================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-K/A
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal year ended May 30, 1998

                         Commission File Number 0-15017

                             BARRY'S JEWELERS, INC.
             (Exact name of registrant as specified in its charter)


          California                                              95-3746316
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)


   2914 Montopolis Drive, Suite 200                                   78741
             Austin, Texas                                         (Zip Code)
(Address of principal executive offices)


       Registrant's telephone number, including area code: (512) 369-1400

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                               -------------------
                                  Common Stock
                                    Warrants

      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. [ ]

      Check if disclosure of 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/A or any amendment to
this Form 10-K/A. [X]

      As of September 17, 1997, the aggregate market value of the voting stock
held by non-affiliates of the issuer based on the average bid and ask prices of
$0.25 and $0.16, respectively, of such common stock was $512,734 based upon an
average price of $0.20 multiplied by 2,563,672 shares of common stock
outstanding on such date held by non-affiliates.

      As of September 17, 1997, the issuer had a total of 4,029,372 shares of
common stock outstanding.

        APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS.

      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 under a plan confirmed by a
court. Yes. [X] No. [ ]

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HOFS04...:\01\21901\0001\2166\FRM9218P.100
<PAGE>
                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      David W. Cochran, 51, has been a director of the Company and its
predecessor since June 1992. From December 1978 to November 1994, Mr. Cochran
was President, Chief Executive Officer and a Principal of R.F. Simmons Company,
Inc., a jewelry manufacturer. From November 1994 to October 1995, Mr. Cochran
was President and Chief Executive Officer of Simmons & Company, Inc., a jewelry
manufacturer. Mr. Cochran is currently the President and Chief Executive Officer
of Riverbank Associates, Inc., a real estate investment company, which position
he has held since December 1995, and the Chairman of Page Walker & Co., a
jewelry manufacturer, which position he has held since January 1993. Mr. Cochran
is a consultant to G. Austin Young Co., dba Attleboro Jewelry Makers, a retail
outlet representing 20 jewelry and gift manufacturers.

      William D. Eberle, 75, has been Chairman of the Company and its
predecessor since August 1996. Mr. Eberle has been Chairman of Manchester
Associates, Ltd., a venture capital and international consulting firm since
1977, and of counsel to the law firm of Kaye, Scholer, Fierman, Hays & Handler
since 1993. From 1989 to 1993, Mr. Eberle was of counsel to the law firm of
Donovan, Leisure, Newton & Irvine. Mr. Eberle is presently Chairman of America
Service Group, Inc. and of Showscan Entertainment, Inc., Deputy Chairman of
Mid-States Plc, and a director for Ampco Pittsburgh Corp., FAC Realty, Inc.,
Horace Small Apparel Company Plc, Mitchell Energy and Development Corp. and
Sirrom Capital Corporation.

      John W. Gildea, 55, has been a director of the Company and its predecessor
since August 1996. Since September 1990, Mr. Gildea has been an advisor to The
Network Funds, a series of investment funds. From 1986 to 1990, Mr. Gildea was
the manager of the Corporate Services Group of Donaldson, Lufkin & Jenrette
Securities Corporation. Mr. Gildea is presently a Managing Director of Gildea
Management Company, an investment management company, which position he has held
since 1990, and a director of America Service Group, Inc., FAC Realty, Inc.,
UNC, Inc., and General Chemical.

      Carol R. Goldberg, 67, has been a director of the Company and its
predecessor since November 1996. Ms. Goldberg is currently President of the
Avcar Group, Ltd., an investment and management consulting firm, which position
she has held since December 1989. Ms. Goldberg previously served as Chief
Operating Officer of The Stop & Shop Companies, Inc., a retailing company, from
1982 to November 1989, as its President from October 1985 to November 1989, as
its Executive Vice President from 1982 to 1985, and as its Senior Vice President
- Manufacturing from 1979 to 1982. Ms. Goldberg is currently a director of The
Gillette Company, America Service Group, Inc., and SelfCare, Inc. and is Senior
Advisor of New England for America International Group, Inc.

      Cleaveland D. Miller, 59, has been a director of the Company and its
predecessor since June 1992. Mr. Miller is presently a partner with the law firm
of Semmes, Bowen & Semmes. Mr. Miller is a director of EA Engineering, Science,
and Technology, Inc. Since

                                     2
<PAGE>
1988, Mr. Miller has been Chairman of Legal Mutual Liability Insurance Society
of Maryland. Mr. Miller served as President of the Maryland State Bar
Association from 1987 to 1988.

