FARAH INC
SC 13E4/A, 1994-01-07
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
    
        Issuer Tender Offer Statement
    (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
    
                          (AMENDMENT NO. 1)
    
                         FARAH INCORPORATED
                          (Name of Issuer)
    
                         FARAH INCORPORATED
                (Name of Person(s) Filing Statement)
    
     5% Convertible Subordinated Debentures Due February 1, 1994
                   (Title of Class of Securities)
    
                             307387 AA 8
                CUSIP (Number of Class of Securities)

   

James C. Swaim, Executive Vice President,           Daniel W. Rabun, Esq.
Chief Financial Officer and Treasurer               Baker & McKenzie
Farah Incorporated                          With    4500 Trammell Crow Center
8889 Gateway West                          Copies   2001 Ross Avenue
El Paso, Texas 79925                         To:    Dallas, Texas 75201
(915) 593-4594                                      (214) 978-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
    
                          December 3, 1993
                 (Date Tender Offer First Published,
                 Sent or Given to Security Holders)
  
    
    Calculation of Filing Fee:                             
    Transaction Valuation*                    Amount of Filing Fee
          $3,925,000                               $785.00
*  total principal amount of all outstanding debentures to which the tender 
   offer herein relates.
    
x  Check box if any part of the fee is offset as provided by
   Rule 0-11(a)(2) and identify the filing with which the
   offsetting fee was previously paid. Identify the previous
   filing by registration statement number, or the Form or
   Schedule and the date of its filing.
    
                   Amount Previously Paid:      $785.00
                   Form or Registration No.:    1-5400
                   Filing Party:                Farah Incorporated
                   Date Filed:                  December 3, 1993         

   [TYPE]										CORRESP
   [DESCRIPTION]   CORRESP
   [TEXT]
    
    The following item is hereby amended:
    
Item 9.  MATERIAL TO BE FILED AS EXHIBITS

   
(a) (5)  Press Release dated January 7, 1994
    

After due inquiry and to the best of my knowledge and belief, I certify that 
the information set forth in this Statement is true, complete and correct.


		  Dated:  January 7, 1994					      FARAH INCORPORATED


                                      Name:     James C. Swaim
                                      Title:    Executive Vice President, 
                                                Chief Financial Officer 
                                                 and Treasurer
       
<PAGE>
EXHIBIT (a)(5)
Press Release dated January 7, 1994
<PAGE>

PRESS RELEASE -- FOR IMMEDIATE RELEASE
FARAH INCORPORATED ANNOUNCES TIME EXTENSION ON DEBENTURE OFFER

For information call: 

James C. Swaim
Chief Financial Officer
(915) 593-4594


EL PASO, TEXAS -- January 7, 1994 -- FARAH INCORPORATED (NYSE:FRA)
announced today a two week time extension on its offer to exchange
its 5% convertible subordinated debentures due February 1, 1994, for
8.5% convertible subordinated debentures due February 1, 2004.  The
extended exchange offer expires at 12:00 midnight, New York City time,
on January 21, 1994, unless otherwise extended.
    


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