SUNSHINE JR STORES INC
10-Q, 1995-05-12
AUTO DEALERS & GASOLINE STATIONS
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                         FORM 10-Q

	       SECURITIES AND EXCHANGE COMMISSION

       		     Washington, D.C.  20549

(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)  OF 
       	THE SECURITIES EXCHANGE ACT OF 1934
	
For the quarterly period ended March 30, 1995

                   				OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF 
       	THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________.

Commission file number 1-7441
		       
_____________________Sunshine-Jr. Stores, Inc._______________
  (Exact name of registrant as specified in its charter)

_____________Florida_____________     ______59-0669576_______
(State or other jurisdiction           (I.R.S. Employer
 of incorporation or organization)      Identification No.)
 
 _____109 West Fifth Street, Panama City, FL  32402__________
     (Address of principal offices)          (Zip Code)

(Registrant's telephone number, including area code)
_____________(904) 769-1661_________________________

______________________(Not Applicable)_______________________
(Former name, former address and former fiscal year, if 
 changed since last report)

    Indicate  by check mark 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 for 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 __ 

    Indicate the number of shares outstanding  of each of the 
issuer's classes of common stock, as of May 2, 1995.

Common Stock        $.10 Par Value           1,701,650 shares
<PAGE>
PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
BALANCE SHEETS
Sunshine-Jr. Stores, Inc.
<CAPTION>
                                                      March 30,    December 29,
                                                        1995           1994
                                                     (Unaudited)
<S>                                                  <C>           <C>                              
ASSETS                                               

CURRENT ASSETS:
 Unrestricted cash and cash equivalents............. $11,078,540   $11,301,810
 Restricted cash....................................     495,676       923,698
 Accounts receivable, less allowances for
  doubtful accounts of $16,000 and $18,000
  in 1995 and 1994, respectively....................   1,878,198     2,154,351
 
 Inventories:
   Inventories--FIFO basis..........................   8,769,076     8,631,523
   Less LIFO reserve................................  (2,601,273)   (2,494,773)
   Total inventories................................   6,167,803     6,136,750
 
 Properties held for sale...........................      85,593       234,783
 Environmental receivable (Note F)..................   2,516,000     2,516,000
 Prepaid expenses and other assets..................   1,093,192     1,601,694 
  TOTAL CURRENT ASSETS..............................  23,315,002    24,869,086
 
PROPERTY AND EQUIPMENT, at cost:
 Land...............................................   7,072,445     7,067,444
 Buildings..........................................  12,530,713    12,412,979
 Fixtures and equipment.............................  22,986,400    22,879,237
 Leaseholds and improvements........................   4,868,599     4,699,384
                                                      47,458,157    47,059,044
 Less allowances for depreciation and 
  amortization...................................... (26,042,010)  (25,459,365)
                                                      21,416,147    21,599,679
OTHER ASSETS:
 Properties held for sale, net......................   3,403,581     3,425,655
 Environmental receivable (Note F)..................  11,294,000    11,294,000
 Other..............................................     733,214       668,013
                                                     $60,161,944   $61,856,433

</TABLE>
*See notes to condensed financial statements.
<PAGE>
<TABLE>
BALANCE SHEETS
Sunshine-Jr. Stores, Inc.
<CAPTION>

                                                      March 30,    December 29,
                                                        1995           1994
                                                     (Unaudited)
<S>                                                  <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities: 
 Accounts payable and accrued expenses (certain 
  of which may be subject to compromise)............ $13,164,180   $13,961,116
 Environmental reserves (Note F):
   Sites considered eligible for reimbursement .....   2,516,000     2,516,000 
   Sites not considered eligible for reimbursement..     474,779       426,825
                                                       2,990,779     2,942,825
								 
 Current portion of long-term debt..................   1,151,596     1,357,328 
   Total current liabilities........................  17,306,555    18,261,269

