SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended February 3, 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

     Securities registered pursuant to     Securities registered pursuant to
     Section 12(b) of the Act:  None       Section 12(g) of the Act:
                                           Common Stock, $.01 par value

     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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate  market value of the voting and  non-voting  common equity of
the registrant held by non-affiliates of the registrant as of March 30, 2001 was
$185,097.

     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 [ ]

     As of March 30, 2001, there were 18,509,710 shares of Weiner's Stores, Inc.
common stock, par value $.01 per share, outstanding.

Documents incorporated by reference:

     1. Portions of the Company's  definitive  proxy  statement  relating to the
Annual  Meeting  of  Stockholders  to be held on May 24,  2001 as filed with the
Commission  are  incorporated  by reference into Part III - Items 10, 11, 12 and
13.


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<PAGE>

                                     PART I

Item 1. Business

General

     Weiner's Stores, Inc., a Delaware corporation (the "Company"), incorporated
in  December  1991,  is a  neighborhood  family  retailer of  primarily  branded
apparel,  shoes, related accessories,  domestic,  home furnishings and houseware
products for value-conscious  customers.  The Company operates 97 stores located
in Texas,  Louisiana,  Mississippi and Alabama and employs  approximately  1,557
full-time equivalent employees.  References herein to "Weiner's Stores, Inc." or
the "Company" are to Weiner's Stores, Inc., together with its subsidiary, unless
the context otherwise indicates.

     The  majority of the  Company's  stores are in strip  shopping  centers and
freestanding  structures.  The current store prototype is  approximately  25,000
square feet,  with  approximately  20,000 square feet for selling space and with
the  remaining  space for office,  receiving  and layaway  storage.  The current
stores  range in total  size from  approximately  17,000  square  feet to 53,000
square feet.

Reorganization

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

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

     On October 31, 2000,  the Court  approved the  assumption  of the Company's
agreement  with a third party to conduct  store closing sales with respect to 44
underperforming  stores  as part of the  Company's  restructuring  process.  The
Company engaged such third party to acquire and manage the inventory liquidation
process  in these  stores.  These  store  closings  ultimately  resulted  in the
elimination of approximately 1,000 positions. As part of the reorganization, the
Company also eliminated approximately 55 positions in the corporate headquarters
and  distribution  center.  The majority of these  positions were  eliminated in
September 2000. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Overview."

     The Company has adopted the Weiner's Stores,  Inc. 2000 Executive Retention
Plan dated September 19, 2000 (the "Retention  Plan"). The Retention Plan, which
provides  potential  benefits  for certain  officers  and key  employees  of the
Company,  pays a bonus for  remaining  in the  employment  of the Company over a
specified period of time. A participating  employee under the Retention Plan may
receive  total  compensation  of 10% to 75% of their annual  salary,  payable in
three  installments  on January 15,  2001  (20%),  August 20, 2001 (30%) and the
remainder on the  effective  date of a plan of  reorganization  under Chapter 11
which provides for


                                       2
<PAGE>

the Company to  continue  as a going  concern,  or 90 days after  certain  other
bankruptcy  related  events or a change of control,  as defined in the Retention
Plan, at which time the full unpaid balance would become  payable.  The payments
under the Retention Plan are accelerated  for a  participating  employee if that
employee is  otherwise  eligible for benefits  under the  Retention  Plan but is
terminated  by the Company for any reason other than cause,  or if such employee
resigns  for  good  reason,  in each  case as those  terms  are  defined  in the
Retention  Plan. If all remaining  potential  payments to these officers and key
employees are realized,  the aggregate payment obligation would be approximately
$1,159,000.  The Retention Plan was assumed by the Company on November 22, 2000,
as   debtor-in-possession  in  its  Chapter  11  case,  as  it  relates  to  all
participants other than Messrs. Miller and Kassa.

     The  Consolidated  Condensed  Financial  Statements have been prepared on a
going concern basis, which contemplates continuity of operations, realization of
assets and  liquidation  of  liabilities  in the  ordinary  course of  business.
However,  as a result of the Company's  Chapter 11 filing,  such  realization of
assets and liquidation of liabilities is subject to uncertainty. Further, a plan
of   reorganization   could  materially  change  the  amounts  reported  in  the
consolidated  financial statements,  which do not give effect to any adjustments
to the  carrying  value of  assets  or  amounts  of  liabilities  that  might be
necessary  as a  consequence  of a plan of  reorganization.  The  ability of the
Company to continue as a going  concern is dependent  upon,  among other things,
confirmation of a plan of  reorganization,  future  profitable  operations,  its
ability  to comply  with  debtor-in-possession  agreements  and its  ability  to
generate  sufficient cash from  operations and financing  sources to satisfy its
obligations.  Additionally,  the accompanying  Consolidated  Condensed Financial
Statements do not include any adjustments  that would be required if the Company
were in liquidation. Substantially all of the Company's pre-petition liabilities
are subject to compromise under the reorganization proceedings.

Retailing Strategy

     The Company's  retailing strategy is to focus closely on its unique markets
and on the buying habits of its largely  ethnic  customer  base. The strategy is
intended to enhance the Company's ability to compete  effectively with off-price
retailers,  specialty stores, discount stores and department stores. The Company
believes its position as a local neighborhood  retailer enables it to understand
the needs of its shoppers,  focus on the distinct  priorities  and tastes of its
primarily ethnic customer base, provide more complete assortments than off-price
retailers  and specialty  stores,  sell major  branded  merchandise  that is not
available to discount  stores and provide more  convenient  locations  and offer
better pricing than department stores.

Merchandising

     The Company's merchandising strategy is to focus closely on its markets and
on the desires  and  preferences  of its  largely  ethnic  customer  base.  This
strategy was undertaken  after a review of the markets that the Company  serves,
including  the  demographics  and income  levels of its  customers.  The Company
recognizes that one of its competitive strengths relative to many discounters is
the availability of several key brands such as Nike(R),  Reebok(R),  K-Swiss(R),
Adidas(R),  Levi's(R), Lee(R), U.S. Polo(R), Wrangler(R),  Westpoint Stevens(R),
Fieldcrest Cannon(R),  and Chaps(R).  Much of the in-store and overall marketing
strategies  focus on such  brands.  Management  expects  to  continue  to invest
appropriate  resources and priority to strengthen  these  relationships  and add
incremental products from these vendors.  Additionally, the Company continues to
identify  other  brands that would  enhance the  merchandise  assortment  and is
developing action plans to address appropriate vendors. The Company continues to
identify  several  merchandise   departments  and   classifications   that  have
previously been nonexistent at the Company's stores or insufficiently  funded or
spaced.  The Company is  continually  reviewing  classifications  and/or  items,
identifying   vendors,   creating  space  allocations  and  developing   pricing
strategies to seek to enhance these businesses.

Pricing

     The Company  offers  substantially  the same  merchandise  assortments  and
prices  Company-wide.  The Company  prices its  merchandise to be perceived as a
good value at fair prices. The pricing structure must reflect the environment in
which the stores and the customers are located. Sales prices of merchandise must
be sharp and extremely  competitive  with respect to national  mass  merchandise
discounters and better than the department stores.


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<PAGE>

Purchasing and Distribution

     The  Company  purchases  merchandise  from many top brand  name  companies,
primarily  through  domestic  sources.  The Company  has focused on  merchandise
categories  and product  lines to enable the Company to work with fewer  vendors
than do most mall-based  retailers.  The Company has  established  relationships
with  many of its  vendors  to plan  promotions,  review  marketing  strategies,
exchange  information  through electronic data interchange,  manage stock levels
and develop quick response inventory replenishment systems.

     At  February  3, 2001,  the  Company  employed  one  president,  three vice
presidents/divisional  merchandising  managers,  nine  buyers,  two  merchandise
planners,  nine  merchandise  allocators,   and  two  basic  stock/replenishment
managers.

     During fiscal 2000, the Company  purchased  merchandise from  approximately
698 vendors,  of which two major vendors  accounted for  approximately  6.2% and
4.2% of total Company  purchases of goods sold. The Company's 20 largest vendors
accounted for approximately 39.8% of total Company purchases during fiscal 2000.
Primarily  due  to the  Company's  recent  financial  performance,  some  of the
Company's  key vendors have become more  restrictive  in granting  trade credit,
either by reducing the Company's  credit lines or shortening  payment terms. The
Company's  business is driven by brand names,  and the loss of the use of one or
more brand names could have a material adverse effect on the Company's business.

     The  majority  of the  Company's  purchases  are  shipped to the  Company's
centralized  distribution center in Houston,  Texas. At the distribution center,
which is  designed to handle up to  approximately  175  stores,  merchandise  is
received,  counted  and sorted  for  distribution  to the  Company's  stores.  A
planning and  allocation  staff  determines the quantities to be shipped to each
store based on the store's needs and merchandise profile.  After the merchandise
is picked and  packed,  it is shipped to the stores at regular  intervals  via a
commercial transportation service.

Store Operations

     As of February 3, 2001, the Company operated 97 stores in Texas, Louisiana,
Mississippi  and  Alabama.  The  Company's  stores  range  in  total  size  from
approximately 17,000 square feet to 53,000 square feet and average approximately
25,000 square feet.  The majority of the  Company's  stores are located in strip
shopping centers or are free standing. Because none of the Company's stores have
been located outside Texas, Louisiana,  Mississippi, Arkansas and Alabama during
the last three fiscal years,  the Company has received no revenues from external
customers attributable to foreign countries except for certain revenues received
from customers visiting the Company's stores from foreign countries,  the amount
of which revenues it is impracticable for the Company to determine and which the
Company  believes  is  immaterial  to  the  Company's  total  sales.  All of the
Company's long-lived assets are currently located in the United States.

     Each store is staffed by a store manager and/or one to two co-managers, one
to two assistant  managers and/or one to two floor  managers,  and several sales
associates. Store managers report to district supervisors, who in turn report to
the Company's Vice President of Stores.

     The  Company  periodically  reviews its store base and  determines  whether
particular stores need to be improved or closed.  The Company generally closes a
store at the end of its lease term when the  operating  profit  generated by the
store is insufficient to make a contribution to fixed corporate overhead. Stores
are closed prior to their lease  expiration  when they are  unprofitable  and/or
have, in the  Company's  opinion,  limited  potential  for  improvement  and the
Company has reached a  satisfactory  agreement with the landlord for closing the
location.  On  October  31,  2000,  the Court  approved  the  assumption  of the
Company's agreement to close 44 underperforming  stores as part of the Company's
restructuring  process.  The Company engaged a third party to acquire and manage
the  inventory  liquidation  process  in  these  stores.  These  store  closings
ultimately  resulted in the elimination of approximately  1,000  positions.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Overview."

     The Company  closed a total of 45 stores in fiscal year 2000, six stores in
fiscal year 1999 and three stores in fiscal year 1998.


                                       4
<PAGE>

     During  fiscal 2000,  the Company  opened ten new stores of which four were
subsequently  closed as part of the  reorganization  effort. The average capital
cost  to  construct  a  new  store  is  approximately  $350,000  plus  inventory
requirements of approximately $450,000 per store (of which approximately 30% was
financed by vendor accounts payable).

     The  Company  currently  does not  expect to open any new  stores in fiscal
2001. The Company believes that there are adequate real estate  opportunities to
open  additional  stores in the  markets  it  currently  serves and to enter new
markets in its overall trade areas but, due to the current  financial  condition
of the Company, capital for new store growth is restricted.

