SECURITIES AND EXCHANGE COMMISSION
			      Washington, D.C. 20549

				   Form 10-K/A

		 Annual Report Pursuant to Section 13 or 15(d) of the
			   Securities Exchange Act of 1934


For the Fiscal Year Ended December 31, 1995   Commission File No. 1-6680

			       KENWIN SHOPS, INC.
	----------------------------------------------------------
	(Exact name of Registrant as specified in its charter)

	      NEW YORK                                13-5607936
	-------------------------------     --------------------------------
	(State or other jurisdiction of     (IRS Employer Identification No.)
	incorporation or organization)

	    4900 Highlands Parkway
	    Smyrna, Georgia                                   30082
	 ---------------------------------------      ---------------------
	 (Address of principal executive offices)         (Zip Code)

	Registrant's telephone number, including area code:    (770) 431-7971

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

	Title of each class     Name of Each Exchange on which Registered

	   Common Stock                American Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(3) of the Securities Exchange Act of
1934 during the preceding 12 months 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.   [   ]

State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within sixty (60) days prior to the date of
filing.

	Aggregate Market Value of shares held by nonaffiliates as of March 8,
	1996 - $868,223.

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:

	As of March 8, 1996, there were 556,350 shares outstanding of the
	Registrant's common stock.

Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.  YES   X        NO


DOCUMENTS INCORPORATED BY REFERENCE

The following document has been incorporated by reference under the respective
parts of Form 10-K set forth below.

	PART III, ITEM 11

		Definitive Proxy Statement to be filed by Registrant Pursuant
		to Regulation 14A for Annual Meeting of Stockholders to be
		held May 15, 1996.

PART I.

	ITEM 1. BUSINESS

(a)     Kenwin Shops, Inc. ("Company") was incorporated on December 10, 1946,
in the State of New York.  On December 12, 1961, the Company made its first
public offering of stock.  On July 14, 1971, the Company was authorized to
begin trading its stock on the American Stock Exchange.

	From 1991 through 1995, the Company has experienced a continuous drop
in sales resulting in the "downsizing" of the Company including the closing of
96 stores over the five-year period.  Due to increasing difficulties in
obtaining sufficient credit to maintain adequate inventory levels in its
stores, the Company filed a voluntary petition for relief under Chapter 11 of
Title 11 of the United States Bankruptcy Code on September 19, 1994.  The
Company emerged from bankruptcy on October 12, 1995, when the Plan of
Reorganization was confirmed by the Bankruptcy Court.

	On December 31, 1995, Registrant operated 102 retail stores under the
names "Dress for LE$$" and "Kenwin/Dress for LE$$" which sell a line of
popularly priced ladies' and children's wearing apparel, located in Alabama,
Arkansas, Florida, Georgia, Louisiana, Mississippi, South Carolina and Texas.
Registrant's stores are located in leased premises and are generally located
in the center of the commercial area.  The stores are all relatively modern,
having store fronts, fixtures, and lighting modernized to Registrant's
specifications.  All stores are completely air conditioned.

	The parent corporation operates as a merchandising and selling entity,
and also provides substantial advertising, promotional, bookkeeping, inventory
control and executive services for the stores.  All of the merchandise sold by
Registrant is purchased by the parent corporation directly from manufacturers
and is received at Registrant's warehouse located in Tucker, Georgia.  All
distribution of merchandise and all inventory control for merchandising is
done from the warehouse.

(b)     Registrant is involved in only one line of business or industry
segment.

(c)     Registrant's stores are operated pursuant to a policy of retailing
its products at prices designed to meet local competitive conditions,
emphasizing quality leasehold locations, inventory controls, and localized
advertising and promotional policies.  Registrant competes with other chains,
some of which are larger and have greater financial resources than Registrant,
and with numerous independent local stores.  While the business is highly
competitive, Registrant believes that it is able, through its centralized
controls and services, volume purchasing power, efficiency of operations,
and packaging and display methods, to compete on favorable terms with its
competitors.

	The Company's business is highly seasonal, with most of its earnings
and sales occurring in the Easter and Christmas seasons.  The Easter season
occurred entirely in the second quarter of 1995, and entirely in the first
quarter of 1994.  For a discussion of the Company's Liquidity and Capital
Resources, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included in Item 7.

	The average sales per store and per square foot for the past three
years are as follows:
						      Annual Sales
				   Annual Sales        Per Square
		Year                Per Store             Foot

	1995                       $    150,679        $  43.90
	1994                       $    149,281        $  43.03
	1993                       $    148,968        $  42.61

	Registrant and its subsidiaries, as of December 31, 1995, employed 285
persons.


	ITEM 2. PROPERTIES

	Registrant leases its corporate headquarters and distribution center
at 4747 Granite Drive, Tucker, Georgia.  The Registrant owned its warehouse
until August 7, 1995.  On that date, the property was sold.  Simultaneously
with the closing of this sale, the Registrant entered into a four-year lease
of a portion of the property, with a four-year extension option.

	The number of stores in operation at the beginning of the year was 102.
During the year, the Company did not open or close any stores, leaving the same
102 stores in operation at the end of the year.  As of December 31, 1995,
Registrant's 102 retail outlets were operated in leased premises ranging in
size from 1,800 square feet to 8,000 square feet with either fixed rentals or
under leases providing for payments of minimum guaranteed rentals plus a
percentage of sales.  The 102 retail outlets were located in Alabama, Arkansas,
Florida, Georgia, Louisiana, Mississippi, South Carolina and Texas.  In the
opinion of management, the Company's current retail space of approximately
352,000 square feet in total is adequate.

	ITEM 3. LEGAL PROCEEDINGS

	On September 19, 1994, Registrant filed a voluntary petition for relief
under Chapter 11 of Title 11 of the United States Bankruptcy Code.  On
October 12, 1995, the Registrant's Plan of Reorganization was confirmed by the
Bankruptcy Court, and the Registrant emerged from bankruptcy.  Under
arrangements made with the American Stock Exchange, the Registrant's
outstanding stock continued to be listed and traded during the bankruptcy
proceedings and is still so listed and traded.  There were no other material
legal proceedings pending as of December 31, 1995, to which Registrant or any
of its subsidiaries were a party or of which any of their property was the
subject.

	ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

	During the fourth quarter of the fiscal year ended December 31, 1995,
Registrant did not submit any matters to a vote of security holders.


PART II.

	ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND
		RELATED SECURITY HOLDER MATTERS

							       Cash
				    Price of stock        dividends paid
				 High           Low       during quarter
			       ----------   -----------   --------------
	1995
	  First Quarter         3               2-3/4           None
	  Second Quarter        4-9/16          2-7/8           None
	  Third Quarter         3               1-5/8           None
	  Fourth Quarter        3-5/16          1-13/16         None

	1994
	  First Quarter         6-1/8           5-1/8           None
	  Second Quarter        6-1/8           5-1/4           None
	  Third Quarter         5-3/4           4-5/8           None
	  Fourth Quarter        4-1/8           2-7/16          None

	The Company's stock is traded on the American Stock Exchange under the
symbol KWN.  The approximate number of record holders of the Company's common
stock as of March 8, 1996 was 278.

Dividend Policy

	The Company has not paid cash dividends for the two most recent fiscal
years or any subsequent interim period.  The Company presently intends to
retain all cash for use in the operation of the Company's business and does not
anticipate paying any cash dividends in the near future.

