SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q


[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
   	AND EXCHANGE ACT OF 1934


           For the quarterly period ended March 1, 1997

                                  OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
	   SECURITIES AND EXCHANGE ACT OF 1934


   For the transition period from __________ to __________

                Commission File Number 1-8252

               FREDERICK'S OF HOLLYWOOD, INC.

(Exact name of registrant as specified in its charter)

	            	Delaware					                 	95-2666265
(State or other jurisdiction of 	(IRS Employers Identification No.)
 incorporation or organization)

           6608 Hollywood Boulevard
           Los Angeles, California		      	      90028
(Address of Principal Executive Offices)	     (Zip Code)

Registrant's telephone number, including area code:  (213) 466-5151

Former name, former address and former fiscal year, if change since last 
report:  Not Applicable.

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 the number of shares outstanding for each of the registrant's 
classes of Common stock, as of the latest practicable date.  2,955,309 
shares of Class A Capital Stock ($1 par value) and 5,903,118 shares of 
Class B Capital Stock ($1 par value) at March 20, 1997.

FREDERICK'S OF HOLLYWOOD, INC. AND SUBSIDIARIES

INDEX




Title Page									

Index										

PART I -- FINANCIAL INFORMATION 

	Item 1.  Financial Statements (Unaudited)

	    Consolidated condensed balance sheets-
	    March 1, 1997 and August 31, 1996		

	    Consolidated condensed statements of 
	    income - Three and six months ended 
	    March 1, 1997 and March 2, 1996		

	    Consolidated condensed statements of 
	    cash flows - Six months ended 
	    March 1, 1997 and March 2, 1996		

	    Notes to consolidated condensed 
	    financial statements					

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


PART II - OTHER INFORMATION						

SIGNATURES									


<TABLE>
FREDERICK'S OF HOLLYWOOD, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED) (IN THOUSANDS)

                                   ASSETS
<S>                              <C>            <C>
                                	March 1, 1997	 August 31, 1996
Current assets:		
   Cash and equivalents	         $    13,452    $     8,379
   Short term investments	               480	           480
   Accounts receivable	                  595	           499
   Income taxes receivable	               --	           945
   Merchandise inventories	           18,283	        19,553
   Deferred income taxes	                843	           843
   Prepaid expenses	                   2,116	         2,215
      Total current assets	           35,769	        32,914
   Property and equipment, net	       18,394	        18,033
   Deferred catalog costs	             1,339	         1,723
   Other assets	                          39	            39
                                	$    55,541	   $    52,709

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:		
   Accounts payable	             $     9,363	   $    10,298
   Dividends payable            	        221	           221
   Current portion:
      Capital lease obligations	         218	           212
      ESOP loan guarantee	               240	           240
   Accrued payroll	                      407	           430
   Accrued insurance	                    843	           828
   Income taxes payable	               1,332	            --
   Other accrued expenses	               204	           238
      Total current liabilities	      12,828	        12,467
Capital lease obligations	               562	           672
ESOP loan guarantee	                     240	           240
Deferred rent	                           904	           811
Deferred income taxes	                 2,994	         2,994
Stockholders' equity:
   Capital stock $1 par value	         8,858	         8,858
   Additional paid-in capital	           746	           732
   Reduction for ESOP loan guarantee    (340)	         (456)
   Treasury stock	                       (20)	           (6)
   Retained earnings	                 28,769	        26,397
      Total stockholders' equity	     38,013	        35,525
                                	$    55,541	   $    52,709
</TABLE>
See accompanying notes to the consolidated financial statements.


<TABLE>
FREDERICK'S OF HOLLYWOOD, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data - UNAUDITED)

                                      Three Months Ended		Six Months Ended

<S>                                    <C>       <C>        <C>      <C>
                                      	March 1,	March 2,	  March 1,	March 2,
                                         	1997	    1996	      1997	    1997
					
Net sales	                             $46,358	  44,565		   82,362	  81,207
					
Cost of goods sold,
  buying and occupancy costs	           26,157	  25,861		   47,202	  46,933
					
     Gross profit	                      20,201	  18,704		   35,160	  34,274
					
Selling, general and 
   administrative expenses            	 15,578	  16,654		   30,271	  32,096
					