Advertising and Promotion

     All advertising and promotion  decisions are made by the Company's  central
merchandising  and advertising  staff. Key advertising and promotional  programs
include:

     o    Improving   the  quality  of  media  with  more  thematic  and  ethnic
          presentations,  illustration of products with greater impact and color
          assortment, and specialized merchandise classifications;

     o    Improving and further refining the use of ethnic television and radio;

     o    Coordinating  with  buyers to  maximize  return,  ensure  an  in-stock
          position on advertised items, and evaluate pricing programs;

     o    Moving the mix of media to more focused print programs;

     o    Targeting  print mailings in a more  efficient  manner and focusing on
          the ethnicity of different markets;

     o    Upgrading in-store signage;

     o    Establishing   promotional   programs   that   highlight  the  branded
          merchandise  available  and the value  pricing  being  offered  to the
          consumers  while also generating an exciting  shopping  experience for
          the consumer; and

     o    With additional merchandise departments,  creating a one stop shopping
          experience and a more frequent shopping habit among the core customer.

     The Company has laid out  marketing  strategies  that target its  strengths
relative to certain demographic features of its customer base. These demographic
features  include:  the ethnic make-up of its customers,  value  conscious women
shoppers with more than one child in the household, fashion oriented young adult
males with strong demand for identification with branded products, the growth of
home products, and the Company's neighborhood presence.

Management Information Systems

     The Company uses an integrated merchandising package which includes modules
for accounts payable,  general ledger,  loss prevention,  planning,  allocation,
merchandise  analysis,  stores and the distribution center. The Company operates
its own in-house computer facility.

     The integrated  merchandise package has generated benefits in the following
areas:   a  more  defined   merchandise   reporting   system  with   incremental
classification;  improved open-to-buy reporting;  better information with regard
to markdowns;  and improved price line  reporting,  vendor  analysis  reporting,
open-to-ship  reporting for improved  allocation,  loss prevention  analysis and
exception reporting,  auto-allocation  capabilities and marketing  profitability
analysis.  To further  enhance the  capabilities  of these systems,  the Company
installed a state of the art  point-of-sale  system in fiscal 2000.  The Company
completed  such  installation  in 34 stores in fiscal  2000.  Due to the current
financial condition of the Company,  capital for additional point-of-sale system
installations is restricted for the foreseeable future.

     The  Company  scans  merchandise  price  tickets at the  point-of-sale  and
point-of-sale  registers  automatically  determine  the correct  price through a
price look-up  capability.  The  registers  also capture  financial,  credit and
statistical information and provide reports on sales by department and class for
financial  reporting  purposes and weekly  reports on sales by style,  color and
size for use by the Company's  buyers and management.  The merchandise  planners
and  allocators  use this  information on a regular basis to evaluate and adjust
each store's merchandise mix.


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<PAGE>

Employees

     As of February  3, 2001,  the  Company  had  approximately  1,557 full time
equivalent  employees.  The Company has a significant  number of part-time store
employees and, as is typical in the retail  industry,  experiences high turnover
in its retail  sales  personnel.  Of such total work  force,  approximately  179
full-time  equivalent  employees are employed in the Company's corporate offices
and distribution center.

Method of Payment

     Approximately  78.6% of the  Company's net sales are made by cash or check,
and 13.0% by national  credit cards.  Under the related credit card  agreements,
the Company  receives daily  payments on amounts  charged on those credit cards.
Such a payment is not  subject to  recovery  by the payor  under such  agreement
unless the charge in question  involved an invalid use of such credit card.  The
Company  does not have its own  credit  card  program,  but does offer a layaway
program that accounts for  approximately  8.0% of the  Company's net sales.  The
Staff of the  Securities  and Exchange  Commission  has issued Staff  Accounting
Bulletin No. 101,  "Revenue  Recognition in Financial  Statements"  ("SAB 101"),
effective for fiscal years  beginning  after  December 15, 1999. The Company has
implemented  all  provisions  of SAB 101,  including  the  treatment  of  leased
department and layaway sales,  effective for fiscal year 2000, beginning January
30, 2000.  In relation to the adoption of SAB 101, the Company  recorded  during
the  first  quarter  of 2000 a  cumulative  effect  adjustment  for a change  in
accounting in the amount of $294,000 and recognized additional gross revenues of
$851,000.  These one-time  adjustments  were necessary to correctly  account for
those layaways held as accounts receivable at the end of fiscal year 1999.

Seasonality

     The Company's  business is seasonal with approximately 38% of the Company's
annual revenues being generated during the back-to-school selling season in July
and August  and the  Christmas  selling  season of  November  and  December.  In
addition,  the  Company's  performance,  like that of many other  retailers,  is
sensitive to the overall U.S.  economy and economic cycles and related  economic
conditions that influence consumer trends and spending patterns.

Competition

     The retail industry is intensely competitive. The Company is in competition
with  numerous  retail  outlets in the  geographic  areas in which it  operates,
including general merchandise stores,  off-price stores, large national discount
chains and  department  stores.  Many of the  retailers  with which the  Company
competes have greater financial  resources than the Company and may have various
other financial or other competitive advantages over the Company.

Trademarks and Service Marks

     The mark "Weiner's" and other marks using the Company's  distinctive  logos
are federally registered service marks of the Company, and the Company considers
these  marks  and the  accompanying  goodwill  and  customer  recognition  to be
valuable to its business.  The Company also has  registrations for certain other
trademarks  and  service  marks  routinely  used  in  the  Company's  marketing,
advertising  and  promotions.  Such  registrations  can  be  kept  in  force  in
perpetuity  through  continued  use of the marks  and  timely  applications  for
renewal.

New Accounting Developments

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities,"  effective for fiscal years  beginning  after June 15,
2000. The Company does not  participate  in the use of derivatives  and does not
believe this pronouncement will impact its financial presentation.


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<PAGE>

Item 2.  Properties

     The  Company  leases all of its 97 stores in  operation  as of  February 3,
2001,  of which 85 stores are  located  in Texas,  seven  stores are  located in
Louisiana, three stores are located in Mississippi and two stores are located in
Alabama.  Most leases are long-term net leases (i.e.,  lease contracts without a
purchase option),  which expire on varying dates through 2011. Most of the store
leases include  renewal  options for an additional five to ten years and require
the Company to pay taxes, insurance and certain common area maintenance costs in
addition to specified  minimum rent. Most of the leases also require the payment
of  contingent  rent based upon a specified  percentage  of sales in excess of a
base amount.  The following table sets forth, as of February 3, 2001, the number
of  store  leases  that  will  expire  in each  of the  indicated  fiscal  years
(excluding renewal options):

                                Number of       Number of Leases
                Year        Leases Expiring   with Renewal Options
            ------------    ---------------   --------------------

                2001                9                   8
                2002               11                  10
                2003               20                  18
                2004               16                  13
                2005               20                  15
             Thereafter            21                  16
                            ---------------   --------------------
               Total               97                  80
                            ===============   ====================

     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
obligation  to perform  further  under the contract or lease but is subject to a
claim of damages for the breach thereof. Therefore, the renewals shown above may
not reflect the actual results in the future.

     Most of the Company's stores are either freestanding  structures or anchors
in strip  shopping  centers.  The  Company  opened  ten new stores and closed 45
stores  during  fiscal 2000 and opened 16 new stores and closed 51 stores in the
last two fiscal years.  The Company enters into and terminates  leases from time
to time in the  ordinary  course of business as new stores are opened and stores
are closed. See "Business - General" and " - Store Operations."

     The Company owns its distribution  center/headquarters facility in Houston,
Texas,  which  contains  approximately  376,000  square  feet and is  located on
approximately 8.2 acres of land. Such real property is subject to an encumbrance
created in connection with the DIP Credit Agreement that the Company has entered
into.  See  "Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations - Liquidity and Capital Resources - DIP Credit Agreement."

     The Company  considers its stores and its distribution  center/headquarters
facility to be suitable  and  adequate for its  operations  for the  foreseeable
future.

Item 3. Legal Proceedings

     The  Company is party to  ordinary  routine  litigation,  arbitrations  and
proceedings  incidental  to its  business,  the  dispositions  of which  are 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 4. Submission of Matters to a Vote of Security Holders

     Not applicable.


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<PAGE>

                                     PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

Price Range of Common Stock

     As of August 17, 1998, the Company's common stock, par value $.01 per share
("Common Stock"),  began trading on the Over-the-Counter  Bulletin Board Service
("OTC") under the symbol  "WEIR." There was  previously  no  established  public
trading market for the Common Stock.  The following  table sets forth,  for each
full quarterly  period in fiscal year 2000 and 1999 trading on the OTC, the high
and low sales price per share of the  Company's  Common Stock as reported on the
OTC.

                                        2000                 1999
                                    High     Low         High     Low
                                   --------------       --------------
             First Quarter         $0.41    $0.25       $0.66    $0.19
             Second Quarter        $0.31    $0.19       $1.19    $0.28
             Third Quarter         $0.22    $0.02       $1.16    $0.47
             Fourth Quarter        $0.08    $0.01       $0.81    $0.38

     The last  reported  sale price per share of Common Stock as reported on the
OTC on March 30, 2001 was $0.01. As of March 30, 2001, there were 468 holders of
record of the Common Stock.  This number does not include  stockholders for whom
shares are held in a "nominee" or "street" name.

Dividends

     The Company did not declare or pay any cash  dividends  with respect to the
Common Stock during fiscal years 1998, 1999 or 2000. The Company  presently does
not intend to pay cash dividends in the  foreseeable  future.  In addition,  the
terms of the Company's DIP Credit  Agreement  prohibit payment of cash dividends
on the Common Stock.  The payment of cash  dividends,  if any, will be made only
from assets legally available for that purpose, and will depend on the Company's
financial  condition,  results of operations,  current and  anticipated  capital
requirements,  restrictions  under  then  existing  debt  instruments  and other
factors deemed relevant by the Board of Directors.


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<PAGE>

Item 6. Selected Financial Data

<TABLE>
<CAPTION>
                                                              Successor Company (a)                       Predecessor Company (a)
                                       --------------------------------------------------------------   --------------------------
                                          Fiscal            Fiscal          Fiscal
                                           Year              Year            Year        Twenty-Three      Thirty      Fiscal Year
                                          Ended             Ended           Ended        Weeks Ended    Weeks Ended       Ended
                                       February 3,       January 29,     January 30,     January 31,     August 25,    January 25,
                                           2001              2000            1999            1998         1997 (b)         1997
                                       -----------       -----------     -----------     -----------    -----------    -----------
                                                   (Dollars in thousands, except per share and per square foot data)
<S>                                    <C>               <C>             <C>             <C>            <C>            <C>
Income Statement Data:
Net sales                              $   248,258       $   276,843     $   260,908     $   103,322    $   160,315    $   263,666
Operating (loss) income                    (29,259)           (2,026)         (3,979)         (5,734)         1,250        (17,864)
Net (loss) income                          (31,733)           (3,133)         (4,992)         (5,885)        18,541        (17,220)

Net (loss) income per share
  of common stock (c)                  $     (1.71)      $     (0.17)    $     (0.26)    $     (0.31)   $    185.41    $   (172.20)

Balance Sheet Data:
Working capital                        $    44,113       $    35,583     $    34,781     $    41,249    $    43,434    $    54,728
Total assets                                81,138            89,674          87,644          80,739         99,241         91,285
Long-term debt                              20,694            10,000           4,000           5,000             --             --

Selected Operating Data:
Comparable store net sales
 (decrease) increase                          (9.3)%             3.4%           (1.9)%          (0.1)%(d)                      6.7%
Number of stores
  Beginning of period                          132               132             128             134            131            139
  Opened                                        10                 6               7               1              3             --
  Closed                                        45                 6               3               7             --              8
  End of period                                 97               132             132             128            134            131
Total sales square feet at
  end of period (000's)                      1,800             2,634           2,644           2,602 (d)                     2,652
Average net sales per store            $     2,068(e)    $     2,097     $     2,007         $ 2,036 (d)               $     1,953
Average net sales per square foot      $       111(e)    $       105     $        99         $   100 (d)               $        97
</TABLE>

     (a)  Fiscal year 2000,  which  contained  53 weeks,  fiscal  years 1999 and
          1998,  each of which contained 52 weeks,  and fiscal year 1997,  which
          contained 53 weeks,  all ended on the Saturday closest to January 31st
          (i.e.,  February  3, 2001,  January  29,  2000,  January  30, 1999 and
          January 31, 1998,  respectively).  Fiscal year 1996 contained 52 weeks
          and ended January 25, 1997.

