<PAGE>     1      
                             UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
                               FORM 1O-Q/A-1
                                    
(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)    
     OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended  May 3, 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 Number:  1-10089

                        FAMILY BARGAIN CORPORATION
           (Exact name of registrant as specified in its charter)

          Delaware                                 51-0299573
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.) 


  4000 Ruffin Road, San Diego, CA                     92123  
(Address of principal executive office)             (Zip Code)

                              (619) 627-1800
            (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. [X] YES    [   ] NO

The number of shares outstanding of the registrant's of common stock, as
of June 10, 1997, was 4,929,822 shares.

<PAGE>     2
                         FAMILY BARGAIN CORPORATION
          FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MAY 3, 1997
                                  INDEX

<TABLE>
<CAPTION>
PART I.   FINANCIAL INFORMATION
------    ---------------------      
                                                                       Page
                                                                        No.
                                                                       ----
<S>       <C>                                                          <C> 
Item 1.   Financial Statements

          Family Bargain Corporation and Subsidiaries Consolidated 
          Balance Sheets as of February 1, 1997 and May 3, 1997 
          (Unaudited)                                                  F-1

          Family Bargain Corporation and Subsidiaries Consolidated 
          Statements of Operations (Unaudited) for the three months 
          ended April 27, 1996 and May 3, 1997                         F-3

          Family Bargain Corporation and Subsidiaries Consolidated 
          Statements of Cash Flows (Unaudited) for the three months 
          ended April 27, 1996 and May 3, 1997                         F-4

          Family Bargain Corporation and Subsidiaries Notes to 
          Consolidated Financial Statements (Unaudited)                F-6

Item 2.   Management's Discussion and Analysis of Financial Condition 
          and Results of Operations                                      3

PART II.  OTHER INFORMATION
-------   -----------------

Item 6.   Exhibits and Reports on Form 8-K                               7
          Signatures                                                     8
          Exhibit Index                                                  9
</TABLE>


                                   - 2- 

<PAGE>     3     
                                   PART I

                                   ITEM 1

                 FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS 
                   AS OF FEBRUARY 1, 1997 AND MAY 3, 1997
<TABLE>
<CAPTION>
                                               February 1,            May 3,
                                                  1997                 1997
                                                                   (Unaudited)  
<S>                                           <C>                   <C>
Assets
------
Current assets:
  Cash                                        $   3,261,000          4,716,000
  Accounts receivable - non-trade                    77,000            684,000
  Merchandise inventories                        29,118,000         38,513,000
  Prepaid expenses                                  862,000          2,746,000
                                                 ----------         ----------
    Total current assets                         33,318,000         46,659,000

Leasehold improvements and equipment, net        10,714,000         11,944,000
Other assets                                      2,323,000          2,088,000
Excess of cost over net assets acquired
  (goodwill), less accumulated amortization
  of $5,332,000 and $5,734,000 at
  February 1, 1997 and May 3, 1997,
  respectively                                   34,314,000         33,912,000
                                                 ----------         ----------
    Total assets                               $ 80,669,000         94,603,000
                                                 ==========         ========== 
</TABLE>

                                                                 (continued)

                                     F-1

<PAGE>     4
                FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS 
                 AS OF FEBRUARY 1, 1997 AND MAY 3, 1997
                               (Continued)
<TABLE>
<CAPTION>
                                              February 1,           May 3,
                                                 1997                1997
                                                                  (Unaudited)
<S>                                           <C>                  <C>
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
  Current maturities of long-term debt
    and capital leases                          $  5,748,000         4,840,000
  Accounts payable                                17,491,000        22,721,000
  Accrued salaries, wages and bonuses              2,924,000         1,899,000
  Other accrued expenses                           6,907,000         4,949,000
                                                  ----------        ----------
    Total current liabilities                     33,070,000        34,409,000 

Revolving credit notes                            17,887,000        23,715,000
Long-term debt, less current maturities           14,422,000        13,329,000
Deferred rent                                      2,098,000         2,230,000
Capital lease and other long-term obligations      1,984,000         2,335,000
                                                  ----------        ----------
    Total liabilities                             69,461,000        76,018,000
                                                  ----------        ---------- 
Commitments and contingencies

