EVANS INC
10-Q, 1995-10-10
APPAREL & ACCESSORY STORES
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                            FORM 10-Q


                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

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




For Quarter Ended                        August 26, 1995
Commission File Number                       0-1500

                            EVANS, INC.
       (Exact name of registrant as specified in its charter)


       DELAWARE                            36-1050870
(State or other jurisdiction of         (I.R.S. Employer
 Incorporation or organization)          Identification Number)


36 South State Street, Chicago, Illinois        60603
(Address of principal executive office)       (Zip Code)


Registrant's telephone number, including area code   312-855-2000

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 
days.  
YES  X    NO    

Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date:  as of 
October 6, 1995 4,918,301 shares of common stock, $.20 par value, were 
outstanding.


<PAGE>
                   EVANS, INC. AND SUBSIDIARIES

                               INDEX


                                                                  Page No.

Part I.   Financial Information

          Condensed Consolidated Balance Sheets -
          August 26, 1995, August 27, 1994             
          and February 25, 1995                                      2    
          
          Condensed Consolidated Statements of Operations -
          Thirteen and Twenty-six weeks ended
          August 26, 1995 and August 27, 1994                        3

          Condensed Consolidated Statements of Cash Flows -
          Twenty-six weeks ended August 26, 1995            
          and August 27, 1994                                        4

          Notes to Condensed Consolidated Financial Statements     5 - 6

          Management's Discussion and Analysis of Financial
          Condition and Results of Operations                      7 - 9 


Part II.  Other Information                                         10

          Signatures                                                11

          Index to Exhibits                                         12


<PAGE>                                 
<TABLE>
                                PART I.   FINANCIAL INFORMATION
                                  Evans, Inc. and Subsidiaries
                              CONDENSED CONSOLIDATED BALANCE SHEETS
                                           (Unaudited)

<CAPTION>
                               Aug. 26, 1995    Aug. 27, 1994    Feb. 25, 1995
                               -------------    -------------    -------------
<S>                            <C>              <C>              <C>
ASSETS
- ------
Current assets:
  Cash and cash equivalents     $   160,000      $   160,000      $ 1,134,000
  Accounts receivable (net)      13,547,000       15,410,000       17,105,000
  Merchandise inventories        16,946,000       19,950,000       16,401,000
  Prepaid expenses and
   other assets                     765,000        1,141,000          512,000
  Deferred income taxes                            1,810,000
                               -------------    -------------    -------------
Total current assets             31,418,000       38,471,000       35,152,000
                               -------------    -------------    -------------
Property and equipment           22,893,000       28,263,000       26,489,000
Accumulated depreciation
 and amortization               (12,416,000)     (15,929,000)     (15,885,000)
                               -------------    -------------    -------------
  Net property and equipment     10,477,000       12,334,000       10,604,000
                               -------------    -------------    -------------
Other assets                      2,870,000        1,756,000        3,060,000
Deferred income taxes                              1,300,000
                               -------------    -------------    -------------
                                $44,765,000      $53,861,000      $48,816,000
                               =============    =============    =============
LIABILITIES AND SHAREHOLDERS'EQUITY
- -----------------------------------
Current liabilities:
  Notes payable - bank                            $  256,000      $ 1,400,000
  Current portion of            
   revolving debt obligations   $ 2,724,000
  Current portion of
   long-term debt                   692,000                           362,000
  Accounts payable                7,279,000        7,829,000        8,911,000
  Accrued liabilities             7,123,000        6,074,000        6,930,000
                               -------------    -------------    -------------
Total current liabilities        17,818,000       14,159,000       17,603,000
                               -------------    -------------    -------------
Non-current portion of
 revolving debt obligations       7,000,000
Long-term debt                    2,612,000        8,565,000        9,653,000
                               -------------    -------------    -------------
Other liabilities                    11,000           28,000           16,000
                               -------------    -------------    -------------
Shareholders'equity:
  Preferred stock,
   3,000,000 shares
   authorized, none issued
  Common stock, 6,333,433
   shares issued                  1,267,000        1,267,000        1,267,000
  Capital in excess of
   par value                     15,660,000       15,660,000       15,660,000
  Retained earnings               4,995,000       18,780,000        9,215,000
                               -------------    -------------    -------------
                                 21,922,000       35,707,000       26,142,000

