**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.   20549**

**FORM 10-Q**

**(Mark One)**

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

For the quarterly period ended               October 31, 2004     **               **

**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 Number         |   |   |   |   |   | 0-12188 |   |   |   |   |
|                                |        |        |        |        |        |         |        |        |        |        |

| **DEB SHOPS, INC.**                                    |
|--------------------------------------------------------|
|                                                        |
| (Exact name of registrant as specified in its charter) |

| Pennsylvania                    |   |   | 23-1913593          |   |
|---------------------------------|--------|--------|---------------------|--------|
|                                 |        |        |                     |        |
| (State or other jurisdiction of |   |   | (I.R.S. Employer    |   |
| incorporation or organization)  |   |   | Identification No.) |   |

| 9401 Blue Grass Road, Philadelphia, Pennsylvania |   |   | 19114      |   |
|--------------------------------------------------|--------|--------|------------|--------|
|                                                  |        |        |            |        |
| (Address of principal executive offices)         |   |   | (Zip Code) |   |

| (215) 676-6000                                       |   |
|------------------------------------------------------|--------|
|                                                      |        |
| (Registrant's telephone number, including area code) |   |

| Not Applicable                                                                 |
|--------------------------------------------------------------------------------|
|                                                                                |
| (Former name and address and former fiscal year, if changed since last report) |

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

| Yes**** | X |   | No**** |   |
|---------|---|--------|--------|--------|
|         |   |        |        |        |

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

| Yes**** | X |   | No**** |   |
|---------|---|--------|--------|--------|
|         |   |        |        |        |

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

| Common Stock, Par Value $.01 |   |   | 13,749,900                        |   |
|------------------------------|--------|--------|-----------------------------------|--------|
|                              |        |        |                                   |        |
| (Class)                      |   |   | (Outstanding at December 3, 2004) |   |

 

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**DEB SHOPS, INC. AND SUBSIDIARIES**

**I N D E X**

|       |   |   |                   |   |   |                                                             |   |   | **Page** |   |
|------------|--------|--------|------------------------|--------|--------|------------------------------------------------------------------|--------|--------|----------|--------|
|            |        |        |                        |        |        |                                                                  |        |   |          |        |
| PART I.    |   |   | Financial Information: |   |   |                                                             |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   | Item 1.                |   |   | Financial Statements (Unaudited)                                 |   |   |     |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   |                   |   |   | Consolidated Balance Sheets –                               |        |        |          |   |
|       |   |   |                   |   |   | October 31, 2004 and January 31, 2004                            |        |        | 1        |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   |                   |   |   | Consolidated Statements    of Operations – Three Months     |        |        |          |   |
|       |   |   |                   |   |   | and Nine Months Ended October 31, 2004 and October 31, 2003      |        |        | 2        |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   |                   |   |   | Consolidated Statements of Cash Flows –                     |        |        |          |   |
|       |   |   |                   |   |   | Nine Months Ended October 31, 2004 and October 31, 2003          |        |        | 3        |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   |                   |   |   | Notes to Consolidated Financial Statements –                |        |        |          |   |
|       |   |   |                   |   |   | October 31, 2004                                                 |        |        | 4-6      |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   | Item 2.                |        |        | Management’s Discussion and Analysis of Financial Condition |        |        |     |   |
|       |   |   |                   |        |        | and Results of Operations                                        |        |        | 7-11     |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   | Item 3.                |        |        | Quantitative and Qualitative Disclosures About                   |        |        |          |   |
|       |   |   |                   |        |        | Market Risk                                                      |        |        | 12       |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   | Item 4.                |        |        | Controls and Procedures                                          |        |        | 12       |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
| PART II.   |   |   | Other Information      |   |   |                                                             |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   | Item 6.                |        |        | Exhibits                                                         |        |        | 12       |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
|       |   |   |                   |   |   |                                                             |   |   |     |   |
| SIGNATURES |        |        |                   |        |        |                                                             |        |        | 13       |   |

 

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**DEB SHOPS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS**