      William P. O'Donnell, 44, has been a director of the Company and its
predecessor since August 1996. Since 1992, Mr. O'Donnell has been an advisor to
The Network Funds, a series of investment funds. From 1990 to 1992, Mr.
O'Donnell was a Vice President in the Corporate Finance Group of Chrysler
Capital Corporation, a finance company. Mr. O'Donnell is presently a Managing
Director of Gildea Management Company, a position he has held since 1992.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Under Section 16(a) of the 1934 Act, the officers and directors of the
Company and certain Stockholders beneficially owning more than 10% of the
Company's Common Stock ("Ten Percent Stockholders") are required to file with
the Securities and Exchange Commission and the Company reports of ownership, and
changes in ownership, of Company Common Stock. Based solely on a review of the
reports received by it, the Company believes that, during Fiscal 1998, all of
its officers and directors and Ten Percent Stockholders complied with all
applicable filing requirements under Section 16(a).

ITEM 11.  EXECUTIVE COMPENSATION.

      The Company pays each of its non-employee directors (including any
non-employee director holding an officer's title with the Company but who is not
separately compensated for serving in such position) an annual retainer fee of
$18,000, plus, for serving on either committee of the Board, an additional
$1,500 (or $4,500 for the chairman of each committee); except that, in lieu of
such retainer and committee fees, the Company pays its Chairman of the Board
$100,000 annually. In addition to such retainer and committee fees, under the
Company's 1994 Stock Option Plan, each director who is newly elected or added to
the Board and who at the time thereof is not an employee of the Company is
automatically granted an option to purchase 2,000 shares of Common Stock at such
time, and each non-employee director is further granted an option to purchase
1,000 shares of Common Stock as of the date of each Annual Meeting of
Stockholders at which such director is re-elected (including at the date of the
Meeting). All such options have an exercise price equal to the market price of
the Common Stock on the date of grant. Directors are also reimbursed for
reasonable expenses incurred in connection with attending meetings of the Board
and its committees.

EXECUTIVE COMPENSATION

      The following table sets forth certain information concerning compensation
for services during each of the Company's last three fiscal years to (i) those
persons serving as chief executive officer of the Company during Fiscal 1998 and
(ii) four additional executive officers of the Company during Fiscal 1998 who
were among the four most highly compensated executive officers during Fiscal
1998.




                                     3
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                          Long-Term
                                               Annual Compensation                    Compensation Awards
                                     ------------------------------------ ----------------------------------------
        Name and                      Salary       Bonus        Other      Restricted    Securities    All Other
                                                                Annual        Stock      Underlying   Compensation
                                                             Compensation                 Options/
   Principal Position      Year (1)      ($)         ($)         ($) (2)   Award(s) ($)   SARS(#)          ($)
------------------------  ---------- --------- ------------- ------------ ------------- ------------  ------------
<S>                       <C>       <C>        <C>           <C>          <C>           <C>           <C>
Randy N. McCullough         1998 (3) $ 245,477 $ 184,875             -            -          -               -
  President and Chief       1997             -         -             -            -          -               -
  Executive Officer         1996             -         -             -            -          -               -

Samuel J. Merksamer         1998 (4) $ 338,399 $ 200,000             -            -          -               -
  Former President and      1997 (5)    98,462         -             -            -          -               -
  Chief Executive Officer   1996             -         -             -            -          -               -

E. Peter Healey             1998     $ 284,425 $ 206,250             -            -          -               -
  Executive Vice            1997             -         -             -            -          -               -
  President,
  Chief Financial Officer   1996             -         -             -            -          -               -
  and Secretary

Chad C. Haggar              1998     $ 165,140 $  82,500             -            -          -               -
  Vice President -          1997             -         -             -            -          -               -
  Operations                1996             -         -             -            -          -               -

Bill R. Edgel               1998     $ 120,088 $  57,500             -            -          -               -
  Vice President -          1997             -         -             -            -          -               -
  Marketing
                            1996             -         -             -            -          -               -

Paul Hart                   1998     $  94,615 $  40,000             -            -          -               -
  Vice President - MIS      1997             -         -             -            -          -               -
                            1996             -         -             -            -          -               -

</TABLE>

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

(1) "1998," "1997," and "1996" represent fiscal years ended May 30, 1998, and
    May 31, 1997 and 1996, respectively.

