UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549               April 1, 1997
          
                                 FORM S-8      
                       (SEC Filing Date April 1, 1997)
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       THE SAN FRANCISCO COMPANY                 
            (Exact name of issuer as specified in its charter)

       Delaware                                                   94-3071255 
(State or other jurisdiction of          (I.R.S. Employer Identification No.) 
 incorporation or organization)

550 Montgomery Street, 10th floor
San Francisco, California                          94111            
(Address of principal executive office)            (Zip Code)

                         THE SAN FRANCISCO COMPANY
                AMENDED AND RESTATED 1993 STOCK OPTION PLAN    
                           (Full title of Plan)

                 Keary L. Colwell, Chief Financial Officer
    550 Montgomery Street, 10th floor, San Francisco, California  94111 
                  (Name and address of agent for service)

                               (415)781-7810      
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE



Title of                        Proposed        Proposed
Securities to be  Amount to be  Maximum         Maximum         Amount of
Registered        Registered    Offering Price  Aggregate       Registration
                                Per Share       Offering Price  fee

Class A
Common Stock      9,000,000     $0.40(1)        $3,600,000(1)   $ 1,091.00

(1) Estimated, pursuant to Rule 457(h), solely for the purpose of 
calculating the registration fee, at $0.40 per share, which was the price 
per share of the most recent trade in the over-the- counter market. 

Page

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The document(s) containing the information specified in Item 1 will 
be sent or given by The San Francisco Company (the "Company" and the 
"Registrant") to participants in The San Francisco Company Amended and 
Restated 1993 Stock Option Plan (the "Plan") as specified in Rule 428(b)
(1) and is not required to be filed as part of this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

     The document(s) containing the information specified in Item 2 will 
be sent or given to participants in the Plan as specified in Rule 428(b)
(1) and is not required to be filed as part of this Registration Statement.


PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents heretofore filed by the Company with the 
Securities and Exchange Commission (the "Commission") pursuant to the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are 
incorporated herein by reference:

     (a)  Annual Report of the Company on Form 10-K for the fiscal year 
ended December 31, 1995;

     (b)  Quarterly Reports of the Company on Form 10Q for the three-months 
ended March 31, 1996, six-months ended June 30, 1996, and nine-months ended
September 30, 1996;

     (c)  The Company's proxy statement dated December 6, 1996 in 
connection with the Annual Meeting of stockholders held on December 18, 
1996; and

     (c)  The description of the Company's Class A Common Stock contained 
in the Company's Registration Statement on Form 8-A dated July 5, 1988, 
including all amendments and future amendments or reports filed with the 
Commission for the purpose of updating such description.

          All documents filed by the Registrant pursuant to Sections 13(a), 
13(c), 14, and 15(d) of the Exchange Act after 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 securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and 
to be a part hereof from the date of filing of such documents.

Page

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Nicholas C. Unkovic, Partner with Graham & James LLP, is a director 
of the Company and of the Bank of San Francisco.

Item 6.  Indemnification of Directors and Officers.

     The Certificate of Incorporation of the Company eliminates liability 
of the directors of the Company for monetary damages as permitted by 
Delaware Law.  The By-laws of the Company provide for the indemnification 
of the Company's officers and directors against certain liabilities and 
expenses relating to lawsuits and other proceedings in which they may 
become involved as permitted by Delaware law, and for indemnification of 
its directors and officers pursuant to an express contract, by-law 
provision, stockholder vote or otherwise.  Delaware law provides for 
indemnification of a corporation's directors and officers under certain 
circumstances if such persons acted in good faith and in a manner such 
person reasonably believed to be in the best interest of the Company, but 
also allows a company to provide its officers and directors 
indemnification in excess of that allowed the Delaware General Corporation 
Law.  The Company has entered into indemnification agreements with certain 
of its officers and former officers whereby the Company agrees to 
indemnify such officers as specified therein.  In addition, the 
Company may, from time to time, maintain a directors' and officers' 
liability insurance policy which provides for the payment of certain 
liabilities and expenses that may be incurred by the Company's officers 
and directors and for reimbursement to the Company of indemnification
payments made by the Company to its officers and directors. 

Item 7. Exemptions from Registration Claimed.

     Not applicable.

