1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K/A
AMENDMENT NO. 1

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]

FOR THE FISCAL YEAR ENDED FEBRUARY 3, 1996 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM TO
---------------- ----------------

COMMISSION FILE NUMBER 1-9647

JAN BELL MARKETING, INC.
------------------------

(Exact name of registrant as specified in its charter)

Delaware 59-2290953
- ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

13801 NW 14th Street
Sunrise, Florida 33323
-------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code: (954) 846-2705

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.0001 par value
Warrants to Purchase Common Shares

Securities registered pursuant to Section 12(g) of the Act: None

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 / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the
best registrant's knowledge in definitive proxy or information statements,
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.

/ /

Documents Incorporated by Reference: None

The following items of the Registrant's Form 10-K for the year ended February
3, 1996 are hereby amended to read in their entirety as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information Regarding Directors and Executive Officers

The names of the directors and executive officers and certain information
about them are set forth below.

DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
---- --- -------------------- -----

Isaac Arguetty 50 Chairman of the Board and Chief Executive 1994
Officer of Jan Bell and Director of Delheim and
Worchester PLC

Haim Bashan 48 Director and President of Regal Diamonds and 1995
Exclusive Diamonds

John Burden 59 Director and Partner in Retail Options,Inc. 1994

Chaim Edelstein 53 Director and Chairman of the Board of 1994
Hills Stores Company

Thomas Epstein 39 Director, Private Investor and Financial Consultant 1995

Sidney Feltenstein 55 Director and Chairman, CEO and 1994
President of A & W International

Dean Groussman 57 Director and Chief Executive Officer and 1994
Chairman of the Board of White Rose Crafts
and Nursery, Inc.

Peter Offermann 51 Director and Executive Vice President and 1996
Chief Financial Officer of TLC Beatrice Holdings

Richard Bowers 44 Senior Executive Vice President,
General Counsel and Secretary

The following sets forth certain biographical information with respect to
each of the foregoing persons.

ISAAC ARGUETTY

Mr. Arguetty was a co-founder, the Executive Vice President and a Director
of the Company and its predecessors from 1983 until December 1990, Chairman of
the Board of Directors from July 1987 to January 1990, and Co-Chairman of the
Board of Directors from January 1990 until December 1990. From 1991 through
the present, Mr. Arguetty has been a Director with Delheim and Worchester PLC,
a U.K. based international finance company. In May 1994, he rejoined the
Company as Co-Chairman of the Board and is the current chairman. In May 1996,
Mr. Arguetty became CEO of the Company.

HAIM BASHAN

Since 1990 Mr. Bashan has been the President of Regal Diamonds and
Exclusive Diamonds, subsidiaries of the Company. Mr. Bashan became a director
of the Company in November 1995.

2
3

JOHN BURDEN

Mr. Burden is currently a partner in Retail Options, Inc.. Prior to such
time, Mr. Burden commenced employment with Federated Department Stores in 1971,
where he served as Chairman of Federated Department Stores and Allied Department
Stores from 1988 through 1990. Mr. Burden is a director of Chaus, Inc. and
Carson Pirie Scott, Inc.

CHAIM EDELSTEIN

Mr. Edelstein commenced employment with Abraham & Strauss in 1978, where
he was the Chairman and Chief Executive Officer from 1985 through 1994. Prior
to 1978, Mr. Edelstein was with Hecht & Co. (a division of May Department
Stores). In addition to being a retail consultant, Mr. Edelstein currently
serves as the Chairman of the Board of Hills Stores Company and a director
of Carson Pirie Scott, Inc.

THOMAS EPSTEIN

Mr. Epstein has been a private investor and financial consultant since
1990 and has been a consultant to the Company since February 1995. Mr. Epstein
was affiliated with Zaleski, Sherwood & CO., Inc. from April 1986 to September
1990. From 1980 to 1986, Mr. Epstein was employed by Bankers Trust Company in
various capacities, including Vice President. Mr. Epstein is a director
of Sun Television and Appliances, Inc.

SIDNEY FELTENSTEIN

Mr. Feltenstein has been a Director of the Company since 1994. He is
currently the Chairman, CEO and President of A&W International, Inc. Prior to
such time, Mr. Feltenstein was the Executive Vice President and Chief Marketing
Officer of Burger King Corporation from 1991 to 1993. Prior to that time, he
was employed by Dunkin Donuts, Inc., where he was Senior Vice President and
Chief Marketing Officer from 1979 to 1991.

