<PAGE>


   As filed with the Securities and Exchange Commission on January __, 2000.

                                                Registration No. 333-___________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
     -----------------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
     -----------------------------------------------------------------------

                          BRAUN'S FASHIONS CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                         06-1195422
   (State or other jurisdiction of                           (I.R.S. employer
    incorporation or organization)                          identification no.)

                2400 XENIUM LANE NORTH, PLYMOUTH, MINNESOTA 55441
           (Address of principal executive offices, including zip code)

                          BRAUN'S FASHIONS CORPORATION
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                                      Copy to:
       Andrew K. Moller                           Kevin L. Crudden
     Chief Financial Officer           Robins, Kaplan, Miller & Ciresi L.L.P.
  Braun's Fashions Corporation                   2800 LaSalle Plaza
     2400 Xenium Lane North                      800 LaSalle Avenue
    Plymouth, Minnesota 55441               Minneapolis, Minnesota 55402
                                                   (612) 349-8500

                                 (612) 551-5000
          (Telephone number, including area code, of agent for service)

                  Approximate date of commencement of proposed
            sale: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
                             REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE

===============================================================================
<TABLE>
<CAPTION>
                                     PROPOSED       PROPOSED
   TITLE OF                          MAXIMUM         MAXIMUM
  SECURITIES         AMOUNT          OFFERING       AGGREGATE       AMOUNT OF
    TO BE            TO BE           PRICE PER       OFFERING     REGISTRATION
  REGISTERED       REGISTERED         SHARE(1)       PRICE(1)          FEE
--------------------------------------------------------------------------------
<S>               <C>                <C>         <C>              <C>
Common Stock,     675,000 shares      $17.72      $11,961,000.00   $3,528.00
$.01 par value
--------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to Rule 457(c), the per share price is estimated, solely for
         the purpose of determining the registration fee, based upon the average
         of the high and low prices for such common stock on January 13, 2000 as
         reported on The Nasdaq National Market.

================================================================================

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Braun's Fashions
Corporation (the "Company") (File No. 0-19972) with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") and are incorporated by reference herein:

a.       The Company's Annual Report on Form 10-K405 for the fiscal year ended
         February 27, 1999;

b.       The Company's Quarterly Reports on Form 10-Q for the quarters ended May
         29, 1999, August 28, 1999 and November 27, 1999; and

c.       The descriptions of the Company's capital stock contained in the
         Company's Registration Statement on Form S-1 (Registration No.
         33-45719) and incorporated by reference into the Company's Registration
         Statement on Form 8-A (File No. 0-19972), filed with the Commission.

         All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining to be sold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof,
except as so modified or superseded.

ITEM  4.  DESCRIPTION OF SECURITIES.

         The common stock, par value $.01 per share (the "Common Stock"), of
the Company offered pursuant to this Registration Statement is registered
under Section 12(g) of the Exchange Act. The description of the Company's
Common Stock is incorporated by reference pursuant to Item 3 above.

         The maximum number of shares of Common Stock to be issued pursuant
to options and awards under the Company's 1997 Stock Incentive Plan is
675,000 shares.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The consolidated financial statements incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K405 for
the year ended February 27, 1999, have been so incorporated in reliance on
the report of PriceWaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.


                                        2

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article V of the Company's Bylaws provides that the Company shall
indemnify the directors and officers to such extent as permitted by Section
145 of the Delaware General Corporation Law, as now enacted or hereafter
amended.

         Further, the Company has purchased director and officer liability
insurance that insures directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended, and
provides for payment to the Company of costs incurred by it in indemnifying
its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed with this Registration Statement on
Form S-8:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
<S>               <C>
4.1               Certificate of Incorporation of the Company (incorporated
                  herein by reference to the Company's Registration Statement on
                  Form S-1 (Registration No. 33-45719))

4.2               Bylaws of the Company (incorporated herein by reference to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-45719))

5.1               Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the
                  legality of Common Stock of the Company (filed electronically
                  herewith)

23.1              Consent of PricewaterhouseCoopers LLP (filed electronically
                  herewith)

23.2              Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in
                  Exhibit 5.1)

24.1              Power of Attorney (included on signature page and filed
                  electronically herewith)

99.1              Braun's Fashions Corporation 1997 Stock Incentive Plan, as
                  amended (filed electronically herewith)
</TABLE>

                                        3

<PAGE>

ITEM 9.   UNDERTAKINGS.

(a)      RULE 415 OFFERING.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
         this section do not apply if the registration statement is on Form S-3,
         Form S-8 or Form F-3, and if the information required to be included in
         a post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the registration
         statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                                        4

<PAGE>

(b)      FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act of 1934) that is incorporated by reference in the
         registration statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

(h)      STATEMENT REQUIRED BY ITEM 512(h) IN CONNECTION WITH FILING OF
         REGISTRATION STATEMENT ON FORM S-8.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Act and is, therefore, unenforceable. In the event that a claim
         for indemnification against such liabilities (other than the payment by
         the registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.


