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 November 2, 1996

                                    OR

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


                       Commission File Number 0-1308
                                              ------


                          STRAWBRIDGE & CLOTHIER
------------------------------------------------------------------------------
          (Exact name of Registrant as specified in its charter)



     Pennsylvania                                     23-1131660
------------------------------------------------------------------------------
(State or other jurisdiction of              (I.R.S. Employer Identification
incorporation or organization)               Number)


     801 Market Street
     Philadelphia, PA                                 19107-3199
------------------------------------------------------------------------------
                                                      (Zip Code)



                              (215) 629-6460
------------------------------------------------------------------------------
           (Registrant's Telephone Number, Including Area Code)



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    .
                                                               ---     ---

The number of shares of Series A Common Stock, par value $1 per share,
of the registrant outstanding at December 12, 1996 is 10,602,196.

The number of shares of Series B Common Stock, par value $1 per share,
of the registrant outstanding at December 12, 1996 is 33,988.

<PAGE>
                                                                   Form 10-Q

                  STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
                  ---------------------------------------

                                   INDEX
                                   -----

                                                                         Page
PART I.  FINANCIAL INFORMATION                                          Number
------------------------------                                          ------

Item 1.  Financial Statements (unaudited)

         Condensed consolidated statement of net assets in
         liquidation--November 2, 1996                                     3

         Condensed consolidated balance sheet--
         February 3, 1996                                                  4

         Condensed consolidated statements of operations--
         three months and nine months ended November 2, 1996 and
         October 28, 1995                                                  5

         Condensed consolidated statements of cash flows--nine
         months ended November 2, 1996 and October 28, 1995                6

         Condensed consolidated statement of changes in net
         assets in liquidation--three months ended November 2, 1996        6

         Notes to condensed consolidated financial statements              7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              10



PART II.  OTHER INFORMATION
---------------------------

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


SIGNATURES                                                                13
----------

<PAGE>
                                                                     Form 10-Q
                                                                       Page  3

                    STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
                                 (UNAUDITED)
(in thousands)

                                                                   November 2,
                                                                       1996
                                                                   -----------
ASSETS

  Cash and equivalents                                               $  6,239
  Investment in The May Department Stores Company
    common stock:
      Received at first closing                      $200,733
      Due from May                                     12,213         212,946
                                                     --------
  Income taxes recoverable                                             27,496
  Property, fixtures, and equipment                                     7,025
                                                                     --------
                                                                      253,706

LIABILITIES

  Accounts payable                                                      3,357
  Accrued expenses and other liabilities                               46,302
  Dividends payable                                                     2,922
  Debt and capital lease obligations                                    1,978
  Estimated costs during period of liquidation                          8,988
                                                                     --------
                                                                       63,547
                                                                     --------
NET ASSETS IN LIQUIDATION                                            $190,159
                                                                  ===========

See notes to condensed consolidated financial statements.

<PAGE>
                                                                     Form 10-Q
                                                                       Page  4

                    STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                            (GOING CONCERN BASIS)
(in thousands)

                                                                   February 3,
                                                                       1996
                                                                   -----------
ASSETS

CURRENT ASSETS
 Cash and equivalents                                                $ 14,253
 Accounts receivable, less
   allowance ($1,940)                                                  43,118
 Merchandise inventories                                              154,009
 Deferred income taxes                                                  3,365
 Income taxes recoverable                                               5,653
 Prepaid expenses and other                                             9,534
                                                                     --------
      TOTAL CURRENT ASSETS                                            229,932

PROPERTY, FIXTURES AND EQUIPMENT                                      671,444
 Less allowance for depreciation                                     (342,052)
                                                                     --------
                                                                      329,392

OTHER ASSETS                                                           16,490
                                                                     --------
                                                                     $575,814
                                                                     ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                                    $ 63,494
 Accrued expenses                                                      30,153
 Federal, state and local taxes                                         3,116
 Long-term debt and capital lease
   obligations due within one year                                     13,637
                                                                     --------
     TOTAL CURRENT LIABILITIES                                        110,400

LONG-TERM DEBT AND CAPITAL LEASE
 OBLIGATIONS -- due after one year                                    165,097
ACCRUED RETIREMENT COSTS                                               48,518
OTHER LIABILITIES                                                       6,740

SHAREHOLDERS' EQUITY
 Common stock                                                          10,614
 Other shareholders' equity                                           234,445
                                                                     --------
   TOTAL SHAREHOLDERS' EQUITY                                         245,059
                                                                     --------
                                                                     $575,814
                                                                     ========

