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 August 4, 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 September 20, 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 AUGUST 4, 2001
<TABLE>
<CAPTION>
                                Table of Contents
                                                                                                      Page No.
                                                                                                      --------
<S>                                                                                                       <C>
PART I.    FINANCIAL INFORMATION

         ITEM 1. Consolidated Financial Statements                                                        3

                  Consolidated Statements of Net Liabilities in Liquidation (Liquidation Basis)           3

                  Consolidated Statements of Changes in Net Liabilities in Liquidation
                  (Liquidation Basis)                                                                     4

                  Consolidated Statements of Operations (Going Concern)                                   5

                  Consolidated Balance Sheet                                                              6

                  Consolidated Statements of Cash Flows (Going Concern)                                   7

                  Notes to Consolidated Financial Statements                                              8-10

         ITEM 2. Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                                10-13

         ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                               13

PART II.   OTHER INFORMATION

         ITEM 1. Legal Proceedings                                                                        13

         ITEM 2. Changes in Securities and Use of Proceeds                                                13

         ITEM 3. Defaults Upon Senior Securities                                                          13

         ITEM 4. Submission of Matters to a Vote of Security Holders                                      13-14

         ITEM 5. Other Information                                                                        14

         ITEM 6. Exhibits and Reports on Form 8-K                                                         14

SIGNATURES                                                                                                15

EXHIBIT INDEX                                                                                             16

</TABLE>


                                       2
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements
<TABLE>
<CAPTION>
                                         WEINER'S STORES, INC.
                    CONSOLIDATED STATEMENTS OF NET LIABILITIES IN LIQUIDATION (Liquidation Basis)
                                             (Unaudited)

                                                                                   August 4,
                                                                                     2001
                                                                               ------------------
ASSETS
<S>                                                                         <C>
     Cash                                                                   $         13,824,000
     Receivables, net                                                                  8,272,000
     Assets held for sale                                                              5,000,000
     Inventory                                                                                 -
     Prepaid expenses and other assets                                                   939,000
     Property and equipment, net                                                               -
                                                                               ------------------
       Total Assets                                                         $         28,035,000
                                                                               ------------------

LIABILITIES
     Accrued and other liabilities                                          $         18,885,000
     Liabilities subject to settlement                                                26,584,000
                                                                               ------------------
       Net Liabilities in Liquidation                                       $       (17,434,000)
                                                                               ==================

        Weighted average number of shares of common stock                             18,510,000
                                                                               ==================

        Net liabilities in liquidation per outstanding share of common
        stock                                                               $             (0.94)
                                                                               ==================
</TABLE>

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


                                       3
<PAGE>

                              WEINER'S STORES, INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN NET LIABILITIES IN LIQUIDATION
                               (Liquidation Basis)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     Thirteen Weeks
                                                                          Ended
                                                                     August 4, 2001
                                                                ----------------------
<S>                                                             <C>
Net assets on a going concern basis as of May 5, 2001           $          16,448,000
                                                                    ------------------

Adjustments to reflect liquidation basis accounting:
   Write-off loss on sale of inventory                                   (10,058,000)
   Write-off loss on disposal of other assets                            (13,259,000)
   Accrue potential lease rejection claims                                (5,288,000)
   Other assets and liabilities                                               684,000
   Estimated expenses to be incurred through liquidation                  (5,961,000)
                                                                    ------------------
   Net adjustments to reflect liquidation basis accounting      $        (33,882,000)
                                                                    ------------------

Net liabilities in liquidation as of May 5, 2001                $        (17,473,000)
                                                                    ------------------

Changes in estimated liquidation values:
   Other assets                                                 $                   0
   Accrued and other liabilities                                                    0
                                                                    ------------------
Net changes in estimated liquidation values                     $                   0
                                                                    ------------------

Net liabilities in liquidation, end of period                   $        (17,434,000)
                                                                    ==================