Item 8.  Exhibits (numbered in accordance with Item 601 of Regulation S-K).

     4.1  The San Francisco Company Amended and Restated 1993 Stock Option 
Plan (incorporated by reference from the Proxy Statement for the Annual 
Meeting of Stockholders held on December 18, 1996)

     5.1  Opinion of Graham & James LLP -  Attached as Exhibit 5.1.

     23.1 Consent of Graham & James LLP - Reference is made to Exhibit 5.1.

     23.2 Consent of KPMG Peat Marwick LLP - Attached as Exhibit 23.2.

Page

Item 9.  Undertakings.

     (a)  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 to 
include any material information withrespect to the plan of distribution 
not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
          
          (2) that, for the purpose of determining any liability under the 
Securities Act of 1933 (the "Act), each such post-effective amendment shall 
be deemed to be a new registration statement relating to the securities 
being 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.

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

     (c)  Insofar as indemnification for liabilities arising under the Act 
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. 

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 and County of San Francisco, State 
of California, on the 28th day of March, 1997.

                                   The San Francisco Company


                                   By:   /s/ Keary L. Colwell          
                                        Keary L. Colwell, Executive Vice
                                        President and Chief Financial Officer

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

   Signature           Title                              Date


/s/ James E. Gilleran  Director, Chairman of the Board    March 28, 1997
(James E. Gilleran)    and Chief Executive Officer
                       (Principal Executive Officer)


/s/John F. McGrath     Director, President                March 28, 1997
(John F. McGrath)



/s/Willard D. Sharpe   Director                           March 28, 1997
(Willard D. Sharpe)


/s/Gordon B. Swanson   Director                           March 28, 1997
(Gordon B. Swanson)


/s/Kent D. Price       Director                           March 28, 1997
(Kent D. Price)

(signatures continued)

Page

/s/Nicholas C. Unkovic Director                           March 28, 1997
(Nicholas C. Unkovic)


/s/Jackson L. Schultz  Director                           March 28, 1997
(Jackson L. Schultz)


/s/Gary G. Williams    Director                           March 28, 1997
(Gary G. Williams)


/s/Peter Foo           Director                           March 28, 1997
(Peter Foo)

Page

                             INDEX TO EXHIBITS


Exhibit
Number              
4.1  The San Francisco Company Amended and Restated 1993 Stock Option 
Plan-incorporated by reference from the Proxy Statement for the Annual 
Meeting of Stockholders' held on December 18, 1996.  


5.1  Opinion of Graham & James LLP


23.1 Consent of Graham & James LLP - Reference is made to Exhibit 5.1


23.2 Consent of KPMG Peat Marwick LLP


Page

                                EXHIBIT 5.1

                       OPINION OF GRAHAM & JAMES LLP


April 1, 1997

The San Francisco Company
550 Montgomery Street
San Francisco, California  94111

Ladies and Gentlemen:

You have requested our opinion as special counsel for The San Francisco 
Company, a Delaware corporation (the "Company"), in connection with the 
registration under the Securities Act of 1933, as amended, and the rules 
and regulations promulgated thereunder, of an aggregate of 9,000,000 
shares (the "Shares") of the Company's Class A Common Stock, par value 
of $0.01 reserved for issuance under The San Francisco Company Amended 
and Restated 1993 Stock Option Plan (the "Plan"), pursuant to a 
Registration Statement on Form S-8 (the "Registration Statement").

For purposes of this opinion, we have examined the Registration Statement 
as filed with the Securities and Exchange Commission on the date hereof, 
and the exhibits thereto.  We have also been furnished with and have 
examined originals or copies, certified or otherwise identified to
our satisfaction, of all records of the Company, agreements and other 
instruments, certificates of officers and representatives of the Company, 
certificates of public officials and other documents as we have deemed 
necessary to review as a basis for the opinion hereafter expressed.  As 
to questions of fact material to such opinion, we have, where relevant 
facts were not independently established, relied upon such further legal 
and factual examination and investigation as we deem necessary for 
purposes of rendering the following opinion.

