SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            ------------------

                                 FORM 10-Q


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

For quarterly period ended December 31, 1995 



                      Commission File Number 0-15238


                       VICTORIA CREATIONS, INC.                 
          (Exact name of registrant as specified in its charter)


             Rhode Island                                  05-0301429     
    (State or other jurisdiction of                     (I.R.S. Employer  
     incorporation or organization)                    Identification No.)


        30 Jefferson Park Rd.
        Warwick, Rhode Island                                  02888      
        (Address of principal                                (Zip Code)   
         executive offices)


Registrant's telephone number, including area code            401-467-7150


Indicate by check mark whether the registrant (1) has filed all documents 
and 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  [ ].


At February 19, 1996, there were 7,800,000 shares of the registrant's 
Common Stock, Par Value $0.01 a share, outstanding.






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VICTORIA CREATIONS, INC.


INDEX

                                                        Page No.
                                                        --------
Part I - Financial Information

    Statement of Operations.................................3

    Management's Discussion and Analysis of
      Financial Condition and Results of Operations.........4

    Balance Sheet ..........................................6

    Statement of Cash Flows.................................7

    Notes to Financial Statements ..........................8



Part II - Other Information ................................10























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    VICTORIA CREATIONS, INC.

    Part I - Financial information





    VICTORIA CREATIONS, INC.
    Statement of Operations (000 omitted)

                                   THREE MONTHS ENDED   SIX MONTHS ENDED
                                      DECEMBER 31         DECEMBER 31
                                  ------------------- -------------------
                                     1995      1994      1995      1994
                                  --------- --------- --------- ---------

    Net sales.....................  $13,261   $12,713   $25,171   $27,457

    Cost of goods sold............    7,087     7,556    13,320    15,186
                                  --------- --------- --------- ---------
                     Gross Profit    $6,174    $5,157   $11,851   $12,271

    Selling, general and
      administrative expenses.....    4,941     5,057     9,149    10,014
    Amortization of goodwill......      180       180       360       360
                                  --------- --------- --------- ---------
          Operating Income (Loss)    $1,053      ($80)   $2,342    $1,897

    Other income (expense):
      Interest expense - Note C...     (633)     (894)   (1,125)   (1,867)
      Royalty income..............       12         4        20        18
                                  --------- --------- --------- ---------
            Earnings (Loss)before
                     Income Taxes      $432     ($970)   $1,237       $48

    Provision for income taxes....        7         7        13        13
                                  --------- --------- --------- ---------
              Net earnings (Loss)      $425     ($977)   $1,224       $35
                                  ========= ========= ========= =========

    Average common shares
      outstanding.................    7,800     7,800     7,800     7,800

    Net Earnings (Loss) per Share     $0.05    ($0.13)    $0.16     $0.01


    See notes to financial statements.







                                       3










VICTORIA CREATIONS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company is a 79% owned subsidiary of United Merchants and 
Manufacturers, Inc. ("UM&M" or "Parent Company").


RESULTS OF OPERATIONS

Net sales of the Company increased 4% in the three months but decreased 8% 
in the six months ended December 31, 1995 from the net sales for the 
comparable periods ended December 31, 1994.  The Company's branded label 
merchandise, Givenchy, Richelieu and Lagerfeld, were at sales levels below 
those of the prior year for the current fiscal year's quarter and six 
months as retail sales continued to underperform expectations and prior 
year's comparable period sales volume.  Sales of the Company's private 
label lines increased during both the three and six month periods ended 
December 31, 1995 over such sales for equivalent periods last fiscal year 
as new private label market channels received initial shipments of 
merchandise.  The decrease in sales for the six months ended December 31, 
1995 is attributed to limitations on borrowings of cash from the Company's 
senior secured lender during the five to six-month period prior to August 
1995.  The limitations on borrowing constrained the Company's ability to 
purchase raw materials needed to accept orders for finished goods for 
shipment during the first fiscal quarter of the current year.  The 
limitations were lessened at the end of July 1995 when the Company 
renegotiated its long-term debt with its lender (see Note C of Notes to 
Financial Statements).  Sales of out-of-season merchandise (which is sold 
at lower than the Company's normal margin) declined from those of the 
prior year's comparable periods as less inventory was available for such 
sales.  Unit sales, excluding out-of-season merchandise, increased during 
both the current quarter and the six month period ended December 31, 1995 
compared with the same periods of last fiscal year while average unit 
prices declined.

