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 September 30, 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 November 10, 1995, there were 7,800,000 shares of the registrant's 
Common Stock, Par Value $0.01 a share, outstanding.






                                     1

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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























                                     2

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    VICTORIA CREATIONS, INC.

    Part I - Financial information



    VICTORIA CREATIONS, INC.
    Statement of Operations

                                                           (000 omitted)
                                                        -------------------
                                                         THREE MONTHS ENDED
                                                            SEPTEMBER 30
                                                        -------------------
                                                           1995      1994
                                                        --------- ---------

    Net sales...........................................  $11,910   $14,744

    Cost of goods sold..................................    6,233     7,630
                                                        --------- ---------
                                           Gross Profit    $5,677    $7,114

    Selling, general and administrative expenses........    4,208     4,957
    Amortization of goodwill............................      180       180
                                                        --------- ---------
                                       Operating Income    $1,289    $1,977

    Other income (expense):
     Interest expense-Note C............................     (492)     (973)
     Royalty income.....................................        8        14
                                                        --------- ---------
                           Earnings before Income taxes      $805    $1,018

    Provision for income taxes..........................        6         6
                                                        --------- ---------
                                           Net Earnings      $799    $1,012
                                                        ========= =========


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

    Net Earnings per share..............................    $0.10     $0.13


    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 for the three months ended September 30, 1995 of 
$11.9 million decreased 19% from the $14.7 million reported for the 
comparable period ended September 30, 1994.  Both the Company's branded 
label merchandise, Givenchy, Richelieu and Lagerfeld, and the Company's 
private label business showed decreases in sales.  The decreases are 
attributed to limitations on borrowing of cash from the Company's senior 
secured lender.  The limitations on borrowing constrained the Company's 
ability to purchase raw materials needed to accept orders for finished 
goods for shipment during the quarter.  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 for details of the 
refinancing).  Sales of out-of-season merchandise (which is sold at lower 
than the Company's normal margin) also declined from that of the prior 
year's same three months reflecting the Company's focus on forecasting and 
inventory control which reduced the quantities of inventory available for 
such sales.  Unit sales, excluding out-of-season merchandise, for the 
current year's quarter decreased 20% from those of the comparable quarter 
last year while average unit prices remained constant.   

Cost of goods sold for the current quarter decreased 18% from that of the 
three months ended September 30, 1994 generally tracking the decrease in 
net sales.    

The resulting gross profit for the quarter ended September 30, 1995 
decreased 20% from that of the prior year's same quarter.  As a percentage 
of net sales, gross profit for the current quarter was the same as that of 
the three months ended September 30, 1994.

Selling, general and administrative expenses decreased 15% in the current 
year's quarter from those of the three months ended September 30, 1994.  
The decrease is attributable to reductions of sales volume related 
expenses such as advertising and royalties expenses and to the Company's 
continued emphasis on expense control.

Although average borrowings, other than from the Parent Company, were 
higher during the current quarter, interest expense for the three months 
ended September 30, 1995 decreased $481,000 from that of the prior year's 
same quarter.  The decrease was due the decreased interest rate on the 
secured loans renegotiated as mentioned above.  The Parent Company waived 
the interest on the amount due to it for both of the three month periods 
ended September 30, 1995 and 1994.  See Note C of Notes to Financial 
Statements.

                                     4


<PAGE>


Net earnings for the quarter ended September 30, 1995 decreased 21% to 
$799,000 from the prior year's same quarter net earnings of $1.0 million.  
This shortfall was mitigated somewhat by the improved terms of the 
Company's renegotiated lending agreement in July 1995 mentioned above.

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 lender.  The Company does not anticipate increased needs for 
long-term borrowings other than to repay the current lender.

