VALLEY FAIR CORP
10-K/A, 1996-05-20
DEPARTMENT STORES
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                            FORM 10-K/A
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
              OF THE SECURITIES EXCHANGE ACT OF 1934


            For the fiscal year ended January 28, 1996

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

For the transition period __________ to ___________

Commission file number:     0-1636

                           The Valley Fair Corporation
             (Exact name of registrant as specified in its charter)


    STATE OF DELAWARE                                        22-1727148
State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization                             Identification No.)

260 Bergen Turnpike, Little Ferry, New Jersey                   07643
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number:  (201) 440-4000

Securities Registered Pursuant to Section 12 (b) of the Act:

                               None

Securities registered pursuant to section 12 (g) of the Act:

     Common Stock ($.30 Par Value)      Over-The-Counter
     -----------------------------      ----------------
     (Title of class)                   Name of exchange on
                                        which registered

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 the disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-X is not contained herein, and will not be contained, to the
best  of  the  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 ]
<PAGE>
State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specified date within 60 days prior to the date of the filing.

                          $612,482 as of April 1, 1996
                          ----------------------------

Indicate the number of shares  outstanding of each the  registrant's  classes of
common stock, as of the latest practical date.

As of April 1, 1996 there were 367,964 shares of Common Stock outstanding.
<PAGE>
    Pursuant  to the  requirements  of  Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the under-signed, thereunto duly authorized.



                          By:    /S/ ROSS N. ALFIERI
                                 --------------------------
                                 Ross N. Alfieri
                                 Treasurer and
                                 Assistant Secretary


DATE: April 24, 1996

    Pursuant to the  requirements  of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.


/S/ JAY L. SCHOTTENSTEIN
--------------------------------------------                      April 24, 1996
Jay L. Schottenstein, Chairman of the Board

/S/ ERWIN LEHR
--------------------------------------------                      April 24, 1996
Erwin Lehr, President and Director



/S/ THOMAS R. KETTELER
--------------------------------------------                      April 24, 1996
Thomas R. Ketteler, Secretary and Director



/S/ ROSS N. ALFIERI
--------------------------------------------                      April 24, 1996
Ross N. Alfieri, Treasurer and Director

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JAN-28-1996
<PERIOD-END>                               JAN-28-1996
<CASH>                                       3,608,605
<SECURITIES>                                         0
<RECEIVABLES>                                  729,166
<ALLOWANCES>                                    17,978
<INVENTORY>                                 23,955,006
<CURRENT-ASSETS>                            29,429,052
<PP&E>                                      11,235,334
<DEPRECIATION>                               6,969,475
<TOTAL-ASSETS>                              34,031,085
<CURRENT-LIABILITIES>                       14,719,256
<BONDS>                                        233,569
                                0
                                          0
<COMMON>                                       110,395
<OTHER-SE>                                  18,357,784
<TOTAL-LIABILITY-AND-EQUITY>                34,031,085
<SALES>                                     68,034,924
<TOTAL-REVENUES>                            72,997,734
<CGS>                                       46,690,549
<TOTAL-COSTS>                               25,214,754
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,005,425
<INCOME-PRETAX>                                 87,006
<INCOME-TAX>                                    86,000
<INCOME-CONTINUING>                              1,006
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,006
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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