See notes to condensed consolidated financial statements.
<PAGE>
                                                                     Form 10-Q
                                                                       Page  5
                    STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)

                               THREE MONTHS                NINE MONTHS
                                   ENDED                      ENDED
                           ------------------------ ------------------------
                           November 2,  October 28, November 2,  October 28,
                              1996*        1995         1996        1995
                           -----------  ----------- -----------  ------------
Net sales                   $      0     $225,504     $392,714     $642,680
Other income, net of
 other deductions                  0          505        2,915        1,736
Unrealized gain on
 investment in The May
 Department Stores
 Company common stock              0            0       12,075            0
                            --------     --------    ---------     --------
                                   0      226,009      407,704      644,416

Deduct:
 Cost of sales, including
  occupancy and buying
  costs                            0      173,233      316,813      497,863
 Selling and administrative
  expenses, net of finance
  charges                          0       46,461       84,234      134,315
 Depreciation                      0        7,659       14,798       22,541
 Interest                          0        5,363        7,917       14,368
 Provision for doubtful
  accounts                         0        3,716        4,865        9,230
 Adjustment to liquidation
  basis of accounting              0            0       57,906            0
                            --------     --------    ---------     --------
                                   0      236,432      486,533      678,317
                            --------     --------    ---------     --------

Loss before income taxes           0      (10,423)     (78,829)     (33,901)

Income tax benefit                 0       (3,191)     (19,210)     (11,526)
                            --------     --------    ---------     --------

NET LOSS                    $      0     $ (7,232)    $(59,619)    $(22,375)
                            ========     ========    =========     ========

NET LOSS PER SHARE            $    0       $(0.68)      $(5.61)      $(2.13)
                            ========     ========     ========     ========

Cash dividends per share:
 Series A Common Stock        $0.275       $0.275       $0.825       $0.825
                            ========     ========     ========     ========
 Series B Common Stock         $0.25        $0.25        $0.75        $0.75
                            ========     ========     ========     ========
Average shares outstanding    10,636       10,572       10,625       10,511
                            ========     ========     ========     ========

*See accompanying Condensed Consolidated Statement of Changes in Net Assets
 in Liquidation (Unaudited) for the three months ended November 2, 1996.

See notes to condensed consolidated financial statements.

<PAGE>
                                                                     Form 10-Q
                                                                       Page  6

                    STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

                                                        NINE MONTHS ENDED
                                                     ------------------------
                                                     November 2,  October 28,
                                                        1996         1995
                                                     -----------  -----------
NET CASH USED IN OPERATING ACTIVITIES                 $ (6,472)    $(20,763)

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 Net proceeds from sale of property, fixtures
  and equipment                                         35,673            0
 Acquisition of property, fixtures and equipment        (5,731)     (45,000)
 Changes in other assets                                  (403)      (2,061)
                                                      --------     --------
TOTAL                                                   29,539      (47,061)
                                                      --------     --------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 Payment of long-term debt and capital lease
  obligations                                          (25,331)      (6,838)
 Increase in short-term notes payable                        0       85,000
 Purchase of preferred stock and treasury stock            (22)        (121)
 Proceeds from issuance of common stock                      5          627
 Cash dividends paid                                    (5,733)      (8,455)
                                                      --------     --------
TOTAL                                                  (31,081)      70,213
                                                      --------     --------

CHANGE IN CASH AND EQUIVALENTS                          (8,014)       2,389
Cash and equivalents at beginning of period             14,253        1,575
                                                      --------     --------
CASH AND EQUIVALENTS AT END OF PERIOD                 $  6,239     $  3,964
                                                      ========     ========

See notes to condensed consolidated financial statements.



                 STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
                  NET ASSETS IN LIQUIDATION (UNAUDITED)

                                                            THREE MONTHS ENDED
                                                            ------------------
                                                               November 2,
(in thousands)                                                     1996
                                                            ------------------

Net assets in liquidation as of August 4, 1996                   $191,173
Unrealized gain on investment in The May Department
  Stores Company common stock, net of reduction in
  number of shares to be received                                   7,940
Accrued dividends on common stock                                  (2,922)
Net change in estimated costs during period of liquidation         (6,000)
Net change in other assets and liabilities                            (32)
                                                                 --------
Net assets in liquidation as of November 2, 1996                 $190,159
                                                                 ========

See notes to condensed consolidated financial statements.

<PAGE>
                                                                     Form 10-Q
                                                                       Page  7

                  STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A - Interim Reporting
--------------------------

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals and those related to adopting and applying the liquidation basis
of accounting described in Note B) considered necessary for a fair
presentation have been included.  For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended February 3, 1996.