Environmental reserves (Note F):
  Sites considered eligible for reimbursement.......  11,294,000    11,294,000
  Sites not considered eligible for reimbursement...     664,688       731,000
                                                      11,958,688    12,025,000
 
Long-term debt, less current portion................  18,988,194    19,400,162

COMMITMENTS AND CONTINGENCIES (Note E & F)

STOCKHOLDERS' EQUITY
 Common stock, $.10 par value; 3,000,000 shares 
  authorized, 1,701,650 shares issued and 
  outstanding.......................................     170,165       170,165
 Additional paid-in capital.........................   5,124,245     5,124,245
 Retained earnings..................................   6,614,097     6,875,592
   Total stockholders' equity.......................  11,908,507    12,170,002
                                                     $60,161,944   $61,856,433

</TABLE>
*See notes to condensed financial statements.
<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS
Sunshine-Jr. Stores, Inc.
(Unaudited)
<CAPTION>
                                                        Thirteen Weeks Ended
                                                       March 30,     March 31, 
                                                         1995          1994
<S>                                                  <C>           <C>
Net Revenue......................................... $37,122,497   $41,059,151
Costs and Expenses:
 Costs of goods sold................................  28,657,283    31,658,392
 Selling, general, and administrative...............   8,265,702     9,139,432
 Interest expense...................................     455,921       443,438
                                                      37,378,906    41,241,262

Interest Income.....................................     113,694        90,652
Loss Before  Reorganization Items and 
 Provision for Income Taxes.........................    (142,715)      (91,459)

(Income) Expense from Reorganization Items: 
 Net loss (gain) from sale of property & equipment..      44,494    (1,071,065)
 Professional fees..................................      34,549       290,429
 Restructuring (recoveries) charges.................      39,737        41,322
                                                         118,780      (739,314)

Income (Loss) Before Income Taxes...................    (261,495)      647,855
Provision for Income Taxes:
 Current............................................           0       103,571
 Deferred...........................................           0             0
                                                               0       103,571

NET INCOME (LOSS)...................................   ($261,495)     $544,284

Net income (loss) per common share..................      ($0.15)        $0.32
</TABLE>
*See notes to condensed financial statements.
<PAGE>
<TABLE>
STATEMENT OF CASH FLOWS
Sunshine-Jr. Stores, Inc.
(Unaudited)
<CAPTION>	
                                                        Thirteen Weeks Ended
                                                       March 30,     March 31,
                                                         1995          1994
<S>                                                  <C>           <C>                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income (Loss)..................................   ($261,495)     $544,284
Adjustments to reconcile net income (loss) to net 
  cash provided by operating activities before 
  reorganization and restructuring items:          
 Depreciation and amortization......................     640,962       713,683
Changes in assets and liabilities:
 Decrease in accounts receivable, net...............     276,153       232,625
 Increase in inventories, net.......................     (31,053)     (255,911)
 Decrease  in prepaid expenses and other assets.....     440,929       328,634
 Increase (decrease) in accounts payable and 
  accrued expenses..................................     221,995    (1,547,070)
 Decrease in noncurrent liabilities.................     (66,312)            0
  Total adjustments before reorganization and 
   restructuring items..............................   1,482,674      (528,039)
Adjustments due to reorganization and 
  restructuring items:
 Loss (gain) on sale of property and equipment......      44,494    (1,071,065)
 Restructuring charges .............................      39,737        41,322
 Payment of restructuring charges...................  (1,045,263)     (256,136)
 Increase in professional fees payable related to  
  reorganization items..............................      34,549       290,429
Total adjustments due to reorganization and 
  restructuring items...............................    (926,483)     (995,450)
Total adjustments...................................     556,191    (1,523,489)
 Net cash provided by (used in) operating activities     294,696      (979,205)
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment.................    (495,146)     (234,589)
 Proceeds from sale of property and equipment 
  related to reorganization items...................     164,486     5,147,489
 Collections of notes and loans receivable, net.....       2,372        28,764
 Net cash provided by (used in) investing activities    (328,288)    4,941,664
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of long-term debt...........           0             0
 Payments on long-term debt and capital lease 
  obligations.......................................    (617,700)      (28,450)
  Net cash used in financing activities.............    (617,700)      (28,450)
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS........................................    (651,292)    3,934,009
UNRESTRICTED AND RESTRICTED CASH AND
 CASH EQUIVALENTS, beginning of period..............  12,225,508    13,740,973
UNRESTRICTED AND RESTRICTED CASH AND
 CASH EQUIVALENTS, end of period.................... $11,574,216   $17,674,982
</TABLE>
*See notes to condensed financial statements.
<PAGE>
             		  SUNSHINE-JR. STORES, INC.
	         NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)
March 30, 1995

