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 2, 1998

                                       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                          92123-1866
(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 May
2, 1998, was 5,004,122 shares.

<PAGE> 2
                           FAMILY BARGAIN CORPORATION
              FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MAY 2, 1998
                                     INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Family  Bargain Corporation and Subsidiaries Consolidated
         Balance Sheets as of May 2, 1998 (Unaudited) and
         January 31, 1998 ..................................................F-1

         Family Bargain Corporation and Subsidiaries Consolidated
         Statements of Operations (Unaudited) for the 13 weeks
         ended May 2, 1998 and May 3, 1997..................................F-3

         Family Bargain Corporation and Subsidiaries Consolidated
         Statements of Cash Flows (Unaudited) for the 13 week
         ended May 2, 1998 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 1.  Legal Proceedings 6
Item 2.  Changes in Securities................................................7
Item 3.  Defaults Upon Senior Securities......................................7
Item 4.  Submission of Matters to a Vote of Security Holders..................7
Item 5.  Other Information....................................................7
Item 6.  Exhibits and Reports on Form 8-K ....................................8
         Signatures..........................................................10
         Exhibit Index.......................................................11

<PAGE> F-1

                                     PART I

Item 1.   Financial Statements

                  FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                          Consolidated Balance Sheets
                       (in thousands, except share data)

                                                          May 2,    January 31,
                                                          1998         1998
                                                       (Unaudited)
                  Assets                               -----------  -----------

Current assets:
         Cash                                           $  4,332     $  3,167
         Merchandise inventories                          34,181       29,820
         Prepaid expenses and other assets                 4,233          727
                                                        --------     --------
                  Total current assets                    42,746       33,714

Leasehold improvements and equipment, net                 14,668       15,066
Other assets, net                                          3,063        3,326

Excess of cost over net assets acquired,
        less accumulated amortization of
         $7,336 and $6,935 at May 2, 1998
         and January 31, 1998, respectively               32,310       32,711
                                                        --------     --------
                  Total assets                          $ 92,787     $ 84,817
                                                        ========     ========

                                  (continued)

                                     F-1

<PAGE> F-2

                  FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                          Consolidated Balance Sheets
                       (in thousands, except share data)
                                  (Continued)
                                                         May 2,     January 31,
                                                          1998         1998
                                                       (Unaudited)
Liabilities and Stockholders' Equity                   -----------  -----------

Current liabilities:
       Current maturities of long-term debt
              and capital lease obligations             $  4,773     $  4,873
       Accounts payable                                   18,012       19,003
       Accrued expenses                                   11,436       12,587
                                                        --------     --------
              Total current liabilities                   34,221       36,463

Revolving credit notes                                    27,975       12,657
Long-term debt, less current maturities                   14,499       12,922
Capital lease and other long-term obligations              2,257        3,306
Deferred rent                                              2,232        2,251
                                                        --------     --------
              Total liabilities                           81,184       67,599
                                                        --------     --------
Stockholders' equity:
   Series A convertible preferred stock,
     $.01 par value, 4,500,000 shares authorized,
     3,638,690 shares issued and outstanding
     (aggregate liquidation preference of $36,387)
     at May 2, 1998 and January 31, 1998                      36           36
   Series B junior convertible, exchangeable
     preferred stock, $.01 par value,
     40,000 shares authorized,
     35,360 and 33,714 shares issued and outstanding
     (aggregate liquidation preference of $35,360 and
     $33,714) at May 2, 1998 and January 31, 1998,
     respectively                                              -            -
   Common stock, $.01 par value,
     80,000,000 shares authorized,
     5,004,122 and 4,929,122 shares issued and
     outstanding at May 2, 1998 and January 31, 1998,
     respectively                                             50           49

Stock subscription notes receivable                       (3,865)      (2,115)
Additional paid-in capital                                88,667       85,427
Accumulated deficit                                      (73,285)     (66,179)
                                                        --------     --------
              Total stockholders' equity                  11,603       17,218
                                                        --------     --------
Total liabilities and stockholders' equity              $ 92,787     $ 84,817
                                                        ========     ========