Supplemental Cash Information:
Changes in cash and cash equivalents
    Retirement of debtor-in-possession credit facility                   (19,923,000)
    Sale of inventory to third party liquidator                            34,630,000
    Cash receipts for other assets                                            457,000
    Payment of accrued liabilities                                        (6,945,000)
                                                                    ------------------
Net changes in cash and cash equivalents                                    8,219,000
                                                                    ==================
</TABLE>

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


                                       4
<PAGE>

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

                                                             Thirteen Weeks
                                                                 Ended
                                                              May 5, 2001
                                                           -------------------


  Net sales                                              $         48,805,000

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

  Net revenues                                                     48,925,000

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

  Gross margin                                                     16,746,000

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

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

  Operating loss                                                  (1,158,000)

  Interest expense                                                  (505,000)

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

  Loss before income taxes                                        (1,663,000)

  Income taxes                                                              -
                                                           -------------------

  Net loss                                               $        (1,663,000)
                                                           ===================

  Net loss per share of common stock                     $             (0.09)
                                                           ===================
  Weighted average number of shares of
      common stock outstanding                                     18,510,000
                                                           ===================

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


                                       5
<PAGE>

                              WEINER'S STORES, INC.
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                                 February 3,
                                                                                    2001
                                                                              -----------------
<S>                                                                        <C>
ASSETS
Current Assets:
     Cash                                                                  $         5,607,000
     Receivables, net                                                                  841,000
     Merchandise inventories, net                                                   50,822,000
     Prepaid expenses and other assets                                               3,459,000
                                                                              -----------------
                       Total current assets                                         60,729,000
                                                                              -----------------

Property and Equipment:
     Land                                                                              258,000
     Building - distribution center and office facility                              1,996,000
     Furniture, fixtures and leasehold improvements                                 28,785,000
                                                                              -----------------
                       Total                                                        31,039,000
          Less accumulated depreciation and amortization                          (10,630,000)
                                                                              -----------------
                         Total property and equipment, net                          20,409,000
                                                                              -----------------
                                                                           $        81,138,000
                                                                              =================

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

Other Liabilities                                                                      397,000
Long-term portion of debtor-in-possession credit facility                           20,694,000
Liabilities subject to settlement under reorganization proceedings                  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
     Additional paid-in capital                                                     63,664,000
     Accumulated deficit                                                          (45,743,000)
     Treasury stock, at cost, 523,170 shares                                         -

                                                                              -----------------
                         Total stockholders' equity                                 18,111,000
                                                                              -----------------
                                                                           $        81,138,000
                                                                              =================
</TABLE>

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


                                       6
<PAGE>

                              WEINER'S STORES, INC.
           CONSOLIDATED STATEMENTS OF CASH FLOWS (Going Concern Basis)
                                   (Unaudited)


                                                             Thirteen Weeks
                                                                  Ended
                                                               May 5, 2001
                                                        ----------------------

Net cash provided by operating activities                 $           852,000
                                                            ------------------

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

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

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

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

Net decrease in cash                                                  (2,000)
Cash, beginning of period                                           5,607,000
                                                            ------------------

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



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


                                       7
<PAGE>

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

(1) Orderly Wind Down and Cessation of Operations

         As a result of its 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") Weiner's Stores, Inc. (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 or liquidation.

         On June 25, 2001, the Board of Directors of the Company unanimously
approved the orderly wind down of its operations. On June 26, 2001, the Company
commenced the process of winding down and ceasing its operating activities,
including termination of employees, selling its assets and settling its
obligations, including leases. The Company's executive officers, management team
and personnel are conducting such activities as are necessary for the orderly
wind down.