     (b)  Net  income for the  thirty  weeks  ended  August  25,  1997  includes
          $1,519,000 in "fresh start" expense and  $18,683,000 in  extraordinary
          gain related to debt discharge.

     (c)  Net loss per share of Common  Stock for fiscal  years  2000,  1999 and
          1998 is based on a weighted  average  number of shares of Common Stock
          outstanding of 18,509,710,  18,483,729 and  18,869,208,  respectively.
          Net loss per share of Common  Stock for the  twenty-three  weeks ended
          January 31, 1998  (Successor  Company) is based on a weighted  average
          number of shares of Common Stock outstanding of 19,000,000. Net income
          (loss) per share of Common Stock for the thirty weeks ended August 25,
          1997 (Predecessor  Company) and for fiscal year ended January 25, 1997
          is based on a  weighted  average  number of  shares  of  common  stock
          outstanding of 100,000. Earnings per share for the Predecessor Company
          is not comparable due to the Company's previous reorganization.

     (d)  Amount presented is for the fiscal year ended January 31, 1998.

     (e)  Based on the 97 stores opened at the end of fiscal 2000.

     (f)  The  Company  adopted  SAB 101 in  fiscal  year  2000  resulting  in a
          cumulative  effect  adjustment.  This  adjustment  does not affect the
          comparability of the information presented herein.


                                       9
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview

     The Company's  financial results have changed  significantly  over the past
five  years,  principally  as a result of its  filing for  reorganization  under
Chapter 11 of the Bankruptcy  Code on April 12, 1995,  the Company's  subsequent
emergence from Chapter 11  reorganization  on August 26, 1997, and the Company's
subsequent filing for reorganization  under Chapter 11 of the Bankruptcy Code on
October 16, 2000, the Petition Date.

     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 the Petition Date the Company
filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in
the Court.  The  Company  has entered  into a  $35,000,000  debtor-in-possession
credit  agreement  (the "DIP  Credit  Agreement")  with a lender to finance  the
Company's  working  capital  requirements  during its Chapter 11  reorganization
proceedings.  On October  16,  2000,  the Court  gave  interim  approval  of the
proposed  DIP  Credit  Agreement,   among  other  things,   subject  to  certain
conditions.  On December 6, 2000,  the Court issued a final order  approving the
DIP Credit Agreement. The final order allows the Company, among other things, to
use the proceeds of the DIP  Agreement for the  retirement  of the  pre-petition
working capital facility.

     The DIP Credit  Agreement  contains  covenants  which,  among other things,
restrict the (i) incurrence of additional  debt, (ii) maximum  inventory  levels
allowed,  (iii)  aggregate  amount of capital  expenditures  permitted  and (iv)
payments of  dividends.  In  addition,  the DIP Credit  Agreement  requires  the
Company  to  maintain  compliance  with a  specified  level of  earnings  before
interest, taxes,  depreciation,  amortization and special charges. Proceeds from
the DIP Credit  Agreement may be used solely in the ordinary  course of business
and for other  general  corporate  purposes  during  the  Company's  Chapter  11
reorganization proceedings.

     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.  There  can be no
assurance that the Company will succeed in reorganizing under Chapter 11 or that
the reorganization will not result in a liquidation.

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

     On October 31, 2000,  the Court  approved the  assumption  of the Company's
agreement  with a third party to conduct  store closing sales with respect to 44
underperforming  stores  as part of the  Company's  restructuring  process.  The
Company engaged such third party to acquire and manage the inventory liquidation
process in these stores.  As a result of this announced  store closure plan, the
Company has recorded an $8,851,000  charge in fiscal 2000  including  $2,571,000
for the loss on the sale of  inventory to a third party  liquidator,  $1,729,000
for  the  continuing   expenses  of  operating  these  locations  through  final
liquidation,  $3,309,000  for the  write-off of assets in the 44 closed  stores,
$742,000 for the write down of inventory  capitalization related to these stores
and $250,000 for miscellaneous going out of business expenses.  The Company also
incurred  approximately  $250,000 in store  closing  expenses for the payment of
severance and other benefits due to those store  associates who were terminated.
These store closings  ultimately  resulted in the  elimination of  approximately
1,000 positions.

     In fiscal 2000, the Company incurred $11,755,000 in reorganization  expense
attributable  to the filing under Chapter 11. This expense  includes  $4,856,000
for potential  lease rejection  claims for the 44 closed stores,  $3,397,000 for
the write-off of excess reorganization value,  $1,375,000 for professional fees,
$400,000


                                       10
<PAGE>

for severance  payments,  $827,000 for the Retention Plan adopted in relation to
the reorganization and $900,000 for miscellaneous items.

     As part of the reorganization  expense, the Company incurred  approximately
$400,000 in  severance  payments  related to  elimination  of  approximately  55
positions in the corporate headquarters and distribution center. The majority of
these positions were eliminated in September 2000.

     Included in  reorganization  expense is $827,000  for the  Retention  Plan,
which provides  potential benefits for certain officers and key employees of the
Company and pays a bonus for  remaining in the  employment of the Company over a
specified period of time. A participating  employee under the Retention Plan may
receive  total  compensation  of 10% to 75% of their annual  salary,  payable in
three  installments  on January 15,  2001  (20%),  August 20, 2001 (30%) and the
remainder on the  effective  date of a plan of  reorganization  under Chapter 11
which provides for the Company to continue as a going concern,  or 90 days after
certain other  bankruptcy  related events or a change of control,  as defined in
the Retention  Plan, at which time the full unpaid balance would become payable.
The  payments  under the  Retention  Plan are  accelerated  for a  participating
employee if that employee is otherwise eligible for benefits under the Retention
Plan but is  terminated  by the Company for any reason  other than cause,  or if
such employee  resigns for good reason,  in each case as those terms are defined
in the Retention Plan. If all remaining potential payments to these officers and
key  employees  are  realized,   the  aggregate  payment   obligation  would  be
approximately  $1,159,000.  The  Retention  Plan was  assumed by the  Company on
November 22, 2000, as debtor-in-possession in its Chapter 11 case, as it relates
to all participants other than Messrs. Miller and Kassa.

     The  Consolidated  Condensed  Financial  Statements have been prepared on a
going concern basis, which contemplates continuity of operations, realization of
assets and  liquidation  of  liabilities  in the  ordinary  course of  business.
However,  as a result of the Company's  Chapter 11 filing,  such  realization of
assets and liquidation of liabilities is subject to uncertainty. Further, a plan
of   reorganization   could  materially  change  the  amounts  reported  in  the
consolidated  financial statements,  which do not give effect to any adjustments
to the  carrying  value of  assets  or  amounts  of  liabilities  that  might be
necessary  as a  consequence  of a plan of  reorganization.  The  ability of the
Company to continue as a going  concern is dependent  upon,  among other things,
confirmation of a plan of  reorganization,  future  profitable  operations,  its
ability  to comply  with  debtor-in-possession  agreements  and its  ability  to
generate  sufficient cash from  operations and financing  sources to satisfy its
obligations.  Additionally,  the accompanying  Consolidated  Condensed Financial
Statements do not include any adjustments  that would be required if the Company
were in liquidation. Substantially all of the Company's pre-petition liabilities
are subject to compromise under the reorganization proceedings.

     The Company's net loss for the 53-week  fiscal year ended  February 3, 2001
("2000")  was  $31,733,000  compared to a net loss for the  52-week  fiscal year
ended January 29, 2000  ("1999") of  $3,133,000  and to a net loss of $4,992,000
for the 52-week fiscal year ended January 30, 1999 ("1998").  Comparable 52-week
store sales  decreased  9.3% for 2000  compared  to 1999,  compared to a 52-week
store sales  increase of 3.4% for 1999  compared to 1998 and a comparable  store
decrease of 1.9% for 1998 compared to fiscal 1997.  The Company had an operating
loss as a percentage of sales of 11.8% in 2000, 0.7% in 1999 and 1.5% in 1998.


                                       11
<PAGE>

Results of Operations

<TABLE>
<CAPTION>
                                                            2000            1999            1998
                                                           ------          ------          ------
<S>                                                        <C>             <C>             <C>
Net sales                                                  100.0%          100.0%          100.0%
Leased department revenue                                    0.3%           --              --
                                                           -----           -----           -----
Total revenue                                              100.3%          100.0%          100.0%
Cost of goods sold                                          66.7%           67.7%           67.0%
                                                           -----           -----           -----
Gross margin                                                33.6%           32.3%           33.0%
Selling, administrative and other operating costs           37.1%           33.0%           34.5%
Reorganization expense                                       4.7%           --              --
Store closings costs                                         3.6%           --              --
                                                           -----           -----           -----
Operating loss                                             -11.8%           -0.7%           -1.5%
Interest (expense) income, net                              -0.9%           -0.4%           -0.4%
                                                           -----           -----           -----
Loss before cumulative effect adjustment                   -12.7%           -1.1%           -1.9%
Cumulative effect adjustment net of zero tax                -0.1%           --              --
                                                           -----           -----           -----
Net loss                                                   -12.8%           -1.1%           -1.9%
                                                           =====           =====           =====
</TABLE>

2000 Compared to 1999

     Net sales decreased  $28,585,000 to $248,258,000 in 2000 from  $276,843,000
in 1999. The sales decrease was primarily due to a 9.3%  comparable  store sales
decrease  over such  period  and the  closing  of 44  underperforming  stores in
October 2000.  These sales decreases were partially offset by the opening of ten
new stores in fiscal 2000 and the sales from the 53rd week of fiscal  2000.  The
Company's adoption of SAB 101 had a measurable impact on comparable store sales.
Prior to the adoption of SAB 101, the Company  recognized  layaway  sales at the
time when the merchandise was placed in layaway by the customer.  SAB 101 states
that layaway sales are to be recognized  upon the delivery of the merchandise to
the  customer.  Under SAB 101, the Company has  deferred  from fiscal 2000 until
future periods, $1,559,000 in layaway sales transactions.

     Leased department  revenue in fiscal 2000 reflects the revenues the Company
received for the sales of designer  fragrances and unbranded  shoes. The Company
tested,  during the first  quarter of 2000, a leased  department  for  unbranded
shoes in eight stores. The leased shoe department was unsuccessful and the lease
was discontinued.

     Cost of goods  sold  decreased  $21,932,000  to  $165,491,000  in 2000 from
$187,423,000 in 1999. As a percentage of sales,  cost of goods sold decreased to
66.7%  in 2000  from  67.7%  in  1999.  Gross  margin  decreased  $5,861,000  to
$83,559,000 in 2000 from  $89,420,000  in 1999.  Gross margin as a percentage of
sales  increased 1.3% to 33.6% in 2000 from 32.3% in 1999. The decreases in cost
of goods sold and gross margin  dollars were due to the sales  decline in fiscal
2000 referred to above.  The increase in gross margin  percentage  was primarily
attributable to higher initial markup, and better inventory shrinkage control.

     Selling,   general  and  administrative   expenses  increased  $766,000  to
$92,212,000  in 2000  from  $91,446,000  in  1999.  The  increase  is  primarily
attributable  to an increase in  advertising,  depreciation,  rent and  expenses
related to new stores  including  pre-opening  expense of new  stores.  Selling,
general and administrative expenses, as a percentage of sales, increased 4.1% to
37.1% in 2000 from 33.0% in 1999. This increase is primarily attributable to the
decrease in sales discussed above.

     The Company incurred  $11,755,000 in reorganization  expense in fiscal 2000
attributable  to  its  filing  under  Chapter  11.  This  expense  is  primarily
attributable  to  potential  lease  rejection  claims  for  closed  stores,  the
write-off of excess  reorganization  value,  professional  fees and the employee
Retention Plan in relation to the reorganization.

