EXHIBIT 15



  INDEPENDENT ACCOUNTANTS' REPORT

  Board of Directors and Stockholders
  50-OFF Stores, Inc.
  San Antonio, Texas

  We have reviewed the accompanying condensed consolidated balance sheet of 50-
  OFF Stores, Inc. and subsidiaries (the Company) as of May 5, 1995, ad the
  related condensed consolidated statements of operations and cash flows for the
  thirteen week periods ended May 5, 1995 and April 29, 1994.  These financial
  statements are the responsibility of the Company's management.

  We conducted our review in accordance with standards established by the
  American Institute of Certified Public Accountants.  A review of interim
  financial information consists principally of applying analytical procedures
  to financial data and of making inquiries of persons responsible for financial
  and accounting matters.  It is substantially less in scope than an audit
  conducted in accordance with generally accepted auditing standards, the
  objective of which is the expression of an opinion regarding the financial
  statements taken as a whole.  Accordingly, we do not express such an opinion.

  Based on our review, we are not aware of any material modifications that
  should be made to such condensed consolidated financial statements for them to
  be in conformity with generally accepted accounting principles.

  As discussed in Note 4 of Notes to Condensed Consolidated Financial
  Statements, the Company has filed a lawsuit related to certain parties' breach
  of contractual obligations to purchase 1,500,000 shares of the Company's
  common stock and actions in misappropriating and removing these shares from an
  escrow account prior to payment for such shares.  The Company intends to
  vigorously prosecute this matter and to pursue all available avenues to effect
  either the receipt of payment for such shares or the return of the shares
  themselves, plus actual and punitive damages.  The Company, based upon advice
  of counsel, believes that it will obtain a judgment against one or more
  defendants in this case; however, the collectibility of any such judgment is
  uncertain at this time.

  We have previously audited, in accordance with generally accepted auditing
  standards, the consolidated balance sheet of 50-OFF Stores, Inc. and
  subsidiaries as of February 3, 1995, and the related consolidated statements
  of operations, stockholders' equity, and cash flows for the year then ended
  (not presented herein); and in our report dated April 20, 1995, we expressed
  an unqualified opinion on those consolidated financial statements and included
  an explanatory paragraph concerning those matters discussed in the preceding
  paragraph.  In our opinion, the information set forth in the accompanying
  condensed consolidated balance sheet as of February 3, 1995 is fairly stated,
  in all material respects, in relation to the consolidated balance sheet from
  which it has been derived.

  DELOITTE & TOUCHE LLP


  San Antonio, Texas
  May 25, 1995