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 the quarterly period ended May 5, 2001 or
                               -----------

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from ___________ to ___________

Commission File No.  0-23671
                     -------

                              WEINER'S STORES, INC.
                              ---------------------
             (exact name of registrant as specified in its charter)


                           Delaware                 76-0355003
                           --------                 ----------
              (State or other jurisdiction of     (IRS Employer
               incorporation or organization)   Identification No.)

               6005 Westview Drive, Houston, TX           77055
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

        Registrant's telephone number, including area code (713) 688-1331
                                                           ---------------

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

Indicate by check mark 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 __

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

         As of June 7, 2001, there were 18,509,710 shares of Weiner's Stores,
Inc. common stock, par value $.01 per share, outstanding.


<PAGE>

                              WEINER'S STORES, INC.

                                    FORM 10-Q

                            QUARTER ENDED MAY 5, 2001

                                Table of Contents
<TABLE>
<CAPTION>
                                                                                             Page No.
                                                                                             --------
<S>                                                                                             <C>
PART I.    FINANCIAL INFORMATION

         ITEM 1. Consolidated Financial Statements                                              3

                  Consolidated Statements of Operations                                         3

                  Consolidated Balance Sheets                                                   4
                  Consolidated Statements of Cash Flows                                         5

                  Notes to Consolidated Financial Statements                                    6-9

         ITEM 2. Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                      9-12

         ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                     12

PART II.   OTHER INFORMATION

         ITEM 1. Legal Proceedings                                                              12

         ITEM 2. Changes in Securities and Use of Proceeds                                      12

         ITEM 3. Defaults Upon Senior Securities                                                12

         ITEM 4. Submission of Matters to a Vote of Security Holders                            13

         ITEM 5. Other Information                                                              13

         ITEM 6. Exhibits and Reports on Form 8-K                                               13

SIGNATURES                                                                                      14

EXHIBIT INDEX                                                                                   15

</TABLE>


                                       2
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                              WEINER'S STORES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                   Thirteen Weeks Thirteen Weeks
                                                       Ended          Ended
                                                    May 5, 2001   April 29, 2000
                                                    -----------   --------------


Net sales                                           $ 48,805,000   $ 66,207,000

Leased department revenues                               120,000        215,000
                                                    ------------   ------------

Net revenues                                          48,925,000     66,422,000

Cost of goods sold                                    32,179,000     42,355,000
                                                    ------------   ------------

Gross margin                                          16,746,000     24,067,000

Selling, administrative and other operating costs     16,965,000     23,836,000

Reorganization expense                                   939,000              -
                                                    ------------   ------------

Operating (loss) income                               (1,158,000)       231,000

Interest expense                                        (505,000)      (397,000)

Interest income                                                -              -
                                                    ------------   ------------

Loss before income taxes                              (1,663,000)      (166,000)

Income taxes                                                   -              -
                                                    ------------   ------------
Loss before cumulative effect adjustment            $ (1,663,000)  $   (166,000)

Cumulative effect adjustment, net of tax                       -       (294,000)
                                                    ------------   ------------

Net loss                                            $ (1,663,000)  $   (460,000)
                                                    ============   ============
Loss before cumulative effect adjustment            $      (0.09)  $      (0.01)
    per share of common stock
Cumulative effect of accounting change per share
    of common stock                                            -          (0.01)
                                                    ============   ============
Net loss per share of common stock                  $      (0.09)  $      (0.02)
                                                    ============   ============
Weighted average number of shares of
    common stock outstanding                          18,510,000     18,510,000
                                                    ============   ============

The accompanying notes are an integral part of these consolidated financial
statements.


                                       3
<PAGE>

                                            WEINER'S STORES, INC.
                                         CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                             May 5,             February 3,
                                                                             2001                   2001
                                                                       ------------------     -----------------
                                                                          (Unaudited)
<S>                                                                  <C>                   <C>
ASSETS
Current Assets:
     Cash                                                            $         5,605,000   $         5,607,000
     Receivables, net                                                            715,000               841,000
     Merchandise inventories, net                                             45,433,000            50,822,000
     Prepaid expenses and other assets                                         4,054,000             3,459,000
                                                                       ------------------     -----------------
                       Total current assets                                   55,807,000            60,729,000
                                                                       ------------------     -----------------