     Store closing costs incurred in fiscal 2000 were  $8,851,000.  This expense
was primarily attributable to the loss on the sale of inventory to a third party
liquidator in respect to the 44 underperforming stores that were


                                       12
<PAGE>

closed,   continued   expenses  of  operating  these  44  stores  through  final
liquidation and the write-off of the assets in the 44 closed stores.

     Operating loss increased $27,233,000 to $29,259,000 in 2000 from $2,026,000
in 1999. Had the Company not incurred  reorganization  expense and store closing
costs, the operating loss for fiscal 2000 would have been $8,653,000.

     The Company  recorded  interest  expense of  $2,180,000 in 2000 compared to
$1,107,000 in 1999.  This increase is primarily  attributable  to an increase in
the average  borrowings  for 2000, an increase in prevailing  interest  rates in
general,  and  an  increase  in the  interest  rate  charged  under  the  credit
agreements.

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

     The Company  provides for 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 2000 or 1999.  The  recognition of income tax benefits is
affected by limitations  on the Company's  ability to utilize net operating loss
("NOL") carryforwards.

     The Company's net loss for 2000 was  $31,733,000  compared to a net loss of
$3,133,000 in 1999. Loss per share of Common Stock was $1.71 in 2000 compared to
$0.17 in 1999.  Had the Company not  incurred  reorganization  expense and store
closing  costs in  relation  to its filing  under  Chapter  11, the net loss for
fiscal 2000 would have been $11,127,000, or $0.60 per share of Common Stock.

1999 Compared to 1998

     Net sales increased  $15,935,000 to $276,843,000 in 1999 from  $260,908,000
in 1998. The sales increase was primarily due to a 3.4%  comparable  store sales
increase  over such  period and the opening of six new  stores.  The  comparable
store sales  increase was  primarily  attributable  to the growth of the Bed and
Bath Etc.  department,  offset by  continued  declines in the sales of Levi's(R)
jeans, branded athletic shoes and branded activewear.

     Cost of goods  sold  increased  $12,673,000  to  $187,423,000  in 1999 from
$174,750,000  in 1998.  As a percentage of sales,  cost of goods sold  increased
0.7% to 67.7% in 1999 from 67.0% in 1998. Gross margin  increased  $3,262,000 to
$89,420,000 in 1999 from  $86,158,000 in 1998.  This increase in gross margin is
primarily  due to  the  sales  increases  discussed  above.  Gross  margin  as a
percentage  of sales  decreased  0.7% to 32.3% in 1999 from  33.0% in 1998.  The
decline in the gross margin as a percentage  of sales was  primarily  due to the
decline in initial  markup on those  products  changed to an everyday  low price
concept, and an increase in the merchandise  shrinkage,  offset by a decrease in
markdowns as a percentage of sales.

     Selling,  general  and  administrative  expenses  increased  $1,309,000  to
$91,446,000 in 1999 from $90,137,000 in 1998. This increase was primarily due to
increased rent expense,  outbound freight and new store opening expenses, offset
by reductions in payroll costs and promotional advertising. Selling, general and
administrative  expenses,  as a percentage of sales,  decreased 1.5% to 33.0% in
1999 compared to 34.5% in 1998 due primarily to the increase in sales.

     Operating loss decreased  $1,953,000 to $2,026,000 in 1999 from  $3,979,000
in 1998.

     The Company  recorded  interest  expense of  $1,107,000 in 1999 compared to
$1,013,000 in 1998.  This increase was primarily  attributable to an increase in
the average borrowings for 1999.

     The Company  provides for 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 1999 or 1998.  The  recognition of income tax benefits is
affected by limitations on the Company's ability to utilize NOL carryforwards.


                                       13
<PAGE>

     The  Company's net loss for 1999 was  $3,133,000  compared to a net loss of
$4,992,000 in 1998. Loss per share of Common Stock was $0.17 in 1999 compared to
$0.26 in 1998.

Liquidity and Capital Resources

Cash from Operations and Working Capital

     The  Company's  primary  sources  of  liquidity  have  been  cash flow from
operations,  borrowings  under its revolving  credit agreement until October 16,
2000, and under the DIP Credit Agreement since such date.

     For the three  fiscal  years  ended  February  3, 2001,  net cash flow from
operations was as follows ($ in thousands):

<TABLE>
<CAPTION>
                                                            2000           1999           1998
                                                          --------       --------       --------
<S>                                                       <C>            <C>            <C>
Net loss                                                  $(31,733)      $ (3,133)      $ (4,992)
Depreciation and amortization                                4,376          3,977          4,079
Other non-cash charges                                      13,161             29            125
Changes in current assets and liabilities                   12,656         (4,636)         9,699
                                                          --------       --------       --------
Net cash (used in) provided by operating activities       $ (1,540)      $ (3,763)      $  8,911
                                                          ========       ========       ========
</TABLE>

     The  decrease in cash used in  operating  activities  in 2000  reflects the
reduction in inventory due to the closing of 44 stores,  the write-off of assets
relating  to  these  closed  stores  and the  reclassification  of  pre-petition
obligations  to  liabilities   subject  to  settlement   under  its  Chapter  11
proceedings.  The  decrease in cash  provided by  operating  activities  in 1999
reflects an  increase in  inventory,  primarily  attributable  to the new stores
planned to be opened in March 2000, and an increase in prepaid expenses,  with a
slight decrease in accounts payable.

     The Company's working capital,  current ratio and ratio of sales to average
working capital at the end of the three fiscal years ended February 3, 2001 were
as follows ($ in thousands):

<TABLE>
<CAPTION>
                                                    2000         1999          1998
                                                 ---------    ---------     ---------
<S>                                              <C>          <C>           <C>
Working capital                                  $  44,113    $  35,583     $  34,781
Current ratio                                          3.7          2.2           2.1
Ratio of sales to average working capital              6.2          7.9           6.9
</TABLE>

     The Company funds inventory  purchases  through cash flows from operations,
from  borrowings  under the DIP Credit  Agreement and through  payment terms the
Company has established with its vendors.

DIP Credit Agreement

     On October 16, 2000, in conjunction with the Company's filing under Chapter
11, the  Company  entered  into,  and the Court gave  interim  approval  to, the
two-year,  $35,000,000  DIP  Credit  Agreement,  which  includes  a  $15,000,000
sub-facility for the issuance of letters of credit.  The DIP Credit Agreement is
a  revolving  credit  facility  that  is  secured  by  substantially  all of the
Company's  assets.  The DIP Credit Agreement  provides that proceeds may be used
solely in the  ordinary  course of  business  and for  other  general  corporate
purposes during the Company's Chapter 11 reorganization proceedings.  Borrowings
under the DIP Credit  Agreement bear interest at the reference  rate  thereunder
plus 0.75% or, at the option of the Company, the Eurodollar Rate thereunder plus
2.75%.  On December 6, 2000, the Court issued the final order  approving the DIP
Credit  Agreement.  The final order allowed the Company,  among other things, to
use  the  proceeds  for  the  retirement  of the  pre-petition  working  capital
facility.

     At  February  3,  2001,  the  Company  had   approximately   $5,832,000  of
availability  under the DIP  Credit  Agreement,  after  considering  outstanding
letters of credit of approximately $4,934,000 and borrowings of $20,694,000. The
Company  may prepay  amounts  outstanding  under the  working  capital  facility
without penalty.


                                       14
<PAGE>

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

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

     As a result of the Chapter 11 filing,  the Company's  realization of assets
and  liquidation of liabilities in the ordinary course of business is subject to
uncertainty.  Further,  a plan of  reorganization  could  materially  change the
amounts reported in the Company's  consolidated  financial statements,  which do
not give effect to any adjustments to the carrying value of assets or amounts of
liabilities   that  might  be   necessary  as  a   consequence   of  a  plan  of
reorganization.  The ability of the  Company to  continue as a going  concern is
dependent upon,  among other things,  confirmation of a plan of  reorganization,
future profitable  operations,  its ability to comply with  debtor-in-possession
agreements  and its  ability to generate  sufficient  cash from  operations  and
financing sources to satisfy its obligations.

Capital Expenditures

     The Company's capital  expenditures were approximately  $6,883,000 in 2000,
$6,077,000 in 1999 and $4,380,000 in 1998. The majority of capital  expenditures
in 2000  were  for  fixtures,  equipment  and  leasehold  improvements  for new,
relocated and remodeled stores, the installation of new point-of-sale  equipment
in 35 stores and the upgrade of the management  information systems. The Company
opened ten new stores in 2000,  six new stores in 1999,  and seven new stores in
1998.  Underperforming  stores are generally closed upon lease termination.  The
Company closed 45 underperforming  stores in 2000, six underperforming stores in
1999 and three underperforming stores in 1998.

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

Impact of Inflation

     In recent  years,  the  impact of  inflation  on the  Company's  results of
operations has been  insignificant.  As operating  expenses have increased,  the
Company has been unable, due to competitive pressure, to recover these increases
in costs by  increasing  prices over time.  Future  results of the Company  will
depend on, among other  things,  the  competitive  environment,  the  prevailing
economic climate and the ability of the Company to adapt to these conditions.

Seasonality

     The Company's  business is seasonal with approximately 38% of the Company's
annual revenues being generated during the back-to-school selling season in July
and August and the Christmas selling season of


                                       15
<PAGE>

November and December. In addition, the Company's performance, like that of many
other  retailers,  is sensitive to the overall U.S.  economy and economic cycles
and related  economic  conditions  that influence  consumer  trends and spending
patterns.

New Accounting Developments

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities,"  effective for fiscal years  beginning  after June 15,
2000. The Company does not  participate  in the use of derivatives  and does not
believe this pronouncement will impact its financial presentation.

Foreign Operations

     Because  none of the  Company's  stores have been  located  outside  Texas,
Louisiana, Mississippi, Arkansas and Alabama during the last three fiscal years,
the Company has received no revenues from  external  customers  attributable  to
foreign countries except for certain revenues  received from customers  visiting
the Company's stores from foreign countries,  the amount of which revenues it is
impracticable  for the Company to  determine  and which the Company  believes is
immaterial to the Company's  sales. All of the Company's  long-lived  assets are
currently located in the United States.

Forward-Looking Statements

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

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

Item 8.  Financial Statements and Supplementary Data


                                       16
<PAGE>

                        Report of Independent Accountants

To the Board of Directors and Stockholders of
Weiner's Stores, Inc.

We have audited the  accompanying  consolidated  balance  sheets and the related
consolidated  statements of operations,  stockholders'  equity and cash flows of
Weiner's  Stores,  Inc. and its  subsidiaries  (the "Company") as of February 3,
2001 and January 29, 2000,  and the results of their  operations  and their cash
flows for each of the three fiscal  years in the period ended  February 3, 2001,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.  These  financial  statements  are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  of these  statements  in  accordance  with  auditing
standards  generally  accepted in the United States,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.

The accompanying  financial statements have been prepared assuming that Weiner's
Stores,  Inc. will continue as a going concern.  As more fully described in Note
1, the Company has  incurred  recurring  operating  losses and filed a voluntary
petition  for relief under  Chapter 11 of Title 11 of the United  States Code in
United States  Bankruptcy  Court for the District of Delaware.  These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 1. The financial  statements do not include any  adjustments to reflect the
possible future effects on the  recoverability  and  classification of assets or
the amounts and  classification  of liabilities that may result from the outcome
of this uncertainty.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Weiner's Stores,
Inc.  and  subsidiaries  as of  February  3, 2001 and  January  29, 2000 and the
consolidated  results of their  operations  and cash flows for each of the three
fiscal years in the period then ended in conformity with  accounting  principles
generally accepted in the United States.

As discussed in Note 1 to the  consolidated  financial  statements,  the Company
changed its method of accounting  for layaway sales at the beginning of the year
ended February 3, 2001.