         On July 13, 2001, the Court approved the Company's agreement with a
third party to conduct store closing sales with respect to the Company's 94
retail outlets remaining as of such date as part of the orderly wind down and
cessation of operations. The Company engaged the third party to acquire the
inventory and manage the inventory liquidation process in these stores. As of
August 4, 2001, all merchantable inventory and substantially all fixtures and
equipment in the Company's store locations had been sold. The Company continues
to utilize its wholly owned corporate office/distribution facility and is
presenting it at the estimated potential realizable value on the sale of this
property. Further, the Company is in the process of assuming and assigning or
rejecting the lease obligations in relation to its store locations. The
finalization of this process could further affect the net realizable value of
assets and liabilities included in the statement of net assets available for
liquidation.

(2) Adoption of the Liquidation Basis of Accounting

         As described in Note 1 above, the Company approved the orderly wind
down of its operations and has commenced its liquidation. As a result, the
Company has adopted the liquidation basis of accounting for presenting its
consolidated financial statements for periods subsequent to May 5, 2001. This
basis of accounting is appropriate when, among other things, liquidation of a
company appears imminent and the net realizable values of its assets are
reasonably determinable. Under this basis of accounting, assets are stated at
their net realizable values, liabilities are stated at contractual face value
and estimated costs through the liquidation date are provided to the extent
reasonably determinable. The valuation of assets and liabilities at their
estimated net realizable values and anticipated settlement amounts necessarily
requires many estimates and assumptions and there are substantial uncertainties
in carrying out the orderly wind down of operations. The actual values and costs
are expected to differ from the amounts shown herein and could be higher or
lower than the amounts recorded. Therefore, it is not presently determinable
whether the amounts realizable from the disposition of the remaining assets will
be sufficient to satisfy the obligations the Company has to its unsecured
creditors. Any differences in realized values and actual cash transactions will
be recognized in the period in which they can be reasonably estimated. Further,
it is not possible at this time to determine the timing of any such
distribution.

         In adopting the liquidation basis of accounting, the Company recorded a
$10,058,000 charge for the loss on the sale of inventory to a third party
liquidator. Further, the Company has reflected a charge of $13,259,000 for the
net write off of furniture and fixtures and other assets related to the
Company's 97 stores remaining as of June 2001 and corporate office/distribution
center facility. These adjustments reflect immediate liquidation of the
Company's assets rather than the realization of these assets through the
ordinary course of its operations.



                                       8
<PAGE>

         The accompanying condensed consolidated financial statements are
unaudited and, in the opinion of management, contain all adjustments that
management considers necessary to present fairly the net assets available for
liquidation of the Company as of August 4, 2001, and the changes in its net
assets available for liquidation for the period from May 6, 2001 through August
4, 2001. The accompanying condensed consolidated statement of financial position
as of February 3, 2001 and the statement of operations and cash flows for the
thirteen-week period ended May 5, 2001 are presented on a going concern basis
reflecting the Company's actual operations prior to the adoption of the
liquidation basis of accounting.

         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.

(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
included a $15,000,000 sub-facility for the issuance of letters of credit. The
DIP Credit Agreement was a revolving credit facility that was secured by
substantially all of the Company's assets. The DIP Credit Agreement provided
that proceeds could 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 bore interest at the
reference rate thereunder plus 0.75% or, at the option of the Company, the
Eurodollar Rate thereunder plus 2.75%.

         On July 17, 2001, in conjunction with the orderly wind down of
operations and the engagement of a third party to manage the inventory
liquidation of the Company, the Company repaid all amounts outstanding under and
retired the DIP Credit Agreement.

(4) Accrued Expenses and Other Liabilities

         Accrued expenses include estimates of costs to be incurred in the
orderly wind down and cessation of operations of the Company, provisions for
known liabilities, and provisions for certain asserted and unasserted claims as
of August 4, 2001. The accrued costs include salaries and related expenses of
officers and employees assigned to effect the sales and carry out the wind down
of operations and legal and accounting fees expected to be incurred during the
period of liquidation.