Property and Equipment:
     Land                                                                        258,000               258,000
     Building - distribution center and office facility                        1,996,000             1,996,000
     Furniture, fixtures and leasehold improvements                           28,868,000            28,785,000
                                                                       ------------------     -----------------
                       Total                                                  31,122,000            31,039,000
          Less accumulated depreciation and amortization                    (11,607,000)          (10,630,000)
                                                                       ------------------     -----------------
                         Total property and equipment, net                    19,515,000            20,409,000
                                                                       ------------------     -----------------

                                                                     $        75,322,000   $        81,138,000
                                                                       ==================     =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Trade accounts payable                                          $         6,275,000   $        10,233,000
     Accrued expenses and other current liabilities                            7,247,000             6,383,000
                                                                       ------------------     -----------------
                       Total current liabilities                              13,522,000            16,616,000
                                                                       ------------------     -----------------

Other Liabilities                                                                397,000               397,000
Long-term portion of debtor-in-possession credit facility                     19,923,000            20,694,000
Liabilities subject to settlement under reorganization proceedings            25,032,000            25,320,000

Commitments and Contingencies                                                  -                     -

Stockholders' Equity:
     Common stock, $.01 par value, 50,000,000 shares authorized,
          19,000,000 shares issued                                               190,000               190,000
     Additional paid-in capital                                               63,664,000            63,664,000
     Accumulated deficit                                                    (47,406,000)          (45,743,000)
     Treasury stock, at cost, 523,170 shares                                   -                     -

                                                                       ------------------     -----------------
                         Total stockholders' equity                           16,448,000            18,111,000
                                                                       ------------------     -----------------

                                                                     $        75,322,000   $        81,138,000
                                                                       ==================     =================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.



                                       4
<PAGE>

                              WEINER'S STORES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             Thirteen Weeks          Thirteen Weeks
                                                                  Ended                   Ended
                                                               May 5, 2001           April 29, 2000
                                                        ----------------------  ----------------------
<S>                                                       <C>                     <C>
Net cash provided by (used in) operating activities       $           852,000     $       (6,378,000)
                                                            ------------------      ------------------

Cash Flows from Investing Activities:
   Capital expenditures                                              (83,000)             (1,593,000)
                                                            ------------------      ------------------

Net cash used in investing activities                                (83,000)             (1,593,000)
                                                            ------------------      ------------------

Cash Flows from Financing Activities:
   Payments to debtor-in-possession                                 (771,000)               -
     credit facility
   Proceeds from pre-petition working                               -                       8,000,000
     capital facility
                                                            ------------------      ------------------

Net cash (used in) provided by financing activities                 (771,000)               8,000,000
                                                            ------------------      ------------------

Net (Decrease) Increase in cash                                       (2,000)                  29,000
Cash, beginning of period                                           5,607,000               3,336,000
                                                            ------------------      ------------------

Cash, end of period                                       $         5,605,000     $         3,365,000
                                                            ------------------      ------------------

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       5
<PAGE>

                              WEINER'S STORES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

         In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring adjustments)
which management considers necessary to present fairly the financial position of
Weiner's Stores, Inc. (the "Company") as of May 5, 2001, and the results of its
operations and its cash flows for each of the thirteen week periods ended May 5,
2001 and April 29, 2000. The results of operations for the thirteen-week period
ended May 5, 2001 may not be indicative of the results for the entire year.

         These financial statements should be read in conjunction with the
audited financial statements for the fiscal year ended February 3, 2001 and
related notes which are included in the Company's Annual Report on Form 10-K for
the fiscal year ended February 3, 2001. Accordingly, significant accounting
policies and other disclosures necessary for complete financial statements in
conformity with generally accepted accounting principles have been omitted since
such items are reflected in the Company's audited financial statements and
related notes thereto.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities, at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(2) Reorganization

         As a result of the Company's poor financial performance, lack of
adequate trade support to fund its inventory working capital requirements and
lack of sufficient financial flexibility and liquidity, on October 16, 2000 (the
"Petition Date") the Company filed a voluntary petition for relief under Chapter
11 ("Chapter 11") of Title 11 of the United States Code in United States
Bankruptcy Court for the District of Delaware (the "Court"). Under Chapter 11,
the Company is operating its business as a debtor-in-possession, subject to
approval of the Court for certain actions. Additionally, a creditor committee
was formed and has the right to review and object to any non-ordinary course of
business transactions and participate in the formulation of any plan or plans of
reorganization. In connection with the Company's Chapter 11 reorganization, the
Company has retained an investment banking firm to explore and advise the
Company with respect to various financial and business options, including but
not limited to identifying sources of additional debt or equity financing and/or
possible acquirers of all or substantially all of the Company's assets. There
can be no assurance that the Company will succeed in reorganizing under Chapter
11 or that the reorganization will not result in a liquidation.