|                                                                   |   |   | **October 31,****2004****(UNAUDITED)** |   |   | **January 31,****2004** |   |
|------------------------------------------------------------------------|--------|--------|----------------------------------------|--------|--------|-------------------------|--------|
|                                                                        |        |        |                                        |        |        |                         |   |
| **ASSETS**                                                             |   |   |                                   |   |   |                    |   |
| **Current Assets**                                                     |   |   |                                   |   |   |                    |   |
| Cash    and cash equivalents                                           |   | $      | 160,882,746                            |   | $      | 166,264,418             |   |
| Merchandise    inventories                                             |   |   | 22,850,226                             |   |   | 28,264,675              |   |
| Prepaid    expenses and other                                          |   |   | 4,906,121                              |   |   | 3,150,882               |   |
| Deferred    income taxes                                               |   |   | 1,260,191                              |   |   | 1,260,191               |   |
|                                                                   |   |        |                                        |        |        |                         |   |
| Total    current assets                                                |   |   |  189,899,284                      |   |   | 198,940,166             |   |
|                                                                   |   |   | ** **                             |   |   | ** **              |   |
| **Property, Plant and Equipment – at cost**                       |   |   | ** **                             |   |   | ** **              |   |
| Land                                                                   |   |   | 150,000                                |   |   | 150,000                 |   |
| Buildings                                                              |   |   | 2,365,697                              |   |   | 2,365,697               |   |
| Leasehold    improvements                                              |   |   | 41,419,945                             |   |   | 40,566,558              |   |
| Furniture    and equipment                                             |   |   | 16,697,395                             |   |   | 16,656,545              |   |
|                                                                   |   |        |                                        |        |        |                         |   |
|                                                                   |   |   | 60,633,037                             |   |   | 59,738,800              |   |
|                                                                   |   |   | ** **                             |   |   | ** **              |   |
| Less    accumulated depreciation and amortization                      |   |   | 44,216,932                             |   |   | 42,625,923              |   |
|                                                                   |   |        |                                        |        |        |                         |   |
| Net    property, plant and equipment                                   |   |   | 16,416,105                             |   |   | 17,112,877              |   |
|                                                                   |   |   | ** **                             |   |   | ** **              |   |
| **Other Assets**                                                       |   |   | ** **                             |   |   | ** **              |   |
| Deferred    income taxes                                               |   |   | 4,732,846                              |   |   | 4,732,846               |   |
| Other                                                                  |   |   | 1,712,223                              |   |   | 1,962,223               |   |
|                                                                   |   |        |                                        |        |        |                         |   |
| Total    other assets                                                  |   |   | 6,445,069                              |   |   | 6,695,069               |   |
|                                                                   |   |        |                                        |        |        |                         |   |
| Total    assets                                                        |   | $      | 212,760,458                            |   | $      | 222,748,112             |   |
|                                                                   |   |        |                                        |        |        |                         |   |
|                                                                   |   |   | ** **                             |   |   | ** **              |   |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**                          |   |   | ** **                             |   |   | ** **              |   |
| **Current Liabilities**                                                |   |   | ** **                             |   |   | ** **              |   |
| Trade    accounts payable                                              |   | $      | 20,047,046                             |   | $      | 26,523,559              |   |
| Accrued    expenses and other                                          |   |   | 10,947,804                             |   |   | 10,649,923              |   |
| Income    taxes payable                                                |   |   | —                                 |   |   | 2,010,234               |   |
|                                                                   |   |        |                                        |        |        |                         |   |
| Total    current liabilities                                           |   |   | 30,994,850                             |   |   | 39,183,716              |   |
|                                                                   |   |   | ** **                             |   |   | ** **              |   |
|                                                                   |   |   | ** **                             |   |   | ** **              |   |
|                                                                   |   |   | ** **                             |   |   | ** **              |   |
| **Shareholders’ Equity**                                          |   |   | ** **                             |   |   | ** **              |   |
| Series    A preferred stock, par value $1.00 per share:                |   |   | ** **                             |   |   | ** **              |   |
| Authorized – 5,000,000    shares                                  |   |   | ** **                             |   |   | ** **              |   |
| Issued    and outstanding – 460 shares,                           |   |   | ** **                             |   |   | ** **              |   |
| liquidation    value $460,000                                          |   |   | 460                                    |   |   | 460                     |   |
| Common    stock, par value $.01 per share:                             |   |   | ** **                             |   |   | ** **              |   |
| Authorized – 50,000,000    shares                                 |   |   | ** **                             |   |   | ** **              |   |
| Issued – 15,688,290    shares                                     |   |   | 156,883                                |   |   | 156,883                 |   |
| Additional    paid-in capital                                          |   |   | 7,014,620                              |   |   | 5,864,790               |   |
| Retained    earnings                                                   |   |   | 186,615,245                            |   |   |   189,966,983 |   |
|                                                                   |   |        |                                        |        |        |                         |   |
|                                                                   |   |   | 193,787,208                            |   |   | 195,989,116             |   |
| Less    common treasury shares, at cost:                               |   |   | ** **                             |   |   | ** **              |   |
| October    31, 2004 –1,938,390; January 31, 2004 – 2,003,390 |   |   | 12,021,600                             |   |   |   12,424,720  |   |
|                                                                   |   |        |                                        |        |        |                         |   |
|                                                                   |   |   | 181,765,608                            |   |   |   183,564,396 |   |
|                                                                   |   |        |                                        |        |        |                         |   |
| Total    liabilities and shareholders’ equity                    |   | $      | 212,760,458                            |   | $      | 222,748,112             |   |
|                                                                   |   |        |                                        |        |        |                         |   |

See notes to consolidated financial statements.

**-1-**

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**DEB SHOPS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)**

