SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MAY 3, 1997

[ ] 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 0-19994
------------------------

SOLO SERVE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 74 - 2048057
- -------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)

1610 Cornerway Blvd., San Antonio, Texas 78219
----------------------------------------------
(Address of principal executive offices)

(210) 662-6262
--------------
(Registrant's telephone number, including area code)

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 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
--- ---

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 2, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES NO
--- ---

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of the issuer's Common Stock, par value $.01 per share,
and Preferred Stock, par value $.01 per share, outstanding as of April 30,
1997, were 2,856,126 and 1,388,889 shares, respectively. Affiliates of the
registrant held 1,307,500 shares of the Common Stock, and all of the Preferred
Stock, outstanding on April 30, 1997.

2
INDEX

PART I - FINANCIAL INFORMATION

PAGE

ITEM 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 3

Balance Sheets, May 4, 1996 (unaudited),
February 1, 1997 and May 3, 1997 (unaudited) . . . . . . . . . . . . . 3

Statements of Operations, thirteen weeks ended
May 4, 1996 (unaudited) and May 3, 1997 (unaudited) . . . . . . . . . 4

Statements of Cash Flows, thirteen weeks ended
May 4, 1996 (unaudited) and May 3, 1997 (unaudited) . . . . . . . . . 5

Notes to Financial Statements
(unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . 8

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ITEM 6. Exhibits and Reports on Form 8 - K . . . . . . . . . . . . . . . . . . 12

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

2
3
PART I

ITEM I. Financial Statements

SOLO SERVE CORPORATION
BALANCE SHEETS

MAY 4, FEBRUARY 1, MAY 3,
ASSETS 1996 1997 1997
------------ ------------ ------------
(unaudited) (unaudited)

CURRENT ASSETS:
Cash $ 1,344,773 $ 1,065,564 $ 1,570,864
Inventory 15,459,253 11,107,938 14,852,823
Other current assets 2,255,850 988,469 1,371,216
------------ ------------ ------------
Total current assets 19,059,876 13,161,971 17,794,903

Property and equipment, net 15,071,813 12,935,322 12,640,949
Goodwill and service marks, net 380,000 290,000 260,000
------------ ------------ ------------
TOTAL ASSETS $ 34,511,689 $ 26,387,293 $ 30,695,852
============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt $ 696,141 $ 770,602 $ 785,096
Accounts payable 4,334,776 3,983,898 6,429,645
Accrued expenses 3,816,412 2,339,615 3,492,518
------------ ------------ ------------
Total current liabilities 8,847,329 7,094,115 10,707,259

Long-term debt 16,259,862 14,960,600 18,286,915
Postretirement benefit obligation 560,200 -- --
------------ ------------ ------------

TOTAL LIABILITIES 25,667,391 22,054,715 28,994,174
------------ ------------ ------------

STOCKHOLDERS' EQUITY:
Preferred stock 13,889 13,889 13,889
Common stock 28,562 28,562 28,562

Capital in excess of par value 24,410,290 24,410,290 24,410,290

Retained deficit (15,608,443) (20,120,163) (22,751,063)
------------ ------------ ------------

TOTAL STOCKHOLDERS' EQUITY 8,844,298 4,332,578 1,701,678
------------ ------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 34,511,689 $ 26,387,293 $ 30,695,852
============ ============ ============

The accompanying notes are an integral part of these financial statements.

3
4
SOLO SERVE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)

THIRTEEN WEEKS ENDED
----------------------------
MAY 4, MAY 3,
1996 1997
------------ ------------

Net Revenues $ 22,259,970 $ 19,602,971

Cost of goods sold (including buying and distribution, excluding 15,744,332 13,986,059
depreciation shown below ------------ ------------

Gross Profit 6,515,638 5,616,912

Selling, general, and administrative expenses 6,476,008 6,742,845

Store closing expense -- 607,000

Depreciation and amortization expenses 643,895 510,324
------------ ------------
Operating loss (604,265) (2,243,257)

Interest expense 368,562 389,926
------------ ------------
Loss before taxes (972,827) (2,633,183)
------------ ------------
Income tax expense (benefit)
Current 0 0
Deferred 0 0
------------ ------------
0 0
------------ ------------
Net loss $ (972,827) $ (2,633,183)
============ ============

Loss per common share $ (.34) $ (.92)
============ ============

Weighted average common shares outstanding 2,856,126 2,856,126
============ ============

The accompanying notes are an integral part of these financial statements.