(5) Leases

         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 under the contract or lease but is subject to a claim of damages for
the breach thereof. With respect to the orderly wind down of operations, the
Company, with Court approval, has engaged a third party to market substantially
all of its unexpired leases. Those leases which are successfully sold will be
assigned to and assumed by the purchasing parties, subject to Court approval.
The remaining unexpired leases may be rejected and may be subject to a claim of
damages for breach thereof.

(6) Stock Based Awards

         In conjunction with the orderly wind down of operations, all stock
options issued by the Company under the Company's 1997 Stock Incentive Plan and
the Company's 1999 Stock Incentive Plan will be forfeited effective as of the
termination date of the affected participants.


                                       9
<PAGE>


(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 week or first twenty-six week periods
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 loss 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:


                                                            August 4, 2001
                                                           ------------------
      Weighted average number of shares of
           common stock outstanding                               18,509,710
      Common stock equivalent - shares issuable
           under the stock incentive plans                          -
                                                           ------------------
      Weighted average number of shares of common stock
           outstanding assuming full dilution                     18,509,710
                                                           ==================

         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 August 4, 2001 (resulting in no dilution for the
earnings per share computations).

         AFTER THE ORDERLY WIND DOWN OF OPERATIONS THERE WILL BE NO CASH TO
DISTRIBUTE TO OUR STOCKHOLDERS.

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. Such statements reflect the current views
of Weiner's Stores, Inc. (the "Company") with respect to future events and
financial performance and include, without limitation, statements regarding the
timing and outcome of the sale of the Company's assets, its liquidation and any
distribution therefrom. Such forward-looking statements involve risks and
uncertainties, including, without limitation, ultimate values realizable for
unsold assets, adjustments to sale prices, collection of deferred payments on
sales of assets, post-closing indemnification obligations relating to sales,
costs and expenses relating to the wind down of the Company's operations,
including income taxes, conversion of the Company's bankruptcy proceedings to a
liquidation under Chapter 7 of Title 11 of the United States Code, and the
nature and amount of any unknown contingent liabilities, as well as general
economic and business conditions, changes in foreign, political, social and
economic conditions, regulatory initiatives and compliance with governmental
regulations, 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
future 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, operations or
financial performance. The Company does not undertake and expressly disclaims
any obligation to publicly update or revise any such forward-looking statements


                                       10
<PAGE>

even if experience or future changes make it clear that the projected results
expressed or implied therein will not be realized.

Orderly Wind Down of Operations

         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 or liquidation.

     On June 25, 2001, the Board of Directors of the Company unanimously
approved the orderly wind down of its operations. On June 26, 2001, the Company
commenced the process of winding down and ceasing its operating activities,
including termination of employees, selling its assets and settling its
obligations, including leases. The Company's executive officers, management team
and personnel are conducting such activities as are necessary for the orderly
wind down.

         On July 13, 2001, the Court approved the Company's agreement with a
third party to conduct store closing sales with respect to the Company's 94
retail outlets remaining as of such date as part of the orderly wind down and
cessation of operations. The Company engaged the third party to acquire the
inventory and manage the inventory liquidation process in these stores. As a
result, the Company has recorded a $10,058,000 charge for the loss on the sale
of inventory to a third party liquidator. Further, the Company has reflected a
charge of $13,259,000 for the net write off of furniture and fixtures and other
assets related to the Company's 97 stores remaining as of June 2001and corporate
office/distribution center facility. These store closings will ultimately result
in the elimination of 2,700 positions.

         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 under the contract or lease but is subject to a claim of damages for
the breach thereof. With respect to the orderly wind down of operations, the
Company, with Court approval, has engaged a third party to market substantially
all of its unexpired leases. Those leases which are successfully sold will be
assigned to and assumed by the purchasing parties, subject to Court approval.
The remaining unexpired leases may be rejected and may be subject to a claim of
damages for breach thereof.

