Stanley D. Black,       2/26/00   349,175     0           0              0
Chairman of the Board,  2/27/99   338,812     0           0              2,575
and Chief Executive     2/28/98   311,482     0           0              2,785
Officer

Richard Griner,         2/26/00   261,214     0           0              7,832
President and Chief     2/27/99   257,500     0           0              7,725
Operating Officer       2/28/98   253,606     0           0                594

Walter S. Spokowski     2/26/00   142,019     0           10,000         1,958
Executive Vice          2/27/99   138,313     9,375       0              1,896
President,              2/28/98   123,130     0           20,000         1,790
Merchandising

Ronald L. Franklin,     2/26/00   125,648     0           0              3,755
Executive Vice          2/27/99   113,670     0           3,050          2,750
President, Finance,     2/28/98   108,680     0           0              4,045
Chief Financial Officer

Jayne Pendergast,       2/26/00   111,442     2,000       0              2,101
Vice President,         2/27/99    77,212     0           10,000         0
Information             2/28/98   --          --          --             --
Systems (2)


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

(1)  These  amounts  represent  contributions  by the  Company to the  Company's
     401(k)  Plan for the  benefit  of the  named  executive  officers.
(2)  Ms.  Pendergast's annual salary is $108,000.  Ms.  Pendergast's  employment
     began in June 1998.

     Mr.  Black has not been  granted  any  options to  purchase  the  Company's
securities under the Company's stock option plans.

Stock Option Plans

     No options  were  granted  to any of the named  Executive  Officers  in the
fiscal year ended February 26, 2000,  except  for10,000  options  granted to Mr.
Spokowski.  The following table sets forth certain  information  with respect to
the aggregate number and value of options exercised and exercisable by the Named
Executive Officers during such fiscal year.




                    AGGREGATED EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUE

                                        Number of
                                        Shares of Common           Value of
                   Shares               Stock Underlying           Unexercised In the
Name and           Acquired             Unexercised Options        Money
Principal          on         Value     at 5/15/00                 Option at 5/15/00(1)
Position           Exercise   Realized  Exercisable/Unexercisable  Exercisable/Unexercisable
- ---------          --------   --------  -------------------------  -------------------------
                                                        
Stanley D. Black,
Chairman of the
Board and Chief
Executive Officer    0         $0         0                         $0/$0

Richard Griner,
President and
Chief Operating
Officer              0          0         50,000/50,000              0/0

Walter S.
Spokowski,
Executive Vice
President,
Merchandising        0          0         5,000/25,000               0/0

Ronald L.
Franklin,
Executive Vice
President,
Finance and
Chief Financial
Officer              0          0         113,163/2,287              0/0

Jayne
Pendergast,
Vice
President,
Information
Systems              0          0         0/10,000                   0/0


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

(1)  Based upon the closing price of the  Company's  Common Stock on May 9, 2000
     on the  Nasdaq  National  Market of $1.375  per share  less the  respective
     option exercise price.



Employment Contracts

     The Company and Mr.  Griner are parties to an  employment  agreement  under
which Mr. Griner is entitled to an annual salary of $250,000, payable bi-weekly.
The  employment  agreement  may be  terminated by either party at any time under
certain  circumstances.  If Mr. Griner's employment is terminated by the Company
for other than  "cause," the Company will be obligated to continue Mr.  Griner's
salary payments for six months.

     None of the  Company's  other Named  Executive  Officers has  employment or
severance arrangements with the Company.

Compensation Committee Interlocks and Insider Participation

     As  described  above,  until July 19, 1995,  the Board of  Directors  had a
separate  Compensation  Committee and Stock Option Committee.  On July 19, 1995,
the  Compensation  Committee and the Stock Option Committee were combined into a
single  Compensation  and Stock Option  Committee.  The  Compensation  and Stock
Option Committee is responsible for reviewing  existing and proposed  employment
arrangements and management compensation standards and practices, and for making
recommendations  to  the  Board  of  Directors  with  respect  to all  forms  of
remuneration to any officer or director of the Company, including determinations
with respect to all matters  pertaining  to the grant of stock options under the
Company's  stock option plans.  No member of the  Compensation  and Stock Option
Committee is eligible to receive options under the Employee Plan.  During fiscal
2000, the Compensation and Stock Option Committee was composed of Messrs.  Black
and Winter. Except for Mr. Black, no member of the Compensation and Stock Option
Committee is a former or current officer or employee of the Company.

Compensation and Stock Option Committee Report

     The primary  objectives of the  Compensation  and Stock Option Committee in
developing executive  compensation policies are to attract,  motivate and retain
superior talent to enable the Company to achieve its business  objectives and to
align the financial interests of its executive officers with the stockholders of
the Company.