4
5
SOLO SERVE CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)

THIRTEEN WEEKS ENDED
----------------------------
MAY 4, 1996 MAY 3, 1997
------------ ------------

NET LOSS $ (972,827) $ (2,633,183)
ADJUSTMENTS TO RECONCILE NET LOSS TO CASH FROM OPERATIONS:
Depreciation and Amortization 643,895 510,324
Loss on retirement of property -- 1,141
Changes in Assets and Liabilities:
(Increase) decrease in Inventory (1,249,073) (3,744,885)
(Increase) decrease in Other Current Assets 17,780 (382,746)
Increase (decrease) in Accounts Payable 907,955 2,445,747
Increase (decrease) in Accrued Expenses 606,402 1,152,901
Increase (decrease) in Non Current Liabilities (5,000) --
------------ ------------
Total adjustments 921,959 (17,518)
------------ ------------
Net cash used by operations before reorganization items (50,868) (2,650,701)

OPERATING CASH FLOW FROM REORGANIZATION ITEMS:
Provision for other reorganization expenses (460,612) --
------------ ------------
Net cash used by operations: (511,480) (2,650,701)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in property & equipment (51,442) (184,808)
------------ ------------
CASH USED IN INVESTING ACTIVITIES (51,442) (184,808)
------------ ------------

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Borrowings under line of credit agreement 24,887,129 23,711,531
Payments under line of credit agreement (23,577,129) (20,181,531)
Payments on long-term debt (173,832) (189,191)
------------ ------------
Net cash provided (used) by financing activities 1,136,168 3,340,809
------------ ------------
NET INCREASE (DECREASE) IN CASH 573,246 505,300
CASH AT BEGINNING OF YEAR 771,527 1,065,564
------------ ------------
CASH AT END OF PERIOD $ 1,344,773 $ 1,570,864
============ ============

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 360,735 $ 389,926

The accompanying notes are an integral part of these financial statements.

5
6
SOLO SERVE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(unaudited)

NOTE 1:

The financial statements as of May 4, 1996 and May 3, 1997, and for the
thirteen week periods ended May 4, 1996 and May 3, 1997 are unaudited and
reflect all adjustments which are, in the opinion of management, necessary for
a fair presentation of the financial position of Solo Serve Corporation (the
"Company") as of May 3, 1997, and the results of operations and cash flows for
the periods presented. Such adjustments are of a normal and recurring nature.
The results of operations for the thirteen week period are not necessarily
indicative of the operating results for a full year or of future operations.
These unaudited financial statements should be read in conjunction with
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended February 1, 1997.

With respect to the unaudited financial information of the Company as of May 4,
1996 and May 3, 1997 and for the thirteen weeks ended May 4, 1996 and May 3,
1997, Price Waterhouse LLP has made a review (based on procedures adopted by
the American Institute of Certified Public Accountants) and not an audit, as
set forth in their separate report appearing as Exhibit 99.

NOTE 2:

The Company has continued to experience lower than anticipated sales and
continuing operating losses. The Company's business has been affected by a
number of factors, including increased competition in its principal markets,
weakness in the apparel industry, unfavorable economic conditions in certain
markets and other factors, many of which are not within the Company's control.
The Company continues to experience increased competitive pressure on both
price points and market share. Increased competitive pricing and promotional
strategies have put significant downward pressure on price points, and
competitors have opened additional store locations in the Company's principal
markets.