                                        5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Minnesota on January 20, 2000.

                                      BRAUN'S FASHIONS CORPORATION

                                      By   /s/ Andrew K. Moller
                                        --------------------------------
                                               Andrew K. Moller
                                               Chief Financial Officer


                                        6

<PAGE>

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Braun's Fashions
Corporation, do hereby severally constitute and appoint William J. Prange and
Andrew K. Moller, and each of them singly, our true and lawful attorneys and
agents, to do any and all things and acts in our names in the capacities
indicated below and to execute any and all instruments for us and in our
names in the capacities indicated below which said William J. Prange or
Andrew K. Moller, or either of them, may deem necessary or advisable to
enable Braun's Fashions Corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the offering of Common Stock, including
specifically, but not limited to, power and authority to sign for us or any
of us in our names in the capacities indicated below the Registration
Statement and any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that William J. Prange and
Andrew K. Moller, or either of them, shall do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                         TITLE                                DATE
<S>                               <C>                                  <C>
                                  Chairman and Chief Executive         January 20, 2000
/s/ William J. Prange             Officer (Principal Executive
------------------------          Officer)
William J. Prange


                                  President and Chief Operating        January 20, 2000
/s/ Joseph C. Pennington          Officer
------------------------
Joseph C. Pennington


                                  Chief Financial Officer              January 20, 2000
/s/ Andrew K. Moller              (Principal Financial Officer
------------------------          and Principal Accounting
Andrew K. Moller                  Officer)


                                  Chairman of the Board                January 20, 2000
/s/ Nicholas H. Cook              and Director
------------------------
Nicholas H. Cook


/s/ Marc C. Ostrow                Director                             January 20, 2000
------------------------
Marc C. Ostrow


/s/ James J. Fuld, Jr.            Director                             January 20, 2000
------------------------
James J. Fuld, Jr.


                                        7

<PAGE>

/s/ Larry C. Barenbaum
------------------------
 Larry C. Barenbaum               Director                             January 20, 2000

/s/ Donald D. Beeler              Director                             January 20, 2000
------------------------
Donald D. Beeler

/s/ Anne L. Jones                 Director                             January 20, 2000
------------------------
Anne L. Jones
</TABLE>



                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18014}]
{"company-data": {"conformed-name": "BRAUNS FASHIONS CORP", "cik": "0000883943", "assigned-sic": "5621", "irs-number": "061195422", "state-of-incorporation": "DE", "fiscal-year-end": "0302"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95109", "film-number": "510551"}, "business-address": {"street1": "2400 XENIUM LANE NORTH", "city": "PLYMOUTH", "state": "MN", "zip": "55441-3626", "phone": "6125515000"}, "mail-address": {"street1": "2400 XENIUM LN NORTH", "city": "PLYMOUTH", "state": "MN", "zip": "55441-3626"}}
As filed with the Securities and Exchange Commission on January __, 2000.

                                                Registration No. 333-___________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
     -----------------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
     -----------------------------------------------------------------------

                          BRAUN'S FASHIONS CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                         06-1195422
   (State or other jurisdiction of                           (I.R.S. employer
    incorporation or organization)                          identification no.)

                2400 XENIUM LANE NORTH, PLYMOUTH, MINNESOTA 55441
           (Address of principal executive offices, including zip code)

                          BRAUN'S FASHIONS CORPORATION
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                                      Copy to:
       Andrew K. Moller                           Kevin L. Crudden
     Chief Financial Officer           Robins, Kaplan, Miller & Ciresi L.L.P.
  Braun's Fashions Corporation                   2800 LaSalle Plaza
     2400 Xenium Lane North                      800 LaSalle Avenue
    Plymouth, Minnesota 55441               Minneapolis, Minnesota 55402
                                                   (612) 349-8500

                                 (612) 551-5000
          (Telephone number, including area code, of agent for service)

                  Approximate date of commencement of proposed
            sale: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
                             REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE

===============================================================================
PROPOSED       PROPOSED
   TITLE OF                          MAXIMUM         MAXIMUM
  SECURITIES         AMOUNT          OFFERING       AGGREGATE       AMOUNT OF
    TO BE            TO BE           PRICE PER       OFFERING     REGISTRATION
  REGISTERED       REGISTERED         SHARE(1)       PRICE(1)          FEE
--------------------------------------------------------------------------------
Common Stock,     675,000 shares      $17.72      $11,961,000.00   $3,528.00
$.01 par value
--------------------------------------------------------------------------------
(1)      Pursuant to Rule 457(c), the per share price is estimated, solely for
         the purpose of determining the registration fee, based upon the average
         of the high and low prices for such common stock on January 13, 2000 as
         reported on The Nasdaq National Market.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Braun's Fashions
Corporation (the "Company") (File No. 0-19972) with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") and are incorporated by reference herein:

a.       The Company's Annual Report on Form 10-K405 for the fiscal year ended
         February 27, 1999;

b.       The Company's Quarterly Reports on Form 10-Q for the quarters ended May
         29, 1999, August 28, 1999 and November 27, 1999; and

c.       The descriptions of the Company's capital stock contained in the
         Company's Registration Statement on Form S-1 (Registration No.
         33-45719) and incorporated by reference into the Company's Registration
         Statement on Form 8-A (File No. 0-19972), filed with the Commission.