(2) Excludes perquisites, other personal benefits, securities and property,
    which, in the aggregate, did not exceed in any year shown the lesser of
    $50,000 or 10% of the total annual salary and bonus reported for such
    individual for such year.

(3) Fiscal 1998 compensation for Mr. McCullough includes compensation received
    through March 30, 1998 as Senior Vice President Merchandising and
    compensation received from March 31, 1998 to May 30, 1998 as President and
    Chief Executive Officer.

(4) Fiscal 1998 compensation for Mr. Merksamer includes compensation through his
    date of resignation, March 31, 1998. Mr. Merksamer also received $401,000 in
    1998 as part of his severance package.

(5) Compensation shown for Mr. Merksamer for Fiscal 1997 dates from February 13,
    1997.


                        OPTION/SAR GRANTS IN FISCAL 1998

      None of those persons serving as chief executive officer of the Company
during Fiscal 1998 or any other executive officer of the Company named in the
Summary Compensation Table under the caption "Compensation of Directors and
Executive Officers -- Executive Compensation" was issued any option to acquire
the Company's Common Stock during Fiscal 1998.


                                     4
<PAGE>
                     AGGREGATED 1998 OPTION/SAR EXERCISES
                          AND YEAR-END OPTION VALUES

      No stock options were exercised during or held at the end of Fiscal 1998
by any of those persons serving as chief executive officers of the Company
during Fiscal 1998 or any other executive officer of the Company named in the
Summary Compensation Table under the caption "Compensation of Directors and
Executive Officers -- Executive Compensation."

           EMPLOYMENT AGREEMENTS AND CHANGE-IN-CONTROL ARRANGEMENTS

      During Fiscal 1998 until his resignation on March 31, 1998, Samuel J.
Merksamer served as the Company's President and Chief Executive Officer. Mr.
Merksamer served in such capacity under an employment agreement with the Company
(the "Agreement") dated as of May 1, 1997, the initial term of which extended
through April 8, 1998. The Agreement provided for an annual salary of $400,000
to Mr. Merksamer. The Agreement contained certain severance provisions, and in
connection with the resignation from the Company of Mr. Merksamer, the Company
and Mr. Merksamer entered into a severance agreement, under which Mr. Merksamer
received a lump sum payment of $401,000.

      Simultaneously with the resignation of Mr. Merksamer as President and
Chief Executive Officer of the Company, the Company retained Randy N. McCullough
as its President and Chief Executive Officer. Effective March 31, 1998, the
Company and Mr. McCullough entered into a revised Employment Agreement. The 
Bankruptcy Court has authorized the Company to enter into employment agreements
with Mr. McCullough and with certain other executive officers of the Company, a
summary description of certain terms of which is set forth under the caption
"Compensation Committee Report -- Implementation of Philosophy."

                         COMPENSATION COMMITTEE REPORT

COMPENSATION PHILOSOPHY

      The Compensation Committee of the Board is responsible for developing and
implementing the Company's executive compensation policies. The Compensation
Committee's philosophy of executive compensation is to enhance the profitability
of the Company, and thus stockholder value, by closely aligning the financial
interests of the executive officers with those of the Stockholders.

IMPLEMENTATION OF PHILOSOPHY

      Generally, the Compensation Committee seeks to realize this objective by
the use of short term incentives in the form of salary and cash bonuses, and
long term incentives in the form of stock option and restricted stock grants.
Salaries initially are set based on the executive officer's experience and
competitive conditions. Thereafter, salaries may be adjusted based on various
factors, including the executive's performance. In setting and making
adjustments to salaries, the Compensation Committee also considers salaries paid
to similarly situated executive officers in comparable companies.


                                     5
<PAGE>
      Prior to the Bankruptcy Filing, the Compensation Committee began to
re-evaluate the Company's executive employment needs in the context of potential
formal or informal reorganization proceedings. As a result of such
re-evaluation, and recognizing the decline in the value of non-cash compensation
in the form of equity in the Company, the difficulties to be faced by its
executives in an attempt to lead the Company out of any such proceedings and the
importance of retaining key executives during such proceedings, the Compensation
Committee determined that it was in the best interests of the Company to enter
into employment agreements with such executives. At a hearing of the Bankruptcy
Court held on September 24, 1997, the Bankruptcy Court authorized the Company to
enter into employment agreements (the "Employment Agreements") with each of
Messrs. Healey, McCullough, Haggar and Edgel (each an "Executive"). Upon entry
of the related Bankruptcy Court order, the Company entered into such Employment
Agreements, which extend through confirmation of a plan of reorganization of the
Company. 