|                                                     |   |   | **Three Months Ended October 31,** |   |   | **Nine Months Ended October 31,** |   |
|----------------------------------------------------------|--------|--------|------------------------------------|--------|--------|-----------------------------------|--------|
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                     |   |   | **2004**                           |   |   | **2003**                          |   |   | **2004** |   |   | **2003** |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                     |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Net sales                                                |   | $      | 75,307,008                         |   | $      | 74,809,540                        |   | $ | 221,218,091 |   | $ | 217,989,763 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                     |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Costs and expenses:                                      |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Cost      of sales, including buying and occupancy costs |   |   | 55,155,118                         |   |   | 55,296,087                        |   |   | 156,590,065 |   |   | 157,959,988 |   |
| Selling    and administrative                            |   |   | 16,999,144                         |   |   | 17,078,746                        |   |   | 51,603,672 |   |   | 51,537,640 |   |
| Depreciation    and amortization                         |   |   | 951,339                            |   |   | 1,035,799                         |   |   | 2,900,678 |   |   | 3,117,576 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                     |   |   | 73,105,601                         |   |   | 73,410,632                        |   |   | 211,094,415 |   |   | 212,615,204 |   |
|                                                     |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Operating income                                         |   |   | 2,201,407                          |   |   | 1,398,908                         |   |   | 10,123,676 |   |   | 5,374,559 |   |
| Other income, principally interest                       |   |   | 695,342                            |   |   | 326,783                           |   |   | 1,527,259 |   |   | 1,137,736 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Income before income taxes                               |   |   | 2,896,749                          |   |   | 1,725,691                         |   |   | 11,650,935 |   |   | 6,512,295 |   |
| Income tax provision                                     |   |   | 1,072,000                          |   |   | 543,000                           |   |   | 4,311,000 |   |   | 2,344,000 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Net income                                               |   | $      | 1,824,749                          |   | $      | 1,182,691                         |   | $ | 7,339,935 |   | $ | 4,168,295 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                     |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Net income per common share                              |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Basic                                                    |   | $      | 0.13                               |   | $      | 0.09                              |   | $ | 0.53 |   | $ | 0.30 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Diluted                                                  |   | $      | 0.13                               |   | $      | 0.09                              |   | $ | 0.53 |   | $ | 0.30 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                     |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Cash dividend declared                                   |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| per    common share                                      |   | $      | 0.125                              |   | $      | 0.125                             |   | $ | 0.775 |   | $ | 0.400 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                     |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Weighted average number of                               |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| common    shares outstanding                             |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Basic                                                    |   |   | 13,749,487                         |   |   | 13,684,900                        |   |   | 13,719,999 |   |   | 13,684,900 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Diluted                                                  |   |   | 13,758,999                         |   |   | 13,684,900                        |   |   | 13,726,875 |   |   | 13,684,900 |   |
|                                                     |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |

See notes to consolidated financial statements.

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**DEB SHOPS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)**

|                                                   |   |   | **Nine Months Ended October 31,** |   |
|--------------------------------------------------------|--------|--------|-----------------------------------|--------|
|                                                   |   |        |                                   |        |  |  |   |
|                                                   |   |   | **2004**                          |   |   | **2003** |   |
|                                                        |        |        |                                   |        |  |  |  |
|                                                   |   |   |                              |   |   |   |   |
|                                                   |   |   |                              |   |   |   |   |
| Cash flows related to operating activities:            |   |   |                              |   |   |   |   |
| Net    income                                          |   | $      | 7,339,935                         |   | $ | 4,168,295 |   |
| Adjustments    to reconcile net income to net          |   |   |                              |   |   |   |   |
| cash    provided by operating activities:              |   |   |                              |   |   |   |   |
| Depreciation    and amortization                       |   |   | 2,900,678                         |   |   | 3,117,576 |   |
| Loss    on retirement of property, plant and equipment |   |   | 100,956                           |   |   | 90,012 |   |
| Changes    in operating assets and liabilities:        |   |   |                              |   |   |   |   |
| Decrease    in merchandise inventories                 |   |   | 5,414,449                         |   |   | 7,985,742 |   |
| Increase    in prepaid expenses and other              |   |   | (1,505,239                        | )      |   | (1,481,355 | ) |
| Decrease    in trade accounts payable                  |   |   | (6,476,513                        | )      |   | (6,392,420 | ) |
| Increase    (decrease) in accrued expenses and other   |   |   | 289,756                           |   |   | (649,346 | ) |
| Decrease    in income taxes payable                    |   |   | (2,001,034                        | )      |   | (3,539,533 | ) |
|                                                   |        |        |                                   |        |  |  |   |
| Net    cash provided by operating activities           |   |   | 6,062,988                         |   |   | 3,298,971 |   |
|                                                   |        |        |                                   |        |  |  |   |
|                                                   |   |   |                              |   |   |   |   |
| Cash flows related to investing activities:            |   |   |                              |   |   |   |   |
| Purchase    of property, plant and equipment           |   |   | (2,304,861                        | )      |   | (1,694,014 | ) |
|                                                   |        |        |                                   |        |  |  |   |
| Net    cash used in investing activities               |   |   | (2,304,861                        | )      |   | (1,694,014 | ) |
|                                                   |        |        |                                   |        |  |  |   |
|                                                   |   |   |                              |   |   |   |   |
| Cash flows related to financing activities:            |   |   |                              |   |   |   |   |
| Preferred    stock cash dividends paid                 |   |   | (41,400                           | )      |   | (41,400 | ) |
| Common    stock cash dividends paid                    |   |   | (10,642,149                       | )      |   | (5,131,838 | ) |
| Proceeds    from exercise of stock options             |   |   | 1,543,750                         |   |   | — |   |
|                                                   |        |        |                                   |        |  |  |   |
| Net    cash used in financing activities               |   |   | (9,139,799                        | )      |   | (5,173,238 | ) |
|                                                   |        |        |                                   |        |  |  |   |
|                                                   |   |   |                              |   |   |   |   |
| Decrease in cash and cash equivalents                  |   |   | (5,381,672                        | )      |   | (3,568,281 | ) |
| Cash and cash equivalents at beginning of period       |   |   | 166,264,418                       |   |   | 152,617,355 |   |
|                                                   |        |        |                                   |        |  |  |   |
| Cash and cash equivalents at end of period             |   | $      | 160,882,746                       |   | $ | 149,049,074 |   |
|                                                   |   |        |                                   |        |  |  |   |
|                                                   |   |   |                              |   |   |   |   |
| Supplemental disclosure of cash flow information:      |   |   |                              |   |   |   |   |
| Cash    paid during the period for:                    |   |   |                              |   |   |   |   |
| Income    taxes, net                                   |   | $      | 8,448,000                         |   | $ | 7,430,000 |   |
|                                                   |   |        |                                   |        |  |  |   |

See notes to consolidated financial statements.