	ITEM 6. SELECTED FINANCIAL DATA
							     (4)
		      December 31  January 1   January 2  January 3  December 29
			  1995       1995        1994       1993        1991
		      ----------- ----------  ----------  ---------- -----------
			  (3)         (3)         (3)         (3)        (3)
Net sales             15,374,665  18,510,861  23,090,064  25,993,935 28,146,436
		      ==========  ==========  ==========  ========== ==========
Income (loss)
before extraordinary
item                  (1,756,737) (2,684,116)   (652,027)    265,692   (565,743)

			  (2)
Extraordinary item     1,385,153       -           -           -          -
		      ----------  ----------  ----------  ---------- ----------

Net income (loss)       (371,584) (2,684,116)   (652,027)    265,692   (565,743)
		      ==========  ==========  ==========  ========== ==========
Net earnings (loss)
per share of common stock
  Primary                 (0.85)     (6.59)       (1.59)       0.65      (1.39)
			  ======     ======       ======      ======     ======

  Fully diluted           (0.85)     (6.59)       (1.59)       0.59      (1.39)
			  ======     ======       ======      ======     ======

Dividends paid per share    -          -            -           -          -
			  ======     ======       ======      ======     ======

Weighted average number of common shares in computing earnings (loss) per share

  Primary                435,025     407,090     409,936     452,507    406,390
			 =======     =======     =======     =======    =======

  Fully diluted          435,025     407,090     409,936     498,219    406,390
			 =======     =======     =======     =======    =======

SELECTED BALANCE SHEET
		      December 31  January 1   January 2  January 3  December 29
			  1995       1995        1994       1993          1991
		      ----------- ----------- ----------- ---------- -----------
			  (1)
Current assets         3,270,134  7,134,400   8,694,959   8,846,292   9,534,242

			  (1)
Current liabilities    1,643,176  2,199,098   5,010,142   4,550,032   5,719,094
		       ---------  ---------  ----------  ----------  ----------

			  (1)
Working capital        1,626,958  4,935,302   3,684,817   4,296,260   3,815,148
		      ==========  =========  ==========  ==========  ==========

			  (1)
Total assets           4,656,645  8,747,566  10,627,613  10,872,598  11,761,068
		      ==========  =========  ==========  ==========  ==========

Stockholders' equity   3,013,469  2,920,423   5,604,539   6,256,566   5,986,974
		      ==========  =========  =========== =========== ==========

(1)     The accounts receivable were sold with recourse during the year ended
December 31, 1995 which affects the comparability of assets and liabilities.

(2)     The Company filed a petition for relief under Chapter 11 of Title 11 of
the United States Bankruptcy Code on September 19, 1994.  A gain on forgiveness
of debt of approximately $1,385,000, net of the tax effect, was recognized upon
exiting bankruptcy in October 1995.

(3)     The decrease in sales from 1994 to 1995 was primarily the result of the
closing of 44 stores during 1994.  The closing of the 44 stores in 1994 and 20
stores in 1993 resulted in a decrease in sales from January 2, 1994 and January
1, 1995 of approximately $3,374,000.  The closing of 20 stores in 1993 and 3
stores in 1992 resulted in a decrease in sales of approximately $1,000,000
from January 3, 1993 to January 2, 1994.  The closing of 3 stores in 1992 and
29 stores in 1991 resulted in a decrease in sales of approximately $2,100,000
from December 29, 1991 to January 3, 1993.

(4)     The year ended January 3, 1993, was comprised of 53 weeks.  Other years
contained 52 weeks.  The additional week in 1992 amounted to approximately
$400,000 of additional sales.


	ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
		FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

	Net sales decreased $3,136,000 (16.9%) from 1994 to 1995 and $4,579,000
(19.8%) from 1993 to 1994.  The decrease in sales from 1994 to 1995 was
primarily the result of the closing of 44 stores during the year 1994.  In
addition, same store (those stores operating fully in each year) sales
increased approximately $150,000 (9.8%) from 1994 to 1995.  Management
attributes the decrease in overall sales to the closing of 44 stores during
the second half of 1994.  The same store sales increase is due primarily to a
better merchandise mix and access to higher quality vendors in 1995.  Kenwin's
credit problems, which ultimately led to the Chapter 11 filing, had a
detrimental effect on the quantity and quality of stock at the retail level,
resulting in higher markdowns and loss of customers in 1994.

	Management attributes the decrease in sales from 1993 to 1994 to the
closing of under-performing stores in connection with the Company's Chapter 11
filing.  The closing of 44 stores in 1994 and 20 stores in 1993 resulted in a
decrease in sales of approximately $3,374,000.  In addition, same store (those
stores operating fully in each year) sales decreased approximately $1,205,000
(7.3%) from 1993 to 1994.  This decrease was the result of a lackluster market
for women's fashions as well as the Company's increasing difficulties with its
creditors, which severely impacted its ability to stock its retail outlets.

	Cost of goods sold, including occupancy and distribution expenses as a
percentage of sales increased from 68.5% in 1993 to 74.8% in 1994 and decreased
from 74.8% in 1994 to 69.18% in 1995.  The decrease from 1994 to 1995 is
primarily due to an increase in the Company's maintained markup for the period.
The increase from 1993 to 1994 is due primarily to additional markdowns taken
during late 1994 to fully liquidate obsolete and slow-moving goods.

	Selling, general and administrative expenses ("SG&A") decreased
$1,044,649 (13.5%) from 1994 to 1995 due principally to a reduction in store
operating expenses, including $588,799 of store payroll and payroll taxes,
resulting from the closing of 44 retail locations during the third and fourth
quarters of 1994.  SG&A decreased $1,073,450 (12.2%) from 1993 to 1994 due
principally to a reduction in store operating expenses, including $476,000 of
store payroll and payroll taxes, resulting from the closing of 20 stores in
1993 and 44 stores in 1994.

	(Gain) loss on disposal of property and equipment represents a $586,229
gain on the sale of the Company's office and warehouse facility and the direct
costs incurred with the closing of stores (44 stores in 1994, 20 in 1993, and
3 in 1992).  The major costs associated with the closing of stores relate to
the write-off of fixed assets, accounts receivable, and lease settlement costs.
Store closing costs subsequent to the filing of the Chapter 11 bankruptcy
petition have been presented as reorganization items in the Consolidated
Statements of Income.

	Interest expense is primarily the result of short-term bank borrowings.

	Credit for income taxes as a percentage of loss before taxes and
extraordinary item fluctuated from 3.7% in 1995 to 17.3% in 1994 to 31.0% in
1993.  A reconciliation of income taxes is provided in Note 4 of the Notes to
Consolidated Financial Statements.


LIQUIDITY AND CAPITAL RESOURCES

	Cash provided by operating activities, an agreement with the Bank of
Louisiana ("BOL") to purchase the Company's accounts receivable, and a line of
credit for short-term borrowings are the Company's primary sources of liquidity
and capital.  Net cash totaling $1,714,493 was used by operating activities in
1995.  The decrease in cash from 1994 to 1995 is also due to the repayment on
the line of credit at December 31, 1995.

	On August 7, 1995, the Company sold its office and warehouse facility
located in Tucker, Georgia, for $800,000.  Simultaneously, the Company entered
into a lease agreement to lease a portion of the building for three years at
an annual rental of $67,340 with a renewal option for an additional three years
at an annual rental of $74,074.