         As of the Petition Date, actions to collect pre-petition indebtedness
are stayed and certain other contractual obligations may not be enforced against
the Company. In addition, the Company may reject executory contracts and lease
obligations, and parties affected by these rejections may file claims with the
Court in accordance with the reorganization process. Substantially all
liabilities as of the Petition Date are subject to settlement under a plan of
reorganization to be voted upon by all impaired classes of creditors and equity
security holders and approved by the Court.

         Until a plan of reorganization is confirmed by the Court and becomes
effective, it is not possible to predict with certainty the ultimate recoveries
for creditors and stockholders, the length of time the Company will be under the
protection of Chapter 11, the outcome of the Chapter 11 proceedings in general,
the effects of the proceedings on the business of the Company or the extent of
the negative effects on the interests of the various creditors and stockholders.
While management currently believes the Company has made adequate provision for
the liabilities to be incurred in connection with Chapter 11 claims, there can
be no assurance as to the final amount of such liabilities or the final impact
on such liabilities of a confirmed plan of reorganization.


                                       6
<PAGE>

         The Consolidated Condensed Financial Statements have been prepared on a
going concern basis, which contemplates continuity of operations, realization of
assets and liquidation of liabilities in the ordinary course of business.
However, as a result of the Company's Chapter 11 filing, such realization of
assets and liquidation of liabilities is subject to uncertainty. Further, a plan
of reorganization could materially change the amounts reported in the
consolidated financial statements, which do not give effect to any adjustments
to the carrying value of assets or amounts of liabilities that might be
necessary as a consequence of a plan of reorganization. As of June 7, 2001, no
plan of reorganization has been submitted to the Court. The ability of the
Company to continue as a going concern is dependent upon, among other things,
confirmation of a plan of reorganization, future profitable operations, its
ability to comply with debtor-in-possession agreements and its ability to
generate sufficient cash from operations and financing sources to satisfy its
obligations. Additionally, the accompanying Consolidated Condensed Financial
Statements do not include any adjustments that would be required if the Company
were in liquidation. Substantially all of the Company's pre-petition liabilities
are subject to compromise under the reorganization proceedings.

(3) Long-Term Debt

         On October 16, 2000, in conjunction with the Company's filing under
Chapter 11, the Company entered into a two-year, $35,000,000
Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement") which
includes a $15,000,000 sub-facility for the issuance of letters of credit. The
DIP Credit Agreement is a revolving credit facility that is secured by
substantially all of the Company's assets. The DIP Credit Agreement provides
that proceeds may be used solely in the ordinary course of business and for
other general corporate purposes during the Company's Chapter 11 reorganization
proceedings. Borrowings under the DIP Credit Agreement bear interest at the
reference rate thereunder plus 0.75% or, at the option of the Company, the
Eurodollar Rate thereunder plus 2.75%.

         At May 5, 2001, the Company had approximately $6,961,000 of
availability under the DIP Credit Agreement, after considering outstanding
letters of credit of approximately $4,563,000 and borrowings of $19,923,000. The
Company may prepay amounts outstanding under the working capital facility
without penalty.

         The DIP Credit Agreement requires that the Company maintain certain
financial covenants and stipulates certain borrowing limitations based on the
Company's inventory levels. The DIP Credit Agreement also restricts future liens
and indebtedness, sales of assets and dividend payments. Capital expenditures
are restricted to $3,000,000 for the period ending February 2, 2002 and
$2,000,000 for the period commencing February 3, 2002 and ending on November 2,
2002. At May 5, 2001, the Company was in compliance with all of its covenants
under the DIP Credit Agreement.

         The Company's current liquidity needs are provided by existing cash
balances, operating cash flow, the DIP Credit Agreement, and trade credit terms
from the vendor and factor community. The Company continually monitors its
liquidity position. Due to the Company's poor financial performance and the
other factors that resulted in its filing for relief under Chapter 11, any
further material adverse development affecting the business of the Company could
significantly limit its ability to withstand competitive pressures or adverse
economic conditions, to take advantage of expansion opportunities or other
significant business opportunities that may arise, to meet its obligations as
they become due or to comply with the various covenant requirements under the
DIP Credit Agreement. Moreover, the Company is highly dependent upon its ability
to obtain merchandise on normal trade terms. Due to the Company's Chapter 11
filing and poor financial performance, some of the Company's key vendors and
factors have become more restrictive in granting trade credit either through
reducing the Company's credit lines or shortening payment terms. The tightening
of credit was one of the factors which contributed to the Company's filing for
relief under Chapter 11.