Treasury stock (1,415,134
 shares at cost)                 (4,598,000)      (4,598,000)      (4,598,000)
                               -------------    -------------    -------------
Total shareholders'equity        17,324,000       31,109,000       21,544,000
                               -------------    -------------    -------------
                                $44,765,000      $53,861,000      $48,816,000
                               =============    =============    =============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
                                       - 2 -
</TABLE>                        

<PAGE>
<TABLE>                        
                       Evans, Inc. and Subsidiaries
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<CAPTION>
                          Thirteen weeks ended        Twenty-six weeks ended
                       --------------------------   --------------------------
                        August 26,    August 27,     August 26,    August 27,
                           1995          1994           1995          1994
                       ------------  ------------   ------------  ------------
<S>                    <C>           <C>            <C>           <C>
Net sales              $ 7,999,000   $ 8,608,000    $20,299,000   $20,289,000
Service revenues         4,328,000     3,766,000      9,309,000     8,507,000
                       ------------  ------------   ------------  ------------
                        12,327,000    12,374,000     29,608,000    28,796,000
                       ------------  ------------   ------------  ------------
Costs and expenses:

 Cost of goods and
  services sold, buying
  and occupancy costs    8,978,000     8,969,000     20,956,000    20,040,000
 Selling and
  general expenses       5,396,000     5,778,000     12,021,000    12,403,000
 Provision for
  doubtful accounts        102,000       101,000        250,000       267,000
 Interest expense          324,000       220,000        604,000       437,000
 Other income, net          --            (9,000)        (3,000)      (42,000)
                       ------------  ------------   ------------  ------------
                        14,800,000    15,059,000     33,828,000    33,105,000
                       ------------  ------------   ------------  ------------
Loss before credit
 for income taxes       (2,473,000)   (2,685,000)    (4,220,000)   (4,309,000)

Credit for income taxes     --         1,128,000         --         1,810,000
                       ------------  ------------   ------------  ------------
Net loss               $(2,473,000)  $(1,557,000)   $(4,220,000)  $(2,499,000)
                       ============  ============   ============  ============
Net loss per
 common share              $(.50)        $(.32)         $(.86)        $(.51)
                       ============  ============   ============  ============

Cash dividends
 per common share           --            --             --            --

Weighted average number
 of common shares
 outstanding             4,918,301     4,918,301      4,918,301     4,918,301
                       ============  ============   ============  ============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>                                       
                                       - 3 -
</TABLE>


<PAGE>
<TABLE>
                                Evans, Inc. and Subsidiaries
                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)

<CAPTION>
                                                    Twenty-six weeks ended
                                                ------------------------------
                                                 Aug. 26, 1995   Aug. 27, 1994
                                                --------------  --------------
<S>                                             <C>              <C>
Cash Flows from Operating Activities:
- ------------------------------------------------
Net loss                                          $(4,220,000)    $(2,499,000)

Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                       691,000         713,000
  Provision for doubtful accounts                     250,000         267,000

  Change in assets and liabilities:
    Accounts receivable                             3,308,000       2,621,000
    Merchandise inventories                          (545,000)     (5,788,000)
    Prepaid expenses and other current assets        (253,000)       (157,000)
    Deferred income taxes                                          (1,810,000)
    Other assets                                      100,000         (21,000)
    Accounts payable                               (1,632,000)      1,267,000
    Accrued liabilities                               193,000         935,000
    Other liabilities                                  (5,000)        (41,000)
                                                --------------  --------------
Net cash used in operating activities              (2,113,000)     (4,513,000)

Cash Flows from Investing Activities:
- ------------------------------------------------
Proceeds from the sale of property and equipment       10,000
Additions to property and equipment                  (484,000)     (1,513,000)
                                                --------------  --------------
Net cash used in investing activities                (474,000)     (1,513,000)