Stockholders' equity:
  Series A convertible preferred stock; $.01
    par value; 4,500,000 shares authorized;
    3,727,415 and 3,638,690 shares issued and
    outstanding (aggregate liquidation preference
    of $37,274,000 and $36,387,000) at February 1,
    1997 and May 3, 1997, respectively                37,000            36,000
  Series B junior convertible, exchangeable 
    preferred stock, $.01 par value, 40,000
    shares authorized, 22,000 and 33,465 shares
    issued and outstanding (aggregate 
    liquidation preference of $22,000,000 and
    $33,465,000) at February 1, 1997 and 
    May 3, 1997, respectively                              -                 -
  Common stock, $.01 par value, 80,000,000
    shares authorized, 4,693,337 and 4,929,822
    shares issued and outstanding at February
    1, 1997 and May 3, 1997, respectively             47,000            49,000
Additional paid-in capital                        71,057,000        83,178,000
Stock subscription notes receivable                        -        (1,865,000)
Accumulated deficit                              (59,933,000)      (62,813,000)
                                                  ----------        ----------
    Total stockholders' equity                    11,208,000        18,585,000 
                                                  ----------        ---------- 
    Total liabilities and stockholders' equity  $ 80,669,000        94,603,000
                                                  ==========        ==========
</TABLE>
         See accompanying notes to consolidated financial statements.    
                                  F-2

<PAGE>    5
               FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED APRIL 27, 1996 AND MAY 3, 1997
                               (Unaudited)
<TABLE>
<CAPTION>
                                           For the               For the    
                                      Three Months Ended    Three Months Ended
                                        April 27, 1996        May 3, 1997
 
<S>                                      <C>                      <C>
Net sales                                $ 49,825,000             60,436,000
Cost of sales                              32,342,000             39,313,000
                                           ----------             ----------
  Gross profit                             17,483,000             21,123,000 

Selling, general and
  administrative expenses                  17,540,000             20,805,000
Amortization of goodwill                      462,000                401,000
                                           ----------             ----------
  Operating loss                             (519,000)               (83,000)

Interest expense and financing fees        (1,039,000)            (1,277,000)
                                           ----------             ---------- 
  Net loss                                 (1,558,000)            (1,360,000)

Preferred stock dividends - Series A         (854,000)              (864,000)

Preferred stock dividends - Series B               -                (656,000)
                                           ----------             ----------  
  Net loss applicable
     to common stock                     $ (2,412,000)            (2,880,000)  
                                           ==========             ========== 
Net loss applicable to common stock
  per common and common share 
  equivalent                             $      (0.60)                 (0.60) 
  
Weighted average shares outstanding         4,040,034              4,818,076 

</TABLE>
                                    
                                    
      See accompanying notes to consolidated financial statements.
                                    
                                   F-3

<PAGE>     6
                  FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED APRIL 27, 1996 AND MAY 3, 1997
                                  (Unaudited)
                                       
<TABLE>
<CAPTION>            
                                              For the             For the
                                         Three Months Ended Three Months Ended
                                           April 27, 1996       May 3, 1997

<S>                                          <C>                  <C>

Cash Flows from Operating Activities:
  Net loss                                   $ (1,558,000)         (1,360,000)
  Adjustments to reconcile loss to
    net cash used in operating
    activities:
      Depreciation and amortization             1,009,000           1,207,000
      Debt discount amortization                  263,000             459,000
      Deferred rent expense                         4,000             132,000
      Changes in operating assets and liabilities:
        Merchandise inventories                (8,693,000)         (9,395,000)
        Accounts receivable-non trade,
          prepaid expenses and other assets       255,000          (2,277,000)
        Layaway receivables                      (513,000)                  -
        Accounts payable                        1,281,000           5,230,000
        Accrued salaries, wages and bonuses       503,000          (1,025,000)
        Other accrued expenses and
          other current liabilities            (3,713,000)         (2,031,000)
                                              -----------         -----------
Net cash used in operating activities         (11,162,000)         (9,060,000)
                                              -----------         -----------
Cash flows used in investing activities-
  Purchase of leasehold improvements
    and equipment                              (1,485,000)         (1,370,000)
                                              -----------         -----------
Cash Flows from Financing Activities:
  Borrowings on revolving credit note          73,912,000          80,893,000
  Payments on revolving credit note           (65,318,000)        (75,065,000) 
  Proceed from the issuance of notes payable      815,000                   -
  Payments on notes payable and capital       
    lease obligations                            (482,000)         (2,622,000)
  Payment of deferred debt issuance costs               -             (57,000)
  Net proceeds from issuance of preferred
    stock                                       2,856,000           9,600,000
  Payment of dividends on
    Series A preferred stock                     (854,000)           (864,000)
                                              -----------         -----------
    Net cash provided by
      financing activities                     10,929,000          11,885,000
                                              -----------         ----------- 
</TABLE>
                                                               (continued)