The preparation of financial statements in conformity with generally accepted
accounting principles for interim financial information and the liquidation
basis of accounting requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.

Note B - Liquidation Basis of Accounting
----------------------------------------

On July 15, 1996, the Company's shareholders approved a Plan of Reorganization
and Liquidation involving certain transactions with The May Department Stores
Company ("May") and Kimco Realty Corporation ("KIMCO"), and the dissolution of
the Company following the sale, liquidation or disposal of all assets not
purchased by May or KIMCO and the payment of all liabilities not assumed by
May or KIMCO.  As a result, the Company changed its basis of accounting to the
liquidation basis of accounting as of the close of the second fiscal quarter,
August 3, 1996.

As a result of the change in the Company's basis of accounting from the going
concern basis to the liquidation basis in accordance with generally accepted
accounting principles, for all financial statements dated after August 2,
1996, assets have been valued at estimated net realizable value and
liabilities have been reflected at their estimated settlement amounts,
including estimated costs to be incurred during the period of liquidation.
The valuations of the assets and liabilities are based on management estimates
and assumptions as of the date of the financial statements; actual realization
of the assets and settlement of liabilities could be higher or lower than the
amounts indicated. Estimates used in the liquidation basis of accounting are
forward looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 and there are a number of important factors that could
cause actual results to differ from the estimates including the periods during
which the Clover stores will continue to be operated, the ability to obtain
substitute tenants, settlement amounts of claims and other liabilities to be
paid in the liquidation and the amounts to be received for assets which have
not yet been sold.

<PAGE>
                                                                     Form 10-Q
                                                                       Page  8

The Company's going concern operations ceased on July 15, 1996.  As a result,
the condensed consolidated statements of operations for the quarter and nine
months ended November 2, 1996 reflect no operating activity subsequent to July
15, 1996.  The effect of all financial events and transactions since the
adoption of the liquidation basis of accounting have been reflected in the
accompanying Condensed Consolidated Statement of Changes in Net Assets in
Liquidation.  The Condensed Consolidated Statement of Operations for the
nine months ended November 2, 1996 reflects operating activity only through
August 3, 1996.

Note C - Per Share Data
-----------------------

Loss per share amounts are based on the weighted average number of shares of
common stock outstanding during the period.  Common stock equivalents
(employee stock options) have not been considered as the effect would be
antidilutive.

Note D - Significant Transactions
---------------------------------

May Agreement
-------------

On April 4, 1996, the Company entered into an agreement for the sale of
substantially all of the assets of the Company's Department Store Division in
exchange for May stock and the assumption by May of certain Department Store
Division liabilities.  The Company and May have now agreed that the Company
will receive a total of 4,454,224 shares in accordance with the agreement.
The May shares are being carried at market value ($47.75 per share) in the
accompanying Consolidated Statement of Net Assets in Liquidation.  On July 18,
1996, the Company received 3,570,000 shares at settlement, and an additional
630,000 shares were placed in escrow.  The remaining 254,229 shares are due
from The May Department Stores Company.

KIMCO Agreement
---------------

On August 28, 1996, the Company closed the sale of 23 of the Company's 26
Clover stores to Kimco Realty Corporation, Kohl's Department Stores, VC
Retailers, Inc., and National Wholesale Liquidators of Philadelphia, Inc. for
$35,500,000.  At closing, $11,989,000 of the Company's applicable mortgage
notes, accrued interest, and closing costs were paid, and the Company received
$18,991,000 in cash.  An additional $4,520,000 was placed into a claims
administration trust account.

<PAGE>
                                                                     Form 10-Q
                                                                       Page  9

Gordon Brothers Agreements
--------------------------

On July 10, 1996, the Company entered into agreements with Gordon Brothers
Partners, Inc.  ("Gordon Brothers") for the sale of the inventory at all, and
the operation of certain, Clover Stores.  In connection with the inventory
sale, the Company received $64.3 million in proceeds.  The agreements also
authorize Gordon Brothers to liquidate the Clover fixtures.  Proceeds from
such fixture sales occurring thus far have been remitted to the Company, net of
deduction of compensation payable to Gordon Brothers.