         Until a plan of reorganization or liquidation is confirmed by the Court
and becomes effective, it is not possible to predict with certainty the ultimate
recoveries for creditors, or the timing of any such distribution of recoveries.
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 or liquidation. As of
August 4, 2001, no plan of reorganization or liquidation has been submitted to
the Court. Substantially all of the Company's pre-petition liabilities are
subject to compromise under the bankruptcy proceedings.

         As of August 4, 2001, all merchantable inventory and substantially all
fixtures and equipment in the Company's store locations had been sold. The
Company continues to utilize its wholly owned corporate office/distribution
facility and is presenting it at the estimated potential realizable value on the
sale of this property. Further, the Company is in the process of assuming and
assigning or rejecting the lease obligations in relation to its store locations.
The finalization of this process could further affect the adjustments made to
the financial statements.

         The valuation of assets and liabilities at their estimated net
realizable values and anticipated settlement amounts necessarily requires many
estimates and assumptions and there are substantial uncertainties in carrying
out the orderly wind down of operations. The actual values and costs are
expected to differ from the amounts shown herein and could be higher or lower
than the amounts recorded. Therefore, it is not presently determinable whether


                                       11
<PAGE>

the amounts realizable from the disposition of the remaining assets will be
sufficient to satisfy the obligations the Company has to its unsecured
creditors. Any differences in realized values and actual cash transactions will
be recognized in the period in which they can be reasonably estimated. Further,
it is not possible at this time to determine the timing of any such
distribution.

         AFTER THE ORDERLY WIND DOWN OF OPERATIONS THERE WILL BE NO CASH TO
DISTRIBUTE TO OUR STOCKHOLDERS.

Results of Operations

Discontinuation of Operations

         As previously discussed, the Company is currently in the process of
effecting an orderly wind down of operations. Based on a continued deterioration
of the core business of the Company and the erosion of profits attributed to
Tropical Storm Allison in early June, management of the Company advised the
Company's Board of Directors and creditors committee that management believed
that liquidation would provide the best means to recover amounts due to the
Company's creditors. The Board of Directors unanimously approved the orderly
wind down of the Company's operations on June 25, 2001.

         The Company adopted the liquidation basis of accounting for the second
fiscal quarter of 2001. Under the liquidation basis of accounting, assets are
stated at their estimated net realizable values and liabilities are stated at
their anticipated settlement amounts.

         The valuation of assets and liabilities at their estimated net
realizable values and anticipated settlement amounts necessarily requires many
estimates and assumptions and there are substantial uncertainties in carrying
out the orderly wind down of operations. The actual values and costs are
dependent upon a variety of factors, including, without limitation, the actual
proceeds realizable from the sale of the Company's assets, the ultimate
settlement amounts of the Company's liabilities and obligations, actual costs
incurred in connection with the orderly wind down of operations and
administrative costs during the liquidation period, the timing of the potential
filing and confirmation of a liquidating Chapter 11 plan and the timing of any
distributions to creditors. Consequently, the actual values and costs are
expected to differ from the amounts shown herein and could be higher or lower
than the amounts recorded. Therefore, it is not presently determinable whether
the amounts realizable from the disposition of the remaining assets will be
sufficient to satisfy the obligations the Company has to its unsecured
creditors. Any differences in realized values and actual cash transactions will
be recognized in the period in which they can be reasonably estimated. Further,
it is not possible at this time to determine the timing of any such
distribution.

         The Company has not yet filed a liquidating Chapter 11 plan with the
Court. Once a liquidating Chapter 11 plan has been finalized and filed with the
Court, the plan must be submitted to a vote of the Company's creditors for their
approval and confirmed by the Court. There can be no assurance that a
liquidating Chapter 11 plan filed by the Company will receive the requisite
votes or confirmation. Until a liquidating Chapter 11 plan has been confirmed,
the liquidation has been completed and all claims against the Company fixed, the
Company is not able to determine or predict the amount that will be available to
pay its prepetition creditors.