During the second quarter of Fiscal 1996, the Company experienced a number of
executive management changes. The new management group has implemented a
strategy designed to (i) achieve a higher gross margin percentage at reduced
sales levels, (ii) reduce administrative costs to levels consistent with
planned operating levels, (iii) improve the brand quality of the inventory mix
and (iv) reduce inventory levels. While management plans to continue the
implementation of its new strategy, no assurance can be given that the Company
will be successful in its efforts to improve sales and operations and reverse
operating trends.

If current sales trends continue and other initiatives are not successful in
improving overall financial performance and meeting liquidity requirements, the
Company would consider other alternatives, including additional reductions in
the Company's scale of operations and implementation of additional measures
designed to reduce expenses.

NOTE 3:

Long-term debt consists of the following:

MAY 4, FEBRUARY 1, MAY 3,
1996 1997 1997
------------ ------------ ------------

Notes payable to bank, interest at prime plus 1/2%
(9.25% at May 3, 1997) secured by properties $ 5,361,302 $ 5,131,406 $ 5,048,064

Note payable to insurance company, interest at 8%; secured by
equipment and properties 921,297 654,132 $ 561,467

Mortgage notes payable to insurance companies, interest at
9.5% secured by the distribution center 5,798,404 5,760,664 $ 5,747,480

Congress Loan Agreement, interest at prime plus 1%
(9.5% at May 3, 1997); secured primarily by inventory 4,875,000 4,185,000 $ 7,715,000
------------ ------------ ------------
16,956,003 15,731,202 19,072,011

Less current portion 696,141 770,602 785,096
------------ ------------ ------------
Long-term portion $ 16,259,862 $ 14,960,600 $ 18,286,915
============ ============ ============

6
7
The Company has a $5.8 million mortgage note, secured by the Company's
corporate office and distribution center in San Antonio, Texas. The mortgage
note carries an interest rate of 9.5% per annum and requires monthly payments
of principal and interest of $49,773 until December 2002, when the balance is
due. The Company also has a note payable to MetLife Capital Corporation
("MetLife"), which is secured by various equipment and fixtures located at the
corporate office and certain stores. The MetLife note carries an interest rate
of 8.0% and requires equal monthly payments, including principal and interest,
of $35,044 until September 1998, when the balance is due. The Company also has
a term note payable to TCB which carries an interest rate of prime plus
one-half percent and is due in equal monthly installments of principal and
interest of $64,117 until January 1999, when the balance is due.

The Company entered into a loan agreement with Congress Financial Corporation
(Southwest) ("Congress") on June 20, 1995. In May, 1997, the Company and
Congress amended certain financial covenants in the loan agreement. Effective
for the remaining term of the note the Company shall maintain minimum working
capital of $3.25 million, minimum net worth of $800 thousand, and shall limit
capital expenditures, net of insurance or other proceeds resulting from the
disposal or sale of fixed assets, to $2.5 million for any fiscal year period.
Under the terms of the loan agreement, which is in effect until July 1999, the
Company may borrow up to its borrowing base as calculated pursuant to the loan
agreement, which may not exceed $15.0 million. The proceeds of the loan may be
used for letters of credit, working capital, and general corporate purposes.
The loan as amended is a revolving loan with a borrowing base formula which
limits the amount of available credit to 60% of the Company's eligible
inventory during the period of March 1st through May 15th and September 1st
through November 30th of each year and to 55% of the Company's eligible
inventory during any other period less (i) a percentage of undrawn amounts on
letters of credit and (ii) availability reserves established from time to time
by the lender. In June, 1997 the Company and Congress amended the loan
agreement and entered into a Standby Guarantee and Indemnification Agreement to
facilitate supplemental borrowings in an amount equal to 3% of the Company's
eligible inventory (not to exceed $350,000) from June 10, 1997 through December
10, 1997.The loan bears interest at prime plus 1%. In addition, the Company
pays a commitment fee equal to 1/2% per annum of the amount of the unused
facility. The loan is secured by substantially all the assets of the Company
other than those subject to other existing liens.

