SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q/A
Quarterly Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended April 29, 1995
Commission file number 33-27126
PEEBLES INC.
Virginia 54-0332635
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Peebles Street
South Hill, Virginia 23970-5001 (804) 447-5200
(Address of principal executive offices) (Telephone Number)
Indicate by check (x) 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_____.
As of April 29, 1995, 2,942,690 shares of Common Stock
of Peebles Inc. were outstanding.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
(27). Financial Data Schedule
b. Reports on Form 8-K
Reports were filed on April 5, 1995 and May 11, 1995
reporting Item 5, Other Events, and June 14, 1995, reporting a
Change in Control.
<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 by the undersigned thereunto
duly authorized.
PEEBLES INC.
Date: July 19, 1995 By /s/ Michael F. Moorman
-------------------------
Michael F. Moorman
President and Chief Executive
Officer (Principal Executive
Officer)
By /s/ E. Randolph Lail
-------------------------
E. Randolph Lail
Chief Financial Officer,
Senior Vice President-Finance,
Treasurer and Secretary (Principal
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-END> APR-29-1995
<CASH> 74000
<SECURITIES> 0
<RECEIVABLES> 27274000
<ALLOWANCES> 930000
<INVENTORY> 48240000
<CURRENT-ASSETS> 75189000
<PP&E> 51789000
<DEPRECIATION> 22386000
<TOTAL-ASSETS> 149310000
<CURRENT-LIABILITIES> 25265000
<BONDS> 35554000
<COMMON> 294000
0000
0000
<OTHER-SE> 82779000
<TOTAL-LIABILITY-AND-EQUITY> 149310000
<SALES> 36518000
<TOTAL-REVENUES> 36518000
<CGS> 21585000
<TOTAL-COSTS> 21585000
<OTHER-EXPENSES> 12592000
<LOSS-PROVISION> 147000
<INTEREST-EXPENSE> 1057000
<INCOME-PRETAX> 1361000
<INCOME-TAX> 524000
<INCOME-CONTINUING> 837000
<DISCONTINUED> 0000
<EXTRAORDINARY> 0000
<CHANGES> 0000
<NET-INCOME> 837000
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>