          See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE> F-3

                  FAMILY  BARGAIN  CORPORATION  AND  SUBSIDIARIES
                      Consolidated Statements of Operations
                      (in thousands, except per share data)
                                   (Unaudited
                                                            13 Weeks Ended
                                                        ----------------------
                                                          May 2,       May 3,
                                                           1998         1997
                                                       -----------  -----------
Net sales                                               $ 66,495     $ 60,436
Cost of sales                                             44,649       41,431
                                                        --------     --------
       Gross profit                                       21,846       19,005

Selling and administrative expenses                       21,194       18,558
Amortization of intangibles                                  589          530
Special charges                                            1,500            -
                                                        --------     --------
       Operating income                                   (1,437)         (83)

Other expense:
       Interest expense                                   (1,278)      (1,277)
                                                         -------     --------
Loss before income taxes and
       extraordinary item                                 (2,715)      (1,360)

Income taxes                                                 (74)           -
                                                        --------     --------
       Loss before extraordinary item                     (2,789)      (1,360)

Extraordinary item - debt extinguishment
       (less applicable income taxes of $0)               (2,750)           -
                                                        --------     --------
       Loss before dividends                              (5,539)      (1,360)

Preferred stock dividends - Series A                        (864)        (864)

Preferred stock dividends - Series B                        (703)        (657)
                                                        --------     --------
       Net loss available to common stockholders        $ (7,106)    $ (2,881)

Basic and diluted earnings per share:
Loss before extraordinary item                          $  (0.88)    $  (0.60)
Extraordinary item                                      $  (0.56)    $      -
Net loss                                                $  (1.44)    $  (0.60)

Weighted average common shares outstanding                 4,931        4,818


          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE> F-4

                  FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                                 (in thousands)
                                  (Unaudited)

                                                           13 weeks ended
                                                       ------------------------
                                                          May 2,       May 3,
                                                           1998         1997
                                                       -----------  -----------
 Cash Flows from Operating Activities:
    Loss before dividends                               $ (5,539)    $ (1,360)
    Adjustments to reconcile net loss to net
       cash used in operating activities:
          Depreciation and amortization                    1,732        1,207
          Debt discount amortization                         601          459
          Extraordinary loss on debt modification          2,750            -
          Loss on disposal of equipment                      147            -
          Deferred rent expense                              (19)         132
          Changes in operating assets and liabilities:
             Merchandise inventories                      (4,361)      (9,395)
             Prepaid expenses and other assets            (3,506)      (2,277)
             Accounts payable and accrued expenses        (2,142)       4,205
             Other                                        (1,425)      (2,031)
                                                        --------     --------
Net cash used in operating activities                    (11,762)      (9,060)
                                                        --------     --------
Cash Flows from Investing Activities:
   Purchase of leasehold improvements
      and equipment                                         (504)      (1,370)
                                                        --------     --------
Net cash used in investing activities                       (504)      (1,370)
                                                        --------     --------
Cash Flows from Financing Activities:
   Borrowings on revolving credit notes                   85,170       80,893
   Payments on revolving credit notes                    (69,852)     (75,065)
   Payments on notes payable and capital
      lease obligations                                     (978)      (2,622)
   Payment of deferred debt issuance costs                   (45)         (57)
   Net proceeds from issuance of preferred
      stock                                                    -        9,600
   Payment of dividends on Series A preferred stock         (864)        (864)
                                                        --------     --------
Net cash provided by financing activities                 13,431       11,885
                                                        --------     --------

                                         (continued)


                                             F-4

<PAGE> F-5

                         FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
                            Consolidated Statements of Cash Flows
                                       (in thousands)
                                         (Continued)