	On September 29, 1995, Kenwin executed a private charge card agreement
for a period of two years with BOL whereby BOL agreed to purchase substantially
all of Kenwin's outstanding customer accounts receivable, less $750,000 which
was withheld as a delinquency reserve.  BOL issued Kenwin store credit cards
to existing charge account customers and all customer credit sales are
processed by BOL.  The proceeds from the charge transactions are credited to
Kenwin's bank account at BOL, less a 2% processing charge and a 2% delinquency
reserve. The 2% delinquency reserve maintains the reserve account.  The reserve
account will be adjusted every six months, except for the initial reserve of
$750,000, to equal the actual dollar amount of the purchased accounts which are
90 days and more past due or 10% of the outstanding balance of purchased
accounts, whichever is greater.  The reserve is placed in an insured money
market account earning interest at BOL's current money market rate.  The
reserve is in the Company's name and is pledged to BOL to cover current and
future delinquencies, claims, and bad debts.  Sterling National Bank and Trust
of New York ("Sterling") holds a subordinate security interest in the reserve.
A liability of approximately $458,800 has been recorded for estimated
uncollectible accounts.  The balance of accounts receivable at December 31,
1995 is comprised of approximately $14,600 of receivables to be purchased by
BOL and approximately $560,600 of receivables either rejected by BOL or
repurchased from BOL under the recourse provisions, which are fully reserved.
The responsibility to process customer charges, mail statements, and follow up
on collections rests with BOL.  However, the Company participates in following
up on collections and customer complaints to increase collections.

	On October 12, 1995, an order confirming the Debtor's plan of
reorganization was entered by the court.  Pursuant to the plan, on October 23,
1995, the unsecured creditors were paid a 25% cash settlement and were issued
149,260 shares of common stock (rounded to account for fractional shares).
On the same date, the Company executed a new $1,500,000 post-bankruptcy line
of credit with Sterling, at which point the existing loan balance was paid in
full and the related security and loan agreement was terminated.

	The line of credit is secured by the general assets of the Company,
including, but not limited to cash, property and equipment, and intangibles.
The line of credit bears interest at Sterling's base rate plus 2.50%, which is
payable monthly.  The base rate was 8.75% at December 31, 1995.  At December
31, 1995, the Company's earnings before interest, taxes, depreciation and
amortization (EBITDA), eligible inventory value, and minimum net worth,
as defined in the loan agreement, were less than the amounts required.
Therefore, the Company was in default of its loan agreement.  Management has
requested a waiver from Sterling of these covenants for the period ended
December 31, 1995.

	The line of credit for short-term borrowings and the anticipated funds
from operations are current financial resources available to the Company which
are expected to be adequate to finance the foreseeable capital and operating
requirements.  Although the Company's line of credit has decreased from
$2,750,000 to $1,500,000, due to the sale of accounts receivables, the Company
will be responsible for financing only inventory on its line of credit, not
accounts receivable and inventory, and therefore management believes the
$1,500,000 line of credit will be sufficient to finance an adequate supply of
inventory to the retail stores.

	In connection with the Company's Chapter 11 filing, management adopted
a plan to restructure the Company in order to better utilize its current
financial resources.  In this regard, the Company closed 44 stores in the third
and fourth quarters of 1994.  Although the Company incurred reorganization
costs of approximately $1,214,000 in connection with this plan, management
believes the end result will be to increase profitability and to improve
liquidity.  Management plans to monitor each of its remaining stores closely
and will close unprofitable stores.  Management does not anticipate any
significant changes in 1996 in the number of stores in operation.

	The following items measure the Company's ability to meet its short-
term obligations:

					  1995              1994
				      ------------      ------------

	Working capital               $  1,627,000      $  4,935,000

	Working capital ratio               2.0               3.2


IMPACT OF INFLATION AND CHANGING PRICES

	In the past four years, inflation has had little effect on both the
price for which the Company sells its merchandise and on the Company's cost
of merchandise and operating expenses.
























			      KENWIN SHOPS, INC.

			FINANCIAL STATEMENTS COMPRISING
		     ITEM 8 OF ANNUAL REPORT ON FORM 10-K
		     TO SECURITIES AND EXCHANGE COMMISSION

		     FOR THE YEAR ENDED DECEMBER 31, 1995









			   INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of

	Kenwin Shops, Inc.

	We have audited the accompanying consolidated balance sheets of Kenwin
Shops, Inc. as of December 31, 1995, and January 1, 1995, and the related
consolidated statements of income, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1995.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

	We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

	In our opinion, the consolidated financial statements referred to in
the first paragraph present fairly, in all material respects, the financial
position of Kenwin Shops, Inc. as of December 31, 1995, and January 1, 1995,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

	The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has experienced
significant operating losses for the past three fiscal years.  As described in
Note 13, this condition raises substantial doubt about the Company's ability to
continue as a going concern.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

	Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedule listed in the index
at Item 14(a)(2) is the responsibility of the Company's management and is
presented for purposes of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by rules
of the Securities and Exchange Commission.  Such information has been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.



Atlanta, Georgia
February 16, 1996






			       KENWIN SHOPS, INC.

			  CONSOLIDATED BALANCE SHEETS


						   December 31,   January 1,
						      1995          1995
						   ------------  ------------
				      ASSETS
CURRENT ASSETS
  Cash (Note 2)                                    $    274,177  $    507,164
  Restricted cash (Note 3)                              804,009         -
  Accounts receivable, less
    allowance for doubtful accounts
    of $560,626 and $732,000, respectively
    (Notes 2, 3, and 6)                                  14,624     3,213,565
  Miscellaneous other accounts receivable                 4,812        13,175
  Merchandise inventories                             2,042,880     2,239,352
  Prepaid expenses and refundable taxes                 129,632       196,084
  Deferred tax asset (Note 4)                             -           965,060
						   ------------  ------------
	TOTAL CURRENT ASSETS                          3,270,134     7,134,400
						   ------------  ------------

PROPERTY, PLANT AND EQUIPMENT, at cost (Note 6)
  Land                                                    -            76,628
  Building and building improvements                      3,632       403,971
  Furniture and fixtures                              2,968,598     2,920,805
  Automobiles                                            88,434       121,607
  Leasehold improvements                              1,019,907       834,201
						   ------------  ------------
						      4,080,571     4,357,212
  Less accumulated depreciation and amortization      2,946,385     2,806,719
						   ------------  ------------
	PROPERTY, PLANT AND EQUIPMENT, net            1,134,186     1,550,493
						   ------------  ------------
OTHER ASSETS
  Cash surrender value of life insurance,
    net of loans of $42,073 and $42,073,
    respectively (Note 5)                                25,878        24,584
  Deposits                                               42,994        38,089
  Deferred tax asset (Note 4)                           183,453         -
						   ------------  ------------
	TOTAL OTHER ASSETS                              252,325        62,673
						   ------------  ------------
	TOTAL ASSETS                               $  4,656,645  $  8,747,566
						   ============  ============


			    KENWIN SHOPS, INC.

			CONSOLIDATED BALANCE SHEETS

						   December 31,   January 1,
						      1995          1995
						   ------------  ------------
		     LIABILITIES AND STOCKHOLDERS' EQUITY

 LIABILITIES NOT SUBJECT TO COMPROMISE
   CURRENT LIABILITIES
     Line of credit (Note 6)                       $      -      $  1,254,422
     Bank overdraft                                     182,897         -
     Accounts payable, trade                            534,129       185,233
     Accrued expenses and other liabilities             259,470       505,091
     Taxes withheld and accrued                         129,408       156,534
     Customers' deposits on layaways                     78,489        97,818
     Estimated liability for uncollectible
       accounts (Note 3)                                458,783         -
						   ------------  ------------
	TOTAL CURRENT LIABILITIES                     1,643,176     2,199,098

LIABILITIES SUBJECT TO COMPROMISE (a)                     -         3,628,045

						   ------------  ------------
	TOTAL LIABILITIES                             1,643,176     5,827,143
						   ------------  ------------
STOCKHOLDERS' EQUITY
  Common stock, par value $1, authorized
    1,000,000 shares, issued 613,472
    shares (Note 8)                                     613,472       464,212
  Additional paid-in capital                            991,819       676,449
  Retained earnings                                   2,311,295     2,682,879
						   ------------  ------------
						      3,916,586     3,823,540
  Less treasury stock, at cost,
    57,122 shares                                       903,117       903,117
						   ------------  ------------
	TOTAL STOCKHOLDERS' EQUITY                    3,013,469     2,920,423
						   ------------  ------------
	TOTAL LIABILITIES AND
	  STOCKHOLDERS' EQUITY                     $  4,656,645  $  8,747,566
						   ============  ============



(a) LIABILITIES SUBJECT TO COMPROMISE
    CONSIST OF THE FOLLOWING:
      Accounts payable, trade                      $      -      $  3,598,251
      Accrued expenses                                    -            29,794
						   ------------  ------------
	TOTAL                                      $      -      $  3,628,045
						   ============  ============





				KENWIN SHOPS, INC.