NOTE 4:

During the first quarter of fiscal 1997, the Company accrued $607,000 in store
closing expense for the estimated future occupancy expenses related to three
stores to be closed or operated in some reduced capacity in the second quarter
of the fiscal year. This represents management's best estimate of the future
rents due after the second quarter ($550,000), vacation pay, and miscellaneous
travel and transportation costs associated with the closing/reductions.

7
8
ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NUMBER OF STORES

FISCAL 1996 FISCAL 1997
----------- -----------

Beginning of year 29 28
----------- -----------

END OF FIRST QUARTER 29 28
=========== ===========

RESULTS OF OPERATIONS

The following table sets forth certain financial data of the Company expressed
as a percentage of net sales for the thirteen weeks (first quarter) ended
May 4, 1996 and May 3, 1997.

PERCENTAGE OF NET REVENUES

THIRTEEN WEEKS ENDED
--------------------
MAY 4, MAY 3,
1996 1997
--------------------

Net Revenues 100.0% 100.0%
Cost of goods sold, including buying and distribution 70.7 71.3
----- -----
costs
Gross Margin 29.3 28.7
Selling, general and administrative expenses 29.1 34.4
Store closing expense -- 3.1
Depreciation and amortization 2.9 2.6
----- -----
Operating Income (Loss) (2.7) (11.4)
Interest expense 1.7 2.0
----- -----
(Loss) before provision for taxes (4.4) (13.4)
Provision for income taxes -- --
----- -----
Net (Loss) (4.4) (13.4)
===== =====

8
9
THIRTEEN WEEKS (FIRST QUARTER) ENDED MAY 4, 1996 VERSUS
THIRTEEN WEEKS ENDED MAY 3, 1997

Recent Developments

On May 29, 1997, the Company signed a lease for a new store in San Angelo,
Texas, which it plans to open in late July. This will be a new and smaller
market area than those served by the Company's existing stores, and will be a
test of the Company's ability to operate a smaller store in a smaller market
than it has historically, and to design a store to match a specific market.
The store will be in a market with less direct competition from other, larger
off-price retailers. The Company anticipates that such a store can be
successful and provide a positive contribution to the Company's operating
results.

In June, 1997 the Company and Congress entered into certain agreements to
facilitate supplemental borrowings in an amount equal to 3% of the Company's
eligible inventory (not to exceed $350,000) from June 10, 1997 through December
10, 1997. See Footnote 3 of Notes to Financial Statements.

Results of Operations

The Company's net revenues for the first quarter ended May 3, 1997 were $19.6
million as compared to $22.3 million during the first quarter of fiscal 1996.
The majority of the sales decrease is attributable to a decline in comparable
store sales of 11.5%. Management attributes the comparable store sales decrease
principally to increased competitive pressures in its market areas, a poor
Easter season, and an unseasonably cold April in south and south-central Texas
where 20 of the Company's 28 stores are located.

Gross profit for the first quarter was $5.6 million in fiscal 1997 and $6.5
million for the same period in fiscal 1996, a decrease of $899,000. Of the
decrease, $401,000 is attributable to the write down of merchandise associated
with a store the Company will be closing and two stores the Company will either
close or operate in a reduced capacity. The remaining decrease is primarily
attributable to decreased sales. Gross profit as a percent of net revenues
before the aforementioned write down was 1.4 percentage points higher than the
prior year.

For the first quarter of fiscal 1997, selling, general and administrative
expenses increased $267,000 to $6.7 million from $6.5 million in fiscal 1996.
This is principally a result of increases in promotional and advertising
expenses of $444,000, offset by a decrease in human resource costs of $184,000.
Selling, general and administrative expenses as a percentage of revenues
increased to 34.4% from 29.1% for the comparable period of the prior year. Due
to the fixed nature of some of these expenses, SG&A as a percent of sales
increases as sales decline.