DEAN GROUSSMAN

Mr. Groussman was the Chairman, President and Chief Executive Officer with
Zale Corporation from September 1992 to August 1993. Mr. Groussman was with
Canadian Tire Corporation serving as Chief Executive Officer and President from
1985 to 1992. From 1979 to 1985, Mr. Groussman was the President and Chief
Operating Officer of various Zale Corporation divisions. Mr. Groussman was
Vice President and General Merchandising Manager for Venture Stores, Inc. from
1969 to 1979 and with Target Stores, Inc. from 1964 to 1969. Mr. Groussman
currently serves as Chairman of the Board and CEO of White Rose Crafts &
Nursery, Inc. and a director of CompUSA, Inc., Sportstown, Inc. and Ackland
Limited.

PETER OFFERMANN

Peter Offermann has been Executive Vice President and Chief Financial
Officer of TLC Beatrice since December 1994. Since May 1994, Mr. Offermann has
been the President of Offermann Financial, Inc., a financial consulting firm.
From 1968 through May 1994, he served in a number of positions with Bankers
Trust Company and its affiliates, including as Managing Director of BT
Investment Partners, Inc. from October 1992 through May 1994, Managing Director
of BT Securities Corporation from October 1991 through October 1992, and
Managing Director of Bankers Trust Company from 1986 through 1991.

RICHARD BOWERS

Mr. Bowers has been the Senior Executive Vice President and General
Counsel of Jan Bell since May 1991 and Secretary since September 1992. Prior
to such time, he was engaged in the private practice of law with the firm of
Gaston & Snow.

COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT OF 1934

The Company believes that during Fiscal 1995 its officers and directors
complied with all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934, except Mr. Edelstein did not timely file one report
reflecting the purchase by his minor son of 110 shares on November 21, 1995.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation of Directors

Directors who are not employees of the Company receive compensation of
$20,000 per year plus reimbursement of reasonable expenses for attending
meetings and automatically receive options to purchase at an exercise price
equal to the market price on the grant date 20,000 voting common shares on the
date of their initial election and 10,000 each year thereafter on January 1.
Such options are exercisable in full six months after the grant date and until
two years after a person ceases to be a director. Directors who are employees
of the Company do not receive additional compensation for services as a
director. Mr. Arguetty and Mr. Edelstein have agreed to waive their
entitlement to the cash compensation and options payable to directors who are
not employees.

Compensation of Executive Officers

The following table sets forth certain information regarding compensation
paid by the Company to each of the five most highly compensated officers and
one additional departed executive of the Company during the fiscal year ending
February 3, 1996:

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS
----------------------------------- ----------------------
OTHER RESTRICTED
ANNUAL STOCK ALL OTHER
FISCAL SALARY BONUS COMPENSATION AWARDS(1) OPTIONS COMPENSATION(2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- ------------------------------ -------- -------- --------- --------- ---------- ---------- ---------------

Joseph Pennacchio 1995 $540,000 0 N/A(3) 0 276,000 $15,000
Former CEO (5) 1994 359,307 0 N/A 0 360,000 65,000(4)

Peter Hayes 1995 $153,837 0 N/A 0 0 995,000(6)
Former President (6) 1994 375,000 0 N/A 0 330,000(5) 145,500(4)

Richard Bowers 1995 $240,000 0 N/A 0 0 15,408
Senior Executive Vice 1994 269,175 0 N/A 0 0 540,408(7)
President, General 1993 292,186 0 N/A 697,125 75,000 13,790
Counsel and Secretary

Tom Kerins 1995 $135,500 0 N/A 0 50,000 95,917(8)
Senior Vice President
of Merchandising

David Boudreau 1995 $123,500 0 N/A 0 50,000 9,810
Senior Vice President 1994 123,500 0 N/A 0 0 9,810
of Finance and Treasurer 1993 120,000 35,000 N/A 0 0 9,810

Jeffrey Weiss 1995 $120,000 0 N/A 0 35,000 14,500
Senior Vice President 1994 120,000 0 N/A 0 0 14,500
of Distribution 1993 120,000 25,000 N/A 0 0 14,500