			 CONSOLIDATED STATEMENTS OF INCOME

						   Years Ended
				      ----------------------------------------
				      December 31,   January 1,    January 2,
					 1995          1995           1994
				       (52 Weeks)    (52 Weeks)   (52 Weeks)
				      ------------  ------------ ------------
REVENUES
  Retail sales (Note 9)               $ 15,374,665  $ 18,510,861  $ 23,090,064
  Other income, principally
    finance charges                        541,784     1,006,282     1,277,584
				      ------------  ------------  ------------
	TOTAL REVENUES                  15,916,449    19,517,143    24,367,648
				      ------------  ------------  ------------

COSTS AND EXPENSES
  Cost of goods sold,
    including occupancy
    and distribution expenses           10,634,364    13,851,760    15,822,008
  Selling, general and
    administrative expenses              6,685,008     7,729,657     8,803,107
  (Gain) loss on disposal of
    property and equipment                (586,229)        2,157       198,169
  Depreciation and amortization            347,376       419,211       464,583
  Interest expense                         132,268        75,651        25,375
				      ------------  ------------  ------------
	TOTAL COSTS AND EXPENSES        17,212,787    22,078,436    25,313,242
				      ------------  ------------  ------------

	LOSS BEFORE REORGANIZATION
	  ITEMS, CREDIT FOR INCOME
	  TAXES AND EXTRAORDINARY ITEM  (1,296,338)   (2,561,293)     (945,594)
				      ------------  ------------  ------------
REORGANIZATION ITEMS (Note 11)
  Professional fees                        362,064       228,965         -
  Loss on disposal of assets,
    closed stores                            -            50,669         -
  Bad debts on accounts receivable,
    closed stores (Note 3)                   -           352,586         -
  Other costs and fees                     165,693        53,935         -
				      ------------  ------------  ------------
	TOTAL REORGANIZATION ITEMS         527,757       686,155         -
				      ------------  ------------  ------------

	LOSS BEFORE CREDIT FOR INCOME
	  TAXES AND EXTRAORDINARY ITEM  (1,824,095)   (3,247,448)     (945,594)

CREDIT FOR INCOME TAXES (Note 4)            67,358       563,332       293,567
				      ------------  ------------  ------------
	NET LOSS BEFORE EXTRAORDINARY
	  ITEM                          (1,756,737)   (2,684,116)     (652,027)

EXTRAORDINARY ITEM - Gain on
  forgiveness of debt in settlement
  of Chapter 11 bankruptcy, net of
  tax of $848,965 (Note 12)              1,385,153         -             -
				      ------------  ------------  ------------
	NET LOSS                      $   (371,584) $ (2,684,116) $   (652,027)
				      ============  ============  ============

NET LOSS PER SHARE (Note 10)
  Primary                             $      (0.85) $      (6.59) $      (1.59)
				      ============  ============  ============

  Fully diluted                       $      (0.85) $      (6.59) $      (1.59)
				      ============  ============  ============

WEIGHTED AVERAGE NUMBER OF SHARES
  Primary                                  435,025       407,090       409,936
				      ============  ============  ============
  Fully diluted                            435,025       407,090       409,936
				      ============  ============  ============






				KENWIN SHOPS, INC.

		 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

					    Additional                Common
				 Common      Paid-in     Retained    Stock in
				  Stock      Capital     Earnings    Treasury
				----------  ----------  ----------  ----------

BALANCE AT JANUARY 3, 1993      $  464,212  $  676,449  $6,019,022  $  903,117

  NET LOSS                           -           -        (652,027)      -
				----------  ----------  ----------  ----------

BALANCE AT JANUARY 2, 1994         464,212     676,449   5,366,995     903,117

  NET LOSS                           -           -      (2,684,116)      -
				----------  ----------  ----------  ----------

BALANCE AT JANUARY 1, 1995         464,212     676,449   2,682,879     903,117

  NET LOSS                           -           -        (371,584)      -

  ISSUANCE OF 149,260 SHARES OF
    COMMON STOCK (Note 12)         149,260     315,370       -           -
				----------  ----------  ----------  ----------

BALANCE AT DECEMBER 31, 1995    $  613,472  $  991,819  $2,311,295  $  903,117
				==========  ==========  ==========  ==========






				KENWIN SHOPS, INC.

		      CONSOLIDATED STATEMENTS OF CASH FLOWS

						   Years Ended
				      -----------------------------------------
				      December 31,   January 1,     January 2,
					 1995          1995           1994
				       (52 Weeks)    (52 Weeks)    (52 Weeks)
				      ------------  ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                            $   (371,584) $ (2,684,116) $   (652,027)
  Adjustments to reconcile net
    loss to net cash provided
    (used) by operating activities
      Depreciation and amortization        467,111       428,068       464,583
      Provision for doubtful accounts      530,665       526,871       399,823
      (Gain) loss on disposal of
	property and equipment            (586,229)       49,990        19,986
      (Gain) on forgiveness of
	debt (Note 12)                  (2,234,118)        -             -
      Deferred income taxes, net           781,607      (563,332)     (123,823)
      Changes in assets (increase) decrease
	Restricted cash                   (804,009)        -             -
	Customers' accounts receivable,
	  net                              587,508       124,321        (6,350)
	Miscellaneous other accounts
	  receivable                         8,363        22,858       (19,645)
	Merchandise inventories            196,472     1,014,234       128,261
	Prepaid expenses and refundable
	  taxes                            (53,283)       39,586      (179,903)
	Other assets                        (6,199)       (5,778)      (10,326)
      Changes in liabilities increase
	(decrease)
	  Pre-petition accounts payable,
	    trade                         (921,666)      (11,831)      (49,745)
	  Pre-petition accrued expenses
	    and other liabilities           (7,631)     (311,236)      (53,376)
	  Post-petition accounts payable,
	    trade                          348,896       185,233         -
	  Post-petition accrued expenses
	    and other liabilities         (245,621)      505,091         -
	  Bank overdraft                   182,897         -             -
	  Taxes withheld and accrued       (27,126)         (423)     (144,700)
	  Customers' deposits on layaways  (19,329)      (54,255)      (42,069)
	  Estimated liability for
	    uncollectible accounts         458,783         -              -
				      ------------  ------------  ------------
	      NET CASH USED BY
		OPERATING ACTIVITIES    (1,714,493)     (734,719)     (269,311)
				      ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of property and equipment   (121,425)     (154,983)     (380,591)
  Proceeds from sale of property and
    equipment                              776,585         5,650         -
				      ------------  ------------  ------------
	      NET CASH PROVIDED (USED)
		BY INVESTING
		ACTIVITIES                 655,160      (149,333)     (380,591)
				      ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from bank borrowings          3,270,614     2,094,620       950,000
  Repayments of bank borrowings         (4,525,036)   (1,590,200)     (200,000)
  Sale of receivables                    2,080,768         -             -
				      ------------  ------------  ------------
	      NET CASH PROVIDED BY
		FINANCING ACTIVITIES       826,346       504,420       750,000
				      ------------  ------------  ------------

NET INCREASE (DECREASE) IN CASH           (232,987)     (379,632)      100,098

CASH, BEGINNING OF YEAR                    507,164       886,796       786,698
				      ------------  ------------  ------------

CASH, END OF YEAR                     $    274,177  $    507,164  $    886,796
				      ============  ============  ============


SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
    Interest paid during the year     $    132,268  $     75,651  $     25,375
				      ============  ============  ============

    Income taxes paid during
      the year                        $      -      $      -      $    125,290
				      ============  ============  ============







			      KENWIN SHOPS, INC.