**-3-**

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**DEB SHOPS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)OCTOBER 31, 2004**

**NOTE A – ORGANIZATION / BASIS OF PRESENTATION**

     Deb Shops, Inc. (the “Company”) operates 328 women’s and men’s specialty apparel retail stores.  The Company operates 319 stores under the name “DEB” which offer moderately priced, fashionable, coordinated women’s sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes.  In addition, the Company operates three outlet stores under the name “CSO.”  The outlet stores offer the same merchandise as DEB at reduced prices and serve as clearance stores for slow-moving inventory.  One hundred and thirty-eight of the DEB stores contain plus-size departments.  The Company also operates six apparel retail stores under the name “Tops‘N Bottoms.”  The Tops ‘N Bottoms stores sell moderately priced men’s and women’s apparel.  Seventeen of the DEB stores contain Tops ‘N Bottoms departments.  The Company’s stores are located in regional malls and strip shopping centers principally located in the East and Midwest regions of the United States.  

     The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  In the first and third quarters, cost of goods sold and inventories are estimated based on the use of the gross profit method.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine-month periods endedOctober 31, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2005.  The Consolidated Balance Sheet at January 31, 2004 has been derived from the audited financial statements at that date.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2004. 

     The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period.  Actual results could differ from those estimates.

**-4-**

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**NOTE B – NET INCOME PER SHARE**

     The table below sets forth the reconciliation of the numerators and denominators of the basic and diluted net income per common share computations.  

|                             |   |   | **Three Months Ended October 31,** |   |   | **Nine Months Ended October 31,** |   |
|----------------------------------|--------|--------|------------------------------------|--------|--------|-----------------------------------|--------|
|                             |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                             |   |   | **2004**                           |   |   | **2003**                          |   |   | **2004** |   |   | **2003** |   |
|                             |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                             |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Net income                       |   | $      | 1,824,749                          |   | $      | 1,182,691                         |   | $ | 7,339,935 |   | $ | 4,168,295 |   |
| Dividends on preferred stock     |   |   | (13,800                            | )      |   | (13,800                           | )      |   | (41,400 | ) |   | (41,400 | ) |
|                             |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Income available to              |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| common    shareholders           |   | $      | 1,810,949                          |   | $      | 1,168,891                         |   | $ | 7,298,535 |   | $ | 4,126,895 |   |
|                             |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Basic weighted average           |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| number    of common              |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| shares    outstanding            |   |   | 13,749,487                         |   |   | 13,684,900                        |   |   | 13,719,999 |   |   | 13,684,900 |   |
| Effect of dilutive stock options |   |   | 9,512                              |   |   | —                            |   |   | 6,876 |   |   | — |   |
|                             |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Diluted weighted average         |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| number    of common              |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| shares    outstanding            |   |   | 13,758,999                         |   |   | 13,684,900                        |   |   | 13,726,875 |   |   | 13,684,900 |   |
|                             |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |

     During the quarter ended October 31, 2004, the Company issued 1,000 common shares as a result of employee stock option exercises.  The effect of these exercises is included in the basic and diluted weighted average number of common shares outstanding.

     Options to purchase 1,206,500 shares of common stock, at a weighted average exercise price of $23.77 per share, were outstanding at October 31, 2004. The effect of these options on the diluted weighted average number of common shares outstanding for the three and nine months ended October 31, 2004 is reflected in the above table.  

     Options to purchase an average of 1,371,000 and 1,378,000 shares of common stock, at a weighted average exercise price of $23.77 per share, were outstanding during the three and nine-month periods ended October 31, 2003. Included in these amounts are 45,000 options that were granted in October 2003 at an exercise price of $23.75 per share. These options were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common stock during the periods and, therefore, the effect would have been antidilutive.  

**NOTE C – INCOME TAXES**

     The Company’s effective tax rate differs from the federal statutory rate due primarily to state income taxes, offset by tax-exempt interest earnings.

**-5-**

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**NOTE D – STOCK RELATED COMPENSATION**

     The Company has a stock option plan whereby options may be granted to employees or non-employee directors on the basis of contributions to the operations of the Company.  Details concerning the plan are described in Note F to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004. The Company continues to use the accounting method under Accounting Principles Board Opinion No. 25 (“APB No. 25”), “Accounting for Stock Issued to Employees,” and related interpretations for these plans. Under APB No. 25, generally, when the exercise price of the Company’s stock options equals the market price of the underlying stock on the date of thegrant, no compensation expense is recognized. 