     Operating profit	                   4,623	   2,050		    4,889	   2,178
					
Other income and 
   (expense), net	                          10	      75		        6	     130
					
Earnings before income taxes	            4,633	   2,125		    4,895	   2,308
					
Income taxes                          	  1,923	     882	 	   2,032	     958
					
Net earnings	                          $ 2,710	   1,243		    2,863	   1,350
					
					
Earnings per share					
					
     Primary - 
       Class A & Class B	              $   .31	     .14		      .33	     .15
					
     Fully diluted -
       Class A & Class B	                  .31	     .14		      .33	     .15
					
Weighted average shares 
  outstanding					
					
     Primary - Class A & Class B	      $ 8,760	   8,715		    8,759	   8,717
					
     Fully diluted - 
        Class A & Class B	               8,764	   8,715		    8,762	   8,717
					
Cash dividend per share - 
   Class A & Class B	                  $  .025	    .025		      .05	     .05
					
</TABLE>
See accompanying notes to the consolidated financial statements

<TABLE>
FREDERICK'S OF HOLLYWOOD, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED) (IN THOUSANDS)

                                          										Six Months Ended

<S>                                              <C>        <C>
                                                 	  March 1,	  March 2, 
                                                  	    1997	      1996
CASH FLOWS FROM OPERATING ACTIVITIES:		
		
  Net earnings	                                   $   2,863	 $   1,350
  Adjustments to reconcile net income to
   net cash provided by operating activities:		
     Depreciation and amortization	                   2,138	     2,063
     ESOP compensation	                                 136	       120
     Loss on sale of fixed assets	                       61	        1
  Changes in assets and liabilities		
     Accounts receivable	                               (96)	      134
     Income tax receivable	                             945	       213
     Merchandise inventories	                         1,270	     2,238
     Prepaid expenses	                                   99	       417
     Deferred catalog costs	                            384	       (33)
     Other assets	                                       --	        --
     Accounts payable and accrued expenses	            (977)	   (3,285)
     Deferred rent	                                      93	        78
     Deferred income taxes	                              --	        --
     Income tax payable	                              1,332	       413
NET CASH PROVIDED BY OPERATING ACTIVITIES	            8,248	     3,709
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of fixed assets	                   --	         5
   Capital expenditures	                             (2,560)	   (1,429)
NET CASH USED FOR INVESTING ACTIVITIES	              (2,560)	   (1,424)
CASH FLOWS FROM FINANCING ACTIVITIES:		
   Payment of capital lease obligations          	     (104)	      (98)
   Payment of dividends	                               (436)	     (435)
   Payment of dividends on unearned ESOP shares	         (7)	       (8)
   Purchase of treasury stock	                          (68)	       (7)
NET CASH USED FOR FINANCING ACTIVITIES	                (615)      (548)
Net increase in cash and cash equivalents	            5,073	     1,737
Cash and cash equivalents at beginning
   of year                                       	    8,379	    11,441
CASH AND CASH EQUIVALENTS AT END
   OF PERIOD	                                     $  13,452	 $  13,178
Supplemental disclosures to consolidated 
statements of cash flows:
   Interest paid	                                 $      24	 $      35
   Income taxes paid	                             $     160	 $     339
Non-cash investing and financing transactions:
  Dividends declared	                             $     221	 $     221
</TABLE>
See accompanying notes to the consolidated financial statements.


NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
TWENTY-SIX WEEKS ENDED
March 1, 1997 and March 2, 1996



NOTE 1.  BASIS OF PRESENTATION

In the opinion of the Company, the accompanying unaudited 
consolidated condensed financial statements contain all 
adjustments, consisting of only normal recurring adjustments, 
necessary to present fairly the financial position as of March 
1, 1997 and March 2, 1996, and the results of operations and 
cash flows for the six months ended March 1, 1997 and March 2, 
1996.

These financial statements should be read in conjunction with 
the Company's 1996 annual report on Form 10-K405.