		  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)     Summary of significant accounting policies

		Kenwin Shops, Inc. and its wholly owned subsidiaries (the
	"Company") operate a chain of retail women and children's apparel
	stores in eight (8) states, all of which are located in the southern
	United States. The Company ceased operations in a ninth state during
	1994.

		Cash and cash equivalents - The Company considers all highly
	liquid investments with original maturities of three months or less to
	be cash equivalents.

		Estimates - The preparation of financial statements in
	conformity with generally accepted accounting principles requires the
	use of estimates based on management's knowledge and experience.  Due
	to their prospective nature, actual results could differ from those
	estimates.

		Fiscal year - The Company has a 52-53 week year ending on the
	Sunday closest to December 31.

		Income taxes - Income taxes are provided for the tax effects of
	transactions reported in the financial statements and consist of taxes
	currently due plus deferred taxes.  Deferred taxes are recognized for
	differences between the basis of assets and liabilities for financial
	statement and income tax purposes.  The differences relate primarily to
	depreciable assets (use of different depreciation methods and lives for
	financial statement and income tax purposes), allowance for doubtful
	receivables (deductible for financial statement purposes but not for
	income tax purposes), and inventory (certain general and administrative
	expenses capitalized for income tax purposes but not for financial
	statement purposes).  The deferred tax assets and liabilities represent
	the future tax consequences of those differences, which will either be
	taxable or deductible when the assets and liabilities are recovered or
	settled.  Deferred taxes also are recognized for operating losses and
	tax credits that are available to offset future taxable income.  A
	valuation allowance may be established when there is uncertainty
	regarding the ultimate realization of deferred tax assets and
	liabilities.

		Inventories - Merchandise inventories are valued at the lower
	of cost or market as determined by the retail method (average cost
	basis) and consist of finished goods.

		Principles of consolidation - The consolidated financial
	statements include the accounts of Kenwin Shops, Inc. and its
	subsidiaries, all of which are wholly owned.  In consolidation, all
	intercompany balances and transactions have been eliminated.

		Property, plant and equipment - Depreciation of property, plant
	and equipment has been provided by using the straight-line method,
	based upon the estimated lives of the respective assets, ranging from
	4 to 25 years.  Amortization of leasehold improvements is provided by
	using the straight-line method based upon the life of the asset or term
	of the lease without regard to renewal options, whichever is shorter.

(2)     Concentrations of credit risk

		The Company maintains commercial checking accounts at several
	financial institutions.  As of December 31, 1995, one of its operating
	accounts at a regional bank had a total balance which was $46,687 in
	excess of federally insured limits.

		The Company grants credit to customers, substantially all of
	whom are local residents in the same geographic region, and requires no
	collateral.

(3)     Accounts receivable

		On September 29, 1995, the Company entered into a two-year
	agreement whereby it sold its initial accounts receivable to the Bank
	of Louisiana ("BOL").  The Company received $2,080,768 in net proceeds
	from the transfer of its receivables (Note 12).  BOL set up an initial
	reserve of $750,000 to guarantee delinquencies, claims and bad
	debts.  The amount held by the bank at December 31, 1995 was $804,009
	which is reflected as restricted cash on the balance sheet.  The
	outstanding balance of accounts receivable at December 31, 1995
	which the Company could be required to repurchase under the recourse
	provisions of the agreement totaled $4,280,001.  A liability of
	approximately $458,800 has been recorded for estimated uncollectible
	accounts.  The balance of accounts receivable at December 31, 1995 is
	comprised of approximately $14,600 of receivables to be purchased by
	BOL and approximately $560,600 of receivables either rejected by BOL
	or repurchased from BOL under the recourse provisions, which are fully
	reserved.

		Included in reorganization items is bad debt expense of
	$352,586 for the year ended January 1, 1995.  Customers of closed
	stores generally have not paid their accounts receivable balances.
	The low collection percentage for closed stores' accounts receivable
	was because the accounts receivable were maintained at the store level
	and customers generally paid cash in the store on their balance due.
	Once the store in their town was closed, there was not another store
	in the vicinty at which to pay.  Since the average accounts receivable
	balance was less than $200, it was often not economical to pursue
	collection.

(4)     Income taxes

		The credit for income taxes is composed of the following:

						   Years Ended
				      -----------------------------------------
				      December 31,   January 1,     January 2,
					 1995          1995           1994
				       (52 Weeks)    (52 Weeks)    (52 Weeks)
				      ------------  ------------  ------------

	Federal                       $     -       $     -       $    166,163
	State                               -             -              3,581
	Deferred                           67,358       563,332        123,823
				      -----------   -----------   ------------
	  Total                       $    67,358   $   563,332   $    293,567
				      ===========   ===========   ============


		Deferred income taxes resulting from temporary differences in
	the recognition of income and expense for tax and financial reporting
	purposes are as follows:

						   Years Ended
				      -----------------------------------------
				      December 31,   January 1,     January 2,
					 1995          1995           1994
				       (52 Weeks)    (52 Weeks)    (52 Weeks)
				      ------------  ------------  ------------

	Difference between tax
	  and book:
	    Depreciation and
	     amortization             $     25,594  $     87,722  $    (48,260)
	    Allowance for
	      doubtful accounts            109,215       118,940        16,220
	    Basis of merchandise
	      inventories                  (19,092)       (2,216)      (25,604)
	Alternative minimum tax
	  credit carryforward                -           (16,327)      (23,673)
	Net operating loss carryforward   (538,951)    1,143,767       205,140
	Taxes applicable to
	  extraordinary item               848,965         -             -
				      ------------  ------------  ------------
					   425,731     1,331,886       123,823
	Change in valuation allowance     (358,373)     (768,554)        -
				      ------------  ------------  ------------

	    Net deferred tax credit   $     67,358  $    563,332  $    123,823
				      ============  ============  ============

		The following is a summary of the components of the net deferred
	tax asset and liability accounts recognized in the accompanying
	consolidated balance sheets:

						       1995          1994
						   ------------  ------------
	Deferred tax assets
	  Difference between tax and book:
	    Amortization                           $    214,393  $    202,384
	    Allowance for doubtful accounts             387,375       278,160
	    Basis of merchandise inventories             51,088        70,180
	  Tax effect of net operating loss
	    carryforward                                872,861     1,411,812
						   ------------  ------------
	      Total                                   1,525,717     1,962,536
	 Deferred tax liability
	   Difference between tax and book:
	     Depreciation                              (215,337)     (228,922)
						   ------------  ------------
	       Net deferred taxes                     1,310,380     1,733,614
	     Less valuation allowance                (1,126,927)     (768,554)
						   ------------  ------------
		Net deferred tax asset             $    183,453  $    965,060
						   ============  ============