(1) Dividends (if any) will be paid on restricted stock. The aggregate
number of shares of restricted stock and their value at fiscal year-end ($2.94
per share) is as follows: Richard Bowers - 5,130 shares, $15,082.
(2) Except as otherwise explained, the amounts set forth in this column
for each individual represent payments of annual premiums by the Company for
whole life insurance policies provided to executive officers.
(3) Entries marked "n/a" represent information which is not reportable.
(4) Represents for each person annual premiums of $15,000 for whole life
insurance policies and fixed bonuses and payments regarding commencement of
employment and relocation.
(5) Mr. Pennacchio resigned as CEO, President and a director on May 6,
1996, and the Company is negotiating his contractual severance.
(6) Mr. Hayes resigned as President and director on April 30, 1995. All
options were cancelled and he received cash of $995,000 as a contractual
severance payment.
(7) Represents $15,408 for annual premium for whole life insurance
policy and $525,000 as consideration for entering into new employment agreement
and waiving substantial and material rights available under previous agreement.
(8) Represents $35,000 as a fixed bonus regarding commencement of
employment and $60,917 as relocation reimbursement.

Mr. Pennacchio joined the Company in May 1994 and was employed as the
Chief Executive Officer and President. Mr. Pennacchio and the Company agreed
to his termination of employment and resignation as a director in May 1996, and
the Company is negotiating his contractual severance.

Mr. Bowers is employed as the Senior Executive Vice President and General
Counsel until August 1, 1999. Mr. Bowers receives a base annual salary of
$250,000 (subject to annual adjustment to reflect increases in the consumer
price index) with a discretionary annual bonus of up to $100,000.00. The
agreement allows Jan Bell to terminate his employment for cause without
termination benefits or without cause upon payment of the base salary and
annual bonus for the remaining term of the agreement with acceleration of
outstanding options and vesting of bonus stock. Mr. Bowers may terminate the
agreement on the same terms as a termination by Jan Bell without cause
following a change in control, the takeover, merger or acquisition of Jan Bell
or a sale of substantially all of Jan Bell's assets, or the failure to appoint
him as Senior Executive Vice President and General Counsel.

Mr. Kerins is employed as the Senior Vice President of Special Events and
Promotions until September 26, 1997 at a base annual salary of $135,000 with a
discretionary bonus not to exceed $54,000. The agreement allows the Company to
terminate the employment of Mr. Kerins for cause without termination benefits
or without cause upon payment of $67,500 and acceleration of outstanding
options.

Mr. Boudreau is employed as the Senior Vice President of Finance and
Treasurer until May 9, 1997 at a base annual salary of $140,000 with a
discretionary bonus not to exceed $56,000. The agreement allows the Company to
terminate the employment of Mr. Boudreau for cause without termination benefits
or without cause upon payment of the greater of 12 months base salary or the
base salary for the remaining employment term and acceleration of outstanding
options.

Mr. Weiss is employed as the Senior Vice President of Distribution until
August 17, 1998 at a base annual salary of $135,000 with a discretionary bonus
not to exceed $54,000. The agreement allows the Company to terminate the
employment of Mr. Weiss for cause without termination benefits or without cause
upon payment of $135,000 and acceleration of outstanding options.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides information regarding stock options granted
to the named officers in the fiscal year ended February 3, 1996. In
addition, in accordance with SEC rules there are shown the hypothetical gains
or "option spreads" that would exist for the respective options.

INDIVIDUAL GRANTS
- -----------------------------------------------------------------
Number of Percent of Total
Securities Options/SARs Potential Realizable Value at Assumed
Underlying Granted to Exercise Annual Rates of Stock Price
Options/SARs Employees or Base Appreciation For Option Term (3)
Granted (1) in Fiscal Price(2) Expiration ----------------------------------------
Name (#) Year ($/Sh) Date 5%($) 10%($)
- ---------------------- ------------ ----------------- -------- ---------- ------------------- -------------------

