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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ---------------
 
                                  FORM 10-K/A
                                AMENDMENT NO. 1
 
(Mark
One)
 
  [X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
 
                  For the fiscal year ended February 1, 1997
 
                                      OR

  [_]          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. 0-7264
 
                           PAUL HARRIS STORES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                INDIANA                              35-0907402
    (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)
 
   6003 GUION RD., INDIANAPOLIS, IN                     46254
    (ADDRESS OF PRINCIPAL EXECUTIVE                  (ZIP CODE)
               OFFICES)
 
                                (317) 293-3900
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
 
                        COMMON STOCK WITHOUT PAR VALUE
                               (TITLE OF CLASS)
 
  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
 
  Indicate by check mark if disclosure of the delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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 or any
amendment to this Form 10-K. [_]
 
  Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes  X  No
 
  As of April 8, 1997, 10,119,403 common shares were outstanding (including
3,013,039 shares of non-voting common stock). The aggregate market value of
the common shares held by non-affiliates (based upon the closing price on
April 8, 1997 on the Nasdaq National Market System of $16.25 per share) was
approximately $160,306,000. For the purposes of such calculation, all
outstanding shares of common stock have been considered held by non-
affiliates, other than the 254,446 shares owned by directors and executive
officers of the registrant. In making such calculation the registrant does not
determine the affiliate or non-affiliate status of any shares for any other
purpose.
 
  The information required by Part III (Items 10, 11, 12, and 13) is
incorporated herein by reference from the registrant's definitive Proxy
Statement for the Annual Meeting of the Shareholders to be filed with the
Commission pursuant to Regulation 14A.
 
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     The Registrant's Annual Report on Form 10-K for the fiscal year ended 
February 1, 1997 is being amended to correct Part II, Items 5 and 6. The 
amendment to Item 5 corrects the description of the "Market Price of Common 
Stock" table. The amendment to Item 6 aligns Operating Data under the proper 
column headings. No other parts of the Annual Report are being amended.
<PAGE>
 

 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
  The Company's Common Stock is traded on the Nasdaq National Market System.
The following table sets forth for the past eight fiscal quarters, the range of
high and low sales prices for the Company's Common Stock as reported by the
Nasdaq National Market System.
 
<TABLE>
<CAPTION>
                                         MARKET PRICE OF COMMON STOCK
                               -------------------------------------------------
                                FISCAL 1995 QUARTERS     FISCAL 1996 QUARTERS
                               ----------------------- -------------------------
                                1ST   2ND   3RD   4TH   1ST   2ND   3RD    4TH
                               ----- ----- ----- ----- ----- ----- ------ ------
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>
High.......................... $3.13 $2.63 $2.50 $2.63 $5.13 $8.50 $13.25 $22.50
Low........................... $1.25 $1.38 $1.25 $1.06 $1.75 $4.00 $ 6.25 $11.25
</TABLE>
 
  There were approximately 1,600 registered holders of record of Common Stock
at February 1, 1997 and 1 holder of Nonvoting Common Stock. The shares of
Nonvoting Common Stock are convertible to Common Stock upon sale or certain
other conditions described in the Company's Amended and Restated Articles of
Incorporation.
 
  The Company has not declared or paid any cash dividends on the Common Stock
since fiscal 1978. The Company's Board of Directors presently intends to
continue a policy of retaining earnings to finance the development and
expansion of the Company's business. Future cash dividends, if any, will be at
the discretion of the Company's Board of Directors and will depend upon the
Company's earnings, capital requirements, financial condition, contractual
restrictions, if any, and other factors considered relevant by the Company's
Board of Directors.
 
  During the period covered by this report, the Company did not sell any
equity securities in a transaction that was exempt from the registration
provisions of the Securities Act of 1933, as amended.
 

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ITEM 6. SELECTED FINANCIAL DATA
 
  The selected consolidated financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and Notes
thereto included in this report.
 
