SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 1
SCHULTZ SAV-O STORES, INC.
(Name of Issuer and Person Filing Statement)
Preferred Stock, $100 Par Value Per Share
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
JOHN H. DAHLY
Executive Vice President
Schultz Sav-O Stores, Inc.
2215 Union Avenue
Sheboygan, Wisconsin 53081
(414) 457-4433
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person Filing Statement)
______________
With a Copy to:
STEVEN R. BARTH
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
______________
September 11, 1995
(Date Tender Offer First Published, Sent
or Given to Security Holders)
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Item 8 Additional Information
In making any determination with respect to the satisfaction of
certain conditions to the tender offer described under the caption "5.
Certain Conditions Of The Offer" in the Offer to Purchase, dated September
11, 1995 (previously filed as exhibit number (a)(1) to this Schedule 13E-
4), satisfaction of conditions (a)(ii), (b), (c)(iv), (c)(v) and (h) will
be made in the reasonable judgment of the Company, rather than in the sole
judgment of the Company as described therein.
<PAGE>
SIGNATURE
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.
Date: October 5, 1995
SCHULTZ SAV-O STORES, INC.
By /s/ John H. Dahly
John H. Dahly
Executive Vice President