     The  compensation  of  executive   officers  consists   primarily  of  base
compensation,  the grant of options under the Employee Plan and participation in
benefit plans generally  available to employees.  In setting  compensation,  the
Compensation  and Stock Option Committee  strives to maintain base  compensation
for the Company's  executive officers at levels which the Committee believes are
competitive with the compensation of comparable  executive officers in similarly
situated  companies,  while  relying  upon stock  options or, in the case of Mr.
Black, the Chief Executive Officer, his stock ownership,  to provide significant
performance incentives.

     Each of the executive officers, other than Mr. Black, and all employees are
eligible to receive grants of options under the 1993 Stock Option Employee Plan.
The 1993 Stock Option  Employee Plan is used to align a portion of the officer's
compensation with the  stockholders'  interests and the long term success of the
Company.  In  determining  the number of options to be granted to each executive
officer,  the Compensation and Stock Option  Committee  reviews  recommendations
provided  by Mr.  Black and makes a  subjective  determination  regarding  those
recommendations  provided  by Mr.  Black  and makes a  subjective  determination
regarding  those  recommendations  based upon the  following  criteria:  (i) the
individual  performance and position of responsibility of the executive officer,
(ii) the  number  of  options  held by the  executive  officer,  and  (iii)  the
financial  performance of the Company.  No particular  weight is given to any of
these factors,  rather each executive  officer's total  compensation  package in
light of these factors is reviewed as a whole.

     In fiscal 1999,  Mr. Black,  the Company's  Chairman of the Board and Chief
Executive Officer, received a base salary of $349,175, which was about 3% higher
than his base salary in fiscal 1998.  The Board has not conducted any surveys of
salaries of chief executive  officers,  but based upon its experience,  believes
that this  compensation  is comparable to the  compensation  of chief  executive
officers of comparable companies.

                                       Respectfully submitted,

                                       Compensation and Stock Option Committee

                                       Stanley D. Black
                                       Irwin W. Winter

Performance Graph

     The following graph compares the cumulative total stockholder return on the
Company's  Class A Common Stock with the  cumulative  total return on the Nasdaq
Stock Market Index (US Companies) and a  self-determined  peer group index, from
February  24, 1995 through  February  25,  2000,  the last trading day of fiscal
1999. The cumulative total stockholder return is based on $100 invested in Class
A Common  Stock of the Company  and in the  respective  indices on February  24,
1995, including reinvestment of dividends, stock splits and other distributions.
The stock price  performance  shown in the Performance  Graph is not necessarily
indicative of future stock price performance.



[GRAPHIC OMITTED]



                       February 24, 1995     February 25, 2000
Trend-Lines, Inc.           100.000                 19.1
Peer Group                  100.000                588.8
NSM (US Companies)          100.000                445.3

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

*    The Peer  Group  Index is  comprised  of the  following  retail  companies:
     Brookstone,  Inc. (BKST),  Building  Materials  Holding Corp.  (BMHC),  CML
     Group, Inc. (CML), Eagle Hardware and Garden,  Inc. (EAGL),  Hechinger Co.,
     Class A and B (HECH A and B), Home Depot,  Inc. (HD),  Lowes Companies Inc.
     (LOW), Michaels Stores Inc. (MIKE),  Spiegel,  Inc., Class A (SPGLA A), and
     Williams  Sonoma,  Inc. (WSM).  Each of these companies is publicly traded.
     The  returns  of  each  company  have  been  weighted  according  to  their
     respective stock market  capitalization  for purposes of arriving at a peer
     group average.





Certain Relationships and Related Transactions

     Stanley D.  Black,  Chairman  and Chief  Executive  Officer and a principal
stockholder of the Company, through a certain trust (the "Trust") of which he is
a trustee and  beneficiary,  leases to the Company  approximately  51,000 square
feet of office and  warehouse  space in  Chelsea,  Massachusetts.  The  facility
served as the former headquarters and central warehouse facility for the Company
before it moved to its current headquarters in Revere, Massachusetts. The lease,
as amended, expires in 2005 and provides for annual base rent in the approximate
amount of approximately $296,000,  payable in advance in monthly installments of
$29,600 (approximately $5.80 per square foot). Under the lease, the Company must
pay to the Trust,  in addition to base rent,  an amount equal to any increase in
the interest rate on the Trust's first  mortgage on the property and must pay to
the Trust or third  parties,  as  appropriate,  all utilities,  insurance,  real
estate  taxes,   maintenance   and  operating  costs  incurred  in  maintaining,
operating,  insuring and repairing the leased  premises.  Pursuant to the lease,
the Company paid the Trust $366,000,  $351,000 and $364,000 in fiscal 1999, 1998
and 1997,  respectively.  The lease  provides for annual  escalation of the base
rent,  equal on a percentage  basis to the increase in the Consumer Price Index,
but in no event more than 5% per year.

