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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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

For the fiscal year ended: February 1, 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: 1-8057

L. LURIA & SON, INC.
(Exact name of registrant as specified in its charter)

FLORIDA 59-0620505
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)

5770 MIAMI LAKES DRIVE
MIAMI LAKES, FLORIDA 33014
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (305) 557-9000

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

Title of each class Name of each exchange on which registered

SHARES OF COMMON STOCK, NEW YORK STOCK EXCHANGE
$.01 PAR VALUE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of Class)

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 of 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. [ ]

Aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant at April 15, 1997 (computed by reference to the
last reported sale price of the registrant's Common Stock on the New York Stock
Exchange on such date): $6,674,869.

Number of shares outstanding of each of the registrant's classes of
Common Stock at April 15, 1997: 5,486,792 shares of Common Stock, $.01 par value
per share; 670 shares of Class B Common Stock, $.01 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant's definitive Proxy Statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, which will be
filed with the Commission subsequent to the date hereof, (the "Proxy
Statement"), are incorporated by reference into Part III of this Form 10-K.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the
"Selected Financial Data" and the Consolidated Financial Statements and Notes
thereto appearing elsewhere in this document.

GENERAL

The jewelry and giftware retail industry historically has been
cyclical, fluctuating with general economic cycles. During economic downturns,
the jewelry and giftware retail industry tends to experience greater declines
than the general economy. Management believes that the industry is significantly
influenced by economic conditions generally and particularly by consumer
behavior and confidence, the level of personal discretionary spending, interest
rates and consumer credit availability. Jewelry and giftware purchases are
generally discretionary and are often deferred during times of economic
uncertainty.

In view of the intense promotional environment of the Company's
business, as well as a generally weak retail environment, management has devised
a strategy which includes the following: (i) limited unit growth for the new
fiscal year; (ii) reduction of advertising expenditures through utilization of
more effective media; (iii) reduction on a store by store basis, of controllable
expenses; (iv) purchasing high margin products to increase the Company's profit
margin and (v) use of loss leaders to increase store traffic.

During the fiscal year ended February 1, 1997, the Company announced a
plan to address its working capital needs, which included the closing and
liquidation of underperforming stores and selling the Company's distribution and
headquarters facility. In December of 1996, the Company entered into an
agreement with Gordon Brothers to conduct store closing sales at 17 stores.
Pursuant to the agreement, the Company was paid approximately $10.0 million for
the inventory in the 17 stores. In March, 1997 the store closing sales were
complete. The Company incurred approximately $12.5 million of expense in
connection with the closing of the 17 stores. In March, 1997, the Company sold
its distribution and headquarters facility for $5.6 million. The Company has
recorded a reserve of $1.4 million in connection with the sale of the facility,
which include the write-down of assets held for sale. In addition, during fiscal
1997 and the first quarter of fiscal 1998, the Company made several changes in
management, including the appointment of a new Chairman of the Board of
Directors, Chief Executive Officer, Chief Financial Officer, and Vice President
of Store Operations.

As of February 1, 1997, the Company operated 28 stores, of which 12 are
superstores. The Company opened one superstore and closed sixteen catalog
showrooms and one jewelry mall store during fiscal 1997.

RESULTS AND OPERATIONS

The following table sets forth the Company's results of operations
expressed as a percentage of net sales for the periods indicated:

PERCENT OF NET SALES
FISCAL YEAR ENDED
-----------------------------------------------
FEBRUARY 1, FEBRUARY 3, JANUARY 28,
1997 1996 1995
----------- ----------- -----------

Net sales................................................. 100.0% 100.0% 100.0%

Cost of goods sold, buying and warehousing costs.......... 77.7 76.8 72.2

Gross margin.............................................. 22.3 23.2 27.8

Operating expenses........................................

Selling, general and administrative expenses.............. 48.5 37.4 27.5

Store closings............................................ 10.3 0.1 -

Sale of distribution and headquarters facilities.......... 1.1 - -

Total operating expenses.................................. 59.9 37.5 27.5

(Loss) income from operations............................. (37.6) (14.3) 0.3

Interest expense, net..................................... 1.8 0.6 0.2

(Loss) income before income taxes and cumulative effect... (39.4) (14.9) 0.1

Provision (benefit) for income taxes...................... 1.0 (4.0) -

Net (loss) income before cumulative effect................ (40.4) (10.9) 0.1

Cumulative effect of change in accounting................. 3.6 - -

Net (loss) income......................................... (44.0)% (10.9)% 0.1%

Change in same store sales(1)............................. (26.3)% (11.2)% (13.0)%
<FN>
- -----------

(1) Same store sales are calculated by excluding the net sales of a store
for any month of one period if the store was not open during the same
month of the prior period. A store opened at any time during a month is
deemed to have been opened on the first day of that month.
</FN>