         All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining to be sold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof,
except as so modified or superseded.

ITEM  4.  DESCRIPTION OF SECURITIES.

         The common stock, par value $.01 per share (the "Common Stock"), of
the Company offered pursuant to this Registration Statement is registered
under Section 12(g) of the Exchange Act. The description of the Company's
Common Stock is incorporated by reference pursuant to Item 3 above.

         The maximum number of shares of Common Stock to be issued pursuant
to options and awards under the Company's 1997 Stock Incentive Plan is
675,000 shares.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The consolidated financial statements incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K405 for
the year ended February 27, 1999, have been so incorporated in reliance on
the report of PriceWaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

                                        2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article V of the Company's Bylaws provides that the Company shall
indemnify the directors and officers to such extent as permitted by Section
145 of the Delaware General Corporation Law, as now enacted or hereafter
amended.

         Further, the Company has purchased director and officer liability
insurance that insures directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended, and
provides for payment to the Company of costs incurred by it in indemnifying
its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed with this Registration Statement on
Form S-8:
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
4.1               Certificate of Incorporation of the Company (incorporated
                  herein by reference to the Company's Registration Statement on
                  Form S-1 (Registration No. 33-45719))

4.2               Bylaws of the Company (incorporated herein by reference to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-45719))

5.1               Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the
                  legality of Common Stock of the Company (filed electronically
                  herewith)

23.1              Consent of PricewaterhouseCoopers LLP (filed electronically
                  herewith)

23.2              Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in
                  Exhibit 5.1)

24.1              Power of Attorney (included on signature page and filed
                  electronically herewith)

99.1              Braun's Fashions Corporation 1997 Stock Incentive Plan, as
                  amended (filed electronically herewith)
3
ITEM 9.   UNDERTAKINGS.

(a)      RULE 415 OFFERING.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
         this section do not apply if the registration statement is on Form S-3,
         Form S-8 or Form F-3, and if the information required to be included in
         a post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the registration
         statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                                        4
(b)      FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act of 1934) that is incorporated by reference in the
         registration statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

(h)      STATEMENT REQUIRED BY ITEM 512(h) IN CONNECTION WITH FILING OF
         REGISTRATION STATEMENT ON FORM S-8.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Act and is, therefore, unenforceable. In the event that a claim
         for indemnification against such liabilities (other than the payment by
         the registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Minnesota on January 20, 2000.

                                      BRAUN'S FASHIONS CORPORATION

                                      By   /s/ Andrew K. Moller
                                        --------------------------------
                                               Andrew K. Moller
                                               Chief Financial Officer

                                        6
POWER OF ATTORNEY

         We, the undersigned directors and officers of Braun's Fashions
Corporation, do hereby severally constitute and appoint William J. Prange and
Andrew K. Moller, and each of them singly, our true and lawful attorneys and
agents, to do any and all things and acts in our names in the capacities
indicated below and to execute any and all instruments for us and in our
names in the capacities indicated below which said William J. Prange or
Andrew K. Moller, or either of them, may deem necessary or advisable to
enable Braun's Fashions Corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the offering of Common Stock, including
specifically, but not limited to, power and authority to sign for us or any
of us in our names in the capacities indicated below the Registration
Statement and any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that William J. Prange and
Andrew K. Moller, or either of them, shall do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                         TITLE                                DATE
Chairman and Chief Executive         January 20, 2000
/s/ William J. Prange             Officer (Principal Executive
------------------------          Officer)
William J. Prange

                                  President and Chief Operating        January 20, 2000
/s/ Joseph C. Pennington          Officer
------------------------
Joseph C. Pennington

                                  Chief Financial Officer              January 20, 2000
/s/ Andrew K. Moller              (Principal Financial Officer
------------------------          and Principal Accounting
Andrew K. Moller                  Officer)

                                  Chairman of the Board                January 20, 2000
/s/ Nicholas H. Cook              and Director
------------------------
Nicholas H. Cook

/s/ Marc C. Ostrow                Director                             January 20, 2000
------------------------
Marc C. Ostrow

/s/ James J. Fuld, Jr.            Director                             January 20, 2000
------------------------
James J. Fuld, Jr.

                                        7
/s/ Larry C. Barenbaum
------------------------
 Larry C. Barenbaum               Director                             January 20, 2000

/s/ Donald D. Beeler              Director                             January 20, 2000
------------------------
Donald D. Beeler

/s/ Anne L. Jones                 Director                             January 20, 2000
------------------------
Anne L. Jones
8