Exhibit 4.3

                            FACTORY 2-U STORES, INC.

                             1997 STOCK OPTION PLAN


                            THE AMENDED AND RESTATED

                            FACTORY 2-U STORES, INC.

                             1997 STOCK OPTION PLAN

1.    PURPOSE.

      This Amended and Restated Factory 2-U Stores,  Inc. 1997 Stock Option Plan
(the "Plan") is intended to provide  incentives  which will attract,  retain and
motivate highly competent  persons as key employees of Factory 2-U Stores,  Inc.
(the  "Company")  and of any  subsidiary  now  existing or  hereafter  formed or
acquired, by providing them opportunities to acquire shares of the common stock,
par value $0.01 per share, of the Company  ("Common  Stock").  Furthermore,  the
Plan is  intended to assist in  aligning  the  interests  of the  Company's  key
employees with those of its stockholders.

2.    ADMINISTRATION.

            (a) The Plan shall be administered by a committee (the  "Committee")
      appointed  by the Board of Directors  of the Company  (the  "Board")  from
      among its members.  The Committee  shall be comprised of not less than two
      members.  Each  member  of  the  Committee  shall  at all  times  be (i) a
      "Non-Employee  Director"  within the meaning of Rule  16b-3(b)(3)  (or any
      successor rule) promulgated under the Securities  Exchange Act of 1934, as
      amended (the "Exchange  Act"),  and (ii) an "outside  director" within the
      meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended
      (the "Code"), and the regulations promulgated  thereunder.  Subject to the
      provisions of the Plan,  the  Committee is  authorized  to establish  such
      rules and regulations as it deems necessary for the proper  administration
      of the Plan and to make such  determinations  and  interpretations  and to
      take such  action in  connection  with the Plan and any Stock  Options (as
      described in Section 5 below) granted  hereunder as it deems  necessary or
      advisable.  All determinations and  interpretations  made by the Committee
      shall be  binding  and  conclusive  on all  participants  and their  legal
      representatives. No member of the Board, no member of the Committee and no
      employee  of the  Company  shall be liable  for any act or  failure to act
      hereunder,  except in circumstances  involving his or her bad faith, gross
      negligence  or  willful  misconduct,  or for  any  act or  failure  to act
      hereunder  by any other  member or employee or by any agent to whom duties
      in connection  with the  administration  of this Plan have been delegated.
      The Company shall indemnify  members of the Committee and any agent of the
      Committee  who  is an  employee  of  the  Company,  against  any  and  all
      liabilities  or expenses to which they may be  subjected  by reason of any
      act or failure to act with  respect to their duties on behalf of the Plan,
      except  in  circumstances   involving  such  person's  bad  faith,   gross
      negligence or willful misconduct.

            (b) The Committee may delegate to one or more of its members,  or to
      one or more agents, such  administrative  duties as it may deem advisable,
      and the  Committee,  or any  person  to whom it has  delegated  duties  as
      aforesaid, may employ one or more persons to render advice with respect to

<PAGE>

      any  responsibility  the Committee or such person may have under the Plan.
      The  Committee  may employ such legal or other  counsel,  consultants  and
      agents as it may deem desirable for the administration of the Plan and may
      rely upon any  opinion  or  computation  received  from any such  counsel,
      consultant or agent.  Expenses incurred by the Committee in the engagement
      of such counsel,  consultant or agent shall be paid by the Company, or the
      subsidiary or affiliate  whose employees have benefitted from the Plan, as
      determined by the Committee.

3.    PARTICIPANTS.

      Participants shall consist of such key employees,  directors,  consultants
and  suppliers of the Company and any of its  subsidiaries,  as the Committee in
its sole discretion  determines to be significantly  responsible for the success
and future  growth and  profitability  of the Company and whom the Committee may
designate from time to time to receive Stock Options under the Plan. Designation
of a participant  in any year shall not require the Committee to designate  such
person to  receive a Stock  Option in any other  year or,  once  designated,  to
receive the same type or amount of Stock Option as granted to the participant in
any other year. The Committee  shall consider such factors as it deems pertinent
in  selecting  participants  and in  determining  the type and  amount  of their
respective Stock Options.