In our examination we have assumed without independent investigation 
with respect to the accuracy thereof, the genuineness of all signatures, 
the legal capacity of natural persons, the correctness of facts set forth 
in certificates, the authenticity, accuracy and completeness of all
documents submitted to us as originals, the conformity to original 
documents of all documents submitted to us as certified or photostatic 
copies, and the authenticity of the originals of such copies.  We have 
also assumed that such documents have each been duly authorized, properly
executed and delivered by each of the parties thereto other than the 
Company.  We have also assumed that the Shares, when issued, will be 
issued in compliance with the Securities Act of 1933, as amended, and 
with the Company's Certificate of Incorporation, as amended, and in
accordance with the terms of and in exchange for consideration in the 
amount of the option price for the Shares as specified in the Plan.

We are members of the bar of the State of California.  Our opinions below 
are limited to the laws of the State of California, the corporate laws of 
the State of Delaware and the federal securities laws of the United States.

Page

Based on the foregoing, and subject to the assumptions and qualifications 
set forth herein, it is our opinion that all of the Shares, when issued, 
will be legally and validly issued, fully paid and nonassessable.

We consent to the filing and use of this opinion as an exhibit to the 
Registration Statement and consent to the use of our name under the 
caption "Legal Matters" in the Prospectus to be distributed in connection 
with the issuance of the Shares and the grant of options under the Plan.


Sincerely yours,


GRAHAM & JAMES LLP

Page

                               EXHIBIT 23.2


                      CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
The San Francisco Company:



We consent to the incorporation by reference in the registration statement 
on Form S-8 dated April 1, 1997 of The San Francisco Company and 
subsidiaries (the "Company") of our report dated February 21, 1996, with 
respect to the consolidated balance sheets of The San Francisco
Company and subsidiaries as of December 31, 1996 and 1995, and the 
related consolidated statements of operations, changes in shareholders' 
equity, and cash flows for each of the years in the three-year period 
ended December 31, 1996, which report appears in the December 31, 1996 
Form 10-K of The San Francisco Company.


                              KPMG Peat Marwick LLP



San Francisco, California
March 31, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15955}]
{"company-data": {"conformed-name": "SAN FRANCISCO CO", "cik": "0000351238", "assigned-sic": "6022", "irs-number": "943071255", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24993", "film-number": "97578780"}, "business-address": {"street1": "550 MONTGOMERY ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4157817810"}, "mail-address": {"street1": "PO BOX 2887", "city": "SAN FRANCISCO", "state": "CA", "zip": "94126"}, "former-company": {"former-conformed-name": "BANK OF SAN FRANCISCO CO HOLDING CO", "date-changed": "19920703"}}
UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549               April 1, 1997
          
                                 FORM S-8      
                       (SEC Filing Date April 1, 1997)
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       THE SAN FRANCISCO COMPANY                 
            (Exact name of issuer as specified in its charter)

       Delaware                                                   94-3071255 
(State or other jurisdiction of          (I.R.S. Employer Identification No.) 
 incorporation or organization)

550 Montgomery Street, 10th floor
San Francisco, California                          94111            
(Address of principal executive office)            (Zip Code)

                         THE SAN FRANCISCO COMPANY
                AMENDED AND RESTATED 1993 STOCK OPTION PLAN    
                           (Full title of Plan)

                 Keary L. Colwell, Chief Financial Officer
    550 Montgomery Street, 10th floor, San Francisco, California  94111 
                  (Name and address of agent for service)

                               (415)781-7810      
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

Title of                        Proposed        Proposed
Securities to be  Amount to be  Maximum         Maximum         Amount of
Registered        Registered    Offering Price  Aggregate       Registration
                                Per Share       Offering Price  fee

Class A
Common Stock      9,000,000     $0.40(1)        $3,600,000(1)   $ 1,091.00

(1) Estimated, pursuant to Rule 457(h), solely for the purpose of 
calculating the registration fee, at $0.40 per share, which was the price 
per share of the most recent trade in the over-the- counter market. 

