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                                                                  EXHIBIT 10.14



                    MAC FRUGAL'S BARGAINS O CLOSE-OUTS INC.

                               AMENDMENT NO. 2 TO
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS




                 This Amendment No. 2 to the Stock Option Plan for Non-Employee
Directors (the "Plan") of MacFrugal's Bargains o Close-outs Inc., a Delaware
corporation (the "Company"), is made as of this 11th day of December, 1996.
Capitalized terms used herein shall have the same meaning as ascribed to such
terms in the Plan, unless otherwise defined herein.

                 1.       The first sentence of Section 4(b) of the Plan is
                          hereby amended to read in its entirety as follows:

                 "(b)  Amount, Exercise Price and Exercisability of Grants in
                 Lieu of Annual Retainer Fees.  In addition to the grants made
                 pursuant to Section 4(a), each Director shall have the right,
                 exercisable on the date of the Annual Meeting at which such
                 Director is elected, including each Annual Meeting at which
                 such Director is re-elected (the "Annual Meeting Date"), to
                 make an irrevocable election to receive an Option in lieu of
                 100%, but not less than 100%, of the Director's Retainer (as
                 defined hereafter) for the succeeding year; provided, however,
                 that no Director shall have the right to make such election
                 with respect to the Annual Meetings to be held in 1997, 1998
                 or 1999."

                 2.       Except as set forth herein, the Plan is hereby
ratified and confirmed in all respects.