                                                            13 weeks ended      
                                                       ------------------------
                                                          May 2,        May 3,
                                                           1998          1997
                                                       -----------  -----------
Net increase in cash                                    $  1,165      $  1,455

Cash at the beginning of the period                        3,167         3,261
                                                        --------      --------
Cash at the end of the period                           $  4,332      $  4,716
                                                        ========      ========
Supplemental disclosure of cash flow information:

   Cash paid during the period for interest               $  535        $  835

   Cash paid during the period for income taxes           $   74        $    -

Supplemental disclosure of non-cash investing activities:

   Capital lease purchases                                $  333        $    -

Supplemental disclosure of non-cash financing activities:

     Series B preferred stock dividends                   $  703        $  657


                See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE> F-6

                  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  January 31,  1998  included  in the Family  Bargain
         Corporation  and  Subsidiaries'  (the  Company) Form 10-K and 10-K/A 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 13 weeks ended May 2, 1998 and 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)      Long-term Debt and Revolving Credit Notes

         Effective  April  30,  1998,  the  Company  amended  certain  terms and
         conditions of its revolving  credit  facility.  Under the amended terms
         and   conditions,   the  covenants  were  reset  to  be  reflective  of
         anticipated  earnings,  capital  expenditures  and cash  flow  over the
         remaining term of the revolving credit facility.

         Effective  April  30,  1998 the  Company  entered  into  agreements  to
         exchange the subordinated and junior  subordinated notes for new notes.
         The new  notes  removed  an  estimated  excess  cash  flow  calculation
         previously  used to  determine  the  timing  and  amount  of  payments.
         Further,  the new notes  provide a fixed  schedule  for debt  principal
         payments.  In  accordance  with EITF 96-19,  the Company  recorded  the
         exchange of the subordinated  debt agreements as an  extinguishment  of
         debt, and in connection therewith,  recorded an extraordinary loss, net
         of taxes,  of $2.75  million.  This loss  represents  increases  in the
         present  value of the  principal  amount  of debt and fees  paid to the
         lenders.  The fees  included  the  issuance of 75,000  shares of common
         stock and warrants to purchase  274,418  shares of common  stock,  both
         stated at fair market value.

         The new subordinated notes total $3.3 million and bear interest at 9.2%
         per annum.  Principal payments in the amount of $0.2 million are
         payable on December 31, 1999 and December 31, 2000, with $0.4 million
         due on December 31, 2001 and December 31, 2002 and a final payment
         May 28, 2003 for $2.1 million. If any principal balance remains
         outstanding on April 1, 1999, the interest rate will increase on such
         date, and thereafter on the first day of each successive calendar
         quarter by one percent (1%) provided, however, that the interest rate
         shall not exceed 13.2% per annum.

<PAGE> F-7

                  FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, continued

         The new junior subordinated notes total $17.3 million with principal
         payments at December 31, 1999 and December 31, 2000 for $1.0 million,
         December 31, 2001 and December 31, 2002 for $2.0 million, December 31,
         2003 and December 31, 2004 for $3.0 million and a final payment
         May 28, 2005 for $5.3 million.

         At May 2, 1998, General Textiles was obligated to non-affiliate holder
         of its subordinated and junior subordinated notes in the face amount of
         $20.6 million with a carrying value of $13.4 million, of which
         management estimates principal payments in the amount of approximately
         $3.3 million will be paid in the next twelve months.

(3)      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),  which the Company adopted as of January 31, 1998. This
         Statement sets forth the basis for the computation of "basic"  earnings
         per share and "diluted"  earnings per share from the previous method of
         computing both "primary" and "fully diluted" earnings per share.

         The  preferred  stock  and  other  common  stock  equivalents  were not
         considered as converted because the calculation was anti-dilutive.