Page

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The document(s) containing the information specified in Item 1 will 
be sent or given by The San Francisco Company (the "Company" and the 
"Registrant") to participants in The San Francisco Company Amended and 
Restated 1993 Stock Option Plan (the "Plan") as specified in Rule 428(b)
(1) and is not required to be filed as part of this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

     The document(s) containing the information specified in Item 2 will 
be sent or given to participants in the Plan as specified in Rule 428(b)
(1) and is not required to be filed as part of this Registration Statement.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents heretofore filed by the Company with the 
Securities and Exchange Commission (the "Commission") pursuant to the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are 
incorporated herein by reference:

     (a)  Annual Report of the Company on Form 10-K for the fiscal year 
ended December 31, 1995;

     (b)  Quarterly Reports of the Company on Form 10Q for the three-months 
ended March 31, 1996, six-months ended June 30, 1996, and nine-months ended
September 30, 1996;

     (c)  The Company's proxy statement dated December 6, 1996 in 
connection with the Annual Meeting of stockholders held on December 18, 
1996; and

     (c)  The description of the Company's Class A Common Stock contained 
in the Company's Registration Statement on Form 8-A dated July 5, 1988, 
including all amendments and future amendments or reports filed with the 
Commission for the purpose of updating such description.

          All documents filed by the Registrant pursuant to Sections 13(a), 
13(c), 14, and 15(d) of the Exchange Act after 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 securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and 
to be a part hereof from the date of filing of such documents.

Page

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Nicholas C. Unkovic, Partner with Graham & James LLP, is a director 
of the Company and of the Bank of San Francisco.

Item 6.  Indemnification of Directors and Officers.

     The Certificate of Incorporation of the Company eliminates liability 
of the directors of the Company for monetary damages as permitted by 
Delaware Law.  The By-laws of the Company provide for the indemnification 
of the Company's officers and directors against certain liabilities and 
expenses relating to lawsuits and other proceedings in which they may 
become involved as permitted by Delaware law, and for indemnification of 
its directors and officers pursuant to an express contract, by-law 
provision, stockholder vote or otherwise.  Delaware law provides for 
indemnification of a corporation's directors and officers under certain 
circumstances if such persons acted in good faith and in a manner such 
person reasonably believed to be in the best interest of the Company, but 
also allows a company to provide its officers and directors 
indemnification in excess of that allowed the Delaware General Corporation 
Law.  The Company has entered into indemnification agreements with certain 
of its officers and former officers whereby the Company agrees to 
indemnify such officers as specified therein.  In addition, the 
Company may, from time to time, maintain a directors' and officers' 
liability insurance policy which provides for the payment of certain 
liabilities and expenses that may be incurred by the Company's officers 
and directors and for reimbursement to the Company of indemnification
payments made by the Company to its officers and directors. 

Item 7. Exemptions from Registration Claimed.

     Not applicable.

Item 8.  Exhibits (numbered in accordance with Item 601 of Regulation S-K).

     4.1  The San Francisco Company Amended and Restated 1993 Stock Option 
Plan (incorporated by reference from the Proxy Statement for the Annual 
Meeting of Stockholders held on December 18, 1996)

     5.1  Opinion of Graham & James LLP -  Attached as Exhibit 5.1.

     23.1 Consent of Graham & James LLP - Reference is made to Exhibit 5.1.

     23.2 Consent of KPMG Peat Marwick LLP - Attached as Exhibit 23.2.

Page

Item 9.  Undertakings.

     (a)  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 to 
include any material information withrespect to the plan of distribution 
not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
          
          (2) that, for the purpose of determining any liability under the 
Securities Act of 1933 (the "Act), each such post-effective amendment shall 
be deemed to be a new registration statement relating to the securities 
being 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.

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

     (c)  Insofar as indemnification for liabilities arising under the Act 
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. 

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 and County of San Francisco, State 
of California, on the 28th day of March, 1997.

                                   The San Francisco Company

                                   By:   /s/ Keary L. Colwell          
                                        Keary L. Colwell, Executive Vice
                                        President and Chief Financial Officer

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

   Signature           Title                              Date

/s/ James E. Gilleran  Director, Chairman of the Board    March 28, 1997
(James E. Gilleran)    and Chief Executive Officer
                       (Principal Executive Officer)

/s/John F. McGrath     Director, President                March 28, 1997
(John F. McGrath)

/s/Willard D. Sharpe   Director                           March 28, 1997
(Willard D. Sharpe)

/s/Gordon B. Swanson   Director                           March 28, 1997
(Gordon B. Swanson)

/s/Kent D. Price       Director                           March 28, 1997
(Kent D. Price)

(signatures continued)

Page

/s/Nicholas C. Unkovic Director                           March 28, 1997
(Nicholas C. Unkovic)

/s/Jackson L. Schultz  Director                           March 28, 1997
(Jackson L. Schultz)

/s/Gary G. Williams    Director                           March 28, 1997
(Gary G. Williams)

/s/Peter Foo           Director                           March 28, 1997
(Peter Foo)

Page

                             INDEX TO EXHIBITS

Exhibit
Number              
4.1  The San Francisco Company Amended and Restated 1993 Stock Option 
Plan-incorporated by reference from the Proxy Statement for the Annual 
Meeting of Stockholders' held on December 18, 1996.  

