__________________________________________
) APPLICATION FOR
) WITHDRAWAL OF
In the Matter of ) REGISTRATION
) STATEMENT
FAMILY BARGAIN CORPORATION ) ________________
)
(File No. 1-10089) )
)
)
__________________________________________)
FAMILY BARGAIN CORPORATION (the "Company") hereby applies for
an order of the Securities and Exchange Commission (the "Commission")
granting the Company's request for withdrawal of the Company's Form 8-A/A
(File No. 1-10089) filed on October 30 and October 31, 1996.
The Form 8-A/A relates to an underwritten public offering by
the Company of Convertible Subordinated Debentures due 2006 (No. 333-
09853).
All notices and orders issued pursuant to this Application
should be directed to the undersigned at 4000 Ruffin Road, San Diego,
California, 92123-1866 (telephone 619-627-1800, facsimile 619-637-4180)
with a copy to David W. Bernstein, Esq., Rogers & Wells, 200 Park Avenue,
New York, New York 10166 (telephone 212-878-8000, facsimile 212-878-8375).
FAMILY BARGAIN CORPORATION
Dated: January 28, 1997 By:___________________________________________
Name: Jeffrey C. Gerstel
Title: Executive Vice President, Finance
(Principal Financial and
Accounting Officer)