		The effective tax rate for the Company is reconcilable to the
	federal statutory rate as follows:

							Percent
					    --------------------------------
					     1995         1994         1993
					    ------       ------       ------
	Statutory rate                      (34.0)       (34.0)       (34.0)
	State income taxes, net of
	  federal income tax benefit         (4.0)        (4.0)        (4.0)
	Valuation allowance                  10.9         23.7          -
	Extraordinary item - forgiveness
	  of debt                             2.4          -            -
	Expenses producing no tax benefit    11.2          2.8          0.4
	Change in net operating loss          3.4          -            -
	Net temporary differences             6.4         (5.8)         8.6
	Sundry                                -            -           (2.0)
					    ------       ------       ------
					     (3.7)       (17.3)       (31.0)
					    ======       ======       ======

		For income tax purposes, the Company has a net operating loss
	carryforward of $2,297,004 which expires as follows: $1,316,168 in the
	year 2009 and $980,836 in the year 2010.  Based upon historical results,
	management feels it is unlikely that the net operating loss will be
	fully utilized during the carryforward period in the normal course of
	operations.  A reserve has been established to limit the net deferred
	tax asset.  As of January 1, 1995, the deferred tax asset was based on
	management's plans for emerging from bankruptcy.  During the year ended
	December 31, 1995, the Company recognized gain on the forgiveness of
	debt upon settlement of Chapter 11 bankruptcy of $2,234,118, thus
	utilizing a like amount of its net operating loss carryforward.

(5)     Cash surrender value of life insurance

		The Company is the owner and beneficiary of insurance policies
	on the lives of three of its former officers with face amounts totaling
	$84,000.

(6)     Credit arrangements

		On November 14, 1994, the Company obtained a $2,750,000 line of
	credit from Sterling National Bank and Trust of New York ("Sterling").
	The note is secured by the general assets of the Company, including,
	but not limited to cash, accounts receivable, property and equipment,
	and intangibles.

		On October 23, 1995, the Company executed a new $1,500,000
	post-bankruptcy line of credit with Sterling, at which point the
	existing loan balance was paid in full and the related security and
	loan agreement was terminated.  The line of credit was secured by the
	general assets of the Company, including, but not limited to cash,
	property and equipment, and intangibles.  The line of credit bears
	interest at Sterling's base rate plus 2.50%, which is payable monthly.
	The base rate was 8.75% at December 31, 1995.

		At December 31, 1995, the Company's earnings before interest,
	taxes, depreciation and amortization (EBITDA), eligible inventory value,
	and minimum net worth, as defined in the loan agreement with Sterling,
	were less than the amounts required.  Therefore, the Company was in
	default of its loan agreement.  Management has requested a waiver from
	Sterling of these covenants for the period ended December 31, 1995.

		The weighted average interest rate for short-term borrowings
	was 11.25% at December 31, 1995, and 11% at January 1, 1995.

(7)     Lease commitments

		On August 7, 1995, the Company sold its office and warehouse
	facility located in Tucker, Georgia, for $800,000.  The Company
	simultaneously entered into a lease agreement with the buyer to lease
	a portion of the building for three years at an annual rental of
	approximately $69,800 with a renewal option for an additional
	three years at an annual rental of approximately $81,400.

		The Company's warehouse and retail stores are operated in
	leased premises.  The following is a schedule of future minimum rental
	payments required under operating leases that have initial or remaining
	noncancelable lease terms in excess of one year, as of December 31,
	1995:


			Year ending            Amount
			-----------         -------------

			   1996              $  519,423
			   1997                 134,439
			   1998                  56,508
					     ----------
			     Total           $  710,370
					     ==========

		The following schedule shows the composition of total rental
	expense for all retail store operating leases:

						   Years Ended
				      -----------------------------------------
				      December 31,   January 1,     January 2,
					 1995          1995           1994
				      ------------  ------------  ------------

	Minimum rentals                $  704,000    $  832,000    $1,007,000
	Contingent rentals                 63,000        61,000        96,000
				       ----------    ----------    ----------
	  Total rent                   $  767,000    $  893,000    $1,103,000
				       ==========    ==========    ==========

(8)     Stockholders' equity

		Stock option plan (1990 Plan) - The plan provides that options
	to purchase 100,000 shares of common stock of the Company at prices
	ranging from 100% to 110% of the fair market value of the shares at
	the date of grant may be granted to officers of the Company and to
	certain key employees.  Pursuant to this plan, the Board of Directors
	granted options to purchase 6,000 shares of the Company's common stock
	in 1992 to certain key employees at $6.25 per share, the fair market
	value of the shares at the date of grant.  There are an additional
	40,000 options outstanding under this plan granted in 1990 to four key
	employees who were also officers and directors of the Company.  All are
	qualified incentive stock options expiring between August 1995 and
	March 1997.

		Stock option plan (1988 Plan) - The plan provided that options
	to purchase up to 100,000 shares of the Company's common stock at
	prices ranging from 100% to 110% of the fair market value of the shares
	at the date of grant may be granted to officers of the Company and to
	certain key employees.  The price at which the 1988 options were
	granted ranged from $7.50 to $8.25 per share. Pursuant to this plan,
	the Board of Directors granted options to purchase 99,500 shares of the
	Company's common stock.  These were the only outstanding options under
	this plan.  The qualified incentive stock options expired between March
	1993 and December 1994.

		Stock option plan (1983 Plan) - Under the plan, three key
	employees, who are also officers and directors of the Company, were
	granted options to purchase 19,323 shares of common stock of the
	Company at $14.75 per share, the fair market value of the shares at
	the date of grant.  These were the only outstanding options under
	this plan.  The options were nonqualified and expired May 18, 1993.

		Stock option transactions under these plans are summarized as
	follows:

					   Shares         Option Price
					   -------   -----------------------
	Outstanding January 3, 1993        164,823    $  5.64   to  $ 14.75
	Expiring during the year ended
	  January 2, 1994                  (74,323)   $  9.77   to  $ 14.75
	Terminated employee                   (500)                 $  7.50
					   -------
	Outstanding and exercisable
	  at January 2, 1994                90,000    $  5.64   to  $  8.25
	Expiring during the year ended
	  January 1, 1995                  (40,000)   $  7.50   to  $  8.25
	Terminated employee                   (500)                 $  6.25
					   -------
	Outstanding and exercisable
	  at January 1, 1995                49,500    $  5.64   to  $  6.25
	Expiring during the year ended
	  December 31, 1995                (44,000)   $  5.64   to  $  6.00
					   -------
	Outstanding and exercisable
	  at December 31, 1995               5,500                  $  6.25
					   =======

		There were 1,000 options held by an officer of the Company at
	December 31, 1995.  There were 54,000 shares available for future
	option grants under the 1990 Plan at December 31, 1995 and January 1,
	1995.

		Nonqualified stock option plan (1990 Plan) - The plan provides
	that options to purchase up to 50,000 shares of the Company's common
	stock at 100% of the fair market value of the shares at the date of
	grant may be granted to outside directors of the Company.  Pursuant to
	this plan, the outside directors were granted options to purchase 4,000
	shares of the Company's common stock at $6.00 per share.  These options
	expired June 22, 1995.

		There were also options outstanding which were held by outside
	directors of the Company granted in May 1983 to purchase 10,000 shares
	of the Company's common stock at $14.75 per share.  These options
	expired May 18, 1993.

(9)     Leased department sales

		Leased department sales are included in net sales and amounted
	to approximately $832,150, $911,000, and $1,148,000 for the years ended
	December 31, 1995, January 1, 1995, and January 2, 1994, respectively.