Cash Flows from Financing Activities:
- ------------------------------------------------
Proceeds from short-term borrowing                  1,654,000         256,000
Principal payments on long-term debt                  (41,000)
                                                --------------  --------------
Net cash used in financing activities               1,613,000         256,000
                                                --------------  --------------
Net decrease in cash and cash equivalents            (974,000)     (5,770,000)
Cash and cash equivalents at beginning of period    1,134,000       5,930,000
                                                --------------  --------------
Cash and cash equivalents at end of period        $   160,000     $   160,000
                                                ==============  ==============

Supplemental Disclosures of Cash Flow Information:
- --------------------------------------------------
Cash paid during the period for:
  Interest                                           $532,000        $438,000
  Income taxes                                         15,000         123,000

<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
                                       - 4 -
</TABLE>


<PAGE>
                   EVANS, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited)


1.   The financial information included herein was prepared in 
     conformity with generally accepted accounting principles and such 
     principles were applied on a basis consistent with those 
     reflected in the 1995 Form 10-K Annual Report filed with the 
     Securities and Exchange Commission.  The accompanying financial 
     data should be read in conjunction with the notes to consolidated 
     financial statements contained in the 1994 Form 10-K Annual 
     Report.

     The information furnished herein, other than the Condensed 
     Consolidated Balance Sheet as of February 25, 1995, is unaudited 
     and includes all adjustments and accruals consisting only of 
     normal recurring adjustments which are, in the opinion of 
     management, necessary for a fair statement of results for the 
     interim periods.  The Condensed Consolidated Balance Sheet as of 
     February 25, 1995 has been derived from, and does not include all 
     the disclosures contained in the audited financial statements as 
     of and for the year ended February 25, 1995.

2.   Because of the seasonal nature of the Company's business, 
     operating results for the first twenty-six weeks are not 
     considered to be indicative of the results that may be expected 
     for the full year.  Historically, the Company realizes a major 
     portion of its annual revenues and most of its earnings in the 
     fourth quarter of its fiscal year.

3.   Common share equivalents were not included in the computation of 
     earnings per share for the thirteen and twenty-six weeks ended 
     August 26, 1995 and August 27, 1994 because these periods 
     resulted in net losses and the effect would be antidilutive.

4.   On May 31, 1995, the Company finalized an agreement with a new 
     lender to refinance the existing senior secured debt and provide 
     for the Company's working capital needs.  The agreement provides 
     for a three year $23,500,000 credit facility which includes two 
     term loans totaling $2,000,000.  The agreement provides for 
     interest at 1.5% and 2% over the base (prime) rate for the 
     revolving facility and the term loans, respectively.  The 
     agreement includes provisions which require the maintenance of 
     certain financial covenants (the most restrictive of which is a 
     minimum debt service coverage ratio), prohibit the payment of 
     cash dividends and require a commitment fee of one-third of one 
     percent per annum on the unused portion of the revolving loan.  
     Also, all assets, rights, interest and properties of the Company 
     are pledged as collateral for the revolving and term loan 
     obligations.
                                       
                                       - 5 -


<PAGE>
                   EVANS, INC. AND SUBSIDIARIES

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                            (Unaudited)


5.   Approximately $198,000 of employee termination benefits were 
charged against the restructuring liability during the first 
twenty-six weeks of fiscal 1996.  As of August 26, 1995, seventy-five 
employees had been terminated as part of the restructuring.  In 
addition, approximately $501,000 of costs associated with store 
closings were charged against the restructuring liability during the 
first twenty-six weeks of fiscal 1996.

6.   The income tax credits for the second quarter and first six 
months of $1,038,000 and $1,772,000, respectively, were offset by 
increases in the Company's valuation allowance with respect to the 
future tax benefits of the net operating losses as a result of the 
uncertainty of their ultimate realization.

                                       - 6 -


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

Liquidity and Capital Resources

Cash and cash equivalents at August 26, 1995 were $160,000 as compared 
to $1,134,000 at February 25, 1995.  The decrease was due to cash used 
in operating activities of $2,113,000 and cash used in investing 
activities of $474,000, partially offset by cash provided by financing 
activities of $1,613,000.

The cash used in operating activities was due primarily to the net 
loss of $4,220,000 and a decrease in accounts payable of $1,632,000, 
partially offset by a decrease in accounts receivable of $3,308,000.