NOTE 2.  EARNINGS PER SHARE

Earnings per share calculations are based on the weighted 
average number of shares of both Class A and Class B capital 
stock outstanding during each period plus capital stock 
equivalents.  Capital stock equivalents reflect the assumed 
exercise of dilutive employees' stock options less the number 
of treasury shares assumed to be purchased from the proceeds 
using the average market price or, for fully diluted earnings 
per share, the greater of the average market price or period 
end market price of the Company's common stock.  ESOP shares 
that have not been committed to be released are not considered 
outstanding (See Note 4).
<TABLE>
                                    Three Months Ended  	  Six Months Ended
<S>                                   <C>       <C>      <C>      <C>
(In thousands except per share data)	March 1,	March 2,	March 1,	March 2, 
                                       	1997	    1996	    1997	    1996
Net earnings	                         $2,710	   1,243	   2,863	   1,350
Earnings per common 
  and equivalent share				
     Primary	                            .31	     .14	     .32	     .15
     Fully diluted	                      .31	     .14	     .32	     .15
Weighted average				
    Primary                          	 8,858	   8,858	   8,858	   8,858
    Fully diluted	                     8,858	   8,858	   8,858	   8,858
  Dilutive effect of 
  stock options 				
    Primary	                               1	      --	      --	       2
    Fully diluted	                         5	      --	       3	       2
  Unallocated ESOP shares	               (79)	   (136)	    (79)	   (136)
  Treasury stock	                        (20)	     (7)	    (20)	     (7)
  Weighted average used to
  calculate earnings per share				
    Primary                          	 8,760	   8,715	   8,759	   8,717
    Fully diluted	                     8,764	   8,715	   8,762	   8,717
</TABLE>
NOTE 3. EMPLOYEE STOCK OWNERSHIP PLAN

Effective September 4, 1994, the Company adopted Statement of 
Position (SOP) 93-6 (Employers' Accounting for Employee Stock 
Ownership Plans).  Under SOP 93-6 the debt of the ESOP is 
recorded as debt of the Company and the shares pledged as 
collateral are reported as unearned ESOP shares in the 
statement of financial position.  As shares are released from 
collateral, the company reports compensation expense equal to 
the current market price of the shares, and the shares become 
outstanding for earnings-per-share computations.  Dividends on 
allocated ESOP shares are recorded as a reduction of retained 
earnings; dividends on unallocated ESOP shares are recorded as 
compensation expense.  ESOP compensation expense was $64,000 
and $136,000 respectively for the three and six months ended 
March 1, 1997.  The ESOP shares as of March 1, 1997 were as 
follows:

              Allocated shares	                  239,731
              Shares released for allocation  	   13,798
              Unreleased shares	                  79,569
              Total ESOP shares	                 333,098
	             Fair value of unreleased
                shares as of February 28, 1997	 $318,276


NOTE 4.  INCOME TAXES


The tax effects of temporary differences that give rise to 
significant portions of the deferred tax assets and deferred 
tax liabilities at August 31, 1996 are presented below (000's 
Omitted):

Deferred tax assets:	
  Inventories, principally due to 
    additional cost inventories 
    for tax purposes pursuant to 
    the Tax Reform Act of 1986               	$   655
  Accrued expense	                                138
  Other	                                           50
     Total deferred tax assets	                   843
Deferred tax liabilities:	
  Property and equipment, principally due to 
    differences in depreciation	                (2,994)
        Net deferred tax liability            	$(2,151)

The Company has not provided for a valuation allowance against 
its deferred tax assets as realization of such assets is 
considered to be more likely than not.



NOTE 5.  RECENT ACCOUNTING PRONOUNCEMENT


During October 1995, the Financial Accounting Standards Board issued 
SFAS No. 123, "Accounting for Stock-Based Compensation."  The Company 
adopted this Standard as of the beginning of fiscal 1997, electing the 
disclosure method of accounting.





MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

The most significant changes in the Company's balance sheet 
from August 31, 1996, the end of the preceding fiscal year, to 
March 1, 1997 are as follows:

*	Accounts receivable increased $96,000.  The increase is 
primarily due to increased list rental receivables.

*	The decrease in income taxes receivable from $945,000 at 
August 31, 1996 to zero at March 1, 1997 is caused by the 
receivable being applied to the Company's current year's 
taxes due.

*	Inventory decreased $1,270,000.  Inventory levels generally 
decrease after the holiday and Valentine's Day selling 
periods.  The Company continues to closely monitor its 
inventories and believes its inventory position is 
substantially on plan relative to the anticipated sales.

*	Prepaid expenses decreased $99,000.  The decrease is mainly 
attributed to the timing differences of invoice payments.