Depreciation and amortization in the first quarter of fiscal 1997 decreased 21%
to $510,000 from $644,000 in 1996 due to certain assets becoming fully
depreciated during 1996, operating one less store in the first quarter of
fiscal 1997 and the write down in fiscal 1996 of the property and equipment
related to three stores to be closed or operated in some reduced capacity in
the second quarter of the current fiscal year.

The Company incurred an operating loss of $2.2 million during the first quarter
of fiscal 1997 as compared to an operating loss of $604,000 in fiscal 1996.

The Company recorded net interest expense for the first quarter of fiscal 1997
of $390,000 as compared to $369,000 during the first quarter of fiscal 1996.
This was principally the result of increased borrowing on the Company's line of
credit.

9
10
Liquidity and Capital Resources

Cash used by operating activities before reorganization items in the first
quarter of fiscal 1997 was $2.7 million. This was primarily the result of the
net loss ($2.6 million), increases in inventories ($3.7 million) and other
current assets ($383,000), net of increases in accounts payable ($2.4 million)
and accrued expenses ($1.2 million). The increase in accrued expenses was
primarily the result of the reserve for store closing expense of $607,000.
Capital expenditures were $185,000, consisting primarily of replenishment and
refurbishment of existing equipment and facilities.

The Company has a $5.8 million mortgage note, secured by the Company's
corporate office and distribution center in San Antonio, Texas. The mortgage
note carries an interest rate of 9.5% per annum and requires monthly payments
of principal and interest of $49,773 until December 2002, when the balance of
$5.4 million is due. The Company also has a note payable to MetLife Capital
Corporation ("MetLife"), which is secured by various equipment and fixtures
located at the corporate office and certain stores. The MetLife note carries
an interest rate of 8.0% and requires equal monthly payments, including
principal and interest, of $35,044 until September 1998, when the balance of
$35,000 is due. The Company also has a term note payable to TCB which carries
an interest rate of prime plus one-half percent and is due in equal monthly
installments of principal and interest of $64,117 until January 1999, when the
balance of $4.5 million is due. The TCB note is secured by the Company's
three owned store locations.

The Company entered into a loan agreement with Congress Financial Corporation
(Southwest) ("Congress") on June 20, 1995. In May, 1997, the Company and
Congress amended certain financial covenants in the loan agreement. Effective
for the remaining term of the note the Company shall maintain minimum working
capital of $3.25 million, minimum net worth of $800 thousand, and shall limit
capital expenditures, net of insurance or other proceeds resulting from the
disposal or sale of fixed assets, to $2.5 million for any fiscal year period.
Under the terms of the loan agreement, which is in effect until July 1999, the
Company may borrow up to its borrowing base as calculated pursuant to the loan
agreement, which may not exceed $15.0 million. The proceeds of the loan may be
used for letters of credit, working capital, and general corporate purposes.
The loan as amended is a revolving loan with a borrowing base formula which
limits the amount of available credit to 60% of the Company's eligible
inventory during the period of March 1st through May 15th and September 1st
through November 30th of each year and to 55% of the Company's eligible
inventory during any other period less (i) a percentage of undrawn amounts on
letters of credit and (ii) availability reserves established from time to time
by the lender. In June, 1997 the Company and Congress amended the loan
agreement and entered into a Standby Guarantee and Indemnification Agreement to
facilitate supplemental borrowings in an amount equal to 3% of the Company's
eligible inventory,(not to exceed $350,000) from June 10, 1997 through December
10, 1997. The loan bears interest at prime plus 1%. In addition, the Company
pays a commitment fee equal to 1/2% per annum of the amount of the unused
facility. The loan is secured by substantially all the assets of the Company
other than those subject to other existing liens.