4.    COMMON STOCK AVAILABLE UNDER THE PLAN.

      The  aggregate  number of shares of Common  Stock  that may be  subject to
Stock Options granted under this Plan shall be 2,157,980 shares of Common Stock,
which  may be  authorized  and  unissued  or  treasury  shares,  subject  to any
adjustments  made in  accordance  with Section 6 hereof.  The maximum  number of
shares of Common Stock with respect to which Stock Options may be granted to any
individual  participant  under the Plan  during  the term of the Plan  shall not
exceed  361,596  shares,  subject to any  adjustments  made in  accordance  with
Section 6 hereof. Any shares of Common Stock subject to a Stock Option which for
any reason is cancelled, terminated without having been exercised, forfeited, or
delivered  to the  Company as pan of full  payment  for the  exercise of a Stock
Option shall again be available for Stock Options under the Plan.  The preceding
sentence  shall apply only for purposes of determining  the aggregate  number of
shares of Common Stock subject to Stock Options and shall not apply for purposes
of  determining  the maximum  number of shares of Common Stock  subject to Stock
Options that any individual participant may receive.

5.    STOCK OPTIONS.

            (a) IN GENERAL.  The  Committee is authorized to grant Stock Options
      to key employees, directors,  consultants and suppliers of the Company and
      any of its subsidiaries, and shall, in its sole discretion,  determine the
      key employees, directors, consultants and suppliers who will receive Stock
      Options  and the number of shares of Common  Stock  underlying  each Stock
      Option.  Stock Options may be (i) "incentive  stock  options"  ("Incentive
      Stock  Options"),  within the meaning of Section 422 of the Code,  or (ii)
      Stock   Options   which  do  not   constitute   Incentive   Stock  Options
      ("Nonqualified Stock Options").  The Committee shall have the authority to

<PAGE>

      grant  to  any  key  employee  one  or  more   Incentive   Stock  Options,
      Nonqualified Stock Options,  or both types of Stock Options,  and to grant
      to any other  participant  one or more  Nonqualified  Stock Options.  Each
      Stock Option shall be subject to such terms and conditions consistent with
      the Plan as the Committee may impose from time to time. In addition,  each
      Stock Option shall be subject to the  following  limitations  set forth in
      this Section 5.

            (b) STOCK OPTION  AGREEMENTS.  Stock  Options  shall be evidenced by
      agreements  (which need not be  identical)  in such forms as the Committee
      may from time to time approve; PROVIDED, HOWEVER, that in the event of any
      conflict between the provisions of the Plan and any such  agreements,  the
      provisions of the Plan shall prevail.

            (c)  EXERCISE  PRICE.  Subject to the  provisions  of  Section  5(f)
      hereof, each Stock Option granted hereunder shall have such exercise price
      as the Committee may  determine at the date of grant;  PROVIDED,  HOWEVER,
      that the exercise  price of any  Incentive  Stock Option shall not be less
      than 100 percent of the Fair Market  Value (as defined in Section 9 below)
      of the Common Stock on the date such Incentive Stock Option is granted.

            (d) PAYMENT OF EXERCISE  PRICE.  The Stock Option exercise price may
      be paid in cash or, in the discretion of the Committee, by the delivery of
      shares of Common Stock then owned by the  participant,  by the withholding
      of shares of Common Stock for which a Stock Option is exercisable, or by a
      combination of these methods. In the discretion of the Committee,  payment
      may also be made by delivering a properly  executed exercise notice to the
      Company  together with a copy of irrevocable  instructions  to a broker to
      deliver promptly to the Company the amount of sale or loan proceeds to pay
      the exercise  price.  To facilitate the  foregoing,  the Company may enter
      into  agreements  for  coordinated  procedures  with one or more brokerage
      firms. The Committee may prescribe any other method of paying the exercise
      price that it  determines  to be consistent  with  applicable  law and the
      purpose  of the  Plan,  including,  without  limitation,  in  lieu  of the
      exercise  of a Stock  Option by  delivery  of shares of Common  Stock then
      owned by a participant,  providing the Company with a notarized  statement
      attesting to the number of shares owned,  where upon  verification  by the
      Company,  the Company  would issue to the  participant  only the number of
      incremental  shares to which the  participant is entitled upon exercise of
      the Stock Option.  In determining  which methods a participant may utilize
      to pay the exercise  price,  the Committee may consider such factors as it
      determines  are  appropriate;  PROVIDED,  HOWEVER,  that with  respect  to
      Incentive  Stock Options,  all such  discretionary  determinations  by the
      Committee  shall be made at the time of grant and  specified  in the Stock
      Option agreement.

            (e) EXERCISE  PERIOD.  Stock Options granted under the Plan shall be
      exercisable at such time or times and subject to such terms and conditions
      as shall be determined by the Committee;  PROVIDED, HOWEVER, that no Stock
      Option  shall be  exercisable  later  than 10 years  after  the date it is
      granted.  All Stock Options shall terminate at such earlier times and upon
      such conditions or  circumstances as the Committee shall in its discretion
      set forth in such Stock Option agreement at the date of grant.