                                       7
<PAGE>

(4) Accrued Expenses

         Accrued expenses consisted of the following:
<TABLE>
<CAPTION>
                                                           May 5, 2001            February 3, 2001
                                                        -------------------       ------------------
<S>                                                   <C>                       <C>
              Payroll and related benefits            $            800,000      $         1,110,000
              Taxes other than income taxes                      1,418,000                  598,000
              Rent and other related costs                         686,000                  286,000
              Restructuring costs                                1,716,000                1,489,000
              Layaway deposit payments                             505,000                1,092,000
              Other                                              2,122,000                1,509,710
                                                      ---------------------    ---------------------
                                  Total               $          7,247,000      $         6,383,000
                                                      =====================    =====================
</TABLE>
(5)  Leases

         During the thirteen weeks ended May 5, 2001 the Company entered into no
new leases and executed renewal options on several locations. Future minimum
rental payments have decreased approximately $1,017,000 since February 3, 2001
bringing the total future minimum rental payments under all noncancelable
operating leases with initial or remaining lease terms of one year or more to
approximately $36,431,000.

         Under its Chapter 11 proceedings, the Company has the right, subject to
Court approval, to assume or reject executory contracts and unexpired leases. In
this context, "assumption" means that the Company agrees to perform its
obligations to perform further under the contract or lease but is subject to a
claim of damages for the breach thereof. Therefore, the commitment mentioned
above may not reflect the actual cash outlay in the future.

         Total rent expense for all operating leases was as follows:

                               Thirteen               Thirteen
                              Weeks Ended            Weeks Ended
                              May 5, 2001          April 29, 2000
                           ------------------     ------------------
  Minimum rentals               $  2,122,000           $  2,960,000
  Contingent rentals                  85,000                121,000
                           ------------------     ------------------
          Total                 $  2,207,000           $  3,081,000
                           ==================     ==================

(6) Stock Based Awards

         At May 5, 2001, there were vested options outstanding to purchase
496,667 shares of common stock at a weighted average price per share of $1.04.

(7) Income Taxes

         The Company provides United States federal income taxes based on its
estimated annual effective tax rate for the fiscal year. No income tax provision
was recorded in either the first thirteen weeks of 2001 or 2000. The recognition
of income tax benefits is affected by limitations on the Company's ability to
utilize net operating loss carryforwards.

(8) Earnings Per Share

         Net income per share of common stock is computed based on the weighted
average number of shares of common stock and equivalent shares of common stock
outstanding during the period. The computation of weighted average shares of
common stock outstanding is as follows:



                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                            May 5, 2001         April 29, 2000
                                                         ------------------    ------------------
<S>                                                             <C>                   <C>
      Weighted average number of shares of
           common stock outstanding                             18,509,710            18,509,710
      Common stock equivalent - shares issuable
           under the stock incentive plans                       -                     -
                                                         ------------------    ------------------
      Weighted average shares of common stock
           outstanding assuming full dilution                   18,509,710            18,509,710
                                                         ==================    ==================
</TABLE>
         The Company has determined that none of its common stock had
appreciated beyond the underlying exercise price of the option based on the most
recent trading activity as of May 5, 2001 (resulting in no dilution for the
earnings per share computations).