     Had the Company recognized compensation cost for the stock option plan consistent with the provisions of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” net income and basic and diluted net income per share would have been adjusted to the following pro forma amounts.

|                                                       |   |   | **Three Months Ended October 31,** |   |   | **Nine Months Ended October 31,** |   |
|------------------------------------------------------------|--------|--------|------------------------------------|--------|--------|-----------------------------------|--------|
|                                                       |   |        |                                    |        |        |                                   |   |
|                                                       |   |   | **2004**                           |   |   | **2003**                          |   |   | **2004** |   |   | **2003** |   |
|                                                       |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                       |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Net income as reported                                     |   | $      | 1,824,749                          |   | $      | 1,182,691                         |   | $ | 7,339,935 |   | $ | 4,168,295 |   |
| Stock-based      employee  compensation cost               |   |   | (198,560                           | )      |   | (481,275                          | )      |   | (473,108 | ) |   |  (1,698,695 | ) |
|                                                       |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Pro-forma net income                                       |   |   | 1,626,189                          |   |   | 701,416                           |   |   | 6,866,827 |   |   | 2,469,600 |   |
| Dividends on preferred stock                               |   |   | (13,800                            | )      |   | (13,800                           | )      |   | (41,400 | ) |   | (41,400 | ) |
|                                                       |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
| Pro      forma net income available to common shareholders |   | $      | 1,612,389                          |   | $      | 687,616                           |   | **$** | 6,825,427 |   | $ | 2,428,200 |   |
|                                                       |   |        |                                    |        |        |                                   |        |  |  |  |  |  |   |
|                                                       |   |   |                               |   |   |                              |   |   |   |   |   |   |   |
| Basic      net income per common share, as reported        |   | $      | 0.13                               |   | $      | 0.09                              |   | **$** | 0.53 |   | $ | 0.30 |   |
| Pro      forma basic net income per common share           |   | $      | 0.12                               |   | $      | 0.05                              |   | **$** | 0.50 |   | $ | 0.18 |   |
| Diluted      net income per common share, as reported      |   | $      | 0.13                               |   | $      | 0.09                              |   | **$** | 0.53 |   | $ | 0.30 |   |
| Pro      forma diluted net income per common share         |   | $      | 0.12                               |   | $      | 0.05                              |   | **$** | 0.50 |   | $ | 0.18 |   |

**-6-**

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**Item 2.**

**MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

**Forward-Looking Statements**

     Deb Shops, Inc. (the “Company”) has made in this report, and from time to time may otherwise make, “forward-looking statements” (as that term is defined under federal securities laws) concerning the Company’s future operations, performance, profitability, revenues, expenses, earnings and financial condition.  This report includes, in particular, forward-looking statements regarding expectations of future performance, store openings and closings and other matters.  Such forward-looking statements are subject to various risks and uncertainties.  Actual results could differ materially from those currently anticipated due to a number of factors.  Such factors may include, but are not limitedto, the Company’s ability to improve or maintain sales and margins, respond to changes in fashion, find suitable retail locations and the Company’s ability to attract and retain key management personnel.  Such factors may also include other risks and uncertainties detailed in the Company’s other filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004 (the “2004 10-K”).   The Company assumes no obligation to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.    

**Critical Accounting Policies**

     The Company’s critical accounting policies are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations and notes accompanying the consolidated financial statements that appear in the 2004 10-K.  There were no material changes subsequent to the filing of the 2004 10-K in the Company’s critical accounting policies or in the assumptions or estimates used to prepare the financial information appearing in this report.

**Overview**

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and accompanying notes appearing elsewhere in this report.

     The Company operates 328 women’s and men’s specialty apparel retail stores.  The Company operates 319 stores under the name “DEB” which offer moderately priced, fashionable, coordinated women’s sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes.  In addition, the Company operates three outlet stores under the name “CSO.”  The outlet stores offer the same merchandise as DEB at reduced prices and serve as clearance stores for slow-moving inventory.  One hundred and thirty-eight of the DEB stores contain plus-size departments.  The Company also operates six apparel retail stores under the name “Tops ‘N Bottoms.”  The Tops‘N Bottoms stores sell moderately priced men’s and women’s apparel.  Seventeen of the DEB stores contain Tops ‘N Bottoms departments.  The Company’s stores are located in regional malls and strip shopping centers principally located in the East and Midwest regions of the United States.  

     The Company’s performance during the quarter ended October 31, 2004 (the “Current Quarter”) was highlighted by a 0.4% increase in comparable store sales and the continuation of the reduction in markdowns as a percentage of sales.  The Company believes this reduction is due to improved acceptance of the Company’s merchandise offerings.  This reduction began in the quarter ended April 30, 2004 and enabled the Company to improve gross margins, which resulted in an increase in net income when compared to the quarter ended October 31, 2003 (the “Comparable Quarter”). 

 **-7-**

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     The Company experienced a 0.7% increase in comparable store sales during the nine months ended October 31, 2004 (the “Current Year-to-Date Period”) and an improvement in store operating performance resulting from this increase.  Due primarily to a reduction in markdowns as a percentage of sales, the Company also improved gross margins, which, when combined with the aforementioned sales increase, resulted in improved expense leverage and an increase in net income when compared to the nine months ended October 31, 2003 (the “Comparable Year-to-Date Period”).