The cash used in investing activities was due primarily to additions 
to property and equipment of $484,000, partially offset by proceeds 
from the sale of property and equipment of $10,000.

The cash provided by financing activities was largely the result of a 
net increase in short-term debt of $1,654,000, partially offset by a 
net decrease in long-term debt of $41,000.  The classification of the 
non-current portion of the revolving debt obligation was based on 
estimates of availability and projected cash flow for the prospective 
twelve month period.

Working capital at August 26, 1995 was $13,600,000 as compared to 
$17,549,000 at February 25, 1995.

On May 31, 1995, the Company finalized an agreement with a new lender 
to refinance the existing senior secured debt and provide for the 
Company's working capital needs.  The agreement provides for a three 
year $23,500,000 credit facility which includes two term loans 
totaling $2,000,000.  The agreement provides for interest at 1.5% and 
2% over the base (prime) rate for the revolving facility and the term 
loans, respectively.  The agreement includes provisions which require 
the maintenance of certain financial covenants (the most restrictive 
of which is a minimum debt service coverage ratio), prohibit the 
payment of cash dividends and require a commitment fee of one-third of 
one percent per annum on the unused portion of the revolving loan.  
Also, all assets, rights, interest and properties of the Company are 
pledged as collateral for the revolving and term loan obligations.

Results of Operations

Total revenues for the second quarter ended August 26, 1995 decreased 
$47,000 (0.4%) as compared to the same period last year.  Fur 
merchandise sales decreased $383,000 (11.2%) due primarily to a 
decrease of $1,200,000 (37.0%) in sales at comparable locations and a 
decrease of $188,000 in sales associated with three Company-owned 
locations closed during the first quarter of the current fiscal year, 
partially offset by $1,005,000 in sales associated with leased 
locations acquired during the fourth quarter of the prior fiscal year.  
Women's ready-to-wear sales decreased $226,000 (4.4%) due primarily to 
a decrease of $299,000 in 
                                       
                                       - 7 -


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

Results of Operations, continued

sales associated with the closing of the Company's Southlake location 
in Merrilville, Indiana, during the first quarter, partially offset by 
an increase of $73,000 (1.5%) at comparable locations.  The increase 
at comparable locations was largely the result of a $266,000 (5.9%) 
increase in sales of non-outerwear apparel partially offset by a 
$193,000 (54.8%) decrease in sales of apparel outerwear.  The Company 
believes that the record setting warm weather experienced in virtually 
all of its markets from July on adversely impacted the sales of fur 
and apparel outerwear.  As a result, August fur and apparel outerwear 
sales at comparable locations declined $1,053,000 (50.4%) from the 
prior year's level.  Service revenues increased $562,000 (14.9%) due 
primarily to $914,000 in sales associated with leased locations 
acquired during the fourth quarter of fiscal 1995 and an increase of 
$13,000 (0.4%) in sales at comparable locations, partially offset by a 
decrease of $365,000 in sales associated with three Company-owned 
locations closed during the first quarter of the current fiscal year.

Total revenues for the first six months increased $812,000 (2.8%) as 
compared to the same period last year.  Fur merchandise sales 
increased $464,000 (6.0%) due primarily to $2,238,000 in sales 
associated with leased locations acquired during the fourth quarter of 
the prior fiscal year and an increase of $73,000 in sales associated 
with store closing events at Company-owned locations closed during the 
first quarter of the current fiscal year.  These increases were 
partially offset by a decrease of $1,847,000 (25.1%) in sales at 
comparable locations.  Women's ready-to-wear sales decreased $454,000 
(3.6%) due primarily to a decrease of $410,000 in sales associated 
with the closing of the Company's Southlake location in Merrilville, 
Indiana, during the first quarter and a decrease of $44,000 (0.4%) in 
sales at comparable locations.  The decrease at comparable locations 
was largely due to a $294,000 (19.4%) decrease in sales of apparel 
outerwear partially offset by a $250,000 (2.4%) increase in sales of 
non-outerwear apparel.  Service revenues increased $802,000 (9.4%) due 
primarily to $2,151,000 in sales associated with leased locations 
acquired during the fourth quarter of fiscal 1995, partially offset by 
a decrease of $844,000 in sales associated with three Company-owned 
locations closed during the first quarter of the current fiscal year 
and a decrease of $505,000 (6.7%) in sales at comparable locations.