                                    F-4

<PAGE>     7

                  FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE THREE MONTHS ENDED APRIL 27, 1996 AND MAY 3, 1997
                                  (Continued) 

<TABLE>

<S>                                           <C>                <C> 
Net increase (decrease) in cash                (1,718,000)         1,455,000

Cash at the beginning of the period             1,958,000          3,261,000
                                              -----------        -----------
Cash at the end of the period                 $   240,000          4,716,000
                                              ===========        ===========
Supplemental disclosure of cash flow 
   information:

  Cash paid during the period for interest    $   601,000            835,000

</TABLE>


      See accompanying notes to consolidated financial statements.


                                   F-5

<PAGE>     8

               FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)


(1)  Unaudited Interim Financial Statements
   
     The accompanying unaudited consolidated financial statements do not
     include all of the information and footnotes required by generally
     accepted accounting principles for annual financial statements and should
     be read in conjunction with the financial statements for the fiscal year 
     ended February 1, 1997 included in the Family Bargain Corporation and
     Subsidiaries' (the Company) Form 10-K as filed with the Securities and
     Exchange Commission.  The unaudited consolidated financial statements
     include the accounts of Family Bargain Corporation and its subsidiaries.
     All significant intercompany transactions have been eliminated in 
     consolidation.

     In the opinion of management, the unaudited consolidated financial
     statements as of and for the three months ended May 3, 1997 reflect all
     adjustments (which include normal recurring adjustments) necessary to
     present fairly the financial position, results of operations and cash
     flows for the periods presented.  Due to the seasonal nature of the
     Company's business, the results of operations for the interim period
     may not necessarily be indicative of the results of operations for a
     full year.

(2)  Financing Transactions

     In February and March 1997, the Company placed 9,600 shares of Series B
     Junior Convertible, Exchangeable Preferred Stock (Series B Preferred
     Stock) with private investors for net cash proceeds of $9,600,000.
     In addition, in March 1997, the Company issued 1,865 shares of Series
     B Preferred Stock to certain key employees and executives of the
     Company for $1,865,000 in full recourse notes which are reflected as
     an offset to stockholders' equity under the caption "Stock Subscription
     Notes Receivable" in the accompanying consolidated balance sheet as of
     May 3, 1997. 

(3)  Long-term Debt and Revolving Credit Notes

     At May 3, 1997 the Company's estimation of cash flows which determine the
     timing and amounts of payments of certain subordinated debt of General
     Textiles were the same as estimated for February 1, 1997.  Consequently,
     there were no adjustments to the carrying value of such debt during the
     three months ended May 3, 1997 except for recurring amortization of debt
     discount.

     In June 1997, the Company amended its agreement with its working capital
     lender to increase its revolving credit facilities to $50.0 million, with
     advances limited to 65% of eligible inventory (as defined), an interest
     rate of prime plus 3/4% per annum and an expiration date (subject to
     annual one year extensions) of November 1999.

                                    F-6

<PAGE>    9

(4)  Earnings per Share

     In February 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standard No. 128, Earnings per
     Share (SFAS No. 128).  SFAS No. 128 becomes effective for interim and
     annual periods ending after December 15, 1997 and will change the way the
     Company computes earnings per share. However, had the Company applied
     SFAS No. 128, there would have been no difference between the loss per
     share reported under SFAS No. 128 and the loss per share reported on the
     accompanying consolidated statement of operations for the three months
     ended May 3, 1997.

(5)  Provision for Income Taxes

     No provision for income taxes has been reflected in the accompanying 
     consolidated statements of operations for the three months ended
     April 27, 1996 and May 3, 1997 since the Company generated tax
     losses during these periods.  While losses would increase the Company's
     net operating loss carry forwards (NOLs), realization of such losses is
     not assured due to limitations on utilization of NOLs and the Company's
     history of losses.  As a result, a full valuation allowance has been
     recognized against the net deferred tax assets arising from the increased
     NOLs and no benefit for income taxes is reflected in the accompanying
     statements of operations.