Note A: Basis of Presentation

The accompanying unaudited financial statements of  Sunshine-
Jr.  Stores,  Inc.  (the "Company")  have  been  prepared  in 
accordance with  generally accepted accounting principles for 
interim  financial  information  and with the instructions to 
Form 10-Q and Rule 10-01 of Regulation S-X.    In the opinion 
of  management,  all  adjustments   (consisting   of   normal 
recurring  accruals)  considered   necessary   for   a   fair 
presentation  have  been included.  Operating results for the 
thirteen week period ended March 30, 1995 are not necessarily 
indicative  of  the results that may be expected for the year 
ending  December 28, 1995.   Certain  reclassifications  have 
been made in the 1994 financial statements to conform to  the 
1995 presentation.   For  further  information,  refer to the 
audited financial statements and footnotes  attached  thereto 
included in the Company's annual report on Form 10-K for  the 
year ended December 29, 1994.  
<PAGE>
Note B: Inventories

Inventories consist of the following:
<TABLE>
<CAPTION>					   
					   
					   
                               Mar 30, 1995    Dec 29, 1994 
<S>                            <C>             <C> 
Merchandise                      $6,775,864      $6,693,036
Gasoline                          1,993,212       1,938,487

Total Inventories FIFO Basis      8,769,076       8,631,523

Excess of FIFO cost over LIFO 
 values                          (2,601,273)     (2,494,773)

Total Inventories LIFO Basis     $6,167,803      $6,136,750  
</TABLE>
Note C: Long-Term Debt:

Long-term debt consists of the following:
<TABLE>
<CAPTION>								     
                                               Mar 30, 1995    Dec 29, 1994
<S>                                            <C>             <C>
Secured notes payable to holders of Class 7 
 General Unsecured Claims as defined in the 
 Company's Plan of Reorganization.              $14,778,843     $15,211,145

Amounts due on capital leases                             0           7,729

Notes payable to holders of Class 2 Priority 
 Tax Claims as defined in the Company's Plan 
 of Reorganization with quarterly principal 
 payments through December 1998, interest at 
 7.0%.                                            2,940,895       3,111,851

Secured notes payable with monthly principal 
payments and interest at 7.0% for the 
purchase of 10 stores previously leased 
under capitalized leases.                         2,420,052       2,426,765
								      
                                                 20,139,790      20,757,490

Less Current Portion                             (1,151,596)     (1,357,328)

Total                                           $18,988,194     $19,400,162
</TABLE>


Note D:  Accounts Payable and Accrued Expenses

As of March 30, 1995, accounts payable and  accrued  expenses 
include Chapter 11 administrative professional fees  totaling 
$2,108,000  which will be required to be paid within ten days 
after the entry of a final order allowing such administrative 
claim.