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Forward-Looking Statements

         This Quarterly Report on Form 10-Q contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
words "anticipate," "believe," "expect," "plan," "intend," "seek," "estimate,"
"project," "will," "could," "may" and similar expressions are intended to
identify forward-looking statements. These statements include, among others,
information regarding future operations, future capital expenditures and future
net cash flow. Such statements reflect the current views of Weiner's Stores,
Inc. (the "Company") with respect to future events and financial performance and
involve risks and uncertainties, including, without limitation, general economic
and business conditions, changes in foreign, political, social and economic
conditions, regulatory initiatives and compliance with governmental regulations,
the ability of the Company and its competitors to predict fashion trends and
customer preferences and achieve further market penetration and additional
customers, consumer apparel buying patterns, adverse weather conditions,
inventory risks due to shifts in market demand, risks related to the Company's
reorganization under Chapter 11 and various other matters, many of which are
beyond the Company's control. The risks included here are not exhaustive. Other
sections of this Report and the Company's other filings with the Securities and
Exchange Commission include additional factors that could adversely affect the
Company's business and financial performance. Should one or more of these risks
or uncertainties occur, or should underlying assumptions prove to be incorrect,
actual results may vary materially and adversely from those anticipated,
believed, estimated or otherwise indicated. Consequently, all of the
forward-looking statements made in this Report are qualified by these cautionary
statements and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to or effect on the Company or its
business or operations. The Company does not undertake and expressly disclaims
any obligation to publicly update or revise any such forward-looking statements
even if experience or future changes make it clear that the projected results
expressed or implied therein will not be realized.

Reorganization

         As a result of the Company's poor financial performance, lack of
adequate trade support to fund its inventory working capital requirements and
lack of sufficient financial flexibility and liquidity, on October 16, 2000 (the
"Petition Date") the Company filed a voluntary petition for relief under Chapter
11 ("Chapter 11") of Title 11 of the United States Code in United States
Bankruptcy Court for the District of Delaware (the "Court"). Under Chapter 11,
the Company is operating its business as a debtor-in-possession, subject to
approval of the Court for certain actions. Additionally, a creditor committee
was formed and has the right to review and object to any non-ordinary course of
business transactions and participate in the formulation of any plan or plans of
reorganization. In connection with the Company's Chapter 11 reorganization, the
Company has retained an investment banking firm to explore and advise the
Company with respect to various financial and business options, including but
not limited to identifying sources of additional debt or equity financing and/or
possible acquirers of all or substantially all of the Company's assets. There
can be no assurance that the Company will succeed in reorganizing under Chapter
11 or that the reorganization will not result in a liquidation.



                                       9
<PAGE>

         As of the Petition Date, actions to collect pre-petition indebtedness
are stayed and certain other contractual obligations may not be enforced against
the Company. In addition, the Company may reject executory contracts and lease
obligations, and parties affected by these rejections may file claims with the
Court in accordance with the reorganization process. Substantially all
liabilities as of the Petition Date are subject to settlement under a plan of
reorganization to be voted upon by all impaired classes of creditors and equity
security holders and approved by the Court.

         Until a plan of reorganization is confirmed by the Court and becomes
effective, it is not possible to predict with certainty the ultimate recoveries
for creditors and stockholders, the length of time the Company will be under the
protection of Chapter 11, the outcome of the Chapter 11 proceedings in general,
the effects of the proceedings on the business of the Company or the extent of
the negative effects on the interests of the various creditors and stockholders.
While management currently believes the Company has made adequate provision for
the liabilities to be incurred in connection with Chapter 11 claims, there can
be no assurance as to the final amount of such liabilities or the final impact
on such liabilities of a confirmed plan of reorganization.

         The Consolidated Condensed Financial Statements have been prepared on a
going concern basis, which contemplates continuity of operations, realization of
assets and liquidation of liabilities in the ordinary course of business.
However, as a result of the Company's Chapter 11 filing, such realization of
assets and liquidation of liabilities is subject to uncertainty. Further, a plan
of reorganization could materially change the amounts reported in the
consolidated financial statements, which do not give effect to any adjustments
to the carrying value of assets or amounts of liabilities that might be
necessary as a consequence of a plan of reorganization. As of June 7, 2001 no
plan of reorganization has been submitted to the Court. The ability of the
Company to continue as a going concern is dependent upon, among other things,
confirmation of a plan of reorganization, future profitable operations, its
ability to comply with debtor-in-possession agreements and its ability to
generate sufficient cash from operations and financing sources to satisfy its
obligations. Additionally, the accompanying Consolidated Condensed Financial
Statements do not include any adjustments that would be required if the Company
were in liquidation. Substantially all of the Company's pre-petition liabilities
are subject to compromise under the reorganization proceedings.

Results of Operations

Thirteen Weeks Ended May 5, 2001 Compared to Thirteen Weeks Ended April 29, 2000

         Total net sales for the first quarter of 2001 decreased 26.3% to
$48,805,000 from $66,207,000 in the first quarter of 2000. The decrease is
primarily attributable to the closing of 44 underperforming stores in October
2000 in connection with the Company's Chapter 11 reorganization and a 4.6%
comparable stores sales decrease over such period, offset by the six new stores
opened after the first quarter of 2000. Further, due to the adoption of Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"), the Company, in the first quarter of fiscal 2000, recognized an
additional $851,000 in revenue related to those layaway transactions held as
accounts receivable at the end of fiscal year 1999.