      In January of 1998, the Board promoted Mr. McCullough to Executive Vice
President and COO.  His salary was increased at that time from $225,000 to 
$275,000, and his bonus from 60% to 75%.  After Mr. Merksamer's resignation
in March of 1998, Mr. McCullough became President and CEO.  His salary and bonus
structure was not adjusted at that time.  Set forth below is a summary of 
certain other terms of such Employment Agreements.








                                     6
<PAGE>
                     CERTAIN TERMS OF EMPLOYMENT AGREEMENTS

<TABLE>
<CAPTION>
                                                                        Plan of Reorganization Confirmation
                                                                  Bonus (as a percentage of annual base salary) (2)
                                                                 ---------------------------------------------------
                              Annual Base  Maximum Annual Cash    If confirmation          If             If
                                               Bonus (as a        occurs prior to     confirmation   confirmation
                                           percentage of annual                       occurs on or   occurs on or
                                                                                      after May 1,   after July 1,
                                                                                      1998 through  1998 and prior
                                                                                     and including   to September
                                                                                                          30,
      Executive/Title            Salary      base salary) (1)        May 1, 1998      June 30, 1998      1998
--------------------------   ------------- -------------------  -------------------- -------------- ---------------
<S>                          <C>           <C>                  <C>                  <C>            <C>
Randy N. McCullough.......    $ 275,000            75%                  125%              100%            75%
    President and Chief
    Executive Officer

E. Peter Healey...........     $275,000            75%                  125%              100%            75%
    Executive Vice
    President, Chief
    Financial Officer and
    Secretary

Chad C. Haggar............     $165,000            50%                  125%              100%            75%
    Vice President -
    Operations

Bill R. Edgel.............     $120,000            33%                  125%              100%            75%
    Vice President -
    Marketing

</TABLE>

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

(1)  Such bonuses are payable as follows: (i) 50% thereof are payable if the
     Company achieves projected earnings before interest, taxes, depreciation
     and amortization for its 1998 fiscal year, (ii) 10% thereof are payable if
     the Company meets or exceeds its November 30, 1997 projected inventory
     levels, (iii) 10% thereof are payable if the Company meets or exceeds its
     December 31, 1997 projected cash deposit, receivable and inventory levels,
     (iv) 10% thereof are payable if the Company meets its December 31, 1997
     projected general and administrative expenses, (v) 10% thereof are payable
     if, as of February 1998, there is total availability under the borrowing
     base in the Company's revolving credit facility (as modified by the cash
     collateral stipulation filed with the Bankruptcy Court) plus total cash
     balances of at least $4.1 million, and payables are maintained within
     agreed upon vendor terms, and (vi) the remaining 10% are payable upon
     receipt from vendors of 1.4 times the amount of inventory returned by
     November 1997 and at the end of February 1998.

(2)  A condition to the payment of such bonus will require that the Company have
     an asset-based, working capital credit facility on market terms on the
     confirmation date of a plan of reorganization.


      Under the Employment Agreements, if an Executive's employment is
terminated by the Company without cause, by the Executive with good reason
(including a sale of the Company under the Bankruptcy Code), due to an
Executive's death or disability, or as a result of the confirmation of a plan of
reorganization, such Executive is entitled to receive (i) accrued annual base
salary and vacation, (ii) his maximum annual cash bonus if (A) the fiscal year
end 1998 performance targets have been achieved (provided that such target will
be prospectively applicable with respect to termination resulting from
confirmation of a plan prior to the end of such fiscal year) or (B) in the event
of a Change-in-Control (as defined below) of the Company



                                     7
<PAGE>
at a time when the Company is a going concern or (2) the death or disability of
an Executive if any applicable performance conditions have been met, and (iii)
if such termination without cause or with good reason occurs prior to
confirmation of a plan of reorganization of the Company, his confirmation bonus.
If the Executive's employment is terminated by the Company for cause (i.e.,
malfeasance or misfeasance) or by the Executive without good reason, such
Executive is entitled to receive accrued annual base salary and vacation, but no
annual cash bonus or confirmation bonus (if such termination occurs prior to
confirmation). Under the Employment Agreements, a "Change-in-Control" includes
the dissolution or liquidation of the Company, a reorganization, merger or
consolidation of the Company with one or more corporations in which the Company
is not the surviving entity or as a result of which the Company's outstanding
voting securities are converted to or reclassified as cash, securities of
another corporation or other property, a sale of assets of the Company or its
subsidiaries having a fair market value equal to more than 50% of the total fair
market value of the Company's assets to a nonaffiliate of the Company, or the
acquisition of more than 30% of the then-outstanding voting securities of the
Company by a nonaffiliate.