            (f) LIMITATIONS ON INCENTIVE STOCK OPTIONS.  Incentive Stock Options
      may be granted only to  participants  who are key employees of the Company

<PAGE>

      or any of its  subsidiaries  at the date of grant.  The  aggregate  market
      value  (determined  as of the time the  Stock  Option is  granted)  of the
      Common  Stock with respect to which  Incentive  Stock  Options  (under all
      option  plans of the  Company)  are  exercisable  for the first  time by a
      participant  during  any  calendar  year shall not  exceed  $100,000.  For
      purposes of the preceding  sentence,  (i) Incentive Stock Options shall be
      taken  into  account  in the  order in which  they  are  granted  and (ii)
      Incentive  Stock  Options  granted  before  1987  shall not be taken  into
      account.  Incentive  Stock  Options may not be granted to any  participant
      who, at the time of grant, owns stock possessing (after the application of
      the attribution  rules of Section 424(d) of the Code) more than 10 percent
      of the total combined voting power of all outstanding  classes of stock of
      the Company or any of its  subsidiaries,  unless the option price is fixed
      at not less than 110 percent of the Fair Market  Value of the Common Stock
      on the date of grant and the exercise of such option is  prohibited by its
      terms  after  the  expiration  of 5 years  from  the date of grant of such
      option.  In  addition,  no  Incentive  Stock  Option  shall be issued to a
      participant in tandem with a Nonqualified Stock Option.

6.    ADJUSTMENT PROVISIONS.

      If  there  shall  be any  change  in the  Common  Stock,  through  merger,
consolidation,  reorganization,  recapitalization,  stock dividend, stock split,
reverse  stock split,  split up,  spinoff,  combination  of shares,  exchange of
shares,  dividend  in  kind  or  other  like  change  in  capital  structure  or
distribution  (other than normal cash dividends) to stockholders of the Company,
an adjustment shall be made to each outstanding Stock Option such that each such
Stock Option shall  thereafter be exercisable for such  securities,  cash and/or
other  property  as would have been  received  in  respect  of the Common  Stock
subject  to such  Stock  Option had such Stock  Option  been  exercised  in full
immediately  prior to such change or distribution,  and such an adjustment shall
be made successively each time any such change shall occur. In addition,  in the
event of any such  change  or  distribution,  in order to  prevent  dilution  or
enlargement of  participants'  rights under the Plan,  the Committee  shall have
authority to adjust, in an equitable manner,  the number and kind of shares that
may be  issued  under  the  Plan,  the  number  and kind of  shares  subject  to
outstanding  Stock Options,  the exercise price applicable to outstanding  Stock
Options,  and the  Fair  Market  Value  of the  Common  Stock  and  other  value
determinations applicable to outstanding Stock Options.  Appropriate adjustments
may also be made by the  Committee in the terms of any Stock  Options  under the
Plan to reflect such changes or  distributions  and to modify any other terms of
outstanding  Stock Options on an equitable  basis,  including  modifications  of
performance   targets  and  changes  in  the  length  of  performance   periods.
Notwithstanding  the foregoing,  (i) any adjustment with respect to an Incentive
Stock Option shall comply with the rules of Section 424(a) of the Code, and (ii)
in no event shall any adjustment be made which would render any Incentive  Stock
Option granted  hereunder  other than an incentive  stock option for purposes of
Section 422 of the Code.

7.    CHANGE IN CONTROL.

            (a)  Notwithstanding any other provision of this Plan, if there is a
      Change in Control of the Company, all then outstanding Stock Options shall
      immediately become exercisable.  For purposes of this Section 7, a "Change
      in Control" of the Company  shall be deemed to have  occurred  upon any of
      the following events:

<PAGE>

                  (i) any person or group within the meaning of Section 13(d)(3)
         of the Exchange Act (other than the persons who do so on the  Effective
         Date)  shall  beneficially  own (within the meaning of Rule 13d-3 under
         the  Exchange  Act)  more  than 50% of the  total  voting  power of all
         classes of capital stock of the Company  entitled to vote  generally in
         the election of directors of the Company;

                  (ii)  the Company  consolidates with, merges into, or sells,
         leases or  conveys  all or  substantially  all of its  assets to, any
         other person; or

                  (iii) the  Company  enters  into or  approves  any  agreement,
         transaction  or proposal  that would  result in the  occurrence  of any
         event  described in clauses (i) or (ii) (including  without  limitation
         any agreement, transaction or proposal that would have such result with
         the passage of time, upon the payment of money or other  consideration,
         or upon the occurrence of any contingency or contingencies).