Under the loan agreement, as amended, Congress may establish and revise
availability reserves in its sole discretion to cover risks or events it
perceives may affect its security under the loan or the business or prospects
of the Company. The current availability reserve under the loan agreement
approximates $560,000. As a result of the formula by which the borrowing base
is calculated, an increase in availability reserves restricts the Company's
access to borrowings under the credit facility. In addition to the Congress
credit facility, the Company is dependent upon short term trade credit as a
source of inventory financing. Short term trade credit arises from the
willingness of the Company's vendors to grant payment terms for inventory
purchases and is either financed by the vendor or a third party factoring
institution. The Company's inventories were $600,000 less at May 3, 1997 than
the comparable period of fiscal 1996, and accounts payable increased $1.9
million. The $885,000 reduction in other current assets was primarily the
result of eliminating advance payments to third-party factoring institutions.

During the first quarter of fiscal 1997, the Company's sales have continued to
be adversely affected by a number of factors, including increased competition
in its principal markets, weakness in the apparel industry, unfavorable
economic conditions in certain markets and other factors, many of which are not
within the Company's control. Increased competitive pricing and promotional
strategies have put significant downward pressure on price points, and
competitors have opened additional store locations in the Company's principal
markets. While the Company has maintained inventory at planned levels, the
Company has experienced some reduction in the availability of trade credit, and
continuing unfavorable business conditions and financial performance could
heighten vendor and factor concern regarding the Company's creditworthiness,
which could adversely affect the Company's ability to receive sufficient trade
credit support to acquire adequate levels of inventory in the future. No
assurance can be given that the Company will be successful in its efforts to
improve sales and operations and reverse operating trends. Because of these
uncertainties, any investment in the Company's common stock should be
considered speculative.

10
11
The Company owns the real estate and improvements on which three of its Solo
Serve stores in San Antonio, Texas are located and leases the remainder of its
stores. During 1996, the Company listed all of its owned properties for sale,
including the distribution center. The Company has entered into an earnest
money contract providing for the sale and leaseback of one of its owned store
locations, which contract is subject to a number of conditions. No assurances
can be made that the transaction will close. The Company has received and is
evaluating proposals on all of its remaining owned real estate. These
proposals generally contemplate the sale/leaseback of the properties in
question, although the Company may also consider outright sale of the
properties under certain circumstances, including availability of suitable
alternate locations. No assurance can be given that the pending proposals will
result in definitive agreements relating to any of the remaining properties,
and all of the properties are pledged to secure certain indebtedness of the
Company. However, disposition of the Company's owned real estate on terms
proposed by the Company would enhance the Company's liquidity and provide
additional cash for operations.

In order to reduce chain-wide inventories, reduce debt and enhance its cash
position, the Company will close one store in the second quarter of fiscal
1997. For the same reasons, the Company intends to close or operate in some
reduced capacity, two additional stores, subject to satisfactory arrangements
with landlords.

11
12
PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. In the opinion
of management, the outcome of this litigation will not have a material effect
on the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following Exhibits are incorporated by reference to the filing indicated or
are included following the Index to Exhibits:

