Exhibit 10(p)
June 28, 1996



Mr. Geric B. Johnson
Frederick's of Hollywood, Inc.
6608 Hollywood Boulevard
Hollywood, CA  90028

Dear Geric:

     Frederick's of Hollywood, Inc. (Frederick's) and the
founding family shareholders' trusts have retained the investment
banking firm Janney Montgomery Scott Inc. as financial advisor in
an exclusive agreement for the purpose of presenting to
Frederick's board of directors and the trusts, a program to
enhance the value of the company's shares.

     The program could include the sale of Frederick's shares
owned by the trusts, which aggregates approximately 50.2% of the
company's total shares outstanding, or possibly the sale of all
shares or assets, merger or other consolidation, share
repurchase, or by recapitalization, joint venture, or otherwise.

     We will be disclosing further details to the public and to
our employees when it is legally appropriate to do so.

     In order to provide for a continuity of management during a
period of uncertainty as to the nature of any possible
transaction, the Compensation Committee of the Board of Directors
of Frederick's has authorized me to make the following offer to
you:
     
     1.   In consideration of your continued "at will" employment
     with Frederick's, and provided you are still in the
     employ of Frederick's on the date of an occurrence of  an
     "Event" as defined below, you will receive as     additional
     compensation a lump sum payment equal to     $50,000 (Fifty
     Thousand Dollars).  This lump sum  payment will be made
     within 30 days after the occurrence          of an "Event".
     
     2.   The occurrence of any one or more of the following
     shall     constitute an "Event" for purposes of this
     Agreement:
     
          a.   If any person (other than any person who as of the
               date hereof is the beneficial owner of ten percent
               (10%) or more of Frederick's voting securities),
               or group of persons acting in concert becomes the
               beneficial owner of thirty percent (30%) or more  of
               Frederick's outstanding voting securities or
               securities convertible into such amount of voting
               securities; or

          b.   The shareholders of Frederick's approve (i) a
               merger or consolidation of Frederick's with any
               other corporation or (ii) an agreement for the
               sale or disposition by Frederick's of all or
               substantially all of Frederick's assets.
               However,no merger or consolidation shall be deemed
               an Event if the voting securities of Frederick's
               outstanding immediately prior to a merger or
               consolidation continue to represent at least
               eighty percent (80%) of the combined voting power
               of the voting securities of Frederick's, or any
               surviving entity, outstanding immediately
               thereafter.
          
     Except as modified above, until an Event occurs, your
employment terms and benefits will continue upon the same terms
and conditions as existed before the date of this agreement,
which is not to be construed as a promise of continued employment
with Frederick's.

     Your relationship to Frederick's and its management, and
your "at will" employment with Frederick's following an Event
will be up to you and the management of Frederick's subsequent to
an Event.

     If no Event has occurred within one year of the date of this
agreement,* the agreement shall terminate without further
liability on your part or that of Frederick's.

                                   Sincerely,

                                   /s/George W. Townson

                                   George W. Townson,
                                   Chairman of the Board,
                                   President and Chief
                                   Executive Officer

AGREED AND ACCEPTED, EFFECTIVE THE DATE OF THIS LETTER:

/s/Geric B. Johnson
   Geric B. Johnson


*Agreement extended through August 31, 1997.

                    /s/George W. Townson

                    George W. Townson
                    Dated April 17, 1997