Ernst & Young LLP


Houston, Texas
March 16, 2001


                                       17
<PAGE>

    WEINER'S STORES, INC. (DEBTOR-IN-POSSESSION) CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                   February 3,           January 29,
                                                                                      2001                  2000
                                                                                  ------------          ------------
<S>                                                                               <C>                   <C>
ASSETS
Current Assets:
  Cash                                                                            $  5,607,000          $  3,336,000
  Receivables                                                                          841,000             1,100,000
  Merchandise inventories, net                                                      50,822,000            57,293,000
  Prepaid expenses                                                                   3,459,000             3,287,000
                                                                                  ------------          ------------
     Total current assets                                                           60,729,000            65,016,000
                                                                                  ------------          ------------
Property and Equipment:
  Land                                                                                 258,000               258,000
  Building                                                                           1,996,000             1,996,000
  Furniture, fixtures and leasehold improvements                                    28,785,000            26,759,000
                                                                                  ------------          ------------
     Total                                                                          31,039,000            29,013,000
  Less accumulated depreciation and amortization                                   (10,630,000)           (7,967,000)
                                                                                  ------------          ------------
     Total property and equipment, net                                              20,409,000            21,046,000
                                                                                  ------------          ------------
Excess Reorganization Value, less accumulated amortization of $799,000                    --               3,612,000
                                                                                  ------------          ------------
                                                                                  $ 81,138,000          $ 89,674,000
                                                                                  ============          ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Trade accounts payable                                                          $ 10,233,000          $ 21,592,000
  Accrued expenses and other current liabilities                                     6,383,000             7,841,000
                                                                                  ------------          ------------
    Total current liabilities                                                       16,616,000            29,433,000
Deferred Taxes                                                                         397,000               397,000
Long-Term Debt under pre-petition credit facility                                         --              10,000,000
Long-Term Debt under 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, $0.01 par value, 50,000,000 shares authorized,
    19,000,000 shares issued                                                           190,000               190,000
  Additional paid-in capital                                                        63,664,000            63,664,000
  Accumulated deficit                                                              (45,743,000)          (14,010,000)
  Treasury stock, at cost, 523,170 shares in both years                                   --                    --
                                                                                  ------------          ------------
    Total stockholders' equity                                                      18,111,000            49,844,000
                                                                                  ------------          ------------
                                                                                  $ 81,138,000          $ 89,674,000
                                                                                  ============          ============
</TABLE>

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


                                       18
<PAGE>

WEINER'S STORES, INC. (DEBTOR-IN-POSSESSION) CONSOLIDATED STATEMENTS OF
OPERATIONS

<TABLE>
<CAPTION>
                                                                                 Year               Year               Year
                                                                                Ended              Ended              Ended
                                                                           February 3, 2001  January 29, 2000    January 30, 1999
                                                                           ----------------  ----------------    ----------------
<S>                                                                         <C>                <C>                <C>
Net sales                                                                   $ 248,258,000      $ 276,843,000      $ 260,908,000
Leased department revenues                                                        792,000               --                 --
                                                                            -------------      -------------      -------------
Net revenues                                                                  249,050,000        276,843,000        260,908,000
Cost of goods sold                                                            165,491,000        187,423,000        174,750,000
                                                                            -------------      -------------      -------------
Gross margin                                                                   83,559,000         89,420,000         86,158,000
Selling, administrative and other operating costs                              92,212,000         91,446,000         90,137,000
Reorganization expense                                                         11,755,000               --                 --
Store closing costs                                                             8,851,000               --                 --
                                                                            -------------      -------------      -------------
Operating loss                                                                (29,259,000)        (2,026,000)        (3,979,000)
Interest expense                                                               (2,180,000)        (1,107,000)        (1,013,000)
Interest income                                                                      --                 --                 --
                                                                            -------------      -------------      -------------
Loss before income taxes                                                      (31,439,000)        (3,133,000)        (4,992,000)
Income tax                                                                           --                 --                 --
                                                                            -------------      -------------      -------------
Loss before cumulative effect adjustment                                      (31,439,000)        (3,133,000)        (4,992,000)
Cumulative effect adjustment net of tax                                          (294,000)              --                 --
                                                                            -------------      -------------      -------------
Net loss                                                                    $ (31,733,000)     $  (3,133,000)     $  (4,992,000)
                                                                            =============      =============      =============
Earnings per share of common stock:
Loss before cumulative effect adjustment per share of common stock          $       (1.69)     $       (0.17)     $       (0.26)
Cumulative effect of accounting change per share of common stock                    (0.02)              --                 --
                                                                            -------------      -------------      -------------
Net loss per share of common stock                                          $       (1.71)     $       (0.17)     $       (0.26)
                                                                            =============      =============      =============
Weighted average number of shares of common stock outstanding                  18,509,710         18,483,729         18,869,208
                                                                            =============      =============      =============
</TABLE>

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


WEINER'S STORES, INC. (DEBTOR-IN-POSSESSION) CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                           Common       Additional     Accumulated      Treasury
                                                            Stock    Paid-In Capital     Deficit          Stock          Total
                                                        ------------   ------------   ------------    ------------   ------------
<S>                                                     <C>            <C>            <C>                      <C>   <C>
Balances at February 1, 1998                            $    190,000   $ 63,664,000   $ (5,885,000)   $       --     $ 57,969,000
  Treasury stock of 523,170 shares revested on
    November 1, 1998                                            --             --             --              --             --
  Net loss                                                      --             --       (4,992,000)           --       (4,992,000)
                                                        ------------   ------------   ------------    ------------   ------------
Balances at January 30, 1999                            $    190,000   $ 63,664,000   $(10,877,000)   $       --     $ 52,977,000
  Net loss                                                      --             --       (3,133,000)           --       (3,133,000)
                                                        ------------   ------------   ------------    ------------   ------------
Balances at January 29, 2000                            $    190,000   $ 63,664,000   $(14,010,000)   $       --     $ 49,844,000
  Net loss                                                      --             --      (31,733,000)           --      (31,733,000)
                                                        ------------   ------------   ------------    ------------   ------------
Balances at February 3, 2001                            $    190,000   $ 63,664,000   $(45,743,000)   $       --     $ 18,111,000
                                                        ============   ============   ============    ============   ============
</TABLE>

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


                                       19
<PAGE>

WEINER'S STORES, INC. (DEBTOR-IN-POSSESSION) CONSOLIDATED STATEMENTS OF CASH
FLOWS

<TABLE>
<CAPTION>
                                                                              Year               Year                 Year
                                                                             Ended              Ended                Ended
                                                                       February 3, 2001    January 29, 2000     January 30, 1999
                                                                       ----------------    ----------------     ----------------
<S>                                                                      <C>                 <C>                 <C>
Cash Flows From Operating Activities:
    Net loss                                                             $(31,733,000)       $ (3,133,000)       $ (4,992,000)
    Adjustment to reconcile net loss to
       net cash (used in) provided by operating activities:
        Depreciation and amortization                                       4,376,000           3,977,000           4,079,000
        Reorganization expense                                              9,816,000                --                  --
        Store closing expense                                               4,204,000                --                  --
        Loss on disposition of assets                                           5,000              36,000               4,000
        Change in deferred taxes                                                 --                  --               (53,000)
        Change in other                                                      (864,000)             (7,000)            174,000
        Net change in current assets and liabilities                       12,656,000          (4,636,000)          9,699,000
                                                                         ------------        ------------        ------------
            Total adjustments                                              30,193,000            (630,000)         13,903,000
                                                                         ------------        ------------        ------------
    Net cash (used in) provided by operating activities                    (1,540,000)         (3,763,000)          8,911,000
                                                                         ------------        ------------        ------------

Cash Flows From Investing Activities:
    Capital expenditures                                                   (6,883,000)         (6,077,000)         (4,380,000)
    Proceeds on disposition of assets                                            --                  --                71,000
                                                                         ------------        ------------        ------------
        Net cash used in investing activities                              (6,883,000)         (6,077,000)         (4,309,000)
                                                                         ------------        ------------        ------------

Cash Flows From Financing Activities:
    Proceeds from debtor-in-possession credit facility                     20,694,000                --                  --
    Net (payment) borrowings under revolving credit facility              (10,000,000)          6,000,000          (1,000,000)
                                                                         ------------        ------------        ------------
    Net cash provided by (used in) financing activities                    10,694,000           6,000,000          (1,000,000)
                                                                         ------------        ------------        ------------
Net increase (decrease) in cash                                             2,271,000          (3,840,000)          3,602,000
Cash, beginning of period                                                   3,336,000           7,176,000           3,574,000
                                                                         ------------        ------------        ------------
Cash, end of period                                                      $  5,607,000        $  3,336,000        $  7,176,000
                                                                         ============        ============        ============
</TABLE>

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

WEINER'S STORES,  INC.  (DEBTOR-IN-POSSESSION)  NOTES TO CONSOLIDATED  FINANCIAL
STATEMENTS

1    Organization and Summary of Significant Accounting Policies

     Weiner's Stores, Inc. (the "Company") operates,  as of February 3, 2001, 97
retail stores in Texas,  Louisiana,  Mississippi and Alabama.  The  consolidated
financial  statements  include the  accounts of the Company and its wholly owned
subsidiary.  All significant  inter-company  balances and transactions have been
eliminated.

     On October 16, 2000 (the "Petition Date"), the Company filed a petition for
reorganization  under Chapter 11 ("Chapter 11") of Title 11 of the United States
Code ("Bankruptcy  Code") in the United States Bankruptcy Court for the District
of  Delaware  ("Court"  or  "Bankruptcy  Court").  The  Chapter 11 case is being
administered  by  the  Court,  with  the  Company  managing  its  business  as a
debtor-in-possession  subject to Court approval for certain  actions the Company
takes.

     Under the Chapter 11 proceedings, actions by creditors to collect claims in
existence at the Petition Date ("prepetition") are stayed  ("deferred"),  absent
specific Court authorization to pay such claims,  while the Company continues to
manage  its  business  as a  debtor-in-possession.  These  financial  statements
include  adjustments  and  reclassifications  that have been made to reflect the
liabilities  which have been deferred  under the Chapter 11  proceedings.  Those
noncurrent  liabilities  which have been  deferred are expected to be settled as
part of a plan or plans of  reorganization  and are  classified  as  liabilities
subject to settlement under reorganization proceedings. As of March 16, 2001, no
plan of  reorganization  has been  submitted  to the  Court.  Other  prepetition
liabilities  have been approved by the Court for payment in the ordinary  course
of business and


                                       20
<PAGE>

are included in the appropriate  liability caption on the balance sheet. Various
accounting and business  practices have also been adopted that are applicable to
companies operating under Chapter 11. For instance,  interest expense is accrued
only for debt which is currently believed to be fully secured.  Some significant
executory contracts have been rejected and additional executory contracts may be
rejected or renegotiated during the Chapter 11 proceedings.

     The  Company  believes  appropriate   provisions  have  been  made  in  the
accompanying  financial  statements for prepetition claims which are recorded as
liabilities  subject  to  settlement  under  reorganization  proceedings,  which
include  claims  associated  with the rejection of certain  store leases,  trade
accounts  payable as of the  Petition  Date and  prepetition  general  liability
claims.  The amounts of the claims filed by some claimants may be  significantly
in excess of the related liabilities recorded by the Company.

     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the ordinary course of business.  The Company's operating losses,
and filing for reorganization  described above raise substantial doubt about its
ability to continue as a going concern.

     The  financial  statements do not include any  adjustments  relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be necessary as a consequence of the
bankruptcy  proceedings  or should the  Company be unable to continue as a going
concern.  The  appropriateness  of using the going  concern  basis for a company
operating  under  Chapter 11 of the  Bankruptcy  Code is dependent  upon several
factors,  including  the success of future  operations,  the ability to generate
sufficient  cash from  operations  and  financing to meet its  obligations  and,
eventually, the confirmation of a plan of reorganization.