Note E:  Litigation

One  of  the Company's former officers has filed a bankruptcy 
administrative  claim  for approximately $850,000 against the 
Company  resulting  from  the alleged breach of an employment 
contract.  The Company has filed an objection to  this  claim 
and this matter is still pending before the Bankruptcy Court.  
In the event the Bankruptcy Court determines that this  claim 
is administrative in nature, then the claim will  have  to be 
paid within ten days of the entry of a  final  order granting 
such administrative claim.  In the event the Bankruptcy Court 
finds  that  the claim  is  not  entitled  to  administrative 
priority status, then the claim will be treated as a  general 
unsecured claim and may  be  subject to certain reductions by 
virtue of the limitations imposed by  the  Bankruptcy Code or 
other applicable law.  Additionally, certain  creditors  have 
filed various other claims in connection with the  bankruptcy 
to  which  the  Company  has  objected.  In  the  opinion  of 
management, the  resolution  of  the  pending claims will not 
have  a  material  adverse  effect on the financial position, 
liquidity or results of operations of the Company.
	
In the normal course of conducting its business,  the Company 
is involved in various other litigation arising from  general 
liability, workers' compensation, equal employment and  other 
claims.  In the opinion of management, the resolution of  the 
outstanding cases will not have a material adverse effect  on 
the  financial  position, liquidity  or results of operations 
of the Company.

Note F:  Commitments and Contingencies

Contingent Note

In  connection  with  the   Company's   Chapter  11  Plan  of 
Reorganization,  the  Company  issued  the  holder  of its 7% 
secured  notes  an additional $667,643 contingent note, which 
would  only become due and payable (with interest at the rate 
of 7%) upon default under the 7% secured notes, see Note C.

Contingent Creditors

For a description of certain claims filed  in  the  Company's
Chapter 11 bankruptcy  proceeding  to  which  the Company has
objected, see Note E.

Environmental Compliance

The ownership and/or operation of underground  storage  tanks 
("UST's")  is  subject  to  federal, state and local laws and 
regulations.      The  Company  owns  and/or  operates  UST's 
containing  petroleum  products  at  most  of its sites which 
offer  gasoline  or  diesel.    Federal  regulations  include 
requirements  for (a) maintaining a release detection system, 
(b) upgrading  tank  systems, (c) taking corrective action in 
response  to  a  release, (d) closing out of service tanks to 
prevent future releases,  (e) keeping appropriate records and 
(f)  maintaining  evidence  of  financial  responsibility for 
taking  corrective  action and compensating third parties for 
bodily injury and property damage resulting from a release of 
petroleum products.

The  Company  is  required  under EPA regulations to maintain 
evidence of  financial  responsibility  for taking corrective 
action and compensating  third  parties for bodily injury and 
property  damage  resulting  from  releases  in the amount of 
$1,000,000 per occurrence,  with an annual aggregate coverage 
limit  of  $2,000,000.         The  Company  has  third-party 
environmental  insurance  coverage  in  the State of Florida.  
Third  party liability coverage is provided by the individual 
state  trust  funds  in the other states in which the Company 
operates.

The  Company  estimates  that  it  will  cost   approximately 
$2,500,000   in   capital   expenditures   related   to  tank 
replacements,  overfill/spill  protection,  release detectors 
and cathodic protection retrofits, during the next four years 
to comply with UST detection and prevention  requirements  at 
all  of  the  Company's  stores  in  operation  in 1998.  The 
Company's estimated cost to comply with the UST  requirements 
may  increase  if  certain  prevention  efforts at particular 
sites  fail,  thus  requiring  the  subsequent replacement of 
UST's at these sites.  For fiscal 1995, the Company estimates 
that  it  will  cost  approximately  $500,000 for upgrades to 
remain in compliance with UST requirements.
	
During 1992, the Company engaged an environmental engineering 
firm  to  perform  environmental  assessments and remediation 
activities  at  its  sites.   The  Company  has an accrual of 
approximately $1,139,000 at March 30, 1995 to be incurred for 
work  that  is not eligible for reimbursement under the state 
trust funds.  The  Company's  accrual  is  based on estimates 
made  by  the  independent environmental engineering firm and 
internal  environmental  staff  with  regard  to  the cost of 
assessment and remediation required at particular sites. 