(4)      Provision for Income Taxes

         An amount for federal  alternate  minimum taxes was recorded for the 13
         weeks ended May 2, 1998.  No other  provision for income taxes has been
         reflected in the accompanying consolidated statements of operations for
         the 13 weeks  ended  May 2,  1998 and May 3,  1997  since  the  Company
         generated tax losses during these  periods.  Although such losses would
         increase  the  Company's  net  operating  loss carry  forwards  (NOLs),
         realization  of such NOLs is less than  likely  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  consolidated  statements  of
         operations.

(5)      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  increases  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.  The Company expects  conversion
         prior to any actual  payment of  dividends,  therefore the liability is
         zeroed to additional paid in capital.  The accreted dividends therefore
         increase  the  carrying  value of that part of the  additional  paid in
         capital attributable to the Series B Preferred Stock.

<PAGE> F-8

                  FAMILY BARGAIN CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, continued


(6)      Reclassifications

         Certain  reclassifications  have  been  made to the  January  31,  1998
         amounts to conform to the May 2, 1998 presentation.

<PAGE> 3

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 13 weeks ended May 2, 1998 and May 3, 1997.

Results of Operations

The following  discussion and analysis  should be read in  conjunction  with the
Company's Consolidated Financial Statements and notes thereto included elsewhere
in this Form 10-Q.  As of May 2, 1998 there were 162 stores in operation  versus
158 at May 3, 1997.

13 Weeks Ended May 2, 1998 Compared to the 13 Weeks Ended May 3, 1997

Net sales were $66.5  million  for the 13 weeks  ended May 2, 1998  compared  to
$60.4  million for the 13 weeks ended May 3, 1997,  an increase of $6.1 million,
or 10.0%. Comparable sales increased 3.3%, or $1.7 million.

Gross  profit was $21.8  million for the 13 weeks ended May 2, 1998  compared to
$19.0 million for the 13 weeks ended May 3, 1997,  an increase of  approximately
$2.8 million.  As a percentage of sales, gross profit was 32.9% for the 13 weeks
ended May 2, 1998  compared  to 31.4% for the 13 weeks  ended May 3,  1997.  The
increase  in the gross  profit  margin  is  primarily  attributable  to a higher
markup.

Selling and  administrative  expenses  were $21.2 million for the 13 weeks ended
May 2, 1998  compared to $18.6  million  for the 13 weeks ended May 3, 1997,  an
increase of approximately  $2.6 million.  As a percentage of sales,  selling and
administrative  expenses  increased  to 31.9% for the 13 weeks ended May 2, 1998
from 30.7% for the 13 weeks ended May 3, 1997.  The increase as a percentage  of
sales is primarily due to an increase in the minimum wage.

Amortization  of intangibles was $0.6 million for the 13 weeks ended May 2, 1998
compared to $0.5  million for the 13 weeks  ended May 3, 1997.  The  increase is
attributable  to the  non-compete  payments  to the  prior  president  that  are
slightly higher in the current quarter.

The special  charge of $1.5  million  represents  various  expenses  incurred in
connection with hiring the current President and CEO of General  Textiles.  Such
expenses included a signing bonus, moving expenses,  costs to liquidate a former
residence, and executive search fees.

Interest  expense  was $1.3  million for the 13 weeks ended May 2, 1998 and $1.3
million for the 13 weeks ended May 3, 1997.

Federal  income  taxes of  $74,000  were paid in  anticipation  of an  alternate
minimum tax for the 13 weeks ended May 2, 1998.

<PAGE> 4

An extraordinary  charge of $2.8 million was incurred for the 13 weeks ended May
2, 1998 because notes payable  associated with the General  Textiles  bankruptcy
were extinguished and new notes with terms favorable to the Company were issued.

The net loss available to common  stockholders was $7.1 million for the 13 weeks
ended May 2, 1998  compared to a net loss  available to common  stockholders  of
$2.9 million for the 13 weeks ended May 3, 1997.  The decrease in net income for
the 13 weeks ended May 2, 1998 is a result of the operating factors cited above.