*	Deferred catalog costs decreased $384,000.  The decrease is 
attributable to the timing differences of catalog mailings.

*	The accounts payable decrease of $935,000 is mainly 
attributable to the offsetting factors of increased customer 
deposits ($750,000), increased payroll and sales taxes 
payable ($443,000), and decreased accounts payables 
($2,444,000).  These fluctuations are caused by the timing 
of the required accounting entries as they relate to two 
different points in time; the end of the fiscal year, and 
the end of the second quarter; as well as the difference 
caused by the timing of the required accruals and the 
corresponding payments.

*	Accrued payroll decreased $23,000.  This fluctuation 
(decrease) is attributable to the difference in the length 
of time between the end of the pay period (accrual of 
estimated payroll) and the payment of that payroll as it 
relates to two different points in time; the end of the 
fiscal year and the end of the second quarter.

*	The decrease in accrued insurance and other accrued expenses 
was $19,000.  The difference is caused by the timing of the 
required accruals and the corresponding payments.


LIQUIDITY AND CAPITAL RESOURCES

*	Cash and cash equivalents increased $5,073,000.  The Company 
had working capital of $22,941,000 at March 1, 1997 and net 
cash provided by operating activities of $8,248,000 for the 
six months ended March 1, 1997.

Design modifications and a general reduction in the size of 
our large format stores have been made on stores to be 
remodeled during the remaining fiscal year in order to 
increase their sales per square foot.  We have reduced the 
number of new and remodeled stores planned for fiscal 1997, 
which has resulted in a capital expenditure reduction of 
$5,000,000 from our original $10,000,000 plan.

Currently, the Company has certain tax returns under audit 
and any assessment levied by the Internal Revenue Service 
would be covered by current operations or its cash on hand.

RESULTS OF OPERATIONS

The following table summarizes the Company's net sales and 
operating profit (loss) by business segment for the three and 
six month periods ending March 1, 1997 and March 2, 1996:
<TABLE>
   
                                                Net Sales
<S>                             <C>       <C>       <C>       <C>
                                    Three Months	       Six Months
(In Thousands)
                               	   1997	     1996	     1997	     1996
Retail Stores	                  $28,156	  $24,771	  $46,820	  $43,085
Mail Order	                      18,202	   19,794	   35,542	   38,122
   Total	                       $46,358	  $44,565	  $82,362	  $81,207

******************************************************************

Operating Profit (loss)

                                	  1997	     1996	     1997	     1996
Retail Stores	                   $4,340	   $2,395	   $3,129	   $1,415
Mail Order	                         283	     (345)	   1,760   	   763
   Total	                        $4,623	   $2,050	   $4,889	   $2,178
</TABLE>
 
The results of the interim period are not necessarily 
indicative of results for the entire year.

Net sales increased $1,793,000 (4.0%) for the three months and 
$1,155,000 (1.4%) for the six months ended March 1, 1997 as compared 
with the prior year.  The factors contributing to the increase in each 
segment were as follows:


*	Retail store sales volume increased $3,385,000 (13.7%) for 
the three months and $3,735,000 (8.7%) for the six months 
ended March 1, 1997 as compared with the similar periods 
last year.  Comparable store sales volume increased 10.6% 
for the three months and 6.1% for the six months ended March 
1, 1997.  One store was opened and four were closed during 
the quarter for a total of 204 stores in 39 states.

	The increase in retail sales is primarily attributable to 
the Valentine's Day selling period.  This improvement is 
attributable to planned increased inventory levels, as well 
as an improved selection of merchandise during the quarter.

The stores continue to show positive comparable store 
increases, although not at the same level as in the second 
quarter.

 *	Mail Order sales volume decreased $1,592,000 (8.0%) and 
$2,580,000 (6.8%) for the three and six months ended March 
1, 1997 as compared with the similar periods last year.  For 
the three months the decrease is attributable to 1) a 
general softness in response to our December sale catalogs 
caused by a 10% reduction in the number of catalog 
offerings, and 2) the elimination of a swimwear catalog 
which was tested during this period last year.

	Contributing to the overall decrease for the six-month 
period was the 9.5% page count reduction in our Fall and 
Christmas catalogs.

We are encouraged by the response to our Spring Catalog 
based on the increased merchandise offering.