The Clover stores located in Mercerville, Penrose Plaza and Shore Mall, which
were not sold as part of the KIMCO Agreement referred to above, are being
operated by Gordon Brothers.  Costs to operate these locations are being borne
by Gordon Brothers through December 31, 1996.  While the Company continues to
negotiate the sale of these locations, or in the case of the locations which
are leased, the assumption of such leases, under the Gordon Brothers
agreement, on January 1, 1997, the Company will repurchase any remaining
inventory and will resume responsibility for ongoing operations.  Gordon
Brothers will continue the operating management of these stores under its
agreement with the Company.

Note E - Termination of Retiree Health Care Plan
------------------------------------------------

In conjunction with the plan of liquidation, the Company terminated its
retiree health care plan effective July 18, 1996. As a result, the Company
recorded a one-time, non-cash gain of $43.6 million in the quarter ended
August 3, 1996.  This adjustment is included in the Adjustment to Liquidation
Basis in the accompanying Condensed Consolidated Statement of Operations.

Note F - Income Taxes
---------------------

Income taxes recoverable represents amounts expected to be received by the
utilization of available net operating loss carrybacks.  The income tax
benefits included in the Condensed Consolidated Statement of Operations for
the nine months ended November 2, 1996 represent the estimated taxes
recoverable resulting from the Company's activities through November 2, 1996.
Subsequent to November 2, 1996, the Company received approximately $4.2
million of the income taxes recoverable.


Note G - Other Events
---------------------

On October 30, 1996, the Board of Directors declared a cash dividend of
$0.275 per share on Series A Common Stock and $0.25 per share on Series B
Common Stock, payable on November 26, 1996 to shareholders of record on
November 12, 1996.

The Company also announced on October 30, 1996 that the Board had decided
to postpone a partial distribution of shares of The May Department Stores
Company common stock which were received in July.  It had previously been
stated that the Company intended to make an initial partial distribution
promptly after agreement had been reached with May on certain post-closing
purchase price adjustments and that this was anticipated to occur by
November 22, 1996.

The Company decided to postpone the initial partial distribution of May shares
in order to provide more time to acquire substitute tenants or make other
arrangements for three Clover stores which were not transferred to Kimco
Realty Corporation or Kohl's Department Stores, Inc. as described in Note D.

The Company is hopeful that an initial partial distribution of May shares
will be made early in 1997. The Company intends to make a second partial
distribution of May shares to its shareholders at the time of the transfer of
any remaining assets to a liquidating trust, which will occur by July 18, 1997,
and a final distribution of remaining May shares, if any, at the termination
of the liquidating trust, which is estimated to occur by July 31, 1999.

<PAGE>
                                                                     Form 10-Q
                                                                       Page 10

The Company's present estimate of the total number of May shares to be
received for each outstanding Strawbridge & Clothier share is in the range of
0.37 to 0.41.  This is a forward looking statement within the meaning of
Section 21E of the Securities Exchange Act of 1934 and there are a number of
important factors that could cause actual results to differ from the estimate
including the periods during which the Clover stores will continue to be
operated, the ability to obtain substitute tenants, the amount of other
liabilities to be paid in the liquidation and the amount to be received for
assets which have not yet been sold.  Accordingly, there can be no assurance
that the estimated range will actually reflect the amount of May shares which
the shareholders will be entitled to receive.  The Company had estimated in
the proxy statement which was sent to shareholders in June a range of 0.41 to
0.45 of a May share for each outstanding Strawbridge & Clothier share.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

On April 4, 1996, the Company announced that its Board of Directors had
approved agreements for the voluntary dissolution of the Company.  See Note B
to the accompanying condensed consolidated financial statements.

RESULTS OF OPERATIONS
---------------------

As a result of the May and KIMCO agreements (see Notes B and D to the
accompanying condensed consolidated financial statements) and the related
planned dissolution of the Company, the Company's going concern operations
ceased on July 15, 1996.  As a result, the financial statements for the third
fiscal quarter ended November 2, 1996 reflect no operating activity.  The
results of operations for the nine months ended November 2, 1996 reflect
activity only through the end of the Company's second fiscal quarter, August
3, 1996.

Net sales in comparison to the prior nine month period decreased 38.9%.  The
vast majority of this decrease is the result of the July 15, 1996 termination
of the Company's going concern operations.  Comparable period net sales
through July 15, 1996 declined 5.9%, while comparable store sales declined 7.0%
during the same period.  Current year net sales during this period were
negatively impacted by the closing of the department stores on July 15, 1996
and the Clover stores on July 10, 1996 in connection with the May and KIMCO
transactions.