1998 Compensation of the Chief Executive Officer

      The base salary of the Company's Chief Executive Officer is established
through negotiations between the Compensation Committee and such Chief Executive
Officer. Until his resignation on March 31, 1998, Samuel J. Merksamer was the
Company's Chief Executive Officer. In setting Mr. Merksamer's annual salary and
incentive compensation for Fiscal 1998, the Compensation Committee considered
numerous factors, including Mr. Merksamer's previous salary level, his
experience and his overall performance. Randy N. McCullough succeeded Mr.
Merksamer as the Company's President and Chief Executive Officer. In setting Mr.
McCullough's annual salary and incentive compensation for Fiscal 1997, the
Compensation Committee considered numerous factors, including Mr. McCullough's
extensive experience in the jewelry industry, and the market rate for presidents
and chief executive officers with knowledge and experience commensurate to that
of Mr. McCullough, his previous salary level and his experience. Based on these
factors, and after negotiations between the Compensation Committee and Mr.
McCullough, the Compensation Committee established Mr. McCullough's compensation
terms in the Employment Agreement referred to above.


THE COMPENSATION COMMITTEE

Carol R. Goldberg, Chairman
David W. Cochran
John W. Gildea
Cleaveland D. Miller
William P. O'Donnell


                                     8
<PAGE>
                               PERFORMANCE GRAPH

      Set forth below is a comparison of the yearly percentage change in total
stockholder return of the Company's Common Stock and the returns for the CRSP
Total Return Index for the Nasdaq Stock Market and the Nasdaq Retail Stocks. The
total stockholder return calculation is for the five-year period commencing on
June 1, 1993 and includes the reinvestment of dividends.

                                    [GRAPH]

                       1993      1994      1995      1996       1997      1998
                       ----      ----      ----      ----       ----      ----

Barry's............    100.0     61.54     36.92     49.23      5.00      0.23
Nasdaq.............    100.0    105.28    125.24    182.03    205.07    260.58
Retail.............    100.0    101.59    112.10    136.24    145.23    183.90


Note: Assumes $100 invested on June 1, 1993 in Barry's Jewelers, Inc., CRSP
Total Return Index for the Nasdaq Stock Market and the Nasdaq Retail Stocks.
Assumes reinvestment of dividends on a daily basis.







                                     9
<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of the Record Date, information as to
the beneficial ownership of the Company's Common Stock by (i) each person who is
known by the Company to own beneficially more than 5% of its outstanding shares
of Common Stock, (ii) each of the Company's directors and director nominees,
(iii) each of the officers named in the Summary Compensation Table under the
caption "Compensation of Directors and Executive Officers --Executive
Compensation," and (iv) all executive officers and directors of the Company as a
group. In each instance, information as to the number of shares owned and the
nature of ownership has been provided by the person or entity identified or
described and is not within the direct knowledge of the Company.

                                                        Amount        Percent
                                                     Beneficially       of
Name and Address of Beneficial Owner                   Owned (1)       Class
------------------------------------                   ---------       -----

Samuel J. Merksamer(2)..............................         --            **
Randy N. McCullough(3)..............................         --            **
E. Peter Healey.....................................         --            **
Chad C. Haggar......................................         --            **
Bill R. Edgel.......................................         --            **
William D. Eberle*..................................    82,600 (4)       2.0%
David W. Cochran*...................................     3,600 (5)         **
Carol R. Goldberg*..................................       400 (5)         **
Cleaveland D. Miller*...............................     3,600 (5)         **
John W. Gildea......................................   595,600 (6)      14.8%
   115 East Putnam Avenue
   Greenwich, CO 06830
William P. O'Donnell................................   535,600 (7)      13.3%
   115 East Putnam Avenue
   Greenwich, CO 06830
Network Fund III, Ltd...............................   525,000 (8)      13.0%
   P.O. Box 219, Butterfield House
   Grand Cayman, Cayman Islands, B.W.I.
Gary Gelman.........................................   456,700 (9)      11.3%
   One Jerico Plaza
   Jerico, NY 11753
J. Ezra Merkin......................................   325,000(10)       8.1%
   450 Park Avenue
   New York, NY 10022