Exhibit
Number Description of Exhibit
- ------- ----------------------

2.1 First Amended Plan of Reorganization of Solo Serve Corporation dated May
17, 1995 (6)
2.2 Non-material Modifications to First Amended Plan of Reorganization of
Solo Serve Corporation, entered July 6, 1995 (6)
3.1 Restated Certificate of Incorporation of the Company (7)
3.2 Certificate of Designation of Rights and Preferences of Preferred Stock
(7)
3.3 Bylaws of the Company, as amended and restated (14)
4.1 Specimen Certificate for Common Stock of the Registrant (representing
shares of common stock of the Company after giving effect to the
previously reported 2-for-1 reverse split effected July 18, 1995) (9)
10.1 Registration Rights Agreement among General Atlantic Corporation, Robert
J. Grimm and the Company (1)
10.2 Agreement Regarding Tax Consequences of Deconsolidation between the
Company and General Atlantic Corporation (1)
10.3 Tax Allocation Agreement between the Company and General Atlantic
Corporation (1)
10.4 Form of Indemnity Agreement between Directors, Executive Officers and
the Company (1)
10.5 Associate Stock Purchase Plan of the Company (2)
10.6 Retirement Savings Plan and Trust of the Company (2)
10.7 Mortgage Note A, dated November 20, 1992, in principal amount of
$4,940,000, with the Company as Maker and Nationwide Life Insurance
Company as Holder (2)
10.8 Mortgage Note B, dated November 20, 1992, in principal amount of
$1,000,000, with the Company as Maker and Employers Life Insurance
Company of Wausau as Holder (2)
10.9 Asset Purchase Agreement between the Company and Ross Stores, Inc. (3)
10.10 Employment Agreement between the Company and David P. Dash (4)+
10.11 Employment Agreement between the Company and Robert J. Grimm, as amended
(5)+
10.12 Subscription Agreement between the Company and General Atlantic
Corporation (7)
10.13 Solo Serve Corporation 1995 Stock Incentive Plan (8) +
10.14 Solo Serve Corporation Director Stock Option Plan (8) +
10.15 Escrow Agreement, dated July 18, 1995, by and between Texas Commerce
Bank, National Association, Borrower, General Atlantic Corporation and
the Official Committee of Unsecured Creditors of Solo Serve Corporation
(7)
10.16 Loan and Security Agreement, dated as of June 20, 1995, by and between
Solo Serve Corporation and Congress Financial Corporation (Southwest)
(7)
10.17 Amended Loan and Security Agreement, dated July 18, 1995, by and between
Solo Serve Corporation and MetLife Capital Corporation (8)
10.18 Loan Modification Agreement, dated July 18, 1995, by and among Solo
Serve Corporation, Nationwide Life Insurance Company, and Employers Life
Insurance Company (8)
10.19 Promissory Note, dated July 31, 1995, in principal amount of $5,565,000,
with the Company as Maker, and Texas Commerce Bank National Association
as Holder (8)
10.20 Loan Modification Agreement, dated October 27, 1995, by and between Solo
Serve Corporation and Congress Financial Corporation (Southwest) (9)

10.21 Employment Agreement between the Company and Timothy L. Grady (9) +
10.22 Employment Agreement between the Company and Janet Pollock (9) +
10.23 Consulting Services Agreement between the Company and Robert J. Grimm
(10) +
10.24 Second Amendment to Loan and Security Agreement, dated January 31, 1996,
by and between Solo Serve Corporation and Congress Financial Corporation
(Southwest) (11)
10.25 Letter Agreement dated January 23, 1996 by and between the Company and
MetLife Capital Corporation modifying the Loan and Security Agreement
between the Company and MetLife Capital Corporation, as amended on July
18, 1995 (11)
10.26 Amendment No. 3 to Loan and Security Agreement by and between Solo Serve
Corporation and Congress Financial Corporation (Southwest) dated June
26, 1996 (12)
10.27 Letter of Credit and Security Agreement between Solo Serve Corporation
and General Atlantic Corporation dated as of June 26, 1996 (12)
10.28 Intercreditor and Subordination Agreement between Congress Financial
Corporation (Southwest) and General Atlantic Corporation dated as of
June 26, 1996, as acknowledged and agreed to by Solo Serve Corporation
(12)
10.29 Consulting Agreement between the Company and Charles Siegel (13) +
10.30 Employment Agreement between the Company and Charles Siegel (13) +
10.31 Amendment No. 4 to Loan and Security Agreement by and between Solo Serve
Corporation and Congress Financial Corporation (Southwest) dated as of
September 1, 1996 (13)
10.32 Amendment No. 5 to Loan and Security Agreement by and between Solo Serve
Corporation and Congress Financial Corporation (Southwest) dated as of
March 31, 1997 (14)
10.33 Letter Agreement dated March 28, 1997 by and between the Company and
MetLife Capital Corporation modifying the Loan and Security Agreement
between the Company and MetLife Capital Corporation, as amended on July
18, 1995 (14)
10.34 Letter Agreement dated July 8, 1996 by and between the Company and Ross
E. Bacon.(14) +
10.35 Amendment No. 6 to Loan and Security Agreement by and between Solo Serve
Corporation and Congress Financial Corporation (Southwest) dated as of
May 19, 1997 (14)
10.36 Agency Agreement by and between Solo Serve Corporation and Hilco/Great
American Group dated May 7, 1997, as amended together with related
agreements *
10.37 Amendment No. 7 to Loan and Security Agreement by and between Solo Serve
Corporation and Congress Financial Corporation (Southwest) dated June
16, 1997 *
10.38 Standby Guarantee and Indemnification Agreement by and between Solo
Serve Corporation and Congress Financial Corporation (Southwest) dated
June 16, 1997 *
15 Independent Accountant's Awareness Letter *
27 Financial Data Schedule *
99 Review Report of Price Waterhouse *