Liquidity and Capital Resources

Family Bargain Corporation

As of May 2, 1998,  Family Bargain  Corporation  (the "Parent") had  outstanding
indebtedness  in the principal  amount of $0.7 million,  no material change from
its debt  obligations at January 31, 1998.  The entire $0.7 million  outstanding
principal amount is due during the next twelve months.

General Textiles

General Textiles  finances its operations  through credit provided by suppliers,
amounts  borrowed  under  its  $35.0  million   revolving  credit  facility  and
internally generated cash flow.

General Textiles may borrow up to 65% of eligible inventory, as defined, subject
to a maximum of $35.0 million of amounts  outstanding  at any time. As of May 2,
1998, General Textiles had $18.4 million  outstanding and $4.0 million available
to borrow under its revolving credit facility.

Effective  April 30, 1998, the Company  amended  certain terms and conditions of
its  revolving  credit  facility.  Under the amended terms and  conditions,  the
covenants  were  reset  to  be  reflective  of  anticipated  earnings,   capital
expenditures  and cash  flow over the  remaining  term of the  revolving  credit
facility.

Effective  April 30, 1998 the Company  entered into  agreements  to exchange the
subordinated and junior  subordinated notes for new notes. The new notes removed
an estimated  excess cash flow  calculation  previously  used to  determine  the
timing and amount of payments.  Further,  the new notes provide a fixed schedule
for debt principal payments. In accordance with EITF 96-19, the Company recorded
the exchange of the subordinated  debt agreements as an  extinguishment of debt,
and in connection  therewith,  recorded an extraordinary  loss, net of taxes, of
$2.75  million.  This loss  represents  increases  in the  present  value of the
principal  amount of debt and fees paid to the  lenders.  The fees  included the
issuance of 75,000  shares of common  stock and  warrants  to  purchase  274,418
shares of common stock, both stated at fair market value.

The new subordinated notes total $3.3 million and bear interest at 9.2% per
annum.  Principal payments in the amount of $0.2 million are payable on
December 31, 1999 and December 31, 2000, with $0.4 million due on December 31,
2001 and December 31, 2002 and a final payment May 28, 2003 for $2.1 million. If
any principal balance remains outstanding on April 1, 1999, the interest rate
will increase on such date, and thereafter on the first day of each successive
calendar quarter by one percent (1%) provided, however, that the interest rate
shall not exceed 13.2% per annum.

<PAGE> 5

The new junior subordinated notes total $17.3 million with principal payments at
December 31, 1999 and December 31, 2000 for $1.0 million, December 31, 2001 and
December 31, 2002 for $2.0 million, December 31, 2003 and December 31, 2004 fo
$3.0 million and a final payment May 28, 2005 for $5.3 million.

At May 2, 1998,  General Textiles was obligated to non-affiliate  holders of its
subordinated  notes in the face amount of $20.6 million with a carrying value of
$13.4 million, of which management estimates principal payments in the amount of
approximately $3.3 million will be paid in the next twelve months.

Factory 2-U

Factory 2-U  finances  its  operations  through  credit  provided by  suppliers,
amounts  borrowed  under  its  $15.0  million   revolving  credit  facility  and
internally generated cash flow.

Factory 2-U may borrow up to 65% of eligible inventory, as defined, subject to a
maximum of $15.0 million of amounts  outstanding at any time. As of May 2, 1998,
Factory 2-U had $9.6 million  outstanding  and $0.1 million  available to borrow
under its revolving credit facility.

Capital Expenditures

The Company's  planned  future  capital  expenditures  include costs to open new
stores,  to renovate  and/or  relocate  existing  stores,  to expand its central
administrative  and  distribution  facilities  and to  upgrade  its  information
systems.  Management  believes  that future  expenditures  will be financed from
internal cash flow and the revolving credit facilities.  Through May 2, 1998 the
Company  has spent  approximately  $0.8  million  on capital  expenditures.  The
Company anticipates spending  approximately $5.1 million during the remainder of
the current fiscal year.