In  addition,  the  Company's  environmental  engineering and 
consulting  firm  and  internal   environmental   staff  have 
estimated that costs for  assessment and remediation services 
at  open  and  closed sites which are considered eligible for 
reimbursement  under   the  state   trust  funds  will  total 
$13,810,000.  Of this amount, it is estimated that $2,516,000 
will  be  incurred during the next year.  As discussed below, 
the  Company  has  agreements  with  contractors  who will be 
compensated directly by the state trust funds.   Accordingly, 
the  Company  has  recorded  both  accrued  liabilities   and 
receivables  for  the current and non-current portion of this 
amount.   In   prior   years,  the   Company   recorded   its 
environmental reserve net of anticipated reimbursements.  

The Company has executed agreements with third party financed 
assessment  and  remediation  contractors ("the Contractors") 
who  will  be  responsible  for assessment and remediation of 
contaminated  sites  as  well  as  preparing  and  filing the 
appropriate applications for state trust fund reimbursements.  
Under  the  terms  of the agreements, the Contractors will be 
compensated  for  services by state trust fund reimbursements 
and  the  Company will only be responsible for the payment of 
certain  deductibles  and  interest  on costs the Contractors 
have  invested  if  certain contingencies occur under a state 
trust  fund  which  precludes  the payment of interest by the 
fund,  and  for  assessment  and  remediation costs for sites 
determined to be ineligible for trust fund reimbursement. 

The state of Florida is currently reviewing  its  tank  trust 
fund program and has recently implemented certain  changes to 
this program.  The Company  does  not  presently believe that 
this  review  or  these  changes will have a material adverse 
effect on the Company.  

Note G:  Gain/Loss on Sale of Property and Equipment

The first quarter 1995 loss on sale of property and equipment 
of  approximately  $44,000  is  primarily  a  result  of  the 
Company's  sale  of  assets of  excess properties.  A gain of 
approximately  $1,071,000  was  recognized  by the Company in 
first  quarter  1994  when  the Company sold the assets at 25 
locations located primarily in the central Florida area.

Note H:  Reorganization Items

In  connection  with  its  Chapter  11  filing,  the  Company 
recorded first quarter reorganization items which  included a 
loss  on  sale  of  property  and   equipment   (See Note G), 
approximately  $35,000  in  professional  fees related to the 
Company's  reorganization  efforts,  and  other restructuring 
charges of approximately $40,000 resulting from resolution of 
certain disputed claims approved by the Bankruptcy Court.
<PAGE>
ITEM 2.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATION
	      
LIQUIDITY AND CAPITAL RESOURCES

The  Company's  Plan  of  Reorganization  calls for a smaller 
reorganized  entity,  operating  at  lower  relative overhead 
levels.  The Plan of Reorganization calls for the sale of all 
of  the  Company's  non-operating  real  property,  the sale, 
sublease or closure of approximately 28 more stores beginning 
with  the  store  count  of  205  at March 30, 1995, and full 
payment of all pre-petition creditors over time.  Payments to 
these  creditors  are  to be made from the proceeds of future 
asset  sales,  after  deduction of certain items described in 
the  Plan  of  Reorganization, and from future cash flow from 
operations.   During  the  first quarter of 1995, the Company 
sold  excess  property   for   aggregate   consideration   of 
approximately  $164,000.    The  Company  believes  that  its 
current  cash  on  hand  and   funds  to  be  generated  from 
operations  and  asset  sales  will  be adequate to cover its 
operations  and  required  Plan  of  Reorganization payments.  
Remaining  Plan  of Reorganization payments include estimated 
Chapter  11 administrative items of approximately $2,108,000, 
which the Company anticipates paying in 1995.  

Cash flow for the first quarter of 1995 was  approximately  a 
negative  $651,000,  after  the use of approximately $618,000 
for  payment  of long-term debt, approximately $328,000, net, 
for  investing activities, primarily the purchase of property 
and  equipment,  offset by approximately $295,000 provided by 
operating activities.  Included  in  the $295,000 provided by 
operating  activities,  is  a use of approximately $1,045,000 
for  the  payment  of  administrative  claims approved by the 
bankrupcty court.

