MERRY GO ROUND ENTERPRISES INC
8-K, 1996-02-05
FAMILY CLOTHING STORES
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             SECURITIES AND EXCHANGE COMMISSION

                    Washington, DC  20549


                          FORM 8-K

                       CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

 Date of Report (Date of earliest event reported): February
                           2, 1996


                 MERRY-GO-ROUND ENTERPRISES, INC.
   (Exact Name of Registrant as Specified in its Charter)


Maryland                  1-10491                 52-0913402
(State of               (Commission            (IRS Employer
Incorporation)          File Number)     Identification No.)


3300 Fashion Way, Joppa, Maryland                      21085
(Address of Principal Executive Offices)          (Zip Code)

Registrant's telephone number, including area  code:   (410)
538-1000

<PAGE>

Item 5.        Other Events.


           On February 2, 1996, the Registrant announced its
decision  to  begin the liquidation of the company's  assets
under Chapter 11 of the U.S. Bankruptcy Code.


Item 7.        Financial Statements and Exhibits

(c)  Exhibits

           99.1  Press Release Announcing Liquidation  dated
February 2, 1996.

<PAGE>



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

                           MERRY-GO-ROUND ENTERPRISES, INC.

February 5, 1996              By:  /s/ Isaac Kaufman
                              
                                   Isaac Kaufman
                              Executive Vice President,
                              Secretary and Treasurer
                              
                                   (Principal Financial
                              Officer)
                              
<PAGE>

                        EXHIBIT INDEX
                              
99.1        Press   Release  Announcing  Liquidation   dated
February 2, 1996.







Exhibit 99.1

                       Contact:  Isaac Kaufman, 410-538-1000
                                                            
                                                            
                          MWW/Strategic Communications, Inc.
                          Michael W. Kempner/Carreen Winters
                                                201-507-9500
                                                            
                                                            
                                                            
MERRY-GO-ROUND ENTERPRISES ANNOUNCES ORDERLY WIND DOWN OF
BUSINESS AND CHAPTER 11 LIQUIDATION


     Joppa, MD, February 2, 1996 -- Merry-Go-Round

Enterprises, Inc. (NYSE:MGR) announced today that it has

determined to begin immediately the orderly wind-down of

operations and the liquidation of the company's assets under

Chapter 11 of the U.S. Bankruptcy Code.  The decision to

liquidate results from the inability to obtain adequate

trade support and financing.  This decision comes after

several weeks of negotiations with the Company's lenders and

the examination of all other options.

     Over the next several months the Company will wind-down

business operations and liquidate assets in an orderly

fashion under the supervision of the Bankruptcy Court.  The

process will involve the input of the Company's creditors

and other constituencies.  This process may include the sale

or closing of operating concepts, consolidation of and

closing of stores, and sale of individual leases and/or

groups of leases and the sale of its corporate headquarters

in Joppa, Maryland.  Layoffs will begin immediately and

reductions will proceed commensurate with the wind-down.




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