Costs of goods and services sold, buying and occupancy costs as a 
percentage of total revenues for the second quarter and first six 
months increased (72.8% versus 72.5% and 70.8% versus 69.6%, 
respectively) as compared to the prior year periods.  Costs of goods 
and services sold as a percentage of total revenues for the second 
quarter decreased (52.2% versus 53.0%) due primarily to improved 
margins on service revenues resulting from cost reductions.  Costs of 
goods and services sold as a percentage of total revenues for the 
first six months increased (53.5% versus 52.7%) primarily due to lower 
gross margins on fur merchandise sales resulting from higher markdowns 
and lower initial markup during the first quarter.  Buying costs as a 
percentage of total revenues for the second quarter and first six 
months decreased (3.3% versus 4.3% and 2.9% versus 3.8%, respectively) 
due primarily to
                                       
                                       - 8 -


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

Results of Operations, continued

the closing of the Company's fur inspection office in New York during 
the first quarter.  Occupancy costs as a percentage of total revenues 
for the second quarter and first six months increased (17.3% versus 
15.2% and 14.3% versus 13.1%, respectively) largely due to higher 
average rental percentages as compared to the same periods last year.

Selling and general expenses as a percentage of total revenues for the 
second quarter and first six months decreased (43.8% versus 46.7% and 
40.6% versus 43.1%, respectively) as compared to the same periods last 
year.  Payroll and related fringe benefits as a percentage of total 
revenues for the second quarter and first six months decreased (32.0% 
versus 32.5% and 28.1% versus 28.9%, respectively) due primarily to 
the reduction of staff in various corporate departments as well as 
management wage reductions which were part of the Company's planned 
restructuring.  Advertising expense as a percentage of total revenues 
for the second quarter and first six months decreased (2.8% versus 
5.3% and 5.1% versus 6.3%, respectively) due largely to management's 
efforts to control costs through efficient and selective marketing 
strategies.

Interest expense for the second quarter and first six months increased 
$104,000 (47.3%) and $167,000 (38.2%) respectively, due primarily to 
higher average short-term borrowings and higher average interest rates 
as compared with prior year levels.

Other income for the second quarter and first six months decreased 
$9,000 and $39,000 respectively, due primarily to a decline in 
interest income associated with temporary cash investments.

The pre-tax loss for the second quarter of $2,473,000 as compared to 
$2,685,000 for the same period last year was due largely to the 
decrease in selling and general expenses partially offset by the 
increase in interest expense.  The pre-tax loss for the first six 
months of $4,220,000 as compared to $4,309,000 for the prior year 
period was due primarily to the increase in total revenues and the 
decrease in selling and general expenses, partially offset by the 
increase in cost of goods sold and occupancy costs, and the increase 
in interest expense.

The income tax credits for the second quarter and first six 
months of $1,038,000 and $1,772,000, respectively, were offset by 
increases in the Company's valuation allowance with respect to the 
future tax benefits of the net operating loss as a result of the 
uncertainty of their ultimate realization.  Included in the net losses 
for the second quarter and first six months of the prior fiscal year 
of $1,557,000 and $2,499,000 respectively were the result of income 
tax credits of $1,128,000 and $1,810,000.

                                       - 9 -


<PAGE>
                PART II - OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

          Part I.  Exhibit  4.3

                    Amendment No. 1 to Loan and Security Agreement 
between Registrant and Transamerica Business Credit Corporation.

               Exhibit 11.0

                     Computation of earnings per share.



          (b)  Reports on Form 8-K -- There were no reports on Form 
8-K filed during the thirteen weeks ended August 26, 1995.

          Items other than those listed are omitted because they are 
not required.

                                       - 10 -


<PAGE>
                            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 
of the undersigned thereunto duly authorized.




                                            EVANS, INC.