Joseph Pennacchio
May 4, 1995 150,000 9.2% 2.6250 5/4/05 248,062.50 626,062.50
August 11, 1995 126,000 7.7% 2.4375 8/11/05 193,488.75 488,328.75
Tom Kerins
May 4, 1995 20,000 1.2% 2.6250 5/4/05 33,075.00 83,475.00
August 11, 1995 30,000 1.8% 2.4375 8/11/05 46,068.75 116,268.75
David Boudreau
May 4, 1995 20,000 1.2% 2.6250 5/4/05 33,075.00 83,475.00
August 11, 1995 30,000 1.8% 2.4375 8/11/05 46,088.75 116,268.75
Jeff Weiss
May 4, 1995 10,000 .6% 2.6250 5/4/05 16,537.50 41,737.50
August 11, 1995 25,000 1.5% 2.4375 8/11/05 38,390.62 96,890.62

____________________
(1) No SAR's were granted in 1995. Individual option grants become
exercisable in installments over a three year period subject to the attainment
of certain Company financial performance standards. Options can become
immediately exercisable upon the occurrence of certain corporate events,
including a change in control of the Company or delivery of written notice of a
stockholder's meeting to consider a merger, sale of assets or similar
reorganization. All options granted in 1995 have ten year terms.
(2) All grants were made at or above 100% of fair market value as of
the date of grant.
(3) The dollar amounts under these columns are the result of calculations
using the February 3, 1996 closing market price of $2.94 per share at the 5% and
10% rates set by the SEC and therefore are not intended to forecast possible
future appreciation, if any, of the Company's stock price. No gain to optionees
is possible without an increase in stock price, which will benefit all
shareholders commensurately.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES

The following table shows stock option exercises by named officers in
Fiscal 1995, including the aggregate value of gains on the date of
exercise. In addition, the table includes the number of shares covered by both
exercisable and non-exercisable stock options as of February 3, 1996. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
fiscal year-end price of $2.94 per share of common stock.

NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
SHARES YEAR-END(#) YEAR-END($)
ACQUIRED VALUE -------------------- -------------
ON EXERCISE REALIZED(1) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------- ----------- ----------- -------------------- -------------

Joseph Pennacchio 0 0 72,000 / 564,000 0 / 111,315
Richard W. Bowers 0 0 190,000 / 0 0 / 0
Tom Kerins 0 0 15,000 / 80,000 0 / 79,075
David Boudreau 0 0 83,434 / 56,666 0 / 79,075
Jeff Weiss 0 0 58,625 / 41,666 0 / 15,762

_______________

(1) Fair market value of shares at exercise minus the exercise price.

PERFORMANCE GRAPH

The graph below compares the five year cumulative total return for Jan
Bell stock with the cumulative total return of the Amex Market Value Stock
Index and the S&P Retail Specialty Index. The graph assumes $100 invested on
December 31, 1990 in Jan Bell stock and $100 invested at that time in each of
the indexes. The comparison assumes that dividends are reinvested.

COMPARISON OF 61 MONTH CUMULATIVE TOTAL RETURN*
AMONG JAN BELL MARKETING, INC. THE AMEX MARKET VALUE INDEX
AND THE S & P RETAIL STORES-SPECIALTY INDEX

Cumulative Total Return
-----------------------------------------------------
12/90 12/91 12/92 12/93 1/95 1/96

Jan Bell Marketing Inc JBM 100 200 289 134 43 38

AMEX MARKET VALUE LAMX 100 128 130 155 141 180

S & P RETL STRS (SPECIALTY) IRSS 100 152 203 203 193 180

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information regarding the
compensation and benefits provided to the Company's Chief Executive Officer
("CEO") and the four other most highly compensated executive officers during
Fiscal 1995. The disclosure requirements for these individuals (the "named
executive officers") includes the use of tables and a report explaining the
rationale and considerations regarding the executive compensation decisions
affecting those individuals. In fulfillment of these requirements, the
Compensation Committee consisting of Mr. Burden and Mr. Feltenstein has
prepared the following report. The Compensation Committee is composed entirely
of directors who have never been employees of the Company.

COMPENSATION PHILOSOPHY

This report reflects the Company's compensation philosophy as endorsed by
the Board of Directors and the Committee and resulting actions taken by the
Company. With regard to compensation actions affecting the CEO Mr. Pennacchio,
the Committee acts as the approving body.

Executive compensation has been designed to:

- Support a pay for performance policy that provides compensation amounts
based both on overall corporate results and individual performance;

- Motivate executives to achieve business initiatives and reward them for
their achievement;

- Provide total compensation opportunities which allow the Company to
compete for and retain talented results oriented executives who will contribute
to the Company's short-term and long-term success; and

- Align the interests of executives with the long-term interests of
stockholders through award opportunities based on stock performance.