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

     The previous discussion provides general background  information  regarding
the  Chapter  11 case  but is not  intended  to be an  exhaustive  summary.  For
additional  information  regarding the effect on the Company reference should be
made to the Bankruptcy Code.

Use of Estimates

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

Fiscal Year

     The Company's  fiscal year ends on the Saturday  nearest  January 31 of the
following  calendar  year.  Fiscal  year 2000  contained  53 weeks,  fiscal 1999
contained 52 weeks and fiscal year 1998 contained 52 weeks.

Cash

     Cash includes temporary  investments in short-term securities with original
maturities of three months or less.

Merchandise Inventories

     Merchandise  inventories  are  stated  at the lower of cost  (applied  on a
first-in,  first-out basis using the retail inventory  method) or market.  Trade
and purchase discounts are recorded as a reduction in inventory cost


                                       21
<PAGE>

in the  period  in which  the  merchandise  is  received.  Certain  general  and
administrative  costs  associated  with both the buying and the  distribution of
merchandise  from  the  distribution  center  to  the  stores  are  included  in
inventory.  These costs were  approximately  $2,144,000  at February 3, 2001 and
$2,400,000 at January 29, 2000.

Property and Equipment

     Property and equipment  were restated at  approximate  fair market value at
August 26, 1997.  Additions  subsequent to August 26, 1997 are recorded at cost.
Depreciation  is  provided  using  the  150%  declining-balance  method  on  the
distribution  center and office  facility  based on an average life of 28 years.
Equipment  is  depreciated  using the  straight-line  method based on an average
useful  life  of ten  years.  Store  fixtures  and  leasehold  improvements  are
amortized  using the  straight-line  method over the shorter of their  estimated
useful life of ten years or the term of the lease.  Expenditures for maintenance
and  repairs  are  charged  to  operations  as  incurred,   while  renewals  and
betterments are capitalized.  Long-lived assets are reviewed for impairment upon
occurrence of events or changes in circumstances that indicate that the carrying
value  of  these  long-lived  assets  may not be  recoverable,  as  measured  by
comparing  the  assets'  net  book  value to the  estimated  future  cash  flows
generated by their use.  Impaired  assets which are held for use are recorded at
the lesser of their carrying value or fair value. Software is capitalized with a
useful life of five years.

Excess Reorganization Value

     Excess  reorganization  value  represents  the  adjustment of the Company's
balance  sheet  for  reorganization  value in  excess of  amounts  allocable  to
identifiable  assets as it relates to the Company's  emergence from its previous
Chapter 11 reorganization on August 26, 1997. The Company periodically  reviews,
whether events or circumstances have occurred that may impact the recoverability
of excess  reorganization  value. Based on the Company's October 16, 2000 filing
for Chapter 11  reorganization,  the Company believes that this intangible asset
would not be recoverable and thus has written-off such asset.

Income Taxes

     Deferred income taxes reflect the future tax  consequences  attributable to
temporary differences between the Company's assets and liabilities for financial
reporting and income tax  purposes,  using income tax rates in effect during the
periods  presented.  The  effect of a change  in  existing  income  tax rates is
recognized in the income tax provision in the period that includes the enactment
date.

Earnings per Share of Common Stock

     Earnings  per share of common  stock is computed as net loss divided by the
weighted average number of shares of common stock outstanding during the period.
There is no  difference  between basic and dilutive  earnings per share,  as the
inclusion of options to purchase  968,000  shares of common stock in fiscal 2000
and  1,615,000  shares  of  common  stock  in  fiscal  1999  would  have  had an
anti-dilutive effect.

Fair Value of Financial Instruments

     The  Company's  financial  instruments  include  cash,  receivables,  trade
accounts  payable and long-term  debt. The fair values of cash,  receivables and
trade  accounts  payable  approximate  recorded  amounts  as a  result  of their
short-term  nature.  The fair value of long-term debt  approximates its recorded
amount due to the floating interest rate.

Advertising

     The Company expenses  advertising  costs when the event advertised  occurs.
Advertising  expense,  included in selling,  administrative  and other operating
costs in the accompanying consolidated statements of operations, was $14,672,000
for fiscal 2000, $13,081,000 for fiscal 1999 and $13,415,000 for fiscal 1998.


                                       22
<PAGE>

Revenue Recognition Policy

     The Staff of the  Securities  and  Exchange  Commission  has  issued  Staff
Accounting Bulletin No, 101, "Revenue Recognition in Financial Statements" ("SAB
101"), effective for fiscal years beginning after December 15, 1999. The Company
has  implemented  all  provisions of SAB 101,  including the treatment of leased
department and layaway sales,  effective for fiscal 2000,  beginning January 30,
2000.  In relation to the adoption of SAB 101, the Company  recorded  during the
first quarter of 2000 a cumulative  effect adjustment for a change in accounting
in the amount of $294,000 and recognized  additional gross revenues of $851,000.
These  one-time  adjustments  were  necessary  to  correctly  account  for those
layaways held as accounts receivable at the end of fiscal year 1999.

Recent Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities",  effective for fiscal years  beginning  after June 15,
2000. The Company does not  participate  in the use of derivatives  and does not
believe this pronouncement will impact its financial presentation.

Reclassifications

     Certain prior year balances  have been  reclassified  to conform to current
year presentation.

2    Long-Term Debt

     On October 16, 2000, in conjunction with the Company's filing under Chapter
11, the Company entered into a two-year, $35,000,000 Debtor-in-Possession Credit
Agreement (the "DIP Credit Agreement") which includes a $15,000,000 sub-facility
for the issuance of letters of credit.  The DIP Credit  Agreement is a revolving
credit facility that is secured by  substantially  all of the Company's  assets.
The DIP  Credit  Agreement  provides  that  proceeds  may be used  solely in the
ordinary course of business and for other general corporate  purposes during the
Company's Chapter 11 reorganization proceedings. Borrowings under the DIP Credit
Agreement bear interest at the reference rate  thereunder  plus 0.75% or, at the
option of the Company, the Eurodollar Rate thereunder plus 2.75%. On December 6,
2000, the Court issued the final order approving the DIP Credit Agreement.

     At  February  3,  2001,  the  Company  had   approximately   $5,832,000  of
availability  under  the DIP  Credit  Agreement  after  considering  outstanding
letters of credit of approximately $4,934,000 and borrowings of $20,694,000. The
Company  may prepay  amounts  outstanding  under the  working  capital  facility
without penalty.

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

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


                                       23
<PAGE>

     Cash  interest  paid was  approximately  $2,392,000  during the fiscal year
2000, $951,000 during fiscal year 1999 and $925,000 during fiscal year 1998.

3    Accrued Expenses

     Accrued expenses consisted of the following:

                                                February 3,      January 29,
                                                    2001            2000
                                                 ----------      ----------

     Payroll and related benefits                $1,110,000      $1,706,000
     Taxes other than income taxes                  598,000       1,308,000
     Rent and other related costs                   286,000       1,943,000
     Restructuring costs                          1,489,000            --
     Layaway deposits and payments                1,092,000            --
     Other                                        1,808,000       2,884,000
                                                 ----------      ----------
        Total                                    $6,383,000      $7,841,000
                                                 ==========      ==========

4    Statements of Cash Flows

     The  net  change  in  current  assets  and  liabilities  reflected  in  the
consolidated statements of cash flows was as follows:

<TABLE>
<CAPTION>
                                                               Year                 Year                   Year
                                                               Ended                Ended                  Ended
                                                            February 3,           January 29,           January 30,
                                                               2001                  2000                  1999
                                                           ------------          ------------          ------------
<S>                                                        <C>                   <C>                   <C>
Increase (decrease) in cash:
    Receivables                                            $    982,000          $   (111,000)         $     95,000
    Merchandise inventories                                   5,911,000            (2,765,000)           (4,297,000)
    Prepaid expenses                                           (132,000)             (907,000)              757,000
    Trade accounts payable                                    8,843,000               577,000            11,703,000
    Accrued expenses and other current liabilities           (2,948,000)           (1,430,000)            1,441,000
                                                           ------------          ------------          ------------
                                                           $ 12,656,000          $ (4,636,000)         $  9,699,000
                                                           ============          ============          ============
</TABLE>

5    Leases

     The Company leases store locations under operating lease agreements,  which
expire at varying dates through 2011.  Most of the store leases include  renewal
options  for an  additional  five to ten years,  and  require the Company to pay
taxes,  insurance  and  certain  common  area  maintenance  costs in addition to
specified  minimum  rents.  Most of the store leases also require the payment of
contingent  rent based upon  specified  percentages of sales in excess of a base
amount.

     Under its Chapter 11  proceedings  (see Note 1), 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 obligation to perform  further under the contract or lease but is subject to
a claim of damages for the breach  thereof.  Therefore,  the  commitments  shown
below may not reflect the actual cash outlay in the future.


                                       24
<PAGE>

     Total rent expense for all operating leases was as follows:

                                Year                Year               Year
                               Ended               Ended              Ended
                          February 3, 2001   January 29, 2000   January 30, 1999
                          ----------------   ----------------   ----------------
Minimum rentals             $11,183,000        $11,003,000        $10,186,000
Contingent rentals              399,000            422,000            427,000
                            -----------        -----------        -----------
Total                       $11,582,000        $11,425,000        $10,613,000
                            ===========        ===========        ===========

     At  February  3,  2001,   future   minimum   rental   payments   under  all
non-cancelable  operating  leases with initial or  remaining  lease terms of one
year or more were as follows:

Fiscal Year
2001                          $  8,346,000
2002                             7,417,000
2003                             6,646,000
2004                             5,038,000
2005                             3,592,000
Thereafter                       6,409,000
                              ------------
     Total                    $ 37,448,000
                              ============

6    Income Taxes

     A  reconciliation  of the  Company's  effective tax rate with the statutory
federal income tax rate is as follows:

<TABLE>
<CAPTION>
                                               Year                Year               Year
                                              Ended               Ended              Ended
                                         February 3, 2001   January 29, 2000   January 30, 1999
                                         ----------------   ----------------   ----------------
<S>                                           <C>                <C>                <C>
     Expense (benefit) at statutory rate      (34.0)%            (34.0)%            (34.0)%
     Operating losses not providing
        current benefit                        34.0               34.0               34.0
     Operating loss carryforwards              --                 --                 --
                                              -----              -----              -----
     Effective rate                            --                 --                 --
                                              =====              =====              =====
</TABLE>

     Deferred tax assets and  liabilities  and the related  valuation  allowance
were as follows:

<TABLE>
<CAPTION>
                                                          February 3,     January 29,
                                                             2001            2000
                                                         ------------    ------------
<S>                                                      <C>             <C>
     Deferred tax liabilities - depreciation and other   $  1,040,000    $  1,143,000
                                                         ------------    ------------
     Deferred tax assets:
       Operating loss carryforwards                        22,392,000      15,442,000
       Targeted jobs credit carryforward                      779,000         779,000
       Accrued expenses and other                           3,190,000         830,000
                                                         ------------    ------------
                                                           26,361,000      17,051,000
     Valuation allowance                                  (25,718,000)    (16,305,000)
                                                         ------------    ------------
     Deferred income taxes, net                          $    397,000    $    397,000
                                                         ============    ============
</TABLE>

     The valuation  allowance reduces deferred tax assets to the amount that the
Company believes is most likely to be realized.  The Company has determined that
a  $25,718,000,  valuation  allowance at February 3, 2001 is necessary to reduce
the  deferred  tax  assets  to the  amount  that will  more  likely  than not be
realized. The $9,413,000 increase in the valuation allowance in the current year
is the result of current year net operating  losses,  which may not be realized.
At February 3, 2001,  the Company  had  federal  income tax net  operating  loss
("NOL")  carryforwards of approximately  $65,859,000.  The NOL and targeted jobs
credit carryforwards expire in various years through 2020.