     The following table sets forth certain store information:

|                                               |   |   |  **Three Months    Ended     October 31,**1 |   |   |  **Nine Months      Ended****October 31, 1** |
|---------------------------------------------------------|--------|--------|--------------------------------------------------|--------|--------|---------------------------------------------------|
|                                                    |   |        |                                                  |        |        |                                                   |  |  |  |  |  |  |  |
|                                                    |   |   | **2004**                                         |   |   | **2003**                                          |   |   | **2004** |   |   | **2003** |   |
|                                                         |        |        |                                                  |        |        |                                                   |  |  |  |  |  |  |  |
| Stores open at end of the period                        |   |   | 328                                              |   |   | 333                                               |   |   | 328 |   |   | 333 |   |
| Average number in operation during the period           |   |   | 328                                              |   |   | 334                                               |   |   | 329 |   |   | 332 |   |
| Average net sales per store (in thousands)              |   | $      | 230                                              |   | $      | 224                                               |   | $ | 672 |   | $ | 657 |   |
| Average      operating income per store  (in thousands) |   | $      | 7                                                |   | $      | 4                                                 |   | $ | 31 |   | $ | 16 |   |
| Comparable store sales2– percent change            |   |   | 0.4                                              | %      |   | (11.3                                             | )% |   | 0.7 | %**** |   | (11.3 | )% |

**Results of Operations**

     **Three Months Ended October 31, 2004 Compared to Three Months Ended October 31, 2003**

***Net sales***     Net    sales increased 0.7% during the Current Quarter to $75,307,000 from $74,810,000    during the Comparable Quarter. The $497,000 increase was the result of a    0.4% or $341,000 comparable store sales increase as well as the effect of    sales from new stores, partially offset by the loss of sales from closedstores. 

***Cost of sales, including buying and occupancy costs***     Cost    of sales, including buying and occupancy costs, decreased $141,000 or 0.3%    during the Current Quarter to $55,155,000 from $55,296,000 in the Comparable    Quarter. As a percentage of net sales, these costs decreased to 73.2% from    73.9% in the Comparable Quarter. The nominal and percentage decreases were    due to a reduction in markdowns as a percentage of sales compared to the    Comparable Quarter. Buying and occupancy costs were 17.2% and 17.4% of netsales for the Current Quarter and Comparable Quarter, respectively. 

***Selling and administrative expenses***     Selling    and administrative expenses decreased $80,000 or 0.5% during the Current    Quarter to $16,999,000 from $17,079,000 in the Comparable Quarter. As a percentage    of net sales, these costs decreased to 22.6% from 22.8% in the Comparable    Quarter. The nominal and percentage decreases were due to reductions in insuranceexpense, miscellaneous store costs and travel expenses.

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| 1      | Includes Tops ‘N    Bottoms stores.                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                       |
| 2      | Comparable store sales include stores open for both periods. A store is added to the comparable store base in its 13th month of operation. |

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***Depreciation and amortization***     Depreciation expense decreased $85,000 or 8.2% to $951,000 in the Current Quarter from $1,036,000 in the Comparable Quarter. As a percentage of net sales, this expense decreased to 1.3% in the Current Quarter from 1.4% in the Comparable Quarter.  The decrease was due to the fact that a portion of the leasehold improvements and furniture and equipment in certain older stores are fully depreciated, therefore reducing the amount of recurring depreciation expense for these locations.  Also contributing to the decrease was the fact that a portion of the Company’scomputer equipment is also fully depreciated.

***Other income, principally interest***     Other    income, principally interest, increased $369,000 or 113% to $695,000 in the    Current Quarter from $327,000 in the Comparable Quarter. The increase was    the result of the combination of higher average interest rates and highercash balances during the Current Quarter compared to the Comparable Quarter.

***Income tax provision***     The income tax provision for the Current Quarter was $1,072,000, resulting in a 37.0% effective tax rate, as compared to $543,000 and a 31.5% effective tax rate for the Comparable Quarter.  The effective tax rate for the Current Quarter represents the rate anticipated for the Company’s fiscal year ending January 31, 2005 (“Fiscal 2005”).  The 31.5% effective tax rate for the Comparable Quarter resulted from adjusting the anticipated effective tax rate for the Company’s fiscal year ended January 31, 2004 (“Fiscal 2004”)from 37.6% to 36.0%. The actual effective rate for Fiscal 2004 was 35.8%.

|  **Nine Months Ended October 31, 2004 Compared to Nine Months Ended October 31, 2003** |
|---------------------------------------------------------------------------------------------|

***Net sales***     Net sales increased 1.5% during the Current Year-to-Date Period to $221,218,000 from $217,990,000 during the Comparable Year-to-Date Period.  The $3,228,000 increase was the result of a 0.7% or $1,563,000 comparable store sales increase as well as sales from new stores, partially offset by the loss of sales from closed stores.  The Company believes that this sales increase is attributable to improved customer acceptance of the Company’s    merchandise offerings as evidenced by increases in unit sales and net sales    per transaction versus the Comparable Year-to-Date Period, particularly inthe quarter ended April 30, 2004.

***Cost of sales, including buying and occupancy costs***     Cost    of sales, including buying and occupancy costs, decreased $1,370,000 or 0.9%    during the Current Year-to-Date Period to $156,590,000 from $157,960,000    in the Comparable Year-to-Date Period. As a percentage of net sales, these    costs decreased to 70.8% from 72.5% in the Comparable Year-to-Date Period.    The nominal and percentage decreases were due to a reduction in markdowns    as a percentage of sales compared to a year ago, as well as a reduction in    buying and occupancy costs. Buying and occupancy costs were 17.6% and 17.9%    of net sales for the Current Year-to-Date Period and Comparable Year-to-DatePeriod, respectively. 