         Leased department revenue in the first quarter of 2001 decreased 44.2%
to $120,000 from $215,000. The decrease is primarily attributable to the store
closings discussed above. Further, during the first quarter of fiscal 2000, the
Company tested a leased department for unbranded shoes in eight stores. The
leased shoe department was unsuccessful and the lease was discontinued.

         Cost of goods sold for the first quarter of 2001 decreased $10,176,000
or 24.0% to $32,179,000 from $42,355,000 in the first quarter of 2000. As a
percentage of revenues, cost of goods sold for the first quarter 2001 increased
to 65.8% from 63.8% in the first quarter of 2000. Gross margin decreased
$7,321,000 or 30.4% to $16,746,000 from $24,067,000 in the first quarter of
2000. Gross margin as a percentage of sales decreased to 34.2% from 36.2% in the
first quarter of 2000. The decreases in cost of goods sold and gross margin
dollars were primarily attributable to the store closings and sales decline
discussed above. The decrease in gross margin percentage was primarily
attributable to increased promotional markdowns, offset by decreased seasonal
markdowns and higher initial markup.



                                       10
<PAGE>

         Selling, administrative and other operating costs decreased to
$16,965,000 in the first quarter of 2001 from $23,836,000 in the first quarter
of 2000. The decrease is primarily attributable to the store closings discussed
above. As a percentage of revenues, selling, administrative and other operating
costs in the first quarter of 2001 decreased to 34.7% from 35.9% in the first
quarter of 2000. This decrease is primarily attributable to the expense
reduction and control programs the Company has implemented in the Chapter 11
process.

         In the first quarter of 2001 the Company incurred $939,000 in
reorganization expense attributable to its filing under Chapter 11. This expense
is primarily attributable to professional fees and the Company's employee
Retention Plan, which was adopted in connection with the Company's Chapter 11
reorganization. There was no reorganization expense in the first quarter of
2000.

         The Company incurred an operating loss of $1,158,000 in the first
quarter of 2001 compared to operating income of $231,000 in the first quarter of
2000. Had the Company not incurred reorganization expense, the operating loss
for the first quarter of 2001 would have been $219,000.

         The Company recorded interest expense of $505,000 in the first quarter
of 2001 compared to $397,000 in the first quarter of 2000. The increase is
primarily attributable to an increase in average borrowing in the first quarter
of 2001, offset by the reduction of the effective interest rate.

         The Company recorded a cumulative effect adjustment for a change in
accounting of $294,000 in the first quarter of 2000 due to the adoption of SAB
101. The change reflects a restatement for those layaways held as accounts
receivable at the end of fiscal year 1999.

         The Company provides United States federal income taxes on its
estimated annual effective tax rate for the fiscal year. No income tax provision
was recorded in either the first quarter of 2001 or the first quarter of 2000.
The recognition of income tax benefits is affected by limitations on the
Company's ability to utilize net operating loss carryforwards.

         The Company's net loss for the first quarter of 2001 was $1,663,000, or
$0.09 per share of its common stock, par value $.01 per share ("Common Stock"),
compared to a net loss of $460,000, or $0.02 per share of Common Stock, for the
first quarter of 2000.

Liquidity and Capital Resources

Cash from Operations and Working Capital

         The Company's cash provided by operations was $852,000 during the
thirteen weeks ended May 5, 2001 compared to cash used in operations of
$6,378,000 during the thirteen weeks ended April 29, 2000. The decrease in cash
used in operations is primarily attributable to the Company's efforts to control
inventory levels. The Company's primary source of liquidity has been borrowings
under its credit agreement in effect prior to the Petition Date and the current
DIP Credit Agreement referred to below.

DIP Credit Agreement

         On October 16, 2000, in conjunction with the Company's filing under
Chapter 11, the Company entered into a two-year, $35,000,000
Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement") which
includes a $15,000,000 sub-facility for the issuance of letters of credit. The
DIP Credit Agreement is a revolving credit facility that is secured by
substantially all of the Company's assets. The DIP Credit Agreement provides
that proceeds may be used solely in the ordinary course of business and for
other general corporate purposes during the Company's Chapter 11 reorganization
proceedings. Borrowings under the DIP Credit Agreement bear interest at the
reference rate thereunder plus 0.75% or, at the option of the Company, the
Eurodollar Rate thereunder plus 2.75%.



