FORM 10-K/A
    
                       Securities and Exchange Commission
                             Washington, D.C. 20549

            (X) Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 1996
                                       or
            ( ) Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                         Commission File Number 1-11998

                                FAC REALTY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 DELAWARE
 (STATE OR OTHER JURISDICTION OF                        56-1819372
 INCORPORATION OR ORGANIZATION)            (I.R.S. EMPLOYER IDENTIFICATION NO.)

             11000 Regency Parkway
            Third Floor, East Tower
             Cary, North Carolina                    27511
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (ZIP CODE)


                                 (919) 462-8787

              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                               TITLE OF EACH CLASS

                          Common Stock, $.01 par value

                    NAME OF EACH EXCHANGE ON WHICH REGISTERED

                             New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                              Yes   X       No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K[X].

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of March 31,1997, was approximately $65,900,000.

As of March 31,1997, there were 12,103,155 shares of the Registrant's Common
Stock, $.01 par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE.


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                                   SIGNATURES



                  Pursuant to the requirements of Section 13 or 15(d) 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.

                                   FACTORY STORES OF AMERICA, INC.



                                   By /s/ C. CAMMACK MORTON
                                   C. Cammack Morton, President, Chief Executive
                                   Officer and Director


                  Pursuant to the requirements of the Securities Exchange Act of
         1934, this report has been signed by the following persons on behalf of
         the Registrant and in the capacities indicated on the 11th day of
         April, 1997.

<TABLE>


<S>                                       <C>
 /s/ C. CAMMACK MORTON                    Director, President and Chief Executive Officer
 C. Cammack Morton                        (principal executive officer)


 /s/ PATRICK M. MINIUTTI                  Director, Exec. Vice President and Chief Financial Officer
 Patrick M. Miniutti                      (principal financial officer and accounting officer)


 /s/ ROBERT O. AMICK                       Director
 Robert O. Amick


 /s/ B. MAYO BODDIE, SR.                   Director
 B. Mayo Boddie, Sr.


 /s/ J. RICHARD FUTRELL, JR.               Director
 J. Richard Futrell, Jr.


 /s/ THEODORE E. HAIGLER, JR.              Director
 Theodore E. Haigler, Jr.


 /s/ JOHN W. GILDEA
 John W. Gildea                            Director

</TABLE>