Gross profit amounted to $20,201,000 (43.6% of sales) and 
$35,160,000 (42.7% of sales) for the three and six months 
ended March 1, 1997.  This compared with $18,704,000 (42.0% of 
sales) and $34,274,000 (42.2% of sales) for the same periods 
in the prior year.  The increase in gross profit percentage is 
mainly attributable to reduced markdowns in retail stores.  
The increase in gross profit dollars for both the three and 
six months is attributable to increased sales.

Selling, general and administrative expenses decreased 
$1,076,000 (6.5%) and $1,825,000 (5.7%) for the three and six 
months ended March 1, 1997. For both the three and six month 
periods the decrease in selling, general, and administrative 
expense is attributable mainly to our mail order subsidiary.  
The decrease was due to the nonrecurrence of the costs 
associated with the eliminated swimwear catalog plus reduced 
catalog advertising.

The decrease in other income (expense) for the three months 
was caused by reduced interest income and increased loss on 
disposal of fixed assets.

The Company's business is seasonal in nature with the Holiday 
Season and Valentine's Day (which both fall within the second 
quarter) historically accounting for the largest percentage of 
sales volume.  In the Company's three most recent fiscal 
years, the second quarter accounted for approximately 30% of 
the Company's annual sales.

Income taxes are provided on the basis of estimated federal 
and state taxes for each year.  The rate used for the six 
months ended March 1, 1997 and March 2, 1996 was 41.5%.


STATEMENT REGARDING FORWARD LOOKING DISCLOSURE

The preceding Management's Discussion and Analysis contains 
various forward looking statements within the meaning of 
Section 27A of the Securities Act of 1933, as amended (the 
"Securities Act"), and Section 21E of the Exchange Act, which 
represent the Company's expectations or beliefs concerning 
future events.  The Company cautions that these statements are 
further qualified by important factors that could cause actual 
results to differ materially from those in the forward looking 
statements, including, the sufficiency of the Company's 
working capital and cash flows from operating activities.  In 
addition, these statements are further qualified by important 
factors that could cause actual results to differ materially 
from those in the forward looking statements, including, 
without limitation, a decline in demand for the merchandise 
offered by the Company, the ability of the Company to locate 
and obtain acceptable store sites and lease terms or renew 
existing leases, the ability of the company to gauge the 
fashion tastes of its customers and ability to manage the 
Company's expansion, the effect of economic conditions, the 
effect of severe weather or natural disasters and the effect 
of competitive pressures from other retailers.



PART II - OTHER INFORMATION

Items 1 - 3

Items 1 - 3 are omitted because they are not applicable.

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

The Company held its Annual Meeting of Stockholders on 
January 30, 1997.  

At the annual meeting the following Directors were elected for fiscal 
1997:

                          	Votes For	     Votes Withheld
George W. Townson	         2,806,916          	32,354
William J. Barrett        	2,811,954	          27,316
Morton R. Field	           2,811,990          	27,280
Richard O. Starbird	       2,810,637          	28,633
Hugh V. Hunter	            2,811,064          	28,206
Sylvan Lefcoe	             2,810,357          	28,913
Merle A. Johnston	         2,811,870	          27,400

At the Annual Meeting, the shareholders ratified the Company's 
selection of KPMG Peat Marwick as the independent certified public 
accountant for fiscal 1997 by an affirmative vote of 2,772,879 with 
5,990 shares voting against and 60,400 shares abstaining.

Only shares of Class A Capital Stock are entitled to vote.  Class B 
Capital Stock does not have voting rights.

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.

    	(a)  Exhibits 27 - Financial Data Schedule (EDGAR filing only).

    	(b)  No reports on Form 8-K were filed for this quarter.







                             SIGNATURES


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




                             							FREDERICK'S OF HOLLYWOOD, INC.
                             							(Registrant)










Date:   April 9, 1997       		By:/s/ George W. Townson
                          					   George W. Townson
                        							   Chairman of the Board, President
                        							   and Chief Executive Officer






Date:    April 9, 1997        	By:/s/ John B. Hatfield
                         							   John B. Hatfield
                         							   Executive Vice President,
                         							   Secretary, Treasurer,
                         							   Chief Financial, Accounting 
                         							   and Administrative Officer