Cost of goods sold, as a percentage of net sales, for the current quarter 
decreased six percentage points from that of the same quarter and two 
percentage points from that of the same six months last year.  The 
resulting gross profit increased 20% (versus the 4% increases in net 
sales) for the quarter and was down 3% (versus the 8% decline in net 
sales) for the six months ended December 31, 1995 compared with those of 
the prior year's same quarter and six months.  

Selling, general and administrative expenses decreased 2% in the current 
year's quarter and 9% in the six months from those of the three and six 
months ended December 31, 1994.  These decreases were principally the 
result of reductions in sales related expenses and to the Company's 
continued emphasis on expense control.  As a percentage of net sales, 
these expenses decreased 2.5 percentage points for the current quarter and 
were the same for the current six months from those of the same quarter 
and six months last year.  


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<PAGE>



As a result of the increased sales, combined with the decreases in both 
cost of goods sold and selling, general and administrative expenses, 
operating income increased to income of $1.1 million from a loss of 
$80,000 in the prior year's quarter.   For the six months ended December 
31, 1995, the decrease in net sales was more than offset by the decreases 
in cost of goods sold and selling, general and administrative expenses to 
result in operating income of $2.3 million compared to operating income of 
$1.9 million in the prior year's six months.

Although average borrowings, other than from the Parent Company, were 
higher during the current quarter and six months, interest expense 
decreased $261,000 for the three months and $742,000 for the six months 
ended December 31, 1995 from that of the prior year's same quarter and six 
months.  The decreases were due to the decreased interest rate during the 
current periods on the secured loans renegotiated as mentioned above.  The 
Parent Company waived the interest on the amount due to it for all the 
periods shown in the financial statements.  See Note C of Notes to 
Financial Statements.

As a result of the improved operating income and lesser interest expense, 
net earnings for the quarter ended December 31, 1995 were $425,000 
compared with a net loss for the same quarter last year of $977,000.  For 
the current six months, net earnings increased to $1.2 million from the 
$35,000 reported for the six months ended December 31, 1994.


LIQUIDITY AND CAPITAL RESOURCES

The Company has generally met its capital requirements from internally 
generated funds and borrowings from its Parent Company and, until June 30, 
1994, from its factor.  On June 30, 1994, the Company repaid its 
indebtedness to its factor by borrowing from another lender and its Parent 
Company. Effective July 31, 1995, the Company renegotiated its borrowing 
arrangements with its current senior secured lender.  See Note C of Notes 
to Financial Statements.

Short term needs for working capital will be borrowed under a revolving 
loan from the new lender.  The Company does not anticipate increased needs 
for long-term borrowings other than to repay the current lender.

Working capital amounts to $20.6 million at December 31, 1995 and was 
$19.9 million at June 30, 1995, an increase of $0.7 million.     

See Note E - Subsequent Event regarding the Company and its Parent Company 
filing petitions for reorganization relief under Chapter 11 of the U. S. 
Bankruptcy Code.








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    VICTORIA CREATIONS, INC.
    Balance Sheet                                          (000 omitted)
                                                        -------------------
                                                          DEC 31   JUNE 30
                                                           1995      1995
                                                        --------- ---------
                           ASSETS
    Current Assets:
     Cash...............................................      $25      $638
     Receivables, net of allowances of $2,863,000 at
      December 31, 1995 and $2,415,000 at June 30, 1995.    6,279     7,242
     Inventories........................................   17,678    16,430
     Other current assets...............................    1,637       958
                                                        --------- ---------
                                   Total Current Assets   $25,619   $25,268
    Plant and Equipment:
     Machinery and equipment............................   $3,301    $3,233
     Leasehold improvements.............................    1,914     1,913
                                                        --------- ---------
                                                           $5,215    $5,146
     Less accumulated depreciation......................    4,139     4,035
                                                        --------- ---------
                                Net Plant and Equipment    $1,076    $1,111
    Other Assets:
     Goodwill...........................................  $20,348   $20,709
     Other..............................................      772       863
                                                        --------- ---------
                                     Total Other Assets   $21,120   $21,572
                                                        --------- ---------
                                                          $47,815   $47,951
                                                        ========= =========

            LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities:
     Accounts payable...................................   $3,494    $4,284
     Accrued expenses and other liabilities.............    1,505     1,084
                                                        --------- ---------
                              Total Current Liablilties    $4,999    $5,368

    Long-term debt......................................   18,006    11,090

    Due to Parent Company...............................   15,554    23,461

    Stockholders' Equity:
     Common stock, $0.01 par value,
      authorized 10 million shares,
      outstanding 7.8 million shares....................      $58       $58
     Additional paid-in capital.........................   32,998    32,998
     Retained earnings (deficit)........................  (23,800)  (25,024)
                                                        --------- ---------
                             Total Stockholders' Equity    $9,256    $8,032
                                                        --------- ---------
                                                          $47,815   $47,951
                                                        ========= =========
    See notes to financial statements.

                                     6









    VICTORIA CREATIONS, INC.
    Statement of Cash Flows - (000 omitted)

                                                          SIX MONTHS ENDED
                                                            DECEMBER 31
                                                        --------------------
                                                           1995      1994
                                                        --------- ---------

    Cash Flows from Operating Activities:
      Net earnings......................................   $1,224       $35
      Add back items not requiring cash in the
        current period:
          Depreciation and amortization.................      465       500
      Decrease (increase) in assets:
        Accounts receivable.............................      963     2,180
        Inventories.....................................   (1,248)      (36)
        Other current assets............................     (679)       (6)
        Other assets....................................       91      (345)
      Increase (decrease) in current liabilities:
        Accounts payable................................     (790)       50
        Accrued expenses and other liabilities..........      421       375
                                                        --------- ---------
              Net Cash Provided by Operating Activities      $447    $2,753

    Cash Flows from Investing Activities:
      Additions to plant and equipment..................     ($69)     ($69)

    Cash Flows from Financing Activities:
      Long-term debt....................................   $6,916   ($1,420)
      Due to Parent Company.............................   (7,907)     (426)
                                                        --------- ---------
                 Net Cash Used for Financing Activities     ($991)  ($1,846)
                                                        --------- ---------
                        Net Increase (Decrease) in Cash     ($613)     $838


    Cash at beginning of period.........................      638        72
                                                        --------- ---------
                                  Cash at End of Period       $25      $910
                                                        ========= =========

    ----------
    Supplemental disclosure:
      Cash payments for:
        Interest........................................   $1,125    $1,867
        Income taxes....................................       13        13

    See notes to financial statements.





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VICTORIA CREATIONS, INC.
Notes to Financial Statements

Note A - Basis of Presentation

The accompanying financial statements of Victoria Creations, Inc. 
(Company) have been prepared in accordance with generally accepted 
accounting principles for interim financial information and with the 
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, 
they do not include all of the information and footnotes required by 
generally accepted accounting principles for complete financial 
statements.  In the opinion of management, all adjustments (consisting of 
normal recurring accruals) considered necessary for a fair presentation 
have been included.  The results of operations of any interim period are 
subject to year-end audit and adjustments, and are not necessarily 
indicative of the results of operations for the fiscal year.  For further 
information, refer to the financial statements and footnotes thereto 
included in the Company's Annual Report on Form 10-K for the year ended 
June 30, 1995.

The Company is a 79% owned subsidiary of United Merchants and 
Manufacturers, Inc. (UM&M or Parent Company).  UM&M is a publicly held 
company whose stock is traded on the New York Stock Exchange.