- --------------
* Filed herewith.
+ Management Compensatory Plan or Arrangement
(1) Incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-1 (No. 33-46324), as filed
on March 11, 1992, and amended by Amendment No. 1, filed on
March 26, 1992, Amendment No. 2, filed on April 20, 1992, and
Amendment No. 3, filed on April 24, 1992.
(2) Incorporated by reference to the Exhibits to the Company's
Annual Report on Form 10-K for the Fiscal year ended January
30, 1993.
(3) Incorporated by reference to the Exhibits filed to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
July 30, 1994.
(4) Incorporated by reference to the Exhibits filed to the
Company's Annual Report on Form 10-K for the Fiscal Year ended
January 28, 1995.
(5) Incorporated by reference to the Exhibits filed to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
April 29, 1995.
(6) Incorporated by reference to the Exhibits filed to the
Company's Current Report on Form 8-K for July 6, 1995.
(7) Incorporated by reference to the Exhibits filed to the
Company's Current Report on Form 8-K for July 18, 1995.

14
(8) Incorporated by reference to the Exhibits filed to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
July 29, 1995.
(9) Incorporated by reference to the Exhibits filed to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
October 28, 1995.
(10) Incorporated by reference to the Exhibits filed to the
Company's Annual Report on Form 10-K for the Fiscal Year ended
February 3, 1996.
(11) Incorporated by reference to the Exhibits filed to the
Company's Current Report on Form 8-K for February 8, 1996.
(12) Incorporated by reference to the Exhibits filed to the
Company's Current Report on Form 8-K for July 2, 1996.
(13) Incorporated by reference to the Exhibits filed to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
August 3, 1996.
(14) Incorporated by reference to the Exhibits filed to the
Company's Annual Report on Form 10-K for the Fiscal Year ended
February 1, 1997.

(b) Reports on Form 8-K. No reports on Form 8-K were filed during
the period covered by this report.

14
15

SIGNATURES

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

SOLO SERVE CORPORATION

By: /s/Charles Siegel
-----------------------------------
Charles Siegel,
President and Chief Executive Officer

By: /s/Ross E. Bacon
-----------------------------------
Ross E. Bacon,
Executive Vice President and
Chief Operating and Financial Officer

15
16
EXHIBIT INDEX

Exhibit
Number Description of Exhibit
- ------- ----------------------

18
(8) Incorporated by reference to the Exhibits filed to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
July 29, 1995.
(9) Incorporated by reference to the Exhibits filed to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
October 28, 1995.
(10) Incorporated by reference to the Exhibits filed to the
Company's Annual Report on Form 10-K for the Fiscal Year ended
February 3, 1996.
(11) Incorporated by reference to the Exhibits filed to the
Company's Current Report on Form 8-K for February 8, 1996.
(12) Incorporated by reference to the Exhibits filed to the
Company's Current Report on Form 8-K for July 2, 1996.
(13) Incorporated by reference to the Exhibits filed to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
August 3, 1996.
(14) Incorporated by reference to the Exhibits filed to the
Company's Annual Report on Form 10-K for the Fiscal Year ended
February 1, 1997.