(10)    Earnings per share

		Primary earnings per share are based on the weighted average
	number of shares of common stock and common stock equivalents (stock
	options) outstanding, computed in accordance with the assumptions
	required by the modified treasury stock method.  Common stock equivalent
	shares include shares which would be issuable upon the exercise of
	outstanding options reduced by the number of shares which are assumed
	to be repurchased by the Company with the proceeds from the exercise of
	the options.  The shares are assumed to be repurchased at the average
	market price during the year.

		Fully diluted earnings per share have been computed in the same
	manner as primary earnings per share, except that shares are assumed to
	be purchased at the higher of the average or year-end market price.

		The incremental shares computed under the modified treasury
	stock method and included in the weighted average number of common and
	common equivalent shares outstanding amount to 2,846 shares (primary)
	and 3,986 shares (fully diluted) in 1993.

		In 1995 and 1994, shares issuable upon the exercise of stock
	options have not been included in the per share computations because
	the effect of such would be anti-dilutive.

		In 1995, primary and fully diluted earnings per share is
	comprised of the following amounts:


	       Loss before extraordinary item         $ (4.04)

	       Extraordinary item                        3.19
						      -------
		  Net loss                            $ (0.85)
						      =======

(11)    Reorganization items

		The accompanying consolidated condensed financial statements
	include a reorganization charge of $527,757 for the year ended
	December 31, 1995 and $686,155 for the year ended January 1, 1995.
	The reorganization charge relates primarily to legal and professional
	fees in connection with the Chapter 11 filing, amortization of due
	diligence and other fees for the post-petition line of credit, and
	losses associated with the abandonment of leasehold improvements and
	store fixtures in stores which were closed.

		Reorganization items representing outflows of cash are as
	follows:

						     Years Ended
				      -----------------------------------------
				      December 31,   January 1,     January 2,
					 1995          1995           1994
				      ------------  ------------  ------------

	Loan costs paid               $      -      $     95,963  $      -
	Professional fees paid             521,028        70,000         -
	Other costs paid                    60,702        34,603         -
				      ------------  ------------  -------------
		Total                 $    581,730  $    200,566  $      -
				      ============  ============  =============

(12)    Bankruptcy

		On September 19, 1994, Kenwin Shops, Inc. (the "Debtor") filed
	a petition for relief under Chapter 11 of the federal bankruptcy laws
	in the United States Bankruptcy Court for the Southern District of New
	York.  Under Chapter 11, certain claims against the Debtor in existence
	prior to the filing of the petition for relief under the federal
	bankruptcy laws were stayed while the Debtor continued business
	operations as Debtor-in-Possession.  These claims are reflected in the
	January 1, 1995 balance sheet as "liabilities subject to compromise."

		On October 12, 1995, an order confirming the Debtor's plan of
	reorganization was entered by the court.  On October 23, 1995, the
	unsecured creditors were paid a 25% cash settlement and were issued
	149,260 shares of common stock (rounded to account for fractional
	shares).  Cash was provided for the settlement by the sale of the
	Company's accounts receivable (Note 3).  The conversion of debt to
	common stock resulted in a noncash financing activity totaling $464,630.

		On October 23, 1995, the Company executed a new $1,500,000
	post-bankruptcy line of credit with Sterling, at which point the
	existing loan balance was paid in full and the related security and
	loan agreement was terminated.

(13)    Contingency - going concern

		As presented in the accompanying financial statements, the
	Company incurred losses before income taxes and extraordinary items of
	$1,824,095, $3,247,448 and $945,594 for the years ended December 31,
	1995, January 1, 1995 and January 2, 1994, respectively.  The Company
	also experienced difficulty obtaining sufficient credit from its bank
	and its suppliers during these periods.

		During 1996, management intends to closely monitor the
	operations of its existing locations and streamline administrative
	overhead.  One of the key factors in the Company's recent financial
	difficulties was an increasing inability to obtain adequate credit with
	which to finance inventory purchases.  This condition impacted the
	quantity and selection of goods in the stores, with the result being
	an expanding cycle of lost sales and customers.  Management believes
	that the Company's Chapter 11 reorganization plan and the $1,500,000
	line of credit (Note 6) will allow the Company to maintain sufficient
	inventory levels and selection to draw customers back and enable it to
	capitalize on major sales seasons such as Easter, Mother's Day, and
	Christmas, when historically the Company has generated much of its
	profits.

		The ability of the Company to continue as a going concern is
	dependent on the continuation of financing to fund purchases of
	inventory and the ability of management to return the Company's
	operations to profitability.  The financial statements do not include
	any adjustments that might be necessary if the Company is unable to
	continue as a going concern.







	ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


				NONE



PART III

	ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


	The executive officers and directors of the Company are as follows:


								     Executive
							  Director    Officer
Name                Age    Principal Occupation            Since       Since

Ira Abramson        65     Chairman of the Board, CEO,
			   Vice President, Assistant                     (1)
			   Secretary of the Company          1971        1964

									 (2)
Robert Schwartz     50     President of the Company          1982        1976

Richard Moskowitz   48     Vice President and Secretary                  (3)
			   of the Company                    1982        1972

Martin L. Conrad    73     Partner, Jaffin, Conrad,
			   Finkelstein and Frank, Attorneys  (4)
			   New York, New York                1961         -

Henry S. Krauss     70     Senior Vice President
			   Westminster Securities Corp.,     (5)
			   Member, New York Stock Exchange   1964         -

									 (6)
Kenneth Sauer       44     Treasurer of the Company          -           1995


(1)     Mr. Abramson, an executive officer since 1964, was elected Chairman of
	the Board in 1988 and Assistant Secretary in 1992.

(2)     Mr. Schwartz, an executive officer since 1976, was elected President in
	1988.

(3)     Mr. Moskowitz, an executive officer since 1972, was elected Secretary
	in 1992.

(4)     Mr. Conrad is a partner for more than five years of the law firm of
	Jaffin, Conrad, Finkelstein and Frank which has been counsel to the
	Company for more than two years and has been selected as counsel to the
	Company for the current fiscal year.

(5)     Mr. Krauss has been a director since 1994 and has been a Senior Vice
	President of Westminster Securities Corp. for more than five years.

(6)     Mr. Sauer was elected Treasurer in 1995 and has served as controller
	since 1987.

	All directors are elected to serve a one-year term.  All executive
officers serve at the discretion of the Board of Directors.

	There is no family relationship among any of the foregoing executive
officers or directors.

	There is no arrangement or understanding between or among any of the
foregoing directors, nominees, or exeuctive officers pursuant to which any of
them were selected as directors, nominees or officers.




	ITEM 11.        EXECUTIVE COMPENSATION

	The information in response to this item is incorporated by reference
to the Definitive Proxy Statement to be filed by Registrant for the Annual
Meeting of Stockholders to be held on May 15, 1996.



	ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
			OWNERS AND MANAGEMENT

	The following information is furnished as to all persons, known to the
beneficial owner of more than 5 percent of the Company's common stock, and as
to all directors and nominees, and all directors and officers, as a group:


Name and Address of Beneficial Owner             Number of     Percent of
Name of Individual or Identity of Group           Shares         Class
-----------------------------------------     --------------   ----------

Philip Abramson                                43,900    (1)      7.89
4747 Granite Drive
Tucker, Georgia 30084

Kenneth Silberstein                            37,190    (2)      6.68
4747 Granite Drive
Tucker, Georgia 30084

Richard Moskowitz                              24,978             4.49

Robert Schwartz                                20,086    (3)      3.61

Ira Abramson                                    9,944    (4)      1.79

Martin L. Conrad                                  500             0.09

Henry S. Krauss                                   500             0.09

Donald Schwartz                                   350             0.06

Kenneth Sauer                                     100             0.02

All Officers and Directors as a Group
(7 persons)                                    93,298    (5)     16.77


	(1)     Includes 21,163 shares owned by Mr. Abramson's wife.