Due to the nature of the convenience store  business, most of 
the Company's sales are for cash and inventories are  rapidly 
converted  to  cash  to  meet  general  daily working capital 
requirements.   The  Company believes that cash on hand, cash 
provided from operations  and cash provided from assets sales 
will be sufficient to meet short term liquidity needs.

The  Company  is currently negotiating with petroleum vendors 
to establish a long-term supply arrangement.  If one of these 
agreements  is  executed,  it  will likely provide additional 
capital  resources  for  upgrading  the  image  and  gasoline 
equipment  at  the  Company's  stores.  The Company estimates 
that  it  will cost approximately an additional $2,500,000 in 
capital  expenditures  over  the next four years to meet 1998 
UST  detection  and  prevention  requirements at its existing 
sites,  of  which  approximately $500,000 will be required in 
fiscal 1995.

The Company has executed agreements with third party financed 
remediation  contractors  ("the Contractors")  who  will   be 
responsible  for  assessment  and remediation of contaminated 
sites  as  well  as  preparing  and  filing  the  appropriate 
applications for state trust fund reimbursements.   Under the 
terms of the agreements,  the Contractors will be compensated 
for services through state  trust fund reimbursements and the 
Company will only be  responsible  for the payment of certain 
deductibles  and  interest  on  costs  the  Contractors  have 
invested  if certain  contingencies occur under a state trust 
fund which precludes the payment of interest by the fund, and 
for  assessment and remediation costs for sites determined to 
be ineligible for trust fund reimbursement.   For information 
concerning  environmental  matters, including the $13,810,000  
liability  and  receivable  established with respect to sites 
eligible for state trust fund reimbursement, these agreements 
and the status of the Florida trust fund program, as well  as 
anticipated capital expenditures for environmental compliance 
matters, see Note F to the Financial Statements.

The  Company  announced  in  August 1994 that it had retained 
financial advisors to assist it in connection with a possible 
sale  of  the  Company  resulting  from  the  interest of the 
Company's  controlling  shareholders in selling their shares.  
Since that time, the Company has held and continues  to  hold 
active  discussions  with potential purchasers.  There can be 
no assurances that a transaction will be formally proposed or 
consummated, or, if  consummated  at  what  price.   Any such 
transaction would be subject,  among  other  things,  to  the 
receipt of a "fairness opinion" from the  Board of Directors' 
financial advisor, the approval  of  the  Board of Directors, 
the  approval  of  the  Company's  majority  stockholders and  
the successful  negotiation  and  execution   of   definitive 
agreements.

RESULTS OF OPERATIONS

Revenues

The  average  number  of stores in operation during the first 
quarter  of 1995 was 205 compared to 240 in the first quarter 
of 1994.   Data discussed below as "same store" includes data 
from the same stores during the comparable periods.  On March 
30, 1995, the  Company  operated  205  convenience  stores in 
Florida, Alabama, Mississippi, Georgia and Louisiana.
<TABLE>
Total Revenues
(In Thousands)
<CAPTION>

                                           Thirteen Weeks Ended
                                        Mar 30,   Mar 31,     % of
                                         1995      1994      Change
<S>                                     <C>       <C>        <C>
Merchandise and Other Revenue Items     $18,999   $21,743    (12.6%)
Gasoline Revenues                        18,124    19,316     (6.2%)

Total Revenues                          $37,123   $41,059     (9.6%)

Gas Gallons                              17,582    19,965    (11.9%)
</TABLE>

During  the  thirteen  weeks  ended  March  30, 1995,   total 
revenues decreased  approximately  $3,936,000 compared to the 
same period of the previous year due primarily to a  decrease 
in   the   number   of   stores.   Gasoline  sales  decreased 
approximately $1,192,000 and merchandise  revenues  decreased 
approximately $2,744,000.

