___________________________________
) APPLICATION FOR
) WITHDRAWAL OF
In the Matter of ) REGISTRATION
) STATEMENT
FAMILY BARGAIN CORPORATION )
) Pursuant to Rule 477
(File No. 333-10877) ) Under The Securities
) Act of 1933, as
) Amended
___________________________________)
FAMILY BARGAIN CORPORATION (the "Company") hereby applies for
an order of the Securities and Exchange Commission (the "Commission")
pursuant to Rule 477 under the Securities Act of 1933, as amended, granting
the Company's request for withdrawal of the Company's Registration
Statement on Form S-2 (File No. 333-10877) filed with the Commission on
August 27, 1996 (as amended, the "Registration Statement").
The Registration Statement relates to the Registration by the
Company of Series A Preferred Stock. The Company has returned those shares
to its treasury and hereby requests immediate withdrawal of the
Registration Statement. Withdrawal of the Registration Statement is
consistent with the public interest and the protection of investors. The
Company confirms that none of the securities which are the subject of this
Registration Statement were offered or sold.
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 22, 1997 By: /s/ Jeffrey C. Gerstel
___________________________________________
Name: Jeffrey C. Gerstel
Title: Executive Vice President, Finance
(Principal Financial and
Accounting Officer)
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