Working capital amounts to $21.3 million at September 30, 1995 and was 
$19.9 million at June 30, 1995, an increase of $1.4 million.  The 
Company's current ratio of 5.0 to 1 at September 30, 1995 is deemed 
adequate for the Company's present financial position and needs.   




































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    VICTORIA CREATIONS, INC.
    Balance Sheet                                          (000 omitted)
                                                        -------------------
                                                          SEP 30   JUNE 30
                                                           1995      1995
                                                        --------- ---------
                           ASSETS
    Current Assets:
     Cash...............................................     $600      $638
     Receivables, net of allowances of $3,345,000 at
      September 30, 1995 and $2,415,000 at June 30, 1995    8,056     7,242
     Inventories........................................   16,663    16,430
     Other current assets...............................    1,232       958
                                                        --------- ---------
                                   Total Current Assets   $26,551   $25,268
    Plant and Equipment:
     Machinery and equipment............................   $3,237    $3,233
     Leasehold improvements.............................    1,914     1,913
                                                        --------- ---------
                                                           $5,151    $5,146
     Less accumulated depreciation......................    4,087     4,035
                                                        --------- ---------
                                Net Plant and Equipment    $1,064    $1,111
    Other Assets:
     Goodwill...........................................  $20,529   $20,709
     Other..............................................      779       863
                                                        --------- ---------
                                     Total Other Assets   $21,308   $21,572
                                                        --------- ---------
                                                          $48,923   $47,951
                                                        ========= =========

            LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities:
     Accounts payable...................................   $3,825    $4,284
     Accrued expenses and other liabilities.............    1,457     1,084
                                                        --------- ---------
                              Total Current Liablilties    $5,282    $5,368

    Long-term debt......................................   19,465    11,090

    Due to Parent Company...............................   15,345    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)........................  (24,225)  (25,024)
                                                        --------- ---------
                             Total Stockholders' Equity    $8,831    $8,032
                                                        --------- ---------
                                                          $48,923   $47,951
                                                        ========= =========
    See notes to financial statements.

                                     6









    VICTORIA CREATIONS, INC.
    Statement of Cash Flows

                                                           (000 omitted)
                                                        -------------------
                                                         THREE MONTHS ENDED
                                                            SEPTEMBER 30
                                                        -------------------
                                                           1995      1994
                                                        --------- ---------

    Cash Flows from Operating Activities:
     Net earnings.......................................     $799    $1,012
     Add back items not requiring cash in the
      current period:
       Depreciation and amortization....................      232       250
     Decrease (Increase) in Current Assets:
      Accounts receivable...............................     (814)   (3,422)
      Inventories.......................................     (233)   (2,404)
      Other current assets..............................     (274)     (137)
     Increase (Decrease) in Current Liabilities:
      Accounts payable..................................     (459)    1,437
      Accrued expenses and other liabilities............      373       329
     Other - net........................................       84      (350)
                                                        --------- ---------
                  Net Cash Used by Operating Activities     ($292)  ($3,285)

    Cash Flows from Investing Activities:
     Additions to plant and equipment...................       (5)      (32)


    Cash Flows from Financing Activities:
     Long-term debt.....................................   $8,375    $3,776
     Due to Parent Company..............................   (8,116)     (299)
                                                        --------- ---------
              Net Cash Provided by Financing Activities      $259    $3,477
                                                        --------- ---------
                       Net Increase (Decrease) in Cash       ($38)     $160


    Cash at beginning of period.........................      638        72
                                                        --------- ---------
    Cash at End of Period...............................     $600      $232
                                                        ========= =========

    ----------
    Supplemental disclosures of cash flow Information:
     Cash payments for:
      Interest..........................................     $492      $973
      Income taxes......................................        6         6

    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)   
                                                         ---------------- 
                                                         Sep 30   June 30 
                                                          1995     1995   
                                                         -------  ------- 
 Raw materials ........................................  $ 4,996  $ 5,120 
 Work in process ......................................      692      484 
 Finished goods .......................................   10,975   10,826 
                                                         -------  ------- 
                                                         $16,663  $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 1/4% 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 new arrangements consist of a 

                                     8

<PAGE>


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

$5.0 million term loan 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 month periods ended September 30, 1995 and 1994.  If the Parent 
Company had not waived the interest due to it, interest expense would have 
been approximately $496,000 and $575,000 greater for the three months 
ended September 30, 1995 and 1994, respectively, than that reflected in 
the statement of operations.    

Note D - Income Taxes

The provision for income taxes for the three month periods ended September 
30, 1995 and 1994 varied from the expected relationship to earnings 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 the 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.

























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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: November 14, 1995             by /S/ Norman R. Forson        
                                       Norman R. Forson
                                       Senior Vice President
                                         and Treasurer





















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                         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 September 
         30, 1995 is filed herewith.






































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