(6)  Dividends

     The Series B Junior Convertible, Exchangeable Preferred Stock pays no
     dividend through December 31, 2001.  Beginning in 2002, the Company is
     obligated to pay a dividend to holders of the Series B Preferred Stock
     in the amount of $60 per share subject to increase of $20 per share
     every year thereafter until 2005 up to a maximum of $120 per share.  The
     Company imputes dividends on the Series B Preferred Stock utilizing the
     effective interest method to provide a level yield until the permanent
     dividend of $120 per share is payable.  Accreted dividends increase the
     carrying value of the Series B Preferred Stock.

                                   F-7

<PAGE>    10

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Management's discussion of the results of operations provides analyses of
the Company's operations during the three months ended April 27, 1996 and
May 3, 1997.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MAY 3, 1997 COMPARED TO THE THREE MONTHS
ENDED APRIL 27, 1996

Net sales (gross sales less sales tax and sales returns) were $60.4 million
for the three months ended May 3, 1997 compared to $49.8 million for the
three months ended April 27, 1996, an increase of $10.6 million.  Of the total
increase,$700,000 was attributable to a 1.3% increase in comparable store
sales (sales at stores open throughout both periods) and the remaining $9.9
million increase in sales was attributable to the opening of new and,
therefore, non-comparable stores.  As of May 3, 1997 there were 158 stores
in operation compared to 135 stores as of April 27, 1996.

Gross profit was $21.1 million for the three months ended May 3, 1997
compared to $17.5 million for the three months ended April 27, 1996, an
increase of $3.6 million.  As a percentage of sales, gross profit was 35.0% 
for the three months ended May 3, 1997 compared to 35.1% for the three
months ended April 27, 1996. 

Selling, general and administrative expenses were $20.8 million for the
three months ended May 3, 1997 compared to $17.5 million for the three months
ended April 27, 1996, an increase of $3.3 million. As a percentage of sales,
selling, general and administrative expenses decreased to 34.4% for the three
months ended May 3, 1997 from 35.2% for the three months ended April 27, 1996.
The decrease in selling, general and administrative expenses as a percentage
of sales was attributable to reduced compensation and other expenses related
to the closed New York office, partially offset by increases in store wages
(due to to increases in the minimum wage) and increased store opening expenses.

Amortization of goodwill was $401,000 for the three months ended May 3, 1997
compared to $462,000 for the three months ended April 27, 1996.  The decrease
arose from the reduction in goodwill arising from the write-off goodwill
disclosed in the consolidated financial statements for the fiscal year
ended February 1, 1997.

Interest expense and financing fees were $1.3 million for the three months
ended May 3, 1997 compared to $1.0 million for the three months ended
April 27, 1996.  The increase of $300,000 was attributable primarily to
increased debt discount amortization arising from changes in the projected
timing and payment of the reorganization securities of General Textiles.

                                - 3 -
             

<PAGE>   11

The net loss applicable to common stock was $2.9 million for the three months
ended May 3, 1997 compared to $2.4 million for the three months ended 
April 27, 1996.


LIQUIDITY AND CAPITAL RESOURCES

THE COMPANY

OBLIGATIONS OF THE COMPANY. As of May 3, 1997, the Company, exclusive of
General Textiles and Factory 2-U, Inc. ("Factory 2-U" and, with General
Textiles, the "Operating Subsidiaries"), had outstanding indebtedness in the
principal amount of $2.7 million, no material change from its debt obligations
at February 1, 1997.  Of that $2.7 million outstanding principal, $1.9 million
is due during the next twelve months.

Distributions of cash from the Operating Subsidiaries to the parent company
to pay parent company debt service obligations, Series A 9 1/2% Convertible
Preferred Stock (the "Series A Preferred Stock") dividends (if declared) and
certain administrative expenses are limited under a plan of reorganization
and certain debt agreements of the Operating Subsidiaries.  Permitted cash
payments from General Textiles include payments pursuant to a tax sharing
agreement, certain subordinated debt of General Textiles (which the Parent
holds), and a management agreement. Permitted cash payments by Factory 2-U
to the Parent are limited to payments pursuant to a management agreement
and a guaranty fee agreement.

In February and March 1997,  the Company placed 9,600 shares of Series B
Junior Convertible, Exchangeable Preferred Stock (Series B Preferred
Stock) with private investors for cash net proceeds of $9.6 million.
The net proceeds of the private placement were provided to the Operating
Subsidiaries for working capital purposes.

