UNITED  STATES  DISTRICT  COURT
                                             DISTRICT  OF  MASSACHUSETTS

MARE  LEVINE,  STAN  FERRARO,  JACK                                         `1
ROSENTHAL,  STEVEN  M.  FRADIN,  AS
TRUSTEE,  For  The  Benefit                              Of  The            ;
STEVEN  M.  FRADIN  TRUST,
and  MICHAEL  BRADWELL,                                                     i
on  behalf          of  themselves                    and  all
others         similarly               situated,                            i
                                    Plaintiffs,
                                                                            ;  C.A.  NO. 
                             V.                                             1
                                                                            j  JURY  TRIAL  DEMANDED
CML  GROUP,  INC.,                     CHARLES  M.
LEIGHTON,  and  GEORGE ROBERT  TOD,                                         i
                                    Defendants.


                                    FIRST  AMENDED  CLASS  ACTION  COMPLAINT
                    Plaintiffs                 Mark  Levine,                Stan  Ferraro,         
Steven  M.  Fradin                     as  Trustee              f/b/o     the  Steven  M.  Fradin  
Michael          Bradwell                by  their          counsel,               allege        
respect        to  themselves,                      and  upon  information                    and 
to  all         other          matters,               which         is  based  upon  public        
filings         as  well  as  upon  the  investigation                                        of 

                                                       I.  INTRODUCTION
                   1.               This  action           is  brought              on  behalf     
CML  common  stock  between  March  2,  1994,  the  date  the  CML  Group,
Inc.        (IrCMLtt  or  the  ttCompanyl')                               publicly            
NordicTrack               division             would        no  longer              substantially  
print,       radio           or  television                advertising                 in  order 
and  earnings,               and  that  advertising                       controls            had 
ensure  the  same,  and  July  6,  1994,  the  date  CML  announced  that  the
Company  had,  contrary                             to  its  earlier                statements,    



                                                                                                   





representations                     and  increased             its  NordicTrack              
the  fourth          quarter            of  fiscal             1994  (as  compared  to  same 
the  prior          year),            resulting              in  CML's  earning                   
year  ended  July  31,  1994  ("fiscal                                   1994")         ($1.00  per