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                                   FORM 10-QA
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark one)

             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended August 1, 1997

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission File No. 0-13076

                              LOT$OFF CORPORATION

            DELAWARE                                         74-2640559
----------------------------------------            ----------------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization                           Identification No.)
                                                         

 8750 Tesoro Drive, San Antonio, Texas                         78217-0555
----------------------------------------            ----------------------------
(Address of principal executive offices)                       (Zip Code)

                           Telephone: (210) 805-9300
              ----------------------------------------------------  
              (Registrant's telephone number, including area code)

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:

                                  --------

   
856,080 shares of the Registrant's common stock were outstanding at August 1,
1997. 
    

                                  --------
   
    

   
LOT$OFF Corporation hereby amends the following items, financial statements,
exibits or other portions of its Quarterly Report on Form 10-Q for the
quarterly period ended August 1, 1997 by amending Part I, Item 1 - Financial
Statements (Condensed Consolidated Statement of Cash Flows for the twenty-six
weeks ended August 1, 1997 - Cash Flows From Operating Activity).
    

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                     LOT$OFF CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)


   
<TABLE>
<CAPTION>
                                                                                  Twenty-six Weeks Ended
                                                                         --------------------------------------
                                                                             August 1, 1997    August 2, 1996
                                                                         -------------------  -----------------
<S>                                                                             <C>            <C>         
CASH FLOWS FROM OPERATING
  ACTIVITIES:
Net  income (loss)                                                              $(4,543,433)   $(9,899,641)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                                                     354,570      1,937,074
  Reorganization items                                                              500,000              -
  Non-cash interest expense on long-term debt                                             -        117,981
Changes in assets and liabilities:
  Accounts receivable                                                               101,383        417,011
  Merchandise inventories                                                         1,899,556     (1,161,523)
  Prepaid and other current assets                                                 (155,266)      (505,108)
  Other assets                                                                      (72,841)      (311,698)
  Accounts payable-trade                                                            101,309      5,947,281
  Accounts payable-other                                                           (300,469)    (1,148,744)
  Accrued expenses and other
    current liabilities                                                              97,926        329,568
  Closed store costs                                                                      -       (269,017)
                                                                                 -----------    -----------                         

Net cash provided by (used in) operating
    activities                                                                   (2,017,265)    (4,546,816)
                                                                                 -----------    ----------- 

CASH FLOWS FROM INVESTING
  ACTIVITIES:
Capital expenditures                                                               (182,549)      (433,350)
                                                                                 ----------    -----------  
Net cash provided by (used in) investing activities                                (182,549)      (433,350)
                                                                                 ----------    -----------    
</TABLE>
    










  See accompanying notes to these condensed consolidated financial statements.





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                                   SIGNATURES

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:


                                           LOT$OFF CORPORATION

   

    
                                           By: /s/ James G. Scogin
                                               -----------------------------
                                               James G. Scogin, Vice-President,
                                               Controller, Chief Accounting 
                                               Officer, Treasurer and Secretary

   
                                           Date: September 19, 1997