As filed with the Securities and Exchange Commission on August 30, 1996
                                                Registration No. 333-__________
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         FURR'S/BISHOP'S, INCORPORATED
             (Exact name of registrant as specified in its charter)

               Delaware                         75-2350724
     (State or other jurisdiction    (I.R.S. Employer Identification No.)
  of incorporation or organization)

                              6901 Quaker Avenue,
                              Lubbock, Texas 79413
         (Address, including zip code, of principal executive offices)

             1995 Stock Option Plan of Furr's/Bishop's, Incorporated
                            (Full title of the Plan)

                                 Kevin E. Lewis
                  Chairman, President and Chief Executive Officer
                          FURR'S/BISHOP'S, INCORPORATED
                               6901 Quaker Avenue
                              Lubbock, Texas  79413
                                 (806) 792-7151
(Name, address, including zip code, and telephone number, including area code,  
                              of agent for service)

                                    COPIES TO:
                              Kenneth L. Stewart, Esq.
                            Fulbright & Jaworski L.L.P.
                                 2200 Ross Avenue
                                    Suite 2800
                                Dallas, Texas  75201
                                  (214) 855-8000

                          CALCULATION OF REGISTRATION FEE
===============================================================================
Title of         Amount to be    Proposed Max-   Proposed Max-     Amount of
Securities       Registered (1)  imum Offering   imum Aggregate   Registration
to be                              Price Per        Offering           Fee
Registered                         Share (2)        Price (2)
- -------------------------------------------------------------------------------
Common Stock,      2,702,720         $ 1.00      $ 2,702,720        $ 931.97   
par value $0.01    shares (3)
per share 
===============================================================================
(1) Plus such additional indeterminable number of shares as may be acquired
    pursuant to the 1995 Stock Option Plan of Furr's/Bishop's, Incorporated
    (the "1995 Stock Option Plan") in the event of a stock dividend, stock
    split, recapitalization or other similar change in the Common Stock.
(2) Estimated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
    amended, solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low sales prices for the Common Stock
    of Furr's/Bishop's, Incorporated on August 26, 1996, as reported on the New
    York Stock Exchange, within five business days prior to filing.
(3) Represents the number of shares of Common Stock that may be purchased upon
    exercise of options granted under Registrant's 1995 Stock Option Plan.

<PAGE> 2





                             REGISTRATION STATEMENT
                                       ON
                                     FORM S-8

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          Item 3.   Incorporation of Documents by Reference.

                    Incorporated by reference in this Registration Statement    
          are the following documents filed by Furr's/Bishop's, Incorporated    
          ("Registrant") with the Securities and Exchange Commission (the       
          "Commission"):

                    (a)  Registrant's Registration Statement on Form S-1 (File
                No. 333-4576), filed pursuant to the Securities Act of 1933,
                as amended.

                    (b)  Registrant's (i) annual report on Form 10-K for the
                period ended January 2, 1996, (ii) quarterly reports on Form
                10-Q for each of the periods ended on April 2 and July 2, 1996
                and (iii) current report on Form 8-K filed April 12, 1996, each
                filed pursuant to Section 13(a) of the Securities Exchange Act
                of 1934, as amended.

                    (c)  The description of Registrant's Common Stock contained
                in the Registration Statement on Form 8-A filed on November 28,
                1995 as amended by Form 8A/A filed December 5, 1995.

                    All documents subsequently filed by Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 
          1934, as amended (the "Exchange Act"), prior to the filing of a post- 
          effective amendment which indicates that all securities offered have  
          been sold or which deregisters all securities then remaining unsold,  
          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 of this Registration Statement to the extent that a          
          statement contained herein or in any other 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, except as so modified or  
          superseded, to constitute a part of this Registration Statement.

          Item 4.   Description of Securities.

                    Not applicable

          Item 5.   Interests of Named Experts and Counsel.

                    Not applicable




                                                                      PAGE 2

<PAGE> 3





          Item 6.   Indemnification of Directors and Officers.

                    Registrant is a Delaware corporation.  Section 102(b)(7) of 
          the General Corporation Law of Delaware enables a Delaware            
          corporation to provide in its certificate of incorporation, and       
          Registrant has so provided in its Amended and Restated Certificate of 
          Incorporation ("Certificate of Incorporation"), for the elimination   
          or limitation of the personal liability of a director to the          
          corporation or its stockholders for monetary