UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT



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

       Date of Report (Date of earliest event reported): November 7, 2002


                            FACTORY 2-U STORES, INC.
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             (Exact name of registrant as specified in its charter)


                                    DELAWARE
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                 (State or other jurisdiction of incorporation)

               0-16309                                51-0299573
   ------------------------------         ----------------------------------
      (Commission File Number)             (IRS Employer Identification No.)


                  4000 RUFFIN ROAD, SAN DIEGO, CALIFORNIA 92123
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                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (858) 627-1800


                                       NA
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          (Former name or former address, if changed since last report)

<PAGE>

ITEM 5.  OTHER EVENTS.

     On November  7, 2002,  we  announced  that  William R. Fields had  replaced
Michael M.  Searles,  as of such date, as Chairman of our Board of Directors and
as our Chief Executive Officer. We also announced on such date that our Board of
Directors had established  the position of Lead Director,  naming Ronald Rashkow
to serve in such  position as of November 4, 2002.  The full text of our revised
press  release of  November  11,  2002,  together  with Mr.  Fields'  Employment
Agreement and the letter agreement pursuant to which Mr. Rashkow agreed to serve
as Lead Director, are attached as exhibits hereto.

ITEM 7.  EXHIBITS.

                   EXHIBIT NO.                   DESCRIPTION
                   -----------                   -----------

                      99.1           Press release of Factory 2-U Stores,  Inc.,
                                     dated  November 11, 2002.

                      99.2           Employment Agreement,  dated as of November
                                     7, 2002, by and between Factory 2-U Stores,
                                     Inc. and William R. Fields.

                      99.3           Letter  agreement,  dated November 4, 2002,
                                     by and between Factory 2-U Stores, Inc. and
                                     Ronald Rashkow

<PAGE>

                                    SIGNATURE

     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.


                                           FACTORY 2-U STORES, INC. (Registrant)


                                           By:   /s/ DOUGLAS C. FELDERMAN
                                              ----------------------------------
         NOVEMBER 19, 2002                       Douglas C. Felderman
         -----------------                       Executive Vice President and
              Date                               Chief Financial Officer

<PAGE>

                                EXHIBIT INDEX

              EXHIBIT NO.                   DESCRIPTION
              -----------                   -----------

                 99.1           Press release of Factory 2-U Stores,  Inc.,
                                dated  November 11, 2002.

                 99.2           Employment Agreement,  dated as of November
                                7, 2002, by and between Factory 2-U Stores,
                                Inc. and William F. Fields.

                 99.3           Letter  agreement,  dated November 4, 2002,
                                by and between Factory 2-U Stores, Inc. and
                                Ronald Rashkow.