DATE:   October 6, 1995                 PATRICK J. REGAN              
                                        PATRICK J. REGAN              
                                        President and                 
                                        Chief Executive Officer       

                                   
DATE:   October 6, 1995                 WILLIAM E. KOZIEL             
                                        WILLIAM E. KOZIEL             
                                        Chief Financial Officer       

                                       - 11 -


<PAGE>
                   EVANS, INC. AND SUBSIDIARIES






     Exhibit                                            Page No.


       4.3                                              13 - 14



      11.0                                                 15

                                       - 12 -


<PAGE>
          AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

     AMENDMENT NO. 1, dated as of October 3, 1995, between 
TRANSAMERICA BUSINESS CREDIT CORPORATION ("Lender"), and EVANS, INC. 
("Borrower"), and Borrower's wholly-owned Subsidiaries, KOSLOW'S, INC. 
("Koslow") and EVANS - ROSENDORF OF MARYLAND, INC. ("Rosendorf") 
(Koslow and Rosendorf individually, a "Borrowing Subsidiary", and 
collectively, "Borrowing Subsidiaries").

     Lender and Borrower and Borrowing Subsidiaries are parties to a 
Loan and Security Agreement, dated as of May 31, 1995 (the "Loan and 
Security Agreement").  Lender, Borrower and Borrowing Subsidiaries 
desire to amend the Loan and Security Agreement in certain respects 
and, accordingly, the parties hereto agree as follows:

     1.   Definitions.  Except as otherwise provided herein, the terms 
defined in the Loan and Security Agreement are used herein as defined 
therein.

     2.   Amendments.  Effective as of August 16, 1995, the Loan and 
Security Agreement is amended as follows:

          A.   Section 7.3(E) is amended and restated as follows:

               "(E)  At the end of the second Fiscal Quarter of the 
1996 Fiscal Year, Average Inventory Days of not more than 300, and at 
the end of each subsequent Fiscal Quarter, Average Inventory Days of 
not more than the number set opposite such Fiscal Quarter in the 
following schedule:

                                            Average
               Fiscal Quarter           Inventory Days

                   First                     240
                   Second                    280
                   Third                     160
                   Fourth                    105

          B.   Section 7.3(G) is amended and restated as follows:

               "(G)  (i)  at the end of each Fiscal Quarter subsequent 
to the date hereof, Average Accounts Receivable Days of not more than 
210 with respect to Owned Store Sales Accounts, and not more than 45 
with respect to Licensed Department Sales Accounts, (ii) at the end of 
each of the third Fiscal Quarters subsequent to the date hereof, 
Average Accounts Receivable Days of not more than 115 with respect to 
Owned Store Service Accounts and not more than 220 with respect to 
Licensed Department Service Accounts, and (iii) at the end of each of 
the first, second and fourth Fiscal Quarters subsequent to the date 
hereof, Average Accounts Receivable Days of not more than 75 with 
respect to Owned Store Service Accounts, and not more than 85 with 
respect to Licensed Department Service Accounts.
                                       
                                       - 13 -


<PAGE>
     3.   Representation and Warranty.  Borrower and each Borrowing 
Subsidiary represents and warrants to Lender that the execution and 
delivery by Borrower and each Borrowing Subsidiary of this Amendment 
No. 1 are within Borrower's and each Borrowing Subsidiary's corporate 
power, have been duly authorized by all necessary or proper corporate 
action, are not in contravention of any provision of Borrower's or 
either Borrowing Subsidiary's Articles or Certificate of Incorporation 
or By-Laws, will not violate any law or regulation, or any order or 
decree of any court or governmental instrumentality, will not conflict 
with or result in the breach or termination of, constitute a default 
under, or accelerate any performance required by, any indenture, 
mortgage, deed of trust, lease, agreement or other instrument to which 
Borrower or either Borrowing Subsidiary is a party or by which 
Borrower or either Borrowing Subsidiary or any of its property is 
bound and do not require the consent or approval of any governmental 
body, agency, authority or any other person.

     4.   Miscellaneous.  Except as herein provided, the Loan and 
Security Agreement shall remain unchanged and in full force and 
effect.  This Amendment No. 1 may be executed in any number of 
separate counterparts, each of which shall, collectively and 
separately, constitute one agreement.  This Amendment No. 1 and the 
obligations arising hereunder shall be governed by, and construed and 
enforced in accordance with, the laws of the State of Illinois 
applicable to contracts made and performed in such state, without 
regard to the principles thereof regarding conflict of laws, and any 
applicable laws of the United States of America.

     IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed 
as of the day and year specified at the beginning hereof.

TRANSAMERICA BUSINESS CREDIT            EVANS, INC.
CORPORATION


By:        Matthew N. McAlpine          By:        Patrick J. Regan           
   Name:   Matthew N. McAlpine             Name:   Patrick J. Regan
   Title:  Senior Account Executive        Title:  Chief Executive Officer


                                        KOSLOW'S, INC.

                                        By:        Patrick J. Regan           
                                           Name:   Patrick J. Regan
                                           Title:  Chief Executive Officer


                                        EVANS-ROSENDORF OF
                                        MARYLAND, INC.

                                        By:        Patrick J. Regan           
                                           Name:   Patrick J. Regan
                                           Title:  Chief Executive Officer
                                       
                                       - 14 -


<PAGE>
<TABLE>
                                  EXHIBIT 11
                         EVANS, INC. AND SUBSIDIARIES
                      COMPUTATION OF EARNINGS PER SHARE

<CAPTION>

                           Thirteen weeks ended        Twenty-six weeks ended
                        --------------------------   --------------------------
                         August 26,    August 27,     August 26,    August 27,
                            1995          1994           1995          1994
                        ------------  ------------   ------------  ------------
<S>                     <C>           <C>            <C>           <C>
        Primary:
- ------------------------
Weighted average
 shares outstanding       4,918,301     4,918,301      4,918,301     4,918,301

Incremental shares
 for exercise of
 stock options               --           116,734         --           122,325
                        ------------  ------------   ------------  ------------
Adjusted number
 of common shares
 outstanding              4,918,301     5,035,035      4,918,301     5,040,626
                        ============  ============   ============  ============

Net loss                $(2,473,000)  $(1,557,000)   $(4,220,000)  $(2,499,000)
                        ============  ============   ============  ============

 Net loss per share        $(.50)        $(.31)         $(.86)        $(.50)
                        ============  ============   ============  ============


     Fully diluted:
- ------------------------
Weighted average
 shares outstanding       4,918,301     4,918,301      4,918,301     4,918,301

Incremental shares
 for exercise of
 stock options               --           116,734         --           122,325
                        ------------  ------------   ------------  ------------
Adjusted number
 of common shares
 outstanding              4,918,301     5,035,035      4,918,301     5,040,626
                        ============  ============   ============  ============

Net loss                $(2,473,000)  $(1,557,000)   $(4,220,000)  $(2,499,000)
                        ============  ============   ============  ============

 Net loss per share        $(.50)        $(.31)         $(.86)        $(.50)
                        ============  ============   ============  ============

                                       - 15 -
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER>       1
       
<S>                                     <C>       
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       Mar-02-1996
<PERIOD-START>                          Feb-26-1995
<PERIOD-END>                            Aug-26-1995                     
<CASH>                                      160,000
<SECURITIES>                                      0
<RECEIVABLES>                            13,547,000
<ALLOWANCES>                                      0
<INVENTORY>                              16,946,000
<CURRENT-ASSETS>                         31,418,000
<PP&E>                                   22,893,000
<DEPRECIATION>                           12,416,000
<TOTAL-ASSETS>                           44,765,000
<CURRENT-LIABILITIES>                    17,818,000
<BONDS>                                           0
<COMMON>                                  1,267,000
                             0
                                       0
<OTHER-SE>                               16,057,000
<TOTAL-LIABILITY-AND-EQUITY>             44,765,000
<SALES>                                  20,299,000
<TOTAL-REVENUES>                         29,608,000
<CGS>                                    15,845,000
<TOTAL-COSTS>                            20,956,000
<OTHER-EXPENSES>                            (3,000)
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                          604,000
<INCOME-PRETAX>                         (4,220,000)
<INCOME-TAX>                                      0
<INCOME-CONTINUING>                     (4,220,000)
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                            (4,220,000)
<EPS-PRIMARY>                                   .86
<EPS-DILUTED>                                   .86

        

</TABLE>


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