Note B - Inventories

Inventories consist of:
                                                          (000 omitted)   
                                                         ---------------- 
                                                         Dec 31   June 30 
                                                          1995     1995   
                                                         -------  ------- 
 Raw materials ........................................  $ 5,034  $ 5,120 
 Work in process ......................................      575      484 
 Finished goods .......................................   12,069   10,826 
                                                         -------  ------- 
                                                         $17,678  $16,430 
                                                         =======  ======= 

Note C  - Long-Term Debt and Interest Expense 

Effective July 31, 1995, the Company renegotiated its borrowing 
arrangements with its current lender.  Under the terms of the amended 
agreements, the lender loaned to the Company additional funds of 
approximately $8.3 million, increasing the Company's total indebtedness to 
the lender to approximately $17.9 million, and reduced the interest rate 
paid on the Company's indebtedness to the lender from 24% to prime rate 
plus 3 1/2%, or currently 12% a year.  Of the additional borrowing, $2.0 
million was used to meet working capital needs and the remainder was used 
to reduce the Company's indebtedness to its Parent Company to 
approximately $16.7 million.  The current arrangements consist of a 





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VICTORIA CREATIONS, INC.
Notes to Financial Statements (continued)

term loan ($4,760,000 at December 31, 1995) payable $60,000 a month with 
the balance due June 15, 2000 and a revolving loan, based on the Company's 
eligible accounts receivable and inventories, having a term ending on June 
15, 1998.  The revolving loan will be renewed automatically for successive 
one year periods thereafter unless terminated by either party upon thirty 
days notice.  

Interest expense includes interest on amounts due on long-term debt.  The 
Parent Company waived interest on the amount due to it for each of the 
three and six month periods ended December 31, 1995 and 1994.  If the 
Parent Company had not waived the interest due to it, interest expense 
would have been approximately $496,000 and $600,000 greater for the three 
months and $900,000 and $1,159,000 greater for the six months ended 
December 31, 1995 and 1994, respectively, than that reflected in the 
statement of operations.    

Note D - Income Taxes

The provision for income taxes for the three and six month periods ended 
December 31, 1995 and 1994 varied from the expected relationship to 
earnings (loss) before income taxes (and amortization of goodwill, which 
is not deductible for income tax purposes) since the Company had net 
operating loss carryforwards to offset earnings and therefore, no 
provision for Federal income taxes was required.  The amounts shown as 
provision for income taxes for the periods are for state and local taxes.


Note E - Subsequent Event

Effective February 22, 1996, the Company and its Parent Company, United 
Merchants and Manufacturers, Inc., filed petitions for reorganization 
relief under Chapter 11 of the Bankruptcy Code in the United States Court 
for the Southern District of New York.  

The filings became necessary because the Company's secured lender refused 
to extend necessary funding for its current operations and the Parent 
Company guarantees the Company's debt to the lender.  Consequently, the 
Company and its Parent Company are unable to meet their immediate 
financial commitments.  After a thorough review of all alternatives, the 
Company was compelled to take this action to preserve its assets, provide 
for continuing operation and protect the interests of its stockholders, 
creditors, customers, employees and suppliers.

Subject to bankruptcy court approval of post-petition financing, the 
Company and its Parent Company plan to continue to operate their 
businesses as debtors-in-possession while the reorganization is pending.  
If post-petition financing is not ordered by the court, it is likely that 
the Company will be liquidated.





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VICTORIA CREATIONS, INC.


Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits:

         (27) Financial Data Schedule - filed herewith.

    (b)  Reports on Form 8-K during quarter for which this report is 
         filed- None

                                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.

                                    VICTORIA CREATIONS, INC.




Date: February 23, 1996             by /S/ Norman R. Forson        
                                       Norman R. Forson
                                       Senior Vice President
                                         and Treasurer





















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<PAGE>


                         VICTORIA CREATIONS, INC.

                                 FORM 10-Q


                             INDEX TO EXHIBIT


The following exhibit is being filed herewith:

Exhibit No.

    (27) Financial Data Schedule as of and for the quarter ended December 
         31, 1995 is filed herewith.






































                                    E-1

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