SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): March 1, 1999


                                TREND-LINES, INC.
                     ......................................
             (Exact name of registrant as specified in its charter)


            Massachusetts             0-24390                04-2722797
(State or other jurisdiction   (Commission file number)   (I.R.S. Employer
of incorporation or                                       Identification Number)
 organization)



            135 American Legion Highway, Revere. Massachusetts 02151
                (Address of principal executive office) (Zip Code)



      (Registrant's telephone number, including area code): (617) 853-0900







Item 5 - Other Events

         On February 12, 1999,  Trend-Lines,  Inc. (the  "Registrant")  issued a
press  release  announcing  that it had entered  into a tentative  agreement  to
consolidate  its  outstanding  credit  obligations.  On February 23,  1999,  the
Registrant entered into an Amended and Restated Loan and Security Agreement (the
"Loan Agreement") with its principal lender,  BankAmerica  Business Credit, Inc.
(the  "Agent"),  as  agent  for the  financial  institutions  named  in the Loan
Agreement.  The  operative  terms of the Loan  Agreement  obligate  the Agent to
maintain a Revolving Credit Facility for the Registrant with a maximum aggregate
limit  of  $100,000,000.   The  interest  rate  will  remain  the  same  as  the
Registrant's prior agreements with the Agent, LIBOR +2.25%.

         An integral  component of the Revolving  Credit  Facility  provides the
Registrant  with a Letter of Credit sub-line for the issuance and maintenance of
merchandise and standby letters of credit.  The operative terms of the Letter of
Credit sub-line permit  merchandise  letters of credit to remain outstanding for
180 days and  standby  letters  of credit  for up to one year with a  combined a
maximum aggregate limit of $2,000,000.




Exhibits

         Exhibit 10.01 - Amended and  Restated  Loan and Security  Agreement,
dated February 23, 1999,  among  Trend-Lines,  Inc. and BankAmerica  Business  
Credit, Inc., as agent for the financial institutions named therein.








                                    SIGNATURE



         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.

                                          TREND-LINES, INC.
                                          Registrant



Date:  March 1, 1999                      By: /s/ Karl P. Sniady              
                                              --------------------------
                                              Name: Karl P. Sniady
                                              Title:Executive Vice President,
                                                    Finance and Administration