***Selling and administrative expenses***     Selling    and administrative expenses increased $66,000 or 0.1% during the Current    Year-to-Date period to $51,604,000 from $51,538,000 in the Comparable Year-to-Date    Period. As a percentage of net sales, these costs decreased to 23.3% from    23.6% in the Comparable Year-to-Date Period. The nominal increase was due    to a payment made relating to an employee separation matter and an increase    in merchant fees relating to credit card sales, offset by reductions in travel    costs and decreases in miscellaneous store and warehouse expenses. The percentagedecrease was due to the increase in net sales.

**-9-**

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***Depreciation and amortization***     Depreciation expense decreased $217,000 or 7.0% to $2,901,000 in the Current Year-to-Date Period from $3,118,000 in the Comparable Year-to-Date Period. As a percentage of net sales, these expenses decreased to 1.3% in the Current Year-to-Date Period from 1.4% in the Comparable Year-to-Date Period.  The decrease was due to the fact that a portion of the leasehold improvements and furniture and equipment in certain older stores are fully depreciated, therefore reducing the amount of recurring depreciation expense for these locations.  Also contributing to the decrease was the fact that a portion of the Company’scomputer equipment is also fully depreciated.

***Other income, principally interest***     Other    income, principally interest, increased $389,000 or 34.2% to $1,527,000 in    the Current Year-to-Date Period from $1,138,000 in the Comparable Year-to-Date    Period. The increase was the result of the combination of higher average    interest rates, particularly in the Current Year-to-Date Quarter versus the    Comparable Year-to-Date Quarter, as well as higher cash balances during theCurrent Year-to-Date Period compared to the Comparable Year-to-Date Period. 

***Income tax provision***     The    income tax provision for the Current Year-to-Date Period was $4,311,000,    resulting in a 37.0% effective tax rate, as compared to $2,344,000 and a    36.0% effective tax rate for the Comparable Year-to-Date Period. The effective    tax rate for the Current Year-to-Date Period is the rate estimated for Fiscal    2005. The effective tax rate for the Comparable Year-to-Date Period was the    rate anticipated for Fiscal 2004. The actual effective rate for Fiscal 2004was 35.8%.

**Liquidity and Capital Resources**

     The Company has funded all of its operating needs internally, including capital expenditures for the opening of new stores and the remodeling of existing stores.  For the Current Year-to-Date Period, cash provided by operating activities was $6,063,000.  These funds were provided by net income, the seasonal decrease in merchandise inventories, an increase in accrued expenses as well as the non-cash charges for depreciation and amortization.  Offsetting these items were uses of cash relating to accounts payable and income tax disbursements and an increase in prepaid expenses.  For the Comparable Year-to-Date Period, cash provided by operating activities was $3,299,000.  These funds were provided by net income, and theseasonal decrease in merchandise inventories, as well as the non-cash charges for depreciation and amortization.  Offsetting these items were uses of cash relating to accounts payable, income tax and accrued expense disbursements and an increase in prepaid expenses.  Using retail sales divided by average inventory at retail for the applicable periods, the inventory turnover rates were approximately 2.1 and 2.0 times during the Current and Comparable Year-to-Date Periods, respectively.    

     Net cash used in investing activities was $2,305,000 and $1,694,000 for the Current and Comparable Year-to-Date Periods, respectively.  During the Current Year-to-Date Period, these funds were used primarily for the opening of new stores, the remodeling of existing stores and for the upgrade of the Company’s computerized warehouse sortation system.  During the Comparable Year-to-Date Period, these funds were used primarily for the opening of new stores and the remodeling of existing stores. During the Current Year-to-Date Period, the Company opened six and remodeled 10 stores, while during the Comparable Year-to-Date Period the Company opened 11 and remodeled 15 stores.

     Net cash used in financing activities was $9,140,000 and $5,173,000 for the Current and Comparable Year-to-Date Period, respectively.  During both periods, these funds were used for the payment of dividends on preferred and common stock and, during the Current Year-to-Date Period, the use of funds was partially offset by proceeds from the exercise of stock options.

**-10-**

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          As of October 31, 2004, the Company had cash and cash equivalents of $160,883,000, compared with $149,049,000 at October 31, 2003. The components of these amounts for each period were as follows.

|                               |   |   | **October 31,** |   |
|------------------------------------|--------|--------|-----------------|--------|
|                               |   |        |                 |   |
|                               |   |   | **2004**        |   |   | **2003** |   |
|                               |   |        |                 |        |  |  |   |
| Cash                               |   | $      | 2,358,000       |   | $ | 1,193,000 |   |
| Money market investments           |   |   | 12,325,000      |   |   | 17,806,000 |   |
| Auction rate certificates          |   |   | 146,200,000     |   |   | 130,050,000 |   |
|                               |   |        |                 |        |  |  |   |
| Total    cash and cash equivalents |   | $      | 160,883,000     |   | $ | 149,049,000 |   |
|                               |   |        |                 |        |  |  |   |

     On May 19, 2004, the Company announced a special dividend of $0.40 per share on its common stock.  This special dividend was incorporated into the Company’s dividend payment on August 17, 2004, which was payable to shareholders of record as of July 31, 2004.  For the nine-month period ended October 31, 2004, the Company has declared and paid $0.775 per share in dividends.