Liquidity and Capital Resources

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
included a $15,000,000 sub-facility for the issuance of letters of credit. The
DIP Credit Agreement was a revolving credit facility that was secured by
substantially all of the Company's assets. The DIP Credit Agreement provided
that proceeds could 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 bore interest at the


                                       12
<PAGE>

reference rate thereunder plus 0.75% or, at the option of the Company, the
Eurodollar Rate thereunder plus 2.75%.

         On July 17, 2001, in conjunction with the orderly wind down of
operations and the engagement of third party to manage the inventory liquidation
of the Company, the Company repaid all amounts outstanding under and retired the
DIP Credit Agreement.

         The Company expects its sources of liquidity during the liquidation
process to be proceeds from the sale of the Company's inventory to a third
party, the sale of certain of the Company's operating leases, the sale of the
Company's furniture and fixtures and the sale of the Company's corporate office
and distribution center.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

           Not Applicable.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

         On October 16, 2000, the Company filed a voluntary petition for relief
under Chapter 11 in United States Bankruptcy Court for the District of Delaware.
Under Chapter 11, the Company is operating its business as a
debtor-in-possession, subject to approval of the Court for certain actions. In
addition, 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.

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

                  The Annual Meeting of the Stockholders of the Company was held
         on May 24, 2001. Matters voted upon at the meeting were the election of
         directors, the ratification of independent auditors for the fiscal year
         ending February 2, 2002 and a proposal to amend the Company's Restated
         Certificate of Incorporation to reduce the total number of authorized
         shares of all classes of capital stock to be 30,000,000 shares, all to
         be shares of common stock, par value $0.01 per share.

                  The number of shares voted for and withheld and the number of
         broker non-votes with respect to the election of each director was as
         follows:
<TABLE>
<CAPTION>
                                 Shares Voted For    Share Withheld     Broker Non-Votes
                                --------------------------------------------------------
<S>                                    <C>                  <C>                        <C>
        Raymond J. Miller              15,951,554           180,252                    0
        Herbert R. Douglas             15,951,554           180,252                    0
        Randall L. Lambert             15,951,554           180,252                    0
        Gasper Mir                     15,951,554           180,252                    0
        F. Hall Webb                   15,951,554           180,252                    0
</TABLE>


                                       13
<PAGE>

                  The number of shares voted with respect to the ratification of
         the appointment of Ernst & Young LLP as independent auditors for the
         Company for the fiscal year ending February 2, 2002 was as follows:

           Voted For     Voted Against    Abstained    Broker Non-Votes
        --------------- --------------- ------------ --------------------
           16,121,808            9,194          804                   0

                  The number of shares voted with respect to the proposal to
         amend the Company's Restated Certificate of Incorporation was as
         follows:

           Voted For     Voted Against    Abstained    Broker Non-Votes
        --------------- --------------- ------------ --------------------
            16,059,502          71,500          804                   0


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 (incorporated by reference to
                             Exhibit 3.1 to the Company's registration statement
                             on Form 10 filed April 14, 1998)

           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 second quarter of fiscal 2001, the Company filed
                  reports on Form 8-K on May 29, 2001, June 20, 2001 and August
                  3, 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 May 29, 2001, June 20, 2001 and August 3, 2001,
                  respectively, to the United States Trustee in connection with
                  the Company's reorganization under Chapter 11. Further, the
                  Company filed a report on Form 8-K on June 26, 2001 to
                  disclose a press release announcing the Company's impending
                  orderly wind down of operations.




                                       14
<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.


          September 24, 2001     By:  /s/ Michael S. Marcus
          ------------------          ---------------------
               (Date)                 Michael S. Marcus
                                      Vice President, Chief Financial Officer,
                                      Treasurer and Secretary


















                                       15
<PAGE>

                                  EXHIBIT INDEX

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


   3.1                     Amended and Restated Certificate of Incorporation of
                           the Company (incorporated by reference to Exhibit 3.1
                           to the Company's registration statement on Form 10
                           filed April 14, 1998)

   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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