                                       11
<PAGE>

         At May 5, 2001 the Company had approximately $6,961,000 of availability
under the DIP Credit Agreement, after considering outstanding letters of credit
of approximately $4,563,000 and borrowings of $19,923,000. The Company may
prepay amounts outstanding under the working capital facility without penalty.

         The DIP Credit Agreement requires that the Company maintain certain
financial covenants and stipulates certain borrowing limitations based on the
Company's inventory levels. The DIP Credit Agreement also restricts future liens
and indebtedness, sales of assets and dividend payments. Capital expenditures
are restricted to $3,000,000 for the period ending February 2, 2002 and
$2,000,000 for the period commencing February 3, 2002 and ending on November 2,
2002. At May 5, 2001, the Company was in compliance with all of its covenants
under the DIP Credit Agreement.

         The Company's current liquidity needs are provided by existing cash
balances, operating cash flow, the DIP Credit Agreement, and trade credit terms
from the vendor and factor community. The Company continually monitors its
liquidity position. Due to the Company's poor financial performance and the
other factors that resulted in its filing for relief under Chapter 11, any
further material adverse development affecting the business of the Company could
significantly limit its ability to withstand competitive pressures or adverse
economic conditions, to take advantage of expansion opportunities or other
significant business opportunities that may arise, to meet its obligations as
they become due or to comply with the various covenant requirements under the
DIP Credit Agreement. Moreover, the Company is highly dependent upon its ability
to obtain merchandise on normal trade terms. Due to the Company's Chapter 11
filing and poor financial performance, some of the Company's key vendors and
factors have become more restrictive in granting trade credit either through
reducing the Company's credit lines or shortening payment terms. The tightening
of credit was one of the factors which contributed to the Company's filing for
relief under Chapter 11.

Capital Expenditures

         The Company's capital expenditures are expected to be approximately
$1,000,000 in fiscal 2001 primarily for the remodeling of existing stores,
fixtures and enhancements of the management information systems. The Company
expects to fund these capital expenditures from cash flows from operations and
borrowings under the DIP Credit Agreement.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

           Not Applicable.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

         The Company is party to ordinary routine litigation, arbitration and
proceedings incidental to its business, the disposition of which is not expected
to have a material adverse effect on the Company's business or financial
condition. Due to the Company's filing under Chapter 11, certain of such cases
have been stayed pursuant to the automatic stay issued by the Court. Under
Chapter 11, these cases require Court approval or must be specifically exempt
for litigation proceedings to continue.

ITEM 2. Changes in Securities and Use of Proceeds

         None.

ITEM 3. Defaults Upon Senior Securities

         None.



                                       12
<PAGE>

ITEM 4. Submission of Matters to a Vote of Security Holders

         None.

ITEM 5. Other Information

         None.

ITEM 6. Exhibits and Reports on Form 8-K

     (a) Exhibit
           No.    Description
         ------   -----------

         3.1      Amended and Restated Certificate of Incorporation of the
                  Company.

         3.2      Restated Bylaws of the Company (incorporated by reference to
                  Exhibit 3.2 to the Company's registration statement on Form 10
                  filed April 14, 1998)

     (b) Reports on Form 8-K

         During the first quarter of fiscal 2001, the Company filed reports on
         Form 8-K on March 29, 2001 and April 20, 2001 to disclose, pursuant to
         Regulation FD, for informational purposes only, the certificate of
         compliance and certain financial statements contained in the Company's
         reports dated March 28, 2001 and April 20, 2001, respectively, to the
         United States Trustee in connection with the Company's reorganization
         under Chapter 11.




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<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



                      WEINER'S STORES, INC.


  June 8, 2001        By:  /s/ Michael S. Marcus
  ------------             ---------------------
    (Date)                 Michael S. Marcus
                           Vice President, Chief Financial Officer, Treasurer
                           and Secretary













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<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                Description
-----------                -----------


   3.1                     Amended and Restated Certificate of Incorporation of
                           the Company.

   3.2                     Restated Bylaws of the Company (incorporated by
                           reference to Exhibit 3.2 to the Company's
                           registration statement on Form 10 filed April 14,
                           1998)











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