            (b) The Committee,  in its discretion,  may determine that, upon the
      occurrence  of a Change in  Control  of the  Company,  each  Stock  Option
      outstanding  hereunder shall terminate  within a specified  number of days
      after notice to the holder, and such holder shall receive, with respect to
      each share of Common Stock subject to such Stock  Option,  an amount equal
      to the  excess of the Fair  Market  Value of such  shares of Common  Stock
      immediately  prior to the  occurrence  of such Change in Control  over the
      exercise  price per  share of such  Stock  Option;  such  amount  shall be
      payable in cash, in one or more kinds of property (including the property,
      if any,  payable in the transaction) or in a combination  thereof,  as the
      Committee, in its discretion, shall determine.

8.    TRANSFERABILITY.

      Each  Stock  Option  granted  under  the  Plan to a  participant  shall be
exercisable,  during the participant's  lifetime, only by the participant and no
such Stock Option shall be  transferable  otherwise  than by will or the laws of
descent and distribution. In the event of the death of a participant, each Stock
Option theretofore granted to him or her shall be exercisable during such period
after his or her death as the  Committee  shall in its  discretion  set forth in
such  option  or right at the date of grant  and then  only by the  executor  or
administrator of the estate of the deceased participant or the person or persons
to whom the deceased  participant's  rights under the Stock Option shall pass by
will or the laws of descent and distribution.

9.    FAIR MARKET VALUE.

      For purposes of this Plan and any Stock  Option  granted  hereunder,  Fair
Market  Value shall be (i) the closing  price of the Common Stock on the date of
calculation  (or on the last  preceding  trading  date if  Common  Stock was not
traded on such date) if the  Common  Stock is  readily  tradeable  on a national
securities  exchange or other  market  system or (ii) if the Common Stock is not
readily  tradeable,  the amount determined in good faith by the Committee as the
fair market value of the Common Stock.

<PAGE>

10.   WITHHOLDING.

      All payments or  distributions  made  pursuant to the Plan shall be net of
any amounts required to be withheld  pursuant to applicable  federal,  state and
local tax withholding  requirements.  If the Company  proposes or is required to
distribute  Common Stock  pursuant to the Plan,  it may require the recipient to
remit  to it or to  the  corporation  that  employs  such  recipient  an  amount
sufficient to satisfy such tax withholding requirements prior to the delivery of
any  certificates  for such Common Stock.  In lieu  thereof,  the Company or the
employing  corporation shall have the right to withhold the amount of such taxes
from any other sums due or to become due from such  corporation to the recipient
as the Committee  shall  prescribe.  The Committee  may, in its  discretion  and
subject  to such  rules as it may adopt  (including  any as may be  required  to
satisfy  applicable  tax  and/or  non-tax  regulatory  requirements),  permit  a
participant to pay all or a portion of the federal,  state and local withholding
taxes arising in connection with any Stock Option consisting of shares of Common
Stock by electing to have the Company  withhold  shares of Common Stock having a
Fair Market Value equal to the amount of tax to be withheld, such tax calculated
at rates required by statute or regulation.

11.   TENURE.

      A  participant's  right,  if any,  to  continue  to serve the Company as a
director,  officer,  employee, or otherwise,  shall not be enlarged or otherwise
affected by his or her designation as a participant under the Plan.

12.   UNFUNDED PLAN.

      Participants shall have no right,  title, or interest  whatsoever in or to
any investments  which the Company may make to aid it in meeting its obligations
under the Plan.  Nothing  contained in the Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary  relationship  between the Company and any  participant,  beneficiary,
legal representative or any other person. To the extent that any person acquires
a right to receive payments from the Company under the Plan, such right shall be
no greater than the right of an unsecured  general creditor of the Company.  All
payments  to be made  hereunder  shall  be paid  from the  general  funds of the
Company and no special or separate fund shall be established  and no segregation
of assets shall be made to assure  payment of such  amounts  except as expressly
set forth in the Plan.  The Plan is not  intended to be subject to the  Employee
Retirement Income Security Act of 1974, as amended.

13.   NO FRACTIONAL SHARES.

      No fractional shares of Common Stock shall be issued or delivered pursuant
to the Plan. The Committee shall determine  whether cash or other property shall
be issued or paid in lieu of fractional shares or whether such fractional shares
or any rights thereto shall be forfeited or otherwise eliminated.