                                       25
<PAGE>

     Due  to  the  Company's  filing  under  Chapter  11 of  the  United  States
Bankruptcy Code on October 16, 2000, some uncertainty exists as to the Company's
tax  attributes,  including  its NOLs.  If the  Company is  unsuccessful  in its
reorganization or is liquidated, all of the tax attributes will be extinguished.
Even upon a successful  reorganization,  the tax attributes  could be reduced to
the  extent  that  cancellation  of  indebtedness  ("COI")  income is  realized.
Additionally,  tax attributes  remaining  after the application of the COI rules
are subject to limitation  on  utilization  rules.  The federal tax code imposes
limitations on the  utilization of tax  attributes,  such as NOL  carryforwards,
after certain changes in the ownership of a loss company.  The Company is a loss
company.

     The  amount of the NOL  carryforwards  and  certain  other  tax  attributes
available to the Company as of August 26, 1997 (the date the Company  emerged by
court order from its previous Chapter 11 filing) were reduced substantially,  to
approximately $31,000,000, based on the limitations stated above. The income tax
benefit,  if any, resulting from any future realization of the NOL carryforwards
existing as of August 26, 1997 will be credited to additional paid-in capital.

7    Employee Benefit Plans

     The Company  sponsors  the  Weiner's  Stores,  Inc.  401(k) Plan, a defined
contribution  plan.  This plan allows  participants  to defer up to 15% of their
income.  Company  contributions are at the discretion of the Board of Directors.
No  contributions  were made by the Company in the fiscal years  currently being
reported.

     The Company also  sponsored the Weiner's  Stores,  Inc.  Employees'  Profit
Sharing Plan.  The Board of Directors  resolved that it was in the best interest
of the Company to terminate  this Profit  Sharing Plan,  effective  December 31,
1998.  The  Company  made no  contribution  in  fiscal  years  2000 and 1999 and
contributed $5,000 in fiscal year 1998.

     On August 5, 1999, at a special meeting of  stockholders,  the stockholders
approved the Company's 1999 Stock  Incentive  Plan (the "1999 Stock Plan").  The
Company's  1997 Stock  Incentive Plan (the "1997 Stock Plan") and the 1999 Stock
Plan are accounted for using the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related  interpretations,  under which no compensation cost has been recognized.
Had  compensation  cost  for  this  plan  been  determined  consistent  with the
provisions of Statement of Financial  Accounting  Standards No. 123, "Accounting
for Stock Based Compensation," there would have been no changes to the Company's
reported  net loss per share of common  stock of $1.71 as of  February  3, 2001,
$0.17 as of January  29,  2000 and $0.26 as of January 30,  1999.  The  weighted
average  fair value of options  granted was  estimated to be zero on the date of
grant using the Black-Scholes option pricing model with the assumptions that the
risk-free  interest rate was 4.5%,  price volatility was 0.001% and the expected
term of the options was 2.5 years and no dividends were expected.

     The effect on fiscal 2000, fiscal 1999 and fiscal 1998 pro forma net income
and net income per share of common stock of expensing the  estimated  fair value
of stock  options is not  necessarily  representative  of the effect on reported
earnings  in future  years due to the  vesting  period of stock  options and the
potential for issuance of additional stock options in future years.

     Under the 1997 Stock Plan and the 1999 Stock Plan, a committee of the Board
of Directors may grant options to key employees to purchase  common stock at not
less than the fair market value at the date of the grant. These options shall be
exercisable  at such time or times and subject to such terms and  conditions  as
shall be determined by the Board of Directors or such  committee,  provided that
no stock  option shall be  exercisable  later than 10 years after the date it is
granted.  Further,  the 1997 Stock Plan  provides that the Board of Directors or
such  committee  may grant stock  awards  consisting  of common  stock issued or
transferred to  participants  as additional  compensation  with or without other
payments to the  Company.  The 1997 Stock Plan allows the Board of  Directors to
grant  options and awards up to the plan limit of 1,400,000  shares and the 1999
Stock Plan allows the Board of Directors  to grant  options up to the plan limit
of  1,000,000  shares.  If not  exercised,  these  options  revert  back  to the
respective stock plans and can be reissued as new options. The number of options
available  to be  granted  under the 1997  Stock  Plan and the 1999  Stock  Plan
(collectively, the "Stock Plans") as of February 3, 2001 was 429,000 and 603,000
respectively.


                                       26
<PAGE>

A summary  of  options  granted  under the Stock  Plans at  February  3, 2001 is
presented below:

                                                                  Weighted
                                                     Option        Average
                                                     Shares    Exercise Price
                                                   ----------  --------------
     Outstanding, January 31, 1998                    898,500    $     1.15
     Granted                                           51,500          1.00
     Forfeited                                         (4,500)         1.15
                                                   ----------    ----------
     Outstanding, January 30, 1999                    945,500    $     1.14
                                                   ==========    ==========
     Exercisable, January 30, 1999                    534,366    $     1.15
                                                   ==========    ==========


                                                                  Weighted
                                                     Option        Average
                                                     Shares    Exercise Price
                                                   ----------  --------------
     Outstanding, January 30, 1999                    945,500    $     1.14
     Granted                                          890,000          0.87
     Forfeited                                       (220,500)         1.11
                                                   ----------    ----------
     Outstanding, January 29, 2000                  1,615,000    $     1.00
                                                   ==========    ==========
     Exercisable, January 29, 2000                    718,174    $     1.09
                                                   ==========    ==========


                                                                  Weighted
                                                     Option        Average
                                                     Shares    Exercise Price
                                                   ----------  --------------
     Outstanding, January 29, 2000                  1,615,000    $     1.00
     Granted                                          214,000          0.31
     Forfeited                                       (861,000)         0.96
                                                   ----------    ----------
     Outstanding, February 3, 2001                    968,000    $     0.88
                                                   ==========    ==========
     Exercisable, February 3, 2001                    394,994    $     1.13
                                                   ==========    ==========


     The  Company  has  employment  agreements  with each of its two most senior
officers,  which  prescribe a minimum base salary and severance  payments if the
executives  are  terminated  for any reason other than cause,  including if they
resign for good reason.  Further,  the Company has entered into  agreements with
key employees in an effort to retain continuity for a meaningful period of time.
In addition,  the Company,  with respect to certain of its officers  (other than
the two most senior  officers)  and key  employees  and without  altering  their
employment-at-will status, has provided for a separation payment equal to six to
12 months  base  salary in the event of  termination  for any reason  other than
cause.  If all  officers  and  key  employees,  including  the two  most  senior
officers,  were terminated,  the Company's estimated maximum aggregate severance
payment obligations would be approximately $881,000.

8    Stockholders' Equity

     At both February 3, 2001 and January 29, 2000,  50,000,000 shares of common
stock,  $0.01 par value per share,  were  authorized and 19,000,000  shares were
issued. The Company had 18,509,710 shares outstanding at February 3, 2001 and at
January  29,  2000.  As a result of the  Chapter 11  proceedings,  the rights of
stockholders and the value of equity securities in place as of the Petition Date
may  be  diluted  or  canceled   pursuant  to  a  confirmed  plan  or  plans  of
reorganization.

9    Reorganization Expense and Store Closing Costs

     In  connection  with the  Chapter 11  proceedings,  the  Company  closed 44
underperforming  stores  and  incurred  an  $8,851,000  charge in  fiscal  2000,
including  $2,571,000  for the loss on the sale of  inventory  to a third  party
liquidator,  $1,729,000 for the continuing expenses of operating these locations
through  final  liquidation,  $3,309,000  for the  write-off of assets in the 44
closed stores,  $742,000 for the write down of inventory  capitalization related
to these stores and $250,000 for miscellaneous  going out of business  expenses.
The Company also incurred  approximately  $250,000 in store closing expenses for
the payment of severance and other  benefits due to those store  associates  who
were terminated.  These store closings ultimately resulted in the elimination of
approximately 1,000 positions.


                                       27
<PAGE>

     In fiscal 2000, the Company incurred $11,755,000 in reorganization  expense
attributable  to the filing under Chapter 11. This expense  includes  $4,856,000
for potential  lease rejection  claims for the 44 closed stores,  $3,397,000 for
the write-off of excess reorganization value,  $1,375,000 for professional fees,
$400,000 for severance payments, $827,000 for an employee retention plan adopted
in relation to the reorganization and $900,000 for miscellaneous items.

10   Liabilities Subject to Settlement Under Reorganization Proceedings

     The Court established the date ("Bar Date") of May 15, 2001 by which claims
must be filed.  Claims  subject to the order which are not filed by the Bar Date
are  barred  from  voting  upon or  receiving  distribution  under  any  plan of
reorganization of the Company unless the Court orders otherwise.

     Those liabilities which are ultimately  expected to be settled as part of a
plan of reorganization are classified as liabilities subject to settlement under
reorganization  proceedings  and include the following  estimates at February 3,
2001:

Trade accounts payable                             $ 18,265,000
Other, including costs of lease rejections            7,055,000
                                                   ------------
Total                                              $ 25,320,000
                                                   ============

     While management currently believes that it has made adequate provision for
the liabilities to be incurred in connection  with Chapter 11 claims,  including
executory  contracts and estimated  costs of lease  rejections,  there can be no
assurance  as  to  the  amount  of  the  ultimate   liabilities  on  a  plan  of
reorganization  or how such  liabilities  will be treated in a confirmed plan of
reorganization.

11   Quarterly Financial Data (Unaudited)

(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                         Fiscal Year Ended February 3, 2001
                                                            -------------------------------------------------------------
                                                              First        Second       Third        Fourth       Total
                                                            ---------    ---------    ---------    ---------    ---------
<S>                                                         <C>          <C>          <C>          <C>          <C>
Net sales                                                   $  66,207    $  62,478    $  64,791    $  54,782    $ 248,258
Gross profit                                                   24,067       20,698       20,953       17,841       83,559
Operating income (loss)                                           231       (4,450)     (22,153)      (2,887)     (29,259)
Net loss                                                    $    (460)   $  (4,998)   $ (22,855)   $  (3,420)   $ (31,733)
Weighted average number of shares of
     common stock outstanding                                  18,510       18,510       18,510       18,510       18,510
Loss per share before cumulative effect adjustment          $   (0.01)   $   (0.27)   $   (1.23)   $   (0.18)   $   (1.69)
Loss per share (a)                                          $   (0.02)   $   (0.27)   $   (1.23)   $   (0.18)   $   (1.71)

<CAPTION>
                                                                         Fiscal Year Ended January 29, 2000
                                                            -------------------------------------------------------------
                                                              First        Second       Third        Fourth       Total
                                                            ---------    ---------    ---------    ---------    ---------
<S>                                                         <C>          <C>          <C>          <C>          <C>
Net sales                                                   $  69,602    $  79,532    $  58,859    $  68,850    $ 276,843
Gross profit                                                   24,222       24,352       20,798       20,048       89,420
Operating income (loss)                                         2,243          881       (2,188)      (2,962)      (2,026)
Net income (loss)                                           $   2,033    $     463    $  (2,437)   $  (3,192)   $  (3,133)
Weighted average number of shares of
     common stock outstanding                                  18,477       18,487       18,497       18,477       18,484
Earnings (loss) per share (a)                               $    0.11    $    0.03    $   (0.13)   $   (0.17)   $   (0.17)
</TABLE>

(a)  The sum of the four  quarterly  earnings  (loss) per share amounts does not
     agree with the earnings  (loss) per share as  calculated  for the full year
     due to the fact  that the full year  calculation  uses a  weighted  average
     number of shares based on the sum of the four  quarterly  weighted  average
     numbers of shares divided by four quarters.