Inflation

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

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
are  substantially  below  seasonal  expectations  during  the third and  fourth
quarters, the Company's annual operating results will be adversely affected. The
Company  historically has realized lower sales in its first two quarters,  which
often has resulted in the Company incurring losses during those quarters.

<PAGE> 6

Deferred Tax Assets

The  Company  has net  operating  loss  ("NOL")  carryforwards  for  Federal and
California income tax purposes.  The utilization of these NOLs will be partially
limited  due to  restrictions  imposed  under the  Federal and State laws upon a
change in ownership.

At  May 2,  1998,  the  Company's  total  net  deferred  income  tax  assets,  a
significant  portion  of  which  relates  to NOLs  discussed  above,  have  been
subjected to a 100% valuation  allowance since realization of such assets is not
likely in light of the Company's recurring losses from operations.


Cautionary Statement Regarding Forward-Looking Information

Statements,   other  than  those  based  on  historical  facts,   which  address
activities,  events or developments  that the Company expects or anticipates may
occur in the future are forward-looking statements which are based upon a number
of assumptions  concerning  future  conditions  that may ultimately  prove to be
inaccurate.  Actual events and results may  materially  differ from  anticipated
results  described in such  statements.  The  Company's  ability to achieve such
results  is  subject  to certain  risks and  uncertainties,  including,  but not
limited to,  economic and weather  conditions that affect buying patterns of the
Company's  customers,  changes in consumer spending and the Company's ability to
anticipate  buying  patterns and  implement  appropriate  inventory  strategies,
continued  availability of capital and financing,  competitive factors and other
factors  affecting  the  Company's   business  beyond  the  Company's   control.
Consequently,  all of the  forward-looking  statements  are  qualified  by these
cautionary  statements  and  there  can be no  assurance  that  the  results  or
developments  anticipated by the Company will be realized or that they will have
the expected effects on the Company or its business or operations.

<PAGE> 7

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

The Company is at all times  subject to pending and  threatened  legal  actions,
which arise out of the normal course of business.  In the opinion of management,
based in part on the advice of legal counsel,  the ultimate disposition of these
matters will not have a material  adverse  effect on the  financial  position or
results of operations of the Company.

Item 2.    Changes in Securities
                  None.

Item 3.     Defaults Upon Senior Securities
                  None.

Item 4.    Submission of Matters to a Vote of Security Holders
                  None.

Item 5.    Other Information
                  None.

<PAGE> 8

Item 6.  Exhibits and Reports on Form 8-K

(a)       Exhibits

10.1      Amendment No. 11 to Loan and Security Agreement, dated as
            of  April 30, 1998, between General Textiles and Finova Capital
            Capital Corporation (7 pages)

10.2      Acknowledgment and Reaffirmation (Re: Affiliate Debt,
            Management Fees, Intercreditor Agreement), dated as of
            April 30, 1998, between Family Bargain Corporation and
            Finova Capital Corporation (2 pages)

10.3      Employment  Agreement,  dated March 30,  1998,  by and among  Family
            Bargain Corporation, General Textiles and Michael Searles (15 pages)

10.4      Note Exchange Agreement, dated April 27, 1998 by and among
            General Textiles, Family Bargain Corporation, American
            Endeavour Fund Ltd. And London Pacific Life Annuity Company
            (8 pages)

10.5(a)   Subordinated  Note  Agreement,  dated  April  30,  1998 by and among
            General Textiles, American Endeavour Fund Limited and London Pacific
            Life & Annuity Company (12 pages)

10.5(b)   Subordinated  Note Due 2003,  dated April 30, 1998  between  General
            Textiles and American  Endeavour Fund Limited for  $1,551,363.33  (4
            pages)

10.5(c)   Subordinated  Note Due 2003,  dated April 30, 1998  between  General
            Textiles and London Pacific Life & Annuity Company for $1,698,636.67
            (4 pages)

