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 November 3, 1995, and the
related condensed consolidated statements of operations for the thirteen and
thirty-nine week periods ended November 3, 1995 and October 28, 1994 and the
consolidated statements of cash flows for the thirty-nine week periods ended
November 3, 1995 and October 28, 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
December 5, 1995