                                       28
<PAGE>

12   Commitments and Contingencies

     There are various suits and claims  against the Company that have arisen in
the ordinary course of business.  The total liability on these matters cannot be
determined with certainty.  However, in the opinion of management,  the ultimate
liability,  to the extent not otherwise provided for, will not materially impact
the  financial  statements  of the Company.  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  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

     Not applicable.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Item 11.  Executive Compensation

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Item 13.  Certain Relationships and Related Transactions

     Reference is made to the  information  responsive  to the Items  comprising
this Part III that is contained in the Company's  definitive proxy statement for
its 2001  Annual  Meeting  of  Stockholders,  which is  incorporated  herein  by
reference.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  Financial Statements, Financial Statement Schedules and Exhibits

     (1)  Financial Statements

                                                                           Page
                                                                           ----
     Report of Independent Accountants
     Consolidated Balance Sheets
     Consolidated Statements of Operations
     Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
     Consolidated Statements of Cash Flows
     Notes to Consolidated Financial Statements

     (2)  Financial Statement Schedules

          No  schedules  have  been  included  herein  because  the  information
     required to be submitted  has been included in the  Consolidated  Financial
     Statements  or  the  notes   thereto,   or  the  required   information  is
     inapplicable.

     (3)  Exhibits

          See the Exhibit  Index for a list of those  exhibits  filed  herewith,
     which includes and identifies  management  contracts and compensatory plans
     or arrangements  required to be filed as exhibits to this Form 10-K by Item
     601(b)(10) (iii) of Regulation S-K.


                                       29
<PAGE>

(b)  Reports on Form 8-K

     During the fourth quarter of fiscal 2000, the Company filed reports on Form
8-K on December 22, 2000 and January 22, 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 December 21, 2000
and January 22, 2001,  respectively,  to the United States Trustee in connection
with the Company's reorganization under Chapter 11.

(c)  Exhibit Index


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

3.1       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)

10.1      Registration  Rights Agreement  between the Company and Texas Commerce
          Bank,  N.A.,  dated  August 26, 1997  (incorporated  by  reference  to
          Exhibit 4.1 to the Company's  registration  statement on Form 10 filed
          April 14, 1998)

10.2+     Weiner's  Stores,  Inc. 1997 Stock  Incentive Plan  (including form of
          Incentive Stock Option  Agreement,  form of Nonqualified  Stock Option
          Agreement and form of Restricted  Stock  Agreement)  (incorporated  by
          reference  to  Exhibits  10.1,  10.2,  10.3 and 10.4 to the  Company's
          registration statement on Form 10 filed April 14, 1998)

10.3+     Weiner's  Stores,  Inc. 1999 Stock  Incentive Plan  (including form of
          Incentive Stock Option Agreement and form of Nonqualified Stock Option
          Agreement)  (incorporated by reference to Exhibits 10.2, 10.3 and 10.4
          to the Company's  annual report on Form 10-K for the fiscal year ended
          January 29, 2000)

10.4+     Agreement, dated December 10, 1999, between the Company and Michael S.
          Marcus  (incorporated  by reference  to Exhibit 10.6 to the  Company's
          annual report on Form 10-K for the fiscal year ended January 29, 2000)

10.5+     Employment  Agreement,  dated as of  February  1,  2000,  between  the
          Company and Raymond J. Miller  (incorporated  by  reference to Exhibit
          10.7 to the  Company's  annual report on Form 10-K for the fiscal year
          ended January 29, 2000)

10.6+     Employment  Agreement,  dated as of  February  1,  2000,  between  the
          Company and Joseph J. Kassa (incorporated by reference to Exhibit 10.8
          to the Company's  annual report on Form 10-K for the fiscal year ended
          January 29, 2000)

10.7+     Amendment No. 1 to Employment Agreement, dated as of June 28, 2000, to
          the Employment  Agreement,  dated as of February 1, 2000,  between the
          Company and Raymond J. Miller  (incorporated  by  reference to Exhibit
          10.2 to the  Company's  quarterly  report on Form 10-Q for the  fiscal
          quarter ended July 29, 2000)

10.8+     Amendment No. 1 to Employment Agreement, dated as of June 28, 2000, to
          the Employment  Agreement,  dated as of February 1, 2000,  between the
          Company and Joseph J. Kassa (incorporated by reference to Exhibit 10.3
          to the Company's  quarterly report on Form 10-Q for the fiscal quarter
          ended July 29, 2000)


                                       30
<PAGE>

10.9+     Amendment  No. 2 to  Employment  Agreement,  dated as of September 19,
          2000,  to the  Employment  Agreement  dated as of  February  1,  2000,
          between the Company and Raymond J. Miller, as amended (incorporated by
          reference to Exhibit 10.2 to the  Company's  quarterly  report on Form
          10-Q for the fiscal quarter ended October 28, 2000)

10.10+    Amendment  No. 2 to  Employment  Agreement,  dated as of September 19,
          2000,  to the  Employment  Agreement  dated as of  February  1,  2000,
          between the Company and Joseph J. Kassa, as amended  (incorporated  by
          reference to Exhibit 10.3 to the  Company's  quarterly  report on Form
          10-Q for the fiscal quarter ended October 28, 2000)

10.11*+   Amendment  No. 3 to  Employment  Agreement,  dated as of November  20,
          2000,  to the  Employment  Agreement  dated as of  February  1,  2000,
          between the Company and Raymond J. Miller, as amended

10.12*+   Amendment  No. 3 to  Employment  Agreement,  dated as of November  20,
          2000,  to the  Employment  Agreement  dated as of  February  1,  2000,
          between the Company and Joseph J. Kassa, as amended

10.13+    Weiner's  Stores,  Inc.  2000  Executive  Retention  Plan  dated as of
          September 19, 2000  (incorporated  by reference to Exhibit 10.4 to the
          Company's  quarterly  report on Form 10-Q for the fiscal quarter ended
          October 28, 2000)

10.14     Debtor-in-Possession  Revolving  Credit  Agreement,  dated October 16,
          2000,  among  the  Company,  the  lenders  party  thereto  and The CIT
          Group/Business  Credit,  Inc., as Agent  (incorporated by reference to
          Exhibit 10.5 to the  Company's  quarterly  report on Form 10-Q for the
          fiscal quarter ended October 28, 2000)

21.1      Subsidiaries of the Company (incorporated by reference to Exhibit 21.1
          to the  Company's  registration  statement  on Form 10 filed April 14,
          1998)

24.1*     Powers of Attorney

----------
*   Filed herewith

+   Management contracts or compensatory plans or arrangements


                                       31
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.


         April 16, 2001              By: /s/ Michael S. Marcus
         --------------                  --------------------------------
             (Date)                      Michael S. Marcus
                                         Vice President, Chief Financial
                                         Officer, Treasurer and Secretary

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on April 16, 2001.

           Signature                                   Title
           ---------                                   -----

    /s/ Raymond J. Miller*             Chairman of the Board and Chief Executive
--------------------------------       Officer (Principal Executive Officer)
       Raymond J. Miller


     /s/ Michael S. Marcus             Vice President, Chief Financial Officer,
--------------------------------       Treasurer and Secretary (Principal
       Michael S. Marcus               Financial and Accounting Officer)


    /s/ Herbert R. Douglas*            Director
--------------------------------
      Herbert R. Douglas


    /s/ Randall L. Lambert*            Director
--------------------------------
      Randall L. Lambert


        /s/ Gasper Mir*                Director
--------------------------------
          Gasper Mir


       /s/ F. Hall Webb*               Director
--------------------------------
         F. Hall Webb


*By: /s/ Michael S. Marcus
     ---------------------------
         Michael S. Marcus
         Attorney-in-Fact


                                       32
<PAGE>

                                  EXHIBIT INDEX

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

3.1       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)

10.1      Registration  Rights Agreement  between the Company and Texas Commerce
          Bank,  N.A.,  dated  August 26, 1997  (incorporated  by  reference  to
          Exhibit 4.1 to the Company's  registration  statement on Form 10 filed
          April 14, 1998)

10.2+     Weiner's  Stores,  Inc. 1997 Stock  Incentive Plan  (including form of
          Incentive Stock Option  Agreement,  form of Nonqualified  Stock Option
          Agreement and form of Restricted  Stock  Agreement)  (incorporated  by
          reference  to  Exhibits  10.1,  10.2,  10.3 and 10.4 to the  Company's
          registration statement on Form 10 filed April 14, 1998)

10.3+     Weiner's  Stores,  Inc. 1999 Stock  Incentive Plan  (including form of
          Incentive Stock Option Agreement and form of Nonqualified Stock Option
          Agreement)  (incorporated by reference to Exhibits 10.2, 10.3 and 10.4
          to the Company's  annual report on Form 10-K for the fiscal year ended
          January 29, 2000)

10.4+     Agreement, dated December 10, 1999, between the Company and Michael S.
          Marcus  (incorporated  by reference  to Exhibit 10.6 to the  Company's
          annual report on Form 10-K for the fiscal year ended January 29, 2000)

10.5+     Employment  Agreement,  dated as of  February  1,  2000,  between  the
          Company and Raymond J. Miller  (incorporated  by  reference to Exhibit
          10.7 to the  Company's  annual report on Form 10-K for the fiscal year
          ended January 29, 2000)

10.6+     Employment  Agreement,  dated as of  February  1,  2000,  between  the
          Company and Joseph J. Kassa (incorporated by reference to Exhibit 10.8
          to the Company's  annual report on Form 10-K for the fiscal year ended
          January 29, 2000)

10.7+     Amendment No. 1 to Employment Agreement, dated as of June 28, 2000, to
          the Employment  Agreement,  dated as of February 1, 2000,  between the
          Company and Raymond J. Miller  (incorporated  by  reference to Exhibit
          10.2 to the  Company's  quarterly  report on Form 10-Q for the  fiscal
          quarter ended July 29, 2000)

10.8+     Amendment No. 1 to Employment Agreement, dated as of June 28, 2000, to
          the Employment  Agreement,  dated as of February 1, 2000,  between the
          Company and Joseph J. Kassa (incorporated by reference to Exhibit 10.3
          to the Company's  quarterly report on Form 10-Q for the fiscal quarter
          ended July 29, 2000)

10.9+     Amendment  No. 2 to  Employment  Agreement,  dated as of September 19,
          2000,  to the  Employment  Agreement  dated as of  February  1,  2000,
          between the Company and Raymond J. Miller, as amended (incorporated by
          reference to Exhibit 10.2 to the  Company's  quarterly  report on Form
          10-Q for the fiscal quarter ended October 28, 2000)

10.10+    Amendment  No. 2 to  Employment  Agreement,  dated as of September 19,
          2000,  to the  Employment  Agreement  dated as of  February  1,  2000,
          between the Company and Joseph J. Kassa, as amended  (incorporated  by
          reference to Exhibit 10.3 to the  Company's  quarterly  report on Form
          10-Q for the fiscal quarter ended October 28, 2000)


                                       33
<PAGE>

10.11*+   Amendment  No. 3 to  Employment  Agreement,  dated as of November  20,
          2000,  to the  Employment  Agreement  dated as of  February  1,  2000,
          between the Company and Raymond J. Miller, as amended

10.12*+   Amendment  No. 3 to  Employment  Agreement,  dated as of November  20,
          2000,  to the  Employment  Agreement  dated as of  February  1,  2000,
          between the Company and Joseph J. Kassa, as amended

10.13+    Weiner's  Stores,  Inc.  2000  Executive  Retention  Plan  dated as of
          September 19, 2000  (incorporated  by reference to Exhibit 10.4 to the
          Company's  quarterly  report on Form 10-Q for the fiscal quarter ended
          October 28, 2000)

10.14     Debtor-in-Possession  Revolving  Credit  Agreement,  dated October 16,
          2000,  among  the  Company,  the  lenders  party  thereto  and The CIT
          Group/Business  Credit,  Inc., as Agent  (incorporated by reference to
          Exhibit 10.5 to the  Company's  quarterly  report on Form 10-Q for the
          fiscal quarter ended October 28, 2000)

21.1      Subsidiaries of the Company (incorporated by reference to Exhibit 21.1
          to the  Company's  registration  statement  on Form 10 filed April 14,
          1998)

24.1*     Powers of Attorney

----------
*   Filed herewith

+   Management contracts or compensatory plans or arrangements


                                       34