                                     10
<PAGE>
                                                        Amount        Percent
                                                     Beneficially       of
Name and Address of Beneficial Owner                   Owned (1)       Class
------------------------------------                   ---------       -----


All executive officers and directors as a 
   group (12 persons)...............................    697,400          17.1%

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

(1)  To the Company's knowledge, except as otherwise set forth in this table,
     the persons and entities in this table have sole voting, investment and
     dispositive power with respect to all shares of Common Stock shown as
     beneficially owned by them, subject to community property laws where
     applicable.

(2)  Mr. Merksamer served as President and Chief Executive Officer through March
     30, 1998.

(3)  Mr. McCullough became President and Chief Executive Officer on March 31,
     1998.

(4)  15,000 of such shares are issued and outstanding. 35,000 of such shares are
     issuable upon the exercise of currently-exercisable options. 32,000 of such
     shares are restricted shares, as to which Mr. Eberle has sole voting power.
     600 of such shares are issuable upon the exercise of currently-exercisable
     options outstanding under the Company's 1994 Stock Option Plan, which is
     administered by the Compensation Committee of the Board. See "Compensation
     of Directors and Executive Officers -- Directors."

(5)  All of such shares are issuable upon the exercise of currently-exercisable
     options outstanding under the Company's 1994 Stock Option Plan (the "1994
     Stock Option Plan"), which is administered by the Compensation Committee of
     the Board.

(6)  600 of such shares are issuable upon the exercise of currently-exercisable
     options outstanding under the Company's 1994 Stock Option Plan, which is
     administered by the Compensation Committee of the Board. With respect to
     the remaining 595,000 of such shares, pursuant to an amended Schedule 13D
     filed by Mr. Gildea under the Securities Exchange Act of 1934, as amended
     (the "1934 Act"), dated June 11, 1996, as of such date Mr. Gildea had sole
     voting and dispositive power as to 70,000 of such shares and shared
     dispositive power with Network Fund III, Ltd. as to 525,000 of such shares.

(7)  600 of such shares are issuable upon the exercise of currently-exercisable
     options outstanding under the Company's 1994 Stock Option Plan, which is
     administered by the Compensation Committee of the Board. With respect to
     the remaining 535,000 of such shares, pursuant to a Form 3 filed by Mr.
     O'Donnell under the 1934 Act dated September 10, 1996, as of such date Mr.
     O'Donnell had sole voting and dispositive power as to 10,000 of such shares
     and shared dispositive power with Network Fund III, Ltd. as to 525,000 of
     such shares.

(8)  The Network Fund III, Ltd. has shared dispositive power with Mr. Gildea and
     Mr. O'Donnell as to such shares. See footnotes 4 and 5 above.

(9)  As set forth in an amended Schedule 13D filed by Mr. Gelman under the 1934
     Act dated January 15, 1997, as of such date Mr. Gelman had sole voting and
     dispositive power with respect to all such shares.

(10) As set forth in a Schedule 13D filed by Mr. Merkin under the 1934 Act dated
     May 22, 1996, as of such date Mr. Merkin had sole voting and dispositive
     power as to 20,475 of such shares, shared voting and dispositive power with
     Gabriel Capital, L.P. as to 126,425 of such shares, and shared voting and
     dispositive power with Ariel Management Corp. as to 178,100 of such shares.


*  Address is c/o Samuels Jewelers, Inc., 2914 Montopolis Drive, Suite 200,
   Austin, Texas 78741.

** Less than one percent.



                                     11
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


      William D. Eberle, the Company's Chairman, is of counsel to the law firm
of Kaye, Scholer, Fierman, Hays & Handler LLP, which firm provided certain legal
services to the Company during Fiscal 1998.










                                     12
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



                                          BARRY'S JEWELERS, INC.

             September 28, 1998           By: /s/ E. Peter Healey
                                              ----------------------------------
                                              E. Peter Healey
                                              Executive Vice President,
                                              Chief Financial Officer and
                                              Secretary 












                                       13