COMPARISON OF FISCAL 1997 TO FISCAL 1996

Net Sales. Net sales for the fiscal year ended February 1, 1997 were
approximately $121.6 million, a decrease of approximately 29.8% from fiscal year
ended February 3, 1996 and 26.3% decrease on a same store basis. The Company
believes that the lower net sales and same store sales were primarily
attributable to (i) the late rollout of the Company's newly remodeled store
merchandise strategy, (ii) the closing of 17 stores in the fourth quarter of
fiscal 1997, (iii) changes in advertising programs, (iv) the realignment and
redistribution of jewelry inventory resulting in limited selection of jewelry
inventory at various times and at various stores during the month of October,
1997, which adversely affected third and fourth quarter sales, (v) greater
discounts and promoted products sold at lower margins as the Company reduced its
inventory in significant categories in preparation for

new product lines and (vi) strong competition in the general merchandise
categories. The Company's business is highly seasonal, with a significant
portion of its sales occurring in the fourth quarter. Fourth quarter net sales
accounted for 33.8% and 40.6% of total net sales in fiscal 1997 and fiscal 1996,
respectively. Fourth quarter sales for fiscal 1997 decreased 41.7% when compared
to fourth quarter of fiscal 1996. During fiscal years 1997 and 1996, jewelry
sales represented 43.6% and 40.5%, respectively, of the Company's overall sales.
The impact of inflation on sales was not significant. In fiscal 1996, the effect
of the 53rd week is not deemed significant.

Operating Expenses. The Company's operating expenses increased $7.8
million in fiscal 1997 to 59.9% of net sales from 37.5% of net sales in fiscal
1996. This percentage increase was primarily due to reduced nets sales of
approximately $51.7 million compared to fiscal 1996, combined with approximately
$12.5 million in expenses related to the closing of 17 stores in the fourth
quarter of fiscal 1997, $1.4 million in estimated expenses related to the sale
of the Miami Lakes distribution and headquarters facility in the first quarter
of fiscal 1998, partially offset by approximately $4.1 million and $1.0 million
reduction in advertising expense and equipment lease expense, respectively.

Interest Expense. Interest expense, net for fiscal 1997 was approximately
$2.2 million compared to $1.1 million in fiscal 1996, or a 100% increase due to
increased borrowings required to fund operating activities.

Income Taxes. Income tax expense for the fiscal year ended February 1,
1997 was $1.3 million compared to an income tax benefit of $7.0 million for the
fiscal year ended February 3, 1996. The recognition of income tax expense in
fiscal 1997 is directly related to the write-off of deferred tax assets, offset
partially by a reduction in deferred tax liability.

Net Loss. Net loss in fiscal 1997 was $53.6 million or $9.83 per share.
The loss was due to lower net sales, reduced gross margins and increased
operating and interest expenses.

COMPARISON OF FISCAL 1996 TO FISCAL 1995

Net Sales. Net sales for fiscal 1996 were approximately $173.3 million, a
decrease of 17.7% from fiscal 1995 and 11.2% decrease on a same store basis. The
lower net sales were the result of closing stores, softening demand in catalog
showroom stores, strong competition in the general merchandise categories and a
generally weak retail environment. The Company's business is highly seasonal,
with a significant portion of its sales occurring in the fourth quarter. Fourth
quarter net sales accounted for 40.6% and 41.1% of total net sales in fiscal
1996 and fiscal 1995, respectively. Fourth quarter sales for fiscal 1996
decreased 18.6% when compared to fourth quarter of fiscal 1995. During fiscal
years 1996 and 1995, jewelry sales represented 40.0% and 37.0%, respectively, of
the Company's overall sales. The impact of inflation on sales was not
significant. In fiscal 1996, the effect of the 53rd week is not deemed
significant.

Gross Margins. The Company's gross margin varies depending on individual
product margins, the overall sales mix and the aggressiveness of sales
promotions. Gross margins decreased in fiscal 1996 to 23.2% from 27.8% in the
prior year primarily due to merchandise from closed stores being discounted,
reduced purchases of new lines because of the efforts to reduce the overall
inventory levels, increased cost of inventory acquisition due to reduced
purchases without concomitant reduction in purchasing and distribution
departments and increased promotional activity.

Operating Expenses. The Company's operating expenses increased $7.2
million in fiscal 1996 to 37.5% from 27.5% in fiscal 1995. This percentage
increase was primarily due to decreased net sales, as well as an

increase in net advertising expense of approximately $5.8 million mainly due to
decreased cooperative advertising. In addition, the Company included
approximately $1.1 million in operating expenses in fiscal year 1996 for closed
stores.

The Company discontinued its annual merchandise catalog in fiscal year
1996.