Management believes that permitted cash flows to the parent company will be
adequate to finance its administrative expenses and meet the obligations
under its existing indebtedness as they become due for at least the next
twelve months.  The ability of the Company to make dividend payments on its
Series A Preferred Stock as they become due will be dependent on the results
of operations of the Company.


GENERAL TEXTILES

GENERAL.  General Textiles finances its operations through credit provided by
suppliers, amounts borrowed under its $25.0 million revolving credit facility,
$3.0 million in installment notes and internally generated cash flow.

At May 3, 1997, General Textiles was obligated to non-affiliate holders of
its subordinated notes and reorganization securities in the face amount of 
$23.1 million and a carrying value of $11.6 million, of which management 
estimates principal payments in the amount of approximately $1.3 million
will be paid the next twelve months.

                                  - 4 - 

<PAGE>    12

REVOLVING CREDIT FACILITY. As of May 3, 1997, General Textiles had $16.5
million outstanding and $4.6 million available to borrow under its revolving
credit facility.   As of June 10, 1997, General Textiles had $16.4 million
outstanding and $4.9 million available to borrow under its revolving credit
facility.

Effective June 2, 1997, General Textiles amended its agreement with its
working capital lender to increase its revolving credit facility to $35.0
million, with advances limited to 65% of eligible inventory (as defined),
an interest rate of prime plus 3/4% per annum and an expiration date (subject
to annual one year extensions) of November 1999.


FACTORY 2-U

GENERAL.  Factory 2-U finances its operations through credit provided by 
suppliers, amounts borrowed under its $10.0 million revolving credit facility
and internally generated cash flow. 

REVOLVING CREDIT FACILITY.  As of May 3, 1997, Factory 2-U had $7.2 million
outstanding and $1.0 million available to borrow under its revolving credit
facility.  As of June 10, 1997, Factory 2-U had $6.6 million outstanding and
$1.7 million available to borrow under its revolving credit facility.

Effective June 2, 1997, Factory 2-U,  amended its agreement with its working
capital lender to increase its revolving credit facility to $15.0 million, 
with advances limited to 65% of eligible inventory (as defined), an interest
rate of prime plus 3/4% per annum and an expiration date (subject to annual
one year extensions) of November 1999.

CAPITAL EXPENDITURES

The Company's planned future capital expenditures include costs to open
new Family Bargain Center and Factory 2-U stores, to renovate and/or relocate
existing stores, and to expand it central administrative and distribution
facilities. Management believes that future expenditures will be financed
from internal cash flow, a $5.0 million installment note commitment from its
working capital lender (unused as of June 10, 1997) and the General Textiles
and Factory 2-U revolving credit facilities.

INFLATION

In general, the Company believes that it will be able to offset the effects of
inflation by increasing operating efficiency, by monitoring and controlling
expenses and by increasing prices to the extent permitted by competitive 
factors.

                                 - 5 -

<PAGE>    13

SEASONALITY AND QUARTERLY FLUCTUATIONS

The Company historically has realized its highest level of sales and income
during the third and fourth quarters of the fiscal year (the quarters ending in
fiscal October and January) as a result of the "Back to School" (August and
September) and Christmas (November and December) seasons. If the Company's
sales were substantially below seasonal expectations during the third and
fourth quarters, the Company's annual operating results would be adversely
affected.

The Company historically has realized lower sales in its first two quarters
(the quarters ending in fiscal April and July), which often has resulted 
in the Company incurring losses during those quarters. The Company incurred
a net loss in the quarter ended May 3, 1997.  

                               - 6 -

<PAGE>    14


                                 PART II


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
 
(a)   Exhibits

      11.1    Computation of per share loss
      27      Financial Data Schedule

(b)   Reports on Form 8-K

      None.  

                                     - 7 -

<PAGE>    15

                               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.


FAMILY BARGAIN CORPORATION


Date: September 11, 1997             




By:       /s/ Jonathan W. Spatz     
          ---------------------        
   Name:  Jonathan W. Spatz
   Title: Executive Vice President and Chief Financial Officer 
          (duly authorized officer and principal financial officer)
     



                                   - 8 -
<PAGE>    16

<TABLE>

                                  EXHIBIT INDEX
<CAPTION>
<S>       <C>                                                            <C>

Exhibit
Number    Description                                                    Page

11.1      Computation of per share loss                                  10
27        Financial Data Schedule                                        11

</TABLE>
                                     - 9 -