	(2)     Includes 12,051 shares owned by Mr. Silberstein's wife.

	(3)     Includes 8,906 shares owned by Mr. Schwartz's wife, 200 shares
		owned by Mr. Schwartz as custodian for his minor children, and
		200 shares owned by Mr. Schwartz's wife as custodian for their
		minor children.

	(4)     Includes 1,106 shares owned by Ira Abramson's wife, 190 shares
		owned by Mr. Abramson's wife as custodian for one of their
		daughters, 227 shares owned by Mr. Abramson's wife as custodian
		for their other daughter, 112 shares owned by Mr. Abramson as
		custodian for one of their daughters and 75 shares owned by Mr.
		Abramson as custodian for their other daughter.

	(5)     Includes shares owned by Mr. Silberstein, who was a director
		during the fiscal year ended December 31, 1995, but who is not
		a nominee, and does not include the shares owned by Mr. Donald
		Schwartz, who is a nominee.



	ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


		During the fiscal year, the Company paid legal fees aggregating
$121,326 to Jaffin, Conrad, Finkelstein, and Frank Esqs., in which Martin L.
Conrad, a Director of the Company, is a partner.  Mr. Conrad receives no
special compensation for acting as chairman of the Audit and Compensation
committees, but his law firm received its regular rate of compensation for the
time devoted by him for such services.




















			      KENWIN SHOPS, INC.

			  ANNUAL REPORT ON FORM 10-K
			ITEM 14 (a)(1), (a)(2), and (b)
	LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
			     REPORTS ON FORM 8-K
			 FINANCIAL STATEMENT SCHEDULES

		     FOR THE YEAR ENDED DECEMBER 31, 1995

PART IV

	ITEM 14.        EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
			AND REPORTS ON FORM 8-K

(a)     1.      Financial Statements

		The following consolidated financial statements of Kenwin Shops,
		Inc. are included in Part II, Item 8:

		Independent Auditors' Report

		Consolidated Balance Sheets - December 31, 1995 and
		January 1, 1995

		Consolidated Statements of Income for the years ended
		December 31, 1995, January 1, 1995, and January 2, 1994

		Consolidated Statements of Stockholders' Equity for the
		years ended December 31, 1995, January 1, 1995, and
		January 2, 1994

		Consolidated Statements of Cash Flows for the years
		ended December 31, 1995, January 1, 1995, and January 2, 1994

		Notes to Consolidated Financial Statements, Notes 1 to 13

	2.      Financial Statement Schedules

		The following consolidated financial statement schedule of
		Kenwin Shops, Inc. is included as Schedule II:

			    Valuation and Qualifying Accounts

		All other schedules have been omitted as the required
		information is either (a) not present or is not present in
		sufficient amounts to require submission of the schedules,
		or (b) included in the financial statements or notes thereto.

	3.      Exhibits

		Exhibit 2 - Second Amended Plan of Reorganization and copy of
			    the Bankruptcy Court's order, filed as an Exhibit
			    to the Company's Current Report on Form 8-K, dated
			    October 12, 1995, and incorporated herein by
			    reference.

		Exhibit 3 - Articles of Incorporation and By-Laws, filed as
			    Exhibit 3 to the Company's 1994 Annual Report on
			    Form 10-K, and incorporated herein by reference.

		Exhibit 11 - Statement re: Computation of Per Share Earnings

		Exhibit 21 - Subsidiaries of the Registrant

		Exhibit 99 - Cross Reference to Proxy Statement Incorporated
			     by Reference

(b)             Reports on Form 8-K

		One Report on Form 8-K was filed during the fourth quarter of
		the fiscal year ended December 31, 1995.  On October 12, 1995,
		an order confirming a plan of reorganization was entered by a
		court having jurisdiction over the business and assets of the
		Company.









				      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.


					KENWIN SHOPS, INC.


	April 14, 1997             by   ________________________________________
					Donald Weiner,
					Chairman of the Board,
					(Principal Executive Officer)


	Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report is signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



/s/ Donald Weiner           President (Principal Executive     April 14, 1997
Donald Weiner               Officer) and Chairman

/s/ Richard Pedone          Treasurer                          April 14, 1997
Richard Pedone              (Pricipal Financial Officer)

/s/ Barbara Weiner          Secretary, Assistant Treasurer     April 14, 1997
Barbara Weiner

/s/ Edith Gins              Assistant Secretary and Director   April 14, 1997
Edith Gins

/s/ Arthur Gins             Director                           April 14, 1997
Arthur Gins

























SCHEDULE II

				 KENWIN SHOPS, INC.

			  VALUATION AND QUALIFYING ACCOUNTS

       Years Ended December 31, 1995, January 1, 1995, and January 2, 1994




      Column A         Column B        Column C          Column D    Column E
--------------------- ---------- ---------------------- ----------- -----------
				       Additions
				 ----------------------
				    (1)         (2)
		      Balance at Charged to  Charged to               Balance
		      Beginning  Costs and     Other                  at End
   Description        of Period   Expenses    Accounts  Deductions   of Period
--------------------- ---------- ---------- ----------- ----------- -----------
Allowance for doubtful
accounts

  December 31, 1995   $ 732,000  $ 530,665  $    -      $ (702,039)  $  560,626

  January 1, 1995     $ 419,000  $ 526,871  $    -      $ (213,871)  $  732,000

  January 2, 1994     $ 377,000  $ 399,823  $    -      $ (357,823)  $  419,000

Deferred tax asset
valuation account

  December 31, 1995   $ 768,554  $   -      $  425,731  $  (67,358)  $1,126,927

  January 1, 1995     $   -      $   -      $1,331,886  $ (563,332)  $  768,554

  January 2, 1994     $   -      $   -      $    -      $    -       $    -



Column C(2) charged against Deferred Tax Asset






















Exhibit 11 - Statement re: Computation of per share earnings




						  Years Ended
				  --------------------------------------------
				  December 31,     January 1,     January 2,
				      1995            1995           1994
				  ____________   _____________   ____________

Average shares outstanding            435,025       407,090        409,936

Dilutive effect of stock
 options computed by use of
 treasury stock method                  -              -              -
				     --------      ---------      ---------
Average common and common
 equivalent shares outstanding        435,025       407,090        409,936
				     ========      =========      =========



Computation of earnings per
 share = Net loss/average common
 and common equivalent shares
 outstanding                         $(371,584)   $(2,684,116)   $  (652,027)

				       435,025        407,090        409,936
				     ---------    -----------    -----------

Loss per share                       $   (0.85)   $     (6.59)   $     (1.59)
				     =========    ===========    ===========






Exhibit 21 - Subsidiaries of the Registrant



	For the fiscal year ended December 31, 1995, Registrant owned and
operated eight (8) subsidiaries in the United States.  Each subsidiary is
wholly owned and is involved in the same line of business as Registrant.
All of Registrant's subsidiaries have been included in Registrant's
consolidated Financial Statements.  The names of said subsidiaries have
been omitted from this report.





Exhibit 99 -  Cross Reference to Proxy Statement Incorporated by Reference


				    Definitive Proxy Statement to be Filed
Form 10-K for Fiscal Year           by Registrant for Annual Meeting of
Ended December 31, 1995             Stockholders to be Held May 15, 1996
---------------------------         ---------------------------------------

PART III

				    Compensation of Directors and Executive
				    Officers
ITEM 11. - Executive Compensation   pp. 5 et. seq.


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