Interest Expense. Interest expense, net for fiscal 1996 was $1.1 million
compared to $0.5 million in fiscal 1995, or a 120% increase, as a result of
increased borrowings to fund operating activities.

Net Loss. Net loss in fiscal 1996 was $19.0 million or $3.50 per share.
The loss was due to lower net sales, reduced gross margins and increased
operating and interest expenses.

FINANCIAL CONDITION

This report contains forward-looking statements that are subject to risks
and uncertainties, including but not limited to risks associated with the
repositioning of the Company and its strategic initiatives. Additional
discussions of factors that could cause actual results to differ materially from
management's projections, forecasts, estimates, anticipations and expectations
are contained in the Company's Current Report on Form 8-K, dated December 17,
1996.

The Company had cash and cash equivalents of approximately $1.6 million at
February 1, 1997 (fiscal year 1997), compared to $4.9 million at February 3,
1996 (fiscal year 1996). The Company had a deficiency in working capital of $9.0
million at February 1, 1997 and had working capital of $25.6 million at February
3, 1996. Net cash used by operating activities was approximately $25.0 million
primarily due to the net operating loss of $53.6 million, partially offset by a
decrease in inventories of $15.2 million, an increase in accrued liabilities of
$5.9 million and a $2.2 million write-off for the disposal of property, net.
This compares to cash used in operating activities of $3.7 million in fiscal
year 1996 which was primarily due to the net operating loss of $19.0 million and
a decrease in both accounts payable and accrued expenses, offset by a $22.8
million decrease in inventories.

Net capital expenditures were approximately $4.2 million and $2.2 million,
in fiscal 1997 and 1996, respectively. Capital expenditures are primarily made
for land, buildings, leasehold improvements and furniture and fixtures for new
and remodeled superstores. The increase in capital expenditures is primarily due
to the Company's completion of the remodeling of its stores as part of its
strategic plan to eliminate the catalog showroom selling format. In addition,
the Company opened one superstore during fiscal 1997. In fiscal 1996, two
superstores were opened.

In February 1996 the Company entered into a revolving credit agreement
secured by substantially all assets of the Company. The amount of credit
available under the revolving credit agreement is based on the value of the
Company's inventory. At February 1, 1997, there were borrowings outstanding
under the revolving credit agreement of approximately $17.0 million, letters of
credit outstanding of approximately $1.9 million, and the unused availability
under the revolving credit agreement was approximately $2.4 million. At February
1, 1997, the Company was not in compliance with three of the borrowing
covenants. The Company has received waivers of the covenants from the lender.
The Company and the lender agreed that, effective December 15, 1996, the maximum
borrowings under the credit agreement shall be $30.0 million.

The Company has incurred substantial operating losses during the past two
fiscal years which has (i) decreased stockholders' equity by over $72 million,
(ii) caused a deficiency in working capital and (iii) caused the Company to be
in violation of certain terms and covenants of its credit agreement (see Note 9
of Notes to Financial Statements). During fiscal 1997, the Company announced a
plan to address its working capital needs. The Company has begun to implement
such plan, which included the closing and liquidation of seventeen
under-performing stores in the fourth quarter of fiscal 1997 and the sale of its
distribution and headquarters facility in the

first quarter of fiscal 1998. The strategic plan also includes the reduction of
operating expenses consistent with the reduced store count, including the
reduction of labor costs, the reduction of advertising expenditures through
utilization of more effective media, and a change in merchandising strategy,
including purchasing higher margin products to increase the Company's profit
margin and the use of loss leaders to increase store traffic. In addition, the
Company is continuing to analyze its operations in order to identify other
opportunities for profit margin improvement and expense reductions.

Management believes that the short-term and long-term working capital and
capital expenditure needs of the Company will be met only if the Company's
operating results significantly improve in the near future. The achievement of
an improvement in the Company's operating results, as well as its ability to
operate as a going concern, will depend on, among other things, the short-term
and long-term success of the Company's strategic plan discussed above, the
successful renegotiation of the terms of its credit agreement or obtaining other
credit facilities, the continued support of the Company's numerous providers of
goods and services, the competitive environment, the prevailing economic
climate, the ability of the Company to adapt to these conditions, and the
successful negotiations with landlords to terminate lease agreements related to
the closing of its under-performing stores. No assurances can be given that the
Company can successfully implement its strategic plan or obtain the additional
sources of funds in the future.

CHANGE IN SHAREHOLDERS' EQUITY

All shares of Common Stock acquired by the Company are retired and
returned to unissued stock in the year acquired.

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.

L. LURIA & SON, INC.

By: /s/ ALBERT FRIEDMAN
-------------------------
Albert Friedman
Chief Financial Officer

Dated: May 9, 1997