<TABLE>
<CAPTION>
                          TWENTY-SIX WEEKS ENDED                  FISCAL YEAR
                          --------------------------  ---------------------------------------
                          AUGUST 2,     JANUARY 30,
                           1992 (1)       1993 (1)      1993      1994      1995       1996
                          -----------   ------------  --------  --------  --------   --------
                                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                       <C>           <C>           <C>       <C>       <C>        <C>
INCOME STATEMENT DATA:
Net sales...............   $    60,606    $    84,968 $154,309  $167,778  $167,523   $190,288
Cost of sales, including
 occupancy expenses
 exclusive of
 depreciation (2).......        40,905         52,892   99,556   111,397   112,297    118,066
                           -----------    ----------- --------  --------  --------   --------
Gross income............        19,701         32,076   54,753    56,381    55,226     72,222
Selling, general and
 administrative expenses
 (3)....................        17,443         19,749   38,905    45,539    47,081     53,300
Depreciation and
 amortization...........         2,200          2,005    3,496     3,330     3,472      3,270
                           -----------    ----------- --------  --------  --------   --------
Operating income........            58         10,322   12,352     7,512     4,673     15,652
Interest expense, net...           259          1,200    3,051     2,539     2,034      1,235
                           -----------    ----------- --------  --------  --------   --------
Income (loss) before
 taxes, reorganization
 items and extraordinary
 items..................          (201)         9,122    9,301     4,973     2,639     14,417
Reorganization items....           507            --       --        --        --         --
Provision for income
 taxes..................           --           3,401    3,530     1,895     1,010      5,598
Extraordinary items.....         6,484            --       --        --        --         --
                           -----------    ----------- --------  --------  --------   --------
Net income..............   $     6,790    $     5,721 $  5,771  $  3,078  $  1,629   $  8,819
                           ===========    =========== ========  ========  ========   ========
Net income per share
 (4)....................   $       --     $      0.61 $   0.59  $   0.31  $   0.16   $   0.83
                           ===========    =========== ========  ========  ========   ========
Weighted average common
 and common equivalent
 shares outstanding.....           --           9,445    9,822     9,981    10,067     10,616
 
OPERATING DATA:
Gross income %..........                                  35.5%     33.6%     33.0%      38.0%
Operating income %......                                   8.0%      4.5%      2.8%       8.2%
Stores open at beginning
 of period..............                                   201       211       239        235
Stores opened during
 period.................                                    22        40        19         19
Stores closed during
 period.................                                   (12)      (12)      (23)       (31)
                                                      --------  --------  --------   --------
Stores open at end of
 period.................                                   211       239       235        223
                                                      ========  ========  ========   ========
Weighted average sales
 per store..............                              $    748  $    740  $    683   $    845
Comparable store sales
 increase
 (decrease) (5).........                                     3%        0%       (7%)       20%
Inventory turnover......                                   4.9x      4.6x      4.7x       5.1x
BALANCE SHEET DATA (AT
 END OF PERIOD):
Working capital.........   $     7,906    $    15,750 $ 24,603  $ 24,446  $ 24,481   $ 21,457
Total assets............        67,000         53,684   58,553    63,454    57,850     57,319
Long-term debt..........        29,670         27,025   26,290    21,970    17,640      1,930
Shareholders' equity....         1,575          7,296   15,096    19,890    22,904     36,911
</TABLE>
--------
(1) From February 1991 until the third quarter of fiscal 1992, the Company
    operated under Chapter 11 of the Bankruptcy Code. The Company emerged from
    bankruptcy upon the confirmation of its Plan of Reorganization (the
    "Plan"). In accordance with AICPA guidelines, the Company restated its
    balance sheet with the adoption of "fresh start" accounting to reflect the
    impact of the Plan as of August 2, 1992. A
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    "black line" has been drawn between the pre- and post-emergence financial
    information delineating their non-comparability.
(2) Occupancy expenses include store level base rent, percentage rent and real
    estate taxes.
(3) Includes all other store level occupancy expenses not included in cost of
    sales.
(4) Net income per share and share data are not disclosed for the period prior
    to the twenty-six weeks ended January 30, 1993, due to significant changes
    in the capital structure as part of the Plan.
(5) Calculated using net sales of stores opened for at least a 12 month period.
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                                  SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.
 
                                          Paul Harris Stores, Inc.
 
April 15, 1997
                                          By:  /s/ John H. Boyers
                                              ---------------------------------
                                                   John H. Boyers
                                              Senior Vice President - Finance
                                                     and Treasurer