UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-1308
_______________
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K
/ / Form 10-Q / / Form N-SAR CUSIP NUMBER
86320010
_______________
For Period Ended: February 1, 1997
________________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:______________________
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates: __________
_________________________________________________________________________
PART I - REGISTRANT INFORMATION
Strawbridge & Clothier
_________________________________________________________
Full Name of Registrant
_________________________________________________________
Former Name if Applicable
801 Market Street
_________________________________________________________
Address of Principal Executive Office (Street and Number)
Philadelphia, Pennsylvania 19107
_________________________________________________________
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort. or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period:
On July 15, 1996, the shareholders of Strawbridge & Clothier (the
"Company") approved a Plan of Reorganization and Liquidation,
including certain transactions with The May Department Stores
Company and Kimco Realty Corporation, and the dissolution of the
Company following the sale, liquidation or disposal of substantially
all its assets and the payment of substantially all its liabilities.
As a result of the liquidation process, there has been a substantial
reduction in the number of accounting and administrative employees
and substantial changes in the nature of the Company's activities
and its accounting systems. The remaining accounting employees have
been responsible for preparing information in connection with the
liquidation of the Company. As a result, the Company has adopted
the liquidation basis of accounting, as of the close of the second
fiscal quarter on August 3, 1996. This change will be in effect for
the financial statements to be included in its Form 10-K for the
fiscal year ended February 1, 1997. As a result of the above,
additional time is required for the preparation of the financial
statements to be included in the Company's Form 10-K for the fiscal
year ended February 1, 1997.
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James W. McKenzie, Jr., Esquire 215 963-4852
______________________________________ ___________ __________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify report(s). /X/ Yes / / No
__________________________________________________________________________
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
==============================================================================
STRAWBRIDGE & CLOTHIER
____________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
/s/ THOMAS S. RITTENHOUSE
Date _____May __, 1997_______________ By ___________________________________
Thomas S. Rittenhouse
Vice President
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath
the signature. If the statement is signed on behalf of the registrant
by an authorized representative (other than an executive officer),
evidence of the representative's authority to sign on behalf of the
registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
ATTACHMENT REGARDING PART IV, ITEM (3)
The Company believes that a significant change in results of
operations from the corresponding period of the prior fiscal year
will be reflected in the statement of operations to be included in
its Form 10-K for the fiscal year ended February 1, 1997. Such
change is expected to result from the discontinuance of normal
operations during July 1996 as a result of the transactions entered
into for the sale of assets of the Company and the adoption of the
liquidation basis of accounting.