     During the fiscal year ended  February 26, 2000,  Mr. Black and his spouse,
who  is  also  a  principal  stockholder  of the  Company,  made  interest-free,
unsecured  demand loans to the Company in the aggregate  amount of $3.0 million.
All such loans were repaid at February 26, 2000.  The Company  expects to obtain
additional  unsecured  demand  loans from time to time from one or both of these
lenders which, if made, will be repayable without interest.

                                  OTHER MATTERS

Voting Procedures

     The votes of stockholders  present in person or represented by proxy at the
Meeting will be tabulated by an inspector of elections appointed by the Company.
The six nominees for directors of the Company who receive the greatest number of
votes  cast by  stockholders  present in person or  represented  by proxy at the
Meeting and entitled to vote  thereon will be elected  directors of the Company.
The  affirmative  vote  by the  holders  of the  combined  voting  power  of the
outstanding  shares of Class A Common  Stock and  Class B Common  Stock  (voting
together as a single class,  with the holders of Class A Common Stock having one
vote per share and the  holders  of Class B Common  Stock  having  ten votes per
share) will  determine the election of directors.  The holders of Class B Common
Stock have  advised  the Company  that they  intend to vote all their  shares of
Class B Common Stock in favor of the six nominees.  As a result,  the votes cast
by  holders of Class A Common  Stock  will have no effect on the  outcome of the
vote for the election of directors.  Abstentions  and broker  non-votes  will be
counted as present in determining whether the quorum requirement is satisfied.

Independent Auditors

     Arthur Andersen LLP audited the Company's consolidated financial statements
for the fiscal year ended February 26, 2000.  Such firm has served  continuously
as the Company's  independent  auditors since 1988. A  representative  of Arthur
Andersen  LLP  will be at the  Meeting  and  will be  available  to  respond  to
appropriate questions.

Reporting Under Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers  and  directors,  and  persons  who own more than 10% of the
Company's  Class A Common  Stock,  to file reports of  ownership  and changes in
ownership on Forms 3, 4 and 5 with the  Securities  and Exchange  Commission and
the Nasdaq Stock  Market.  Executive  officers,  directors  and greater than 10%
stockholders  are  required to furnish the Company with copies of all Forms 3, 4
and 5 they file.

     Based  solely on the  Company's  review of the  copies of such Forms it has
received and written  representations  from certain  reporting persons that they
were not  required  to file Forms 5 for  specified  fiscal  years,  the  Company
believes that all of its officers,  directors and greater than 10%  stockholders
complied  with all Section 16(a) filing  requirements  applicable to them during
the Company's fiscal year ended February 26, 2000.

Other Proposed Action

     The  Board of  Directors  knows of no  matters  which may come  before  the
Meeting  other than the election of  directors.  However,  if any other  matters
should properly be presented to the Meeting,  the persons named as proxies shall
have discretionary  authority to vote the shares represented by the accompanying
proxy in accordance with their own judgment.

Stockholder Proposals

     Proposals which stockholders intend to present at the Company's 2001 Annual
Meeting  of  Stockholders  and  wish to have  included  in the  Company's  proxy
materials must be received by the Company no later than February 9, 2001.

Incorporation by Reference

     To the extent that this Proxy  Statement  has been or will be  specifically
incorporated  by reference  into any filing by the Company under the  Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement  entitled  "Compensation  Committee  Report" and
"Performance  Graph"  shall  not  be  deemed  to  be  so  incorporated,   unless
specifically otherwise provided in any such filing.

Annual Report on Form 10-K

     Copies of the  Company's  Annual  Report on Form 10-K for the  fiscal  year
ended February 26, 2000, as filed with the  Securities  and Exchange  Commission
are available to stockholders  without charge upon request  addressed to Stanley
D. Black, Chairman,  Trend-Lines,  Inc., at 135 American Legion Highway, Revere,
Massachusetts 02151.

     IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,  STOCKHOLDERS
ARE URGED TO FILL IN,  SIGN AND  RETURN  THE  ACCOMPANYING  FORM OF PROXY IN THE
ENCLOSED ENVELOPE.

                                                TREND-LINES INC.


June 15, 2000                                   ____________________________


     The 1999 Annual Report to  Stockholders  for the fiscal year ended February
26, 2000 is being mailed to stockholders together with this Proxy Statement. The
Annual  Report does not form any part of the  material for the  solicitation  of
proxies.