5.1  Opinion of Graham & James LLP

23.1 Consent of Graham & James LLP - Reference is made to Exhibit 5.1

23.2 Consent of KPMG Peat Marwick LLP

Page

                                EXHIBIT 5.1

                       OPINION OF GRAHAM & JAMES LLP

April 1, 1997

The San Francisco Company
550 Montgomery Street
San Francisco, California  94111

Ladies and Gentlemen:

You have requested our opinion as special counsel for The San Francisco 
Company, a Delaware corporation (the "Company"), in connection with the 
registration under the Securities Act of 1933, as amended, and the rules 
and regulations promulgated thereunder, of an aggregate of 9,000,000 
shares (the "Shares") of the Company's Class A Common Stock, par value 
of $0.01 reserved for issuance under The San Francisco Company Amended 
and Restated 1993 Stock Option Plan (the "Plan"), pursuant to a 
Registration Statement on Form S-8 (the "Registration Statement").

For purposes of this opinion, we have examined the Registration Statement 
as filed with the Securities and Exchange Commission on the date hereof, 
and the exhibits thereto.  We have also been furnished with and have 
examined originals or copies, certified or otherwise identified to
our satisfaction, of all records of the Company, agreements and other 
instruments, certificates of officers and representatives of the Company, 
certificates of public officials and other documents as we have deemed 
necessary to review as a basis for the opinion hereafter expressed.  As 
to questions of fact material to such opinion, we have, where relevant 
facts were not independently established, relied upon such further legal 
and factual examination and investigation as we deem necessary for 
purposes of rendering the following opinion.

In our examination we have assumed without independent investigation 
with respect to the accuracy thereof, the genuineness of all signatures, 
the legal capacity of natural persons, the correctness of facts set forth 
in certificates, the authenticity, accuracy and completeness of all
documents submitted to us as originals, the conformity to original 
documents of all documents submitted to us as certified or photostatic 
copies, and the authenticity of the originals of such copies.  We have 
also assumed that such documents have each been duly authorized, properly
executed and delivered by each of the parties thereto other than the 
Company.  We have also assumed that the Shares, when issued, will be 
issued in compliance with the Securities Act of 1933, as amended, and 
with the Company's Certificate of Incorporation, as amended, and in
accordance with the terms of and in exchange for consideration in the 
amount of the option price for the Shares as specified in the Plan.

We are members of the bar of the State of California.  Our opinions below 
are limited to the laws of the State of California, the corporate laws of 
the State of Delaware and the federal securities laws of the United States.

Page

Based on the foregoing, and subject to the assumptions and qualifications 
set forth herein, it is our opinion that all of the Shares, when issued, 
will be legally and validly issued, fully paid and nonassessable.

We consent to the filing and use of this opinion as an exhibit to the 
Registration Statement and consent to the use of our name under the 
caption "Legal Matters" in the Prospectus to be distributed in connection 
with the issuance of the Shares and the grant of options under the Plan.

Sincerely yours,

GRAHAM & JAMES LLP

Page

                               EXHIBIT 23.2

                      CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
The San Francisco Company:

We consent to the incorporation by reference in the registration statement 
on Form S-8 dated April 1, 1997 of The San Francisco Company and 
subsidiaries (the "Company") of our report dated February 21, 1996, with 
respect to the consolidated balance sheets of The San Francisco
Company and subsidiaries as of December 31, 1996 and 1995, and the 
related consolidated statements of operations, changes in shareholders' 
equity, and cash flows for each of the years in the three-year period 
ended December 31, 1996, which report appears in the December 31, 1996 
Form 10-K of The San Francisco Company.

                              KPMG Peat Marwick LLP

San Francisco, California
March 31, 1997