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                                                          EXHIBIT 10.3

                                       GANTOS
                                          
                                   March 29, 1999

Ms. Diane Abbate-Fox
1266 East Main Street, 5th Floor
Stamford, Connecticut  06902

Dear Diane:

     We are very pleased to offer you the position of Vice President, General 
Merchandise Manager for Gantos, Inc. (the "Company").  We are very excited to 
invite you to join our senior management team.  The terms of our offer 
supersede any of our prior discussions and agreements, and are as follows:

1.   Your initial annual salary will be $160,000.

2.   Your date of employment in this position will begin on March 29, 1999
("Start Date").

3.   You will be eligible to participate in the Gantos, Inc. Executive Bonus
Plan, beginning with the 1999 plan, if any, when adopted.  A copy of the 1998
plan is enclosed.  If the 1999 plan is the same as the 1998 plan, your 1999
bonus will be based on the Company's profitability, with 50% of your bonus to be
automatically earned and payable upon the achievement of earnings in excess of
the target and to be automatically allocated to the participants based on the
1999 Gantos base salary actually paid to them.  The Compensation Committee will
determine, in its discretion, what portion, if any, of the remaining bonus pool
would be paid to you.

4.   On March 16, 1999, you were granted an option to purchase 7,500 Gantos,
Inc. common shares at an exercise price equal to the fair market value of
Gantos, Inc. common shares on March 16, 1999.  The option will vest in one-fifth
(1/5) cumulative annual installments, beginning on March 16, 2000.  Thereafter,
you will be eligible for annual stock option grants in amounts commensurate with
your position with the Company at the discretion of the Board of Directors or
its Compensation Committee.

5.   You will receive six (6) months separation pay as your exclusive severance
benefits in the event that your employment is terminated without cause (and
other than pursuant to your death or disability) within the first twenty-four
(24) months of your employment under this Agreement.  As a condition of your
receipt of severance pursuant to this agreement, after any termination you must
(a) use your best efforts to seek and obtain new employment, and (b) advise the
Company, on a timely and regular basis, of the status of your efforts, of the
terms of any employment (including self-employment), and of any remuneration you
receive from such employment.  If at any time the Company, in good faith,
determines that you are not so seeking such employment, your right to receive
severance benefits will be immediately terminated.  The severance benefits to
which you would otherwise be entitled will be reduced by the remuneration that
is paid or payable to you (whether as salary, bonus, commissions, consulting
fees, compensation and dividends from any entity owned by you or a sole
proprietorship established by you or otherwise) from rendering any services to
any person, corporation or entity during the period that you are eligible to
receive severance benefits under this agreement.  Payment on account of death or
                                     
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disability or for termination without cause after the first twenty-four (24)
months of employment under this Agreement will be in accordance with the Company
policies concerning these areas.  You will be entitled to no severance benefits
if you terminate your employment with the Company.

6.   You will receive such benefits as the Company provides its other Vice
Presidents.  Currently the Company provides (i) a non-contributory group life
insurance policy in the amount of one times your annual base compensation, 
(ii) an individual disability policy which provides benefits equal to 60% of 
your salary, (iii) a 30% discount on all merchandise purchases at our regular 
price stores, (iv) medical prescription coverage under our plan on the first 
day of the month following two months of employment, (v) on the first day of 
the month after two months of employment, dental coverage under our plan, and 
(vi) four weeks vacation a year.  Enclosed is a complete breakdown of our 
benefit plans for your information and review.

7.   Your employment will be at will and may be terminated by either of us, 
with or without cause, reason or notice.  Upon such a termination, as your 
exclusive severance benefits, you will be entitled to your salary through the 
termination date and amounts, if any, payable to you or your estate as 
described in paragraph 5 above, if such termination is without cause and 
occurs within the first twenty-four (24) months of your employment under this 
Agreement, or amounts payable under any Company policies then applicable to 
you if such termination is on account of death or disability, on account of 
termination for cause, or on account of termination without cause after the 
first twenty-four (24) months of your employment under this Agreement, and, 
in either case, no other payment.

8.   You will comply with, and be bound by, all Company policies, procedures and
guidelines, as they may be amended and supplemented from time to time during
your employment with the Company.

     Please date, sign and return the enclosed copy of this letter to indicate
your acceptance of employment on these terms.

     If I can be of assistance in answering any questions that you may have,
please don't hesitate to contact my office.

                         Very truly yours,

                         GANTOS, INC.


                         By:                           
                              Arlene H. Stern
                              Its:  President

Accepted and agreed on March 29, 1999

Diane Abbate-Fox