Merchandise revenues  include  merchandise  sales  as well as 
revenues  from  amusement  machines,  video rentals,  service 
charges,   money  order  commissions,   lottery  commissions, 
telephone  commissions  and  other  miscellaneous items.  The 
$2,744,000 decrease in merchandise revenues for the  thirteen 
week  period  is  comprised  of  a  $2,598,000  decrease   in 
merchandise  sales  coupled  with a decrease in other revenue 
items  of  approximately  $146,000.   On  a same store basis, 
merchandise revenues decreased  approximately $129,000 or .7% 
over the comparable period of the prior year.   This decrease 
is   comprised   of   a  decrease  in  merchandise  sales  of 
approximately  $44,000  coupled  with  a  decrease  in  other 
revenue items of approximately $85,000.  

Gasoline revenues accounted for 48.8%  of  total  revenues in 
the first quarter  of  1995  compared  to 47.0% in  the first 
quarter of 1994.  The 6.2% decrease in gasoline revenues  for 
the thirteen week period  ended March 30, 1994,  is due to  a 
decrease  in  volume.   The decrease in volume is a result of 
fewer locations selling gasoline.  The number of gallons sold 
decreased by approximately 2,383,000  gallons  in  the  first 
quarter of 1995 compared to the prior year.   On a same store 
basis, gasoline revenues  increased  approximately $1,568,000 
or 9.5% and gasoline gallons increased approximately  658,000 
or 3.9% over the comparable period of 1994.  

Gross Profit
<TABLE>
Total Gross Margin Rate
<CAPTION>
                                       Thirteen Weeks Ended
                                        Mar 30,   Mar 31,
                                         1995      1994
<S>                                     <C>       <C> 
Merchandise and Other Revenue Items       33.3%     33.0%

Gasoline                                  11.8%     11.6%

Total                                     22.8%     22.9%

Gasoline Gross Margin/Gallon             $0.122    $0.112 
</TABLE>

Gross profit on merchandise and other revenue items was 33.3% 
for the first quarter of 1995 compared to 33.0% for the first 
quarter  of  1994.   During  the  first  quarter of 1995, the 
Company  recorded  a  LIFO  expense of approximately $49,500.  
However, in the first quarter of 1994, the  Company  recorded 
a net LIFO benefit of $101,000 due  primarily  to the sale of 
25 stores.   On a pre-LIFO basis, gross profit on merchandise 
and  other  revenue items was 33.6% compared to 32.5% for the 
first quarters of 1995 and 1994, respectively.    The Company 
is  experiencing  higher  gross  margin  percentages  due  to 
actions  and  programs  the Company began implementing in the 
second half of 1993 and the first half of 1994. These actions 
include  developing  new  product  categories  and  expanding 
and improving the product mix in existing product categories, 
changing store and walk-in cooler layouts  to  encourage  the 
purchase  of  higher  margin  items and training of field and 
store management on proper  purchasing  procedures  to  lower 
costs.   On  a  same  store basis, the Company's gross margin 
percentage  was 33.3% compared to 32.4% for the first quarter 
of 1994.  Gross profit on merchandise sales and other revenue 
items increased approximately $145,000 or 2.4%.  The increase 
is a result of an increase of  approximately $206,000 or 3.7% 
in gross profit from merchandise sales  partially offset by a 
decrease  of  approximately  $61,000 or 10.7% in gross profit 
from other revenue items.

Gross  profit  from  gasoline  sales  decreased approximately 
$96,000  in  the  first  quarter of 1995 as compared to 1994.  
This decrease is a function  of  a  decrease  in  volume sold 
partially  offset  by  a  $.01  increase  in gross profit per 
gallon.   On  a  same  store  basis,  gasoline  gross  profit 
increased approximately $189,000 or 9.3%.  This increase is a 
function  of  increased  volume and a $.006 increase in gross 
profit  per  gallon.   The  gasoline  market is significantly 
influenced  by  external  factors  affecting  world petroleum 
markets  which  cause gross profit per gallon to be extremely 
volatile. 