10.6(a)   Junior  Subordinated  Note  Agreement,  dated  April 30, 1998 by and
            among General Textiles,  American  Endeavour Fund Limited and London
            Pacific Life & Annuity Company (12 pages)

10.6(b)   Junior Subordinated Note, dated April 30, 1998 between
            General Textiles and American Endeavour Fund Limited for
            $8,274,779.94 (3 pages)

10.6(c)   Junior  Subordinated  Note,  dated  April 30, 1998  between  General
            Textiles and London Pacific Life & Annuity Company for $9,060,317.71
            (3 pages)
<PAGE> 9

Exhibit
Number    Description

10.7(a)   Registration Rights Agreement, dated April 30, 1998 by and
            Among Family Bargain Corporation, American Endeavour
            Fund Ltd. and London Pacific Life Annuity Company (5 pages)

10.7(b)   Warrant  to  Purchase  Shares  of  Common  Stock of  Family  Bargain
            Corporation,  dated April 30, 1998 issued to London  Pacific  Life &
            Annuity Company (12 pages)

11.1      Computation of per share loss (1 page)

27        Financial Data Schedule (1 page)

(b)          Reports on Form 8-K None.

<PAGE> 10

                                   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 24, 1998




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

<PAGE> 11

                                 EXHIBIT INDEX
Exhibit
Number  Description                                                      Page

10.1    Amendment No. 11 to Loan and Security Agreement, dated as
        of April 30, 1998, between General Textiles and Finova
        Capital Corporation (7 pages)................................. 12 - 18

10.2    Acknowledgment and Reaffirmation (Re: Affiliate Debt,
        Management Fees, Intercreditor Agreement), dated as of
        April 30, 1998, between Family Bargain Corporation and
        Finova Capital Corporation (2 pages).......................... 19 - 20

10.3    Employment Agreement, dated March 30, 1998, by and among
        Family Bargain Corporation, General Textiles and
        Michael Searles (15 pages).................................... 21 - 35

10.4    Note Exchange Agreement, dated April 27, 1998 by and among
        General Textiles, Family Bargain Corporation, American
        Endeavour Fund Ltd. And London Pacific Life Annuity Company
        (8 pages)..................................................... 36 - 43

10.5(a) Subordinated  Note Agreement,  dated April 30, 1998 by and among General
        Textiles,  American  Endeavour  Fund  Limited and London  Pacific Life &
        Annuity Company (12 pages).......... 44 - 55

10.5(b) Subordinated Note Due 2003, dated April 30, 1998 between
        General Textiles and American Endeavour Fund Limited for
        $1,551,363.33 (4 pages)....................................... 56 - 59

10.5(c) Subordinated Note Due 2003, dated April 30, 1998 between
        General Textiles and London Pacific Life & Annuity Company
        for $1,698,636.67 (4 pages)................................... 60 - 63

10.6(a) Junior  Subordinated  Note Agreement,  dated April 30, 1998 by and among
        General  Textiles,  American  Endeavour  Fund Limited and London Pacific
        Life & Annuity Company (12 pages).......... 64 - 75

10.6(b) Junior Subordinated Note, dated April 30, 1998 between
        General Textiles and American Endeavour Fund Limited for
        $8,274,779.94 (3 pages)....................................... 76 - 78

10.6(c) Junior Subordinated Note, dated April 30, 1998 between
        General Textiles and London Pacific Life & Annuity Company
        for $9,060,317.71 (3 pages)................................... 79 - 81

10.7(a) Registration Rights Agreement, dated April 30, 1998 by and
        Among Family Bargain Corporation, American Endeavour
        Fund Ltd. and London Pacific Life Annuity Company (5 pages)... 82 - 86

10.7(b) Warrant to Purchase Shares of Common Stock of Family
        Bargain  Corporation,  dated  April 30, 1998 issued to London
        Pacific Life & Annuity Company (12 pages)..................... 87 - 98

11.1    Computation of per share loss.................................      99
27      Financial Data Schedule.......................................     100