<PAGE>

14.   DURATION, AMENDMENT AND TERMINATION.

      No Stock Option  shall be granted  more than 10 years after the  Effective
Date (as  defined  below).  The  Board  may  amend the Plan from time to time or
suspend or terminate  the Plan at any time;  PROVIDED,  HOWEVER,  that no action
authorized  by this  Section 14 shall  reduce the amount of any  existing  Stock
Option or change the terms and  conditions  thereof  without  the  participant's
consent. No amendment of the Plan shall, without approval of the stockholders of
the  Company,  (i) increase the total number of shares which may be issued under
the Plan,  (ii)  increase  the  maximum  number of shares  underlying  all Stock
Options that may be granted to any individual during the term of the Plan, (iii)
modify the  requirements  as to  eligibility  for Stock Options grants under the
Plan, or (iv) disqualify any Incentive Stock Options granted hereunder.

15.   GOVERNING LAW.

      This Plan, Stock Options granted hereunder and actions taken in connection
herewith  shall be governed  and  construed in  accordance  with the laws of the
State of  Delaware  (regardless  of the law that might  otherwise  govern  under
applicable Delaware principles of conflict of laws).

16.   EFFECTIVE DATE.

            (a) The Plan  shall be  effective  as of the date on which the Plan,
      having been theretofore adopted by the Committee, shall be ratified by the
      Board  (the  "Effective  Date");  PROVIDED,  HOWEVER,  that the Plan shall
      thereafter  be  approved by the  stockholders  of the Company at an annual
      meeting or any special  meeting of  stockholders  of the Company within 12
      months after the Effective Date, and such approval of  stockholders  shall
      be a condition to the right of each  participant  to receive Stock Options
      hereunder.  Any Stock Option granted under the Plan prior to such approval
      of stockholders  shall be effective as of the date of grant (unless,  with
      respect to any Stock Option, the Committee specifies otherwise at the time
      of grant),  but no such Stock  Option may be  exercised  or settled and no
      restrictions  relating  to any  Stock  Option  may  lapse  prior  to  such
      stockholder  approval,  and if  stockholders  fail to approve  the Plan as
      specified hereunder, any such Stock Option shall be cancelled.

            (b) This  Plan  shall  terminate  on the  tenth  anniversary  of the
      Effective Date (unless sooner terminated by the Board).

<PAGE>

                                 AMENDMENT TO
               AMENDED AND RESTATED FAMILY BARGAIN CORPORATION
                             1997 STOCK OPTION PLAN

            WHEREAS the Board of Directors of Factory 2-U Stores, Inc., formerly
Family Bargain Corporation (the "Company"), has determined that it would be in
the best interest of the Company to amend the Amended and Restated 1997 Stock
Option Plan of the Company (the "Plan");

            NOW, THEREFORE, effective as of the date hereof, the Plan is amended
as follows:

            1.    The name of the Plan is hereby amended to be "Factory 2-U
Stores, Inc. 1997 Stock Option Plan."

            2. Section 1 of the Plan is hereby amended to change all references
to "Family Bargain Corporation" to "Factory 2-U Stores, Inc."

            3.    Section 4 of the Plan is hereby amended to read in its
entirety as follows:

                  "4.   Common Stock Available Under the Plan.

                        The aggregate number of shares of Common Stock that may
                  be subject to Stock Options granted under this Plan shall be
                  2,157,980 shares of Common Stock, which may be authorized and
                  unissued or treasury shares, subject to any adjustments made
                  in accordance with Section 6 hereof. The maximum number of
                  shares of Common Stock with respect to which Stock Options may
                  be granted to any individual participant under the Plan during
                  the term of the Plan shall not exceed 361,596 shares, subject
                  to any adjustments made in accordance with Section 6 hereof.
                  Any shares of Common Stock subject to a Stock Option which for
                  any reason is canceled, terminated without having been
                  exercised, forfeited or delivered to the Company as part of
                  full payment for the exercise of any Stock Option shall again
                  be available for Stock Options under the Plan. The preceding
                  sentence shall apply only for purposes of determining the
                  aggregate number of shares of Common Stock subject to Stock
                  Options and shall not apply for purposes of determining the
                  maximum number of shares of Common Stock subject to Stock
                  Options that any individual participant may receive."

            4.    In all other respects the Plan shall remain unchanged and
in full force and effect.


Dated:  June 27, 2000               /S/ SUSAN M. SKROKOV
                                    --------------------------------------------
                                    Susan M. Skrokov, Secretary