<PAGE>
                                                                     Form 10-Q
                                                                       Page 11

Costs and expenses as a percentage of sales and the effective tax rates were
as follows:

                                     THREE MONTHS ENDED    NINE MONTHS ENDED
                                     ------------------   -------------------
                                     11/2/96   10/28/95   11/2/96    10/28/95
                                     -------   --------   -------    --------
Cost of sales, including occupancy
 and buying costs                         0       76.8      80.7        77.5

Selling and administrative expenses,
 net of finance charges                   0       20.6     21.4         19.2

Depreciation                              0        3.4      3.8          3.2

Interest                                  0        2.4      2.0          2.2

Provision for doubtful accounts           0        1.6      1.2          1.1

Effective tax rate                        0       30.6     24.4         33.4

Cost of sales, including occupancy and buying costs, for the operating period
through July 15, 1996, reflect significantly greater markdowns as a result of
the May and KIMCO transactions.  Selling and administrative expenses net of
finance charge income for this period reflect an increase due to new stores
opened in fiscal 1995 and a reduction in finance charge income due to the sale
of customer accounts receivable.  Last year's results include $3.2 million
of costs incurred in an attempt to acquire six John Wanamaker stores.
Depreciation expense increased due to new stores opened in fiscal 1995.  The
effective tax rate for the nine month period ended November 2, 1996 decreased
since only benefits available through the utilization of net operating loss
carrybacks were recognized.

Payments made during the three months ended November 2, 1996 consisted
primarily of the payoff of certain Clover mortgages in connection with the
Kimco settlement, negotiated settlements on the early termination of certain
operating contracts, and wages and benefits for the Company's wind-down team
personnel.

The estimated costs during the period of liquidation increased $6,000,000.
This increase represents an estimate for operating losses of the three Clover
locations after January 1, 1997, the date the Company resumes responsibility
for ongoing operations (see Note D to the accompanying condensed consolidated
financial statements).

FINANCIAL CONDITION AND LIQUIDITY
---------------------------------

Company activities resulted in the use of cash of $6.5 million during the nine
month period ended November 2, 1996, compared to the use of $20.8 million in
the prior year nine month period.  The decrease is primarily due to the
effects of the sale of Clover merchandise inventories to Gordon Brothers for
$64.3 million as described in Note D to the financial statements.

<PAGE>
                                                                     Form 10-Q
                                                                       Page 12

Cash proceeds of $35.7 million were principally derived from the sale of 23
Clover stores.  Capital expenditures of $5.7 million represent amounts paid
for projects started in fiscal 1995.  Prior year capital expenditures of $45
million included two new Clover stores and a home furnishings store and other
renovation projects.  Cash used in financing activities resulted from payments
on long-term debt and capital lease obligations and payment of cash dividends.

In connection with the Liquidation, the Company entered into a $25 million
revolving credit facility.  Advances under the facility are to be used solely
as a liquidity facility to assist in the settlement of liquidation claims and
for working capital purposes.  The facility is secured by the Company's pledge
of certain shares of its capital stock of The May Department Stores Company as
well as other property and assets of the Company.  The aggregate liability may
not exceed seventy-two percent (72%) of the market value of the shares
comprising the collateral.  The Company borrowed $3.0 million under this
facility in November, 1996 and anticipates continued borrowings until receipt
of expected income tax refunds prior to liquidation.

The Company believes that anticipated income tax refunds and proceeds from the
sale of remaining fixtures and equipment, supplemented by the outstanding
credit facility to be paid down by the sale of equivalent May shares, will be
sufficient to meet the Company's financial obligations through liquidation.
This is a forward looking statement within the meaning of Section 21E of
the Securities Exchange Act of 1934 and there are a number of important
factors that could cause actual results to differ from the estimate including
the periods during which the Clover stores will continue to be operated, the
ability to obtain substitute tenants, the settlement amounts of claims and
other liabilities to be paid in the liquidation and the amount to be
received for assets which have not yet been sold.

<PAGE>
                                                                     Form 10-Q
                                                                       Page 13
                         PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         (a)  Exhibits
              --------
              Exhibit 27 - Financial Data Schedule

         (b)  Reports on Form 8-K
              -------------------
              Form 8-K dated October 30, 1996 filed with
              the Securities and Exchange Commission on
              October 31, 1996 regarding declaration of
              cash dividend and delay in initial distribution
              of May shares


                                 SIGNATURE
                                 ---------

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



                                  STRAWBRIDGE & CLOTHIER
                                  -------------------------------------------
                                  Registrant



Date: December 16, 1996
      ------------------


                                  /s/ Thomas S. Rittenhouse
                                  -------------------------------------------
                                  Thomas S. Rittenhouse
                                  Vice President-Operations,
                                  Administration and Controller