     The Company believes that its existing cash and cash equivalents and internally generated funds will be sufficient to meet its anticipated capital expenditures, none of which are material, and current operating needs.  The Company had an unsecured line of credit in the amount of $20,000,000 as of October 31, 2004.  Of this amount, $2,345,000 was outstanding as letters of credit for the purchase of inventory.  The Company leases its retail apparel stores, warehouse and office building for periods ranging from one to 20 years.  Following is a summary of the Company’s contractual obligations for minimum rental payments on its non-cancelable operating leases and minimum payments on its other commitments as ofOctober 31, 2004.

|               |   |   | **Payments Due by Period** |   |
|--------------------|--------|--------|----------------------------|--------|
|               |   |   | ** **                 |   |   | **Within 1** |   |   | **1 – 3** |   |   | **4 – 5** |   |   | **After 5** |   |
|               |   |   | **Total**                  |   |   | **Year** |   |   | **years** |   |   | **years** |   |   | **years** |   |
|               |   |        |                            |        |  |  |  |  |  |  |  |  |  |  |  |   |
| Operating leases   |   | $      | 136,125,000                |   | $ | 24,044,000 |   | $ | 41,682,000 |   | $ | 29,040,000 |   | $ | 41,359,000 |   |
| Other  commitments |   |   | 2,345,000                  |   |   | 2,345,000 |   |   |  — |   |   | — |   |   | — |   |
|               |   |        |                            |        |  |  |  |  |  |  |  |  |  |  |  |   |
| Total              |   | $      | 138,470,000                |   | $ | 26,389,000 |   | $ | 41,682,000 |   | $ | 29,040,000 |   | $ | 41,359,000 |   |
|               |   |        |                            |        |  |  |  |  |  |  |  |  |  |  |  |   |

**Other Matters**

              Seasonality and Quarterly Results

              The Company’s operating results are subject to seasonal fluctuations. Highest sales levels have historically occurred during the five-month period from August 1 to December 31 of each year (the back-to-school and holiday periods). Sales generated during these periods have traditionally had a significant impact on the Company’s results of operations. Any decreases in sales for these periods or in the availability of working capital needed in the months preceding these periods could have a material adverse effect on the Company’s results of operations. Results of operations in any one fiscal quarter are not necessarily indicative of the results of operations that can be expected for any other fiscal quarter or for the full fiscalyear.

              The Company’s results of operations may also fluctuate from quarter to quarter as a result of the amount and timing of expenses incurred in connection with, and sales contributed by, new stores, store remodels and the integration of new stores into the operations of the Company.

**-11-**

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**Item 3.**

**QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK**

     As of October 31, 2004, the Company had cash and cash equivalents of $160,883,000 compared to $149,049,000 as of October 31, 2003.  These funds are invested primarily in money market mutual funds and short-term municipal bonds, all of which are fully insured or guaranteed by letters-of-credit.  The Company does not invest for trading purposes.  Accordingly, the Company does not believe it has significant exposure to market risk with respect to its investments.

**Item 4.**

**CONTROLS AND PROCEDURES**

|  | (a) | Evaluation of Disclosure Controls and Procedures |
|--|-----|--------------------------------------------------|

     The Company’s chief executive officer and chief financial officer, with the participation of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report (the “Evaluation Date”) and, based on that evaluation, concluded that, as of the Evaluation Date, the Company had sufficient controls and procedures for recording, processing, summarizing and reporting information that is required to be disclosed in its reports under the Securities Exchange Act of 1934, as  amended, within the timeperiods specified in the SEC’s rules and forms.

|  | (b) | Change in Internal Control over Financial Reporting |
|--|-----|-----------------------------------------------------|

     There has not been any change in the Company’s internal control over financial reporting during its quarter ended October 31, 2004 that has materially affected or is reasonably likely to materially affect its internal control over financial reporting.

**PART II.   OTHER INFORMATION**

| Items 1-5. |         | NOT APPLICABLE                                                            |
|------------|--------------|---------------------------------------------------------------------------|
|       |              |                                                                           |
|       |         |                                                                      |
|       |         |                                                                      |
| Item 6.    | EXHIBITS     |                                                                      |
|       |         |                                                                           |
|       |         |                                                                      |
|       |         |                                                                      |
|       | Exhibit 31.1 | Section 302 Certification by President and Chief Executive Officer        |
|       |         |                                                                      |
|       |         |                                                                      |
|       | Exhibit 31.2 | Section 302 Certification by Chief Financial Officer                      |
|       |         |                                                                      |
|       |         |                                                                      |
|       | Exhibit 32.1 | Certification of Periodic Report by President and Chief Executive Officer |
|       |         |                                                                      |
|       |         |                                                                      |
|       | Exhibit 32.2 | Certification of Periodic Report by Chief Financial Officer               |

**-12-**

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**SIGNATURES**

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

|                    | DEB SHOPS, INC. |
|-------------------------|-----------------|
|                    |            |   |
|                    |            |   |
|                    |            |   |
|                    |            |   |
|                    |            |   |
| DATE:  December 9, 2004 | By:             | Marvin Rounick |
|                         |                 |  |
|                    |            | Marvin Rounick |
|                    |            | President and Chief |
|                    |            | Executive Officer |
|                    |            |   |
|                    |            |   |
|                    |            |   |
|                    |            |   |
|                    |            |   |
|                    |            |   |
|                    |            |   |
| DATE:  December 9, 2004 | By:             | Barry J. Susson |
|                         |                 |  |
|                    |            | Barry J. Susson, CPA |
|                    |            | Chief Financial Officer |

**-13-**

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