Selling, General and Administrative Expenses

Selling,  general  and  administrative expenses were 22.3% of 
total revenues in the first quarters of 1995 and 1994.   

Although selling,  general  and  administrative expenses as a 
percent of revenues remained constant, selling,  general  and 
administrative  expenses  for  the  first  quarter  decreased 
approximately $874,000 compared to the first quarter of 1994.  
The   decrease   is   attributable   to  the  closing  of  27 
convenience stores.  

Interest Income

Interest  income  in  the  first quarter of 1995 increased by 
approximately $23,000 from the first quarter of 1994  due  to 
an increase in cash from the sale of fixed assets.

Reorganization Items

The   reorganization   expenses   relate   to   the   various 
administrative and other costs of operating under  Chapter 11 
and subsequent costs related to post confirmation  resolution 
of claims.  The Company recorded an expense on reorganization 
items of approximately $119,000 for the first quarter of 1995 
compared to a gain on reorganization  items of  approximately 
$739,000  for  the  first  quarter of 1994.   The increase in 
expense  is  primarily  attributable to a decrease in gain on 
sale of property and equipment  of  approximately  $1,115,000 
partially  offset  by a decreases in restructuring charges of 
approximately $257,000.  

Income Taxes

The Company  recorded no provision for income taxes  for  the 
thirteen  week  period  ended  March  30,  1995.  The Company 
recorded  a  provision  for  income  taxes  of  approximately 
$104,000  for  the thirteen week period ended March 31, 1994.  
The provision is due principally to the Company's alternative 
minimum tax position.  

Net Earnings/Loss

The Company reported a net loss for the first quarter of 1995 
of approximately  $261,000  or $.15 per share compared to net 
income of approximately  $544,000  or  $.32  per share in the 
first quarter of 1994. Earnings per share is based on average 
outstanding common shares of 1,701,650 for all periods.
<PAGE>
PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

       	  The  following  exhibits are  filed as part of this 
	         Report:
	  
	         27 - Financial Data Schedule

     (b)  Reports on Form 8-K

       	  None
<PAGE>
SIGNATURES



Pursuant to the requirements of the Securities  Exchange  Act 
of  1934,  the  registrant  has duly caused this report to be 
signed on behalf by the undersigned thereunto duly authorized



		    Sunshine-Jr. Stores, Inc.
		    Registrant



May 12, 1995      By: R.M. Shouse
                      -------------------------------------
                      R. M.  Shouse
                      President and Chief Executive Officer



May 12, 1995      By: Michael G. Ware 
                      -------------------------------------
                      Michael G. Ware
                      Principal Financial and Accounting 
                      Officer






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the balance sheets
and the statements of operations of Sunshine-Jr. Stores, Inc. and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-28-1995
<PERIOD-END>                               MAR-30-1995
<CASH>                                      11,574,216
<SECURITIES>                                         0
<RECEIVABLES>                                1,894,198
<ALLOWANCES>                                    16,000
<INVENTORY>                                  6,167,803
<CURRENT-ASSETS>                            23,315,002
<PP&E>                                      47,458,157
<DEPRECIATION>                              26,042,010
<TOTAL-ASSETS>                              60,161,944
<CURRENT-LIABILITIES>                       17,306,555
<BONDS>                                     18,988,194
<COMMON>                                       170,165
                                0
                                          0
<OTHER-SE>                                  11,738,342
<TOTAL-LIABILITY-AND-EQUITY>                60,161,944
<SALES>                                     37,122,497
<TOTAL-REVENUES>                            37,122,497
<CGS>                                       28,657,283
<TOTAL-COSTS>                               28,657,283
<OTHER-EXPENSES>                             8,265,702
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             455,921
<INCOME-PRETAX>                              (142,715)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (142,715)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (261,495)
<EPS-PRIMARY>                                    (.15)
<EPS-DILUTED>                                    (.15)
        

</TABLE>


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