At present, executive compensation is comprised of base salary, annual
bonus cash incentive opportunities based on subjective analysis, and long-term
incentive opportunities in the form of grants of stock options.

As an executive's level of responsibility increases, a greater portion of
his or her potential total compensation opportunity is generally based on
performance incentives and less on base salary, causing greater variability in
the individual's absolute compensation level from year-to-year. Incentive
compensation (all pay other than base salary) comprises a significant
compensation opportunity and is tied to the Company's short term earnings and
long term stock performance.

In reviewing or administering the individual elements of executive
compensation, the Company and the Committee strive to balance short and
long-term incentive objectives and utilize prudent judgment in reviewing
performance matters and incentive payments. While the Company has not yet
established a policy with respect to qualifying compensation paid to executive
officers for deductibility under new Internal Revenue Code provisions relating
to over $1 million compensation packages, the Company is continuing to review
the regulations and will generally seek to structure compensation to provide for
maximum deductibility, recognizing that there may be circumstances in which the
Company's interests are best served otherwise.

ANNUAL COMPENSATION PROGRAM

Annual total cash compensation for senior management consists of base
salary and discretionary bonuses of up to 40% of base salary. Accordingly,
total annual cash compensation varies each year based on achievement of Company
performance and profitability and a subjective evaluation of each executive's
contribution to that performance. Base salaries for the named executive
officers are set forth in employment agreements and were not changed in Fiscal
1995.

No discretionary bonuses were paid in Fiscal 1995.

LONG-TERM INCENTIVES -- STOCK OPTION PLAN

The Company's Stock Option Plan is designed to align a significant portion
of the named executive compensation with shareholder interests. In determining
the number of options to be awarded, the amount and terms of options previously
granted are generally not considered. The stock options are a right to
purchase shares of common stock generally over a ten-year period at the fair
market value per share as of the date the option is granted and vesting in
increments over a three year period, so the options provide value to the
recipient only when the stock price increases above the option grant price and
the option has become exercisable. The vesting and exercisability of options
granted to the named executives are subject to the Company achieving certain
profitability levels in each year.

The Committee has typically granted stock options on an annual basis to
executive officers pursuant to shareholder approved plans as well as options at
the time an executive commences employment. The Committee granted options in
Fiscal 1995 to the named executives as set forth on page 6 of this filing.
The particular allocation for each person including the CEO was determined in
relation to management level and a subjective assessment of individual
performance.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S
BOARD OF DIRECTORS: JOHN BURDEN AND SIDNEY FELTENSTEIN.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

As of May 24, 1996, the following table sets forth the beneficial
ownership of voting common stock of the Company by each director, by all
directors and executive officers as a group and by all persons known by the
Company to be the beneficial owners of more than 5% of the voting common stock:

SHARES OF COMMON STOCK
BENEFICIALLY OWNED
------------------
PERCENT OF
NUMBER OF SHARES
NAME AND ADDRESS (1) SHARES OUTSTANDING(1)
-------------------- ----------- --------------

Isaac Arguetty(2) ......... 492,500 1.9%
Chaim Edelstein(3) ........ 144,610 .6%
Dean Groussman(4) ......... 70,000 .3%
Thomas Epstein (5) ........ 42,500 .2%
John W. Burden(6) ......... 90,000 .3%
Sidney J. Feltenstein(7) .. 50.000 .2%
Haim Bashan (8) ........... 246,200 1.0%

9
10

SHARES OF COMMON STOCK
BENEFICIALLY OWNED
------------------
PERCENT OF
NUMBER OF SHARES
NAME AND ADDRESS (1) SHARES OUTSTANDING(1)
-------------------- ------ --------------

Eliahu Ben Shmuel(9) .............................. 1,455,750 5.7%
1000 Island Blvd #2006
Miami, FL 33160

Marbella Resources, Ltd(10) ....................... 1,635,588 6.3%
Tropical Isle Building
Wickhams Cay, Road Town
Tortola, British Virgin Islands

Cumberland Associates (11)......................... 1,562,600 6.1%
1114 Avenue of the Americas
New York, NY 10036

Tweedy, Browne Company L.P. & Group (12)........... 1,319,900 5.1%
52 Vanderbilt Avenue
New York, NY 10017

Dimensional Fund Advisors Inc. (13)................ 1,348,500 5.2%
1299 Ocean Avenue 11th fl
Santa Monica, CA 90401

All executive officers and directors as a group
(9 persons) (14) .................................... 1,437,036 5.7%

- ---------------

(1) Unless otherwise noted, each person has sole voting and investment
power over the shares listed opposite his or her name.
(2) Includes options to purchase 380,000 shares. Does not include shares
of common stock registered in the name of Marbella Resources Limited, wholly
owned by the Amid Trust, of which Mr. Arguetty's family has beneficial
interests, but with respect to which Mr. Arguetty is not a beneficiary and has
no voting or dispositive power. See footnote (10) below.
(3) Includes options to purchase 110,000 shares.
(4) Includes options to purchase 30,000 shares.
(5) Includes options to purchase 42,500 shares.
(6) Includes options to purchase 30,000 shares.
(7) Includes options to purchase 30,000 shares.
(8) Includes options to purchase 140,667 shares.
(9) Includes 146,800 shares held in the Ben Shmuel 1992 Charitable
Unitrust.
(10) Marbella Resources Limited reports that as of May 1, 1996 it owned
1,635,588 shares.
(11) Cumberland reported this ownership to the Company on September 13,
1995.
(12) Tweedy, Browne reported this ownership to the Company on January 12,
1996.
(13) Dimensional reported this ownership to the Company on February 9,
1996.
(14) Includes 1,185,935 shares issuable upon the exercise of stock options
for all executive officers and directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has from time to time engaged the services of Dr. Anthony
Armstrong, an employee of Delheim & Worcester, a U.K. based international
finance company, to perform certain financial consulting services. Dr.
Armstrong's services have consisted primarily of preparing merchandising and
inventory reports and sales sensitivity analyses. Mr. Arguetty serves as a
director to and is principal shareholder of Delheim & Worcester. During the
fiscal year ended February 3, 1996, fees paid by the Company to Delheim &
Worcester totalled

$201,966. The Company believes that the terms of the arrangement with Delheim &
Worcester are no less favorable than those that could be obtained from an
unaffiliated third party for comparable services.

Mr. Epstein has served as a financial and investment banking consultant to
the Company since February 1995. Under his present consulting arrangement which
is terminable at will by either party, Mr. Epstein receives $5,000 each month
and reimbursement of reasonable expenses. During the fiscal year ended February
3, 1996, Mr. Epstein received a total of $90,000 for his consulting services.

Effective as of the time that Mr. Arguetty was appointed the Co-Chairman
of the Board in May 1994, the Company entered into an agreement with Mr.
Arguetty to pay him $150,000 annually and to reimburse him for his reasonable
expenses in performing his duties. On August 11, 1995, Mr. Arguetty was
granted options to purchase 90,000 shares at a price of $2.4375 per share,
which was the fair market value of such shares on such date. The options
generally become vested and exercisable in equal installments as of the first
three fiscal year ends after the date of grant; provided that no vesting shall
occur unless certain goals as to Company performance for the relevent fiscal
years are achieved.

The Company has engaged Mr. Edelstein to perform certain consulting
services for the Company, primarily relating to retail expansion. Mr.
Edelstein is to be paid $2,500 per day for his services, subject to an annual
cap of $150,000. During the fiscal year ended February 3, 1996, Mr. Edelstein
received a total of $128,750 for his consulting services. On May 4, 1995, Mr.
Edelstein was granted options under the Company's Stock Option Plan to purchase
270,000 common shares at a price of $2.63 per share, which was the fair market
value of such shares on such date. On August 11, 1995, Mr. Edelstein was
granted options to purchase 72,000 shares at a price of $2.4375 per share,
which was the fair market value of such shares on such date. The options
generally become vested and exercisable in equal installments as of the first
three fiscal year ends after the date of grant, provided that the consulting
arrangement remains in effect, and provided, further, that no vesting shall
occur unless certain goals as to Company performance for the relevant fiscal
years are achieved. The Company believes that the terms of the arrangement
with Mr. Edelstein are no less favorable than those that could be obtained from
an unaffiliated third party for comparable services.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

JAN BELL MARKETING, INC.

DATE: May 29, 1996 BY: /s/ David Boudreau
------------------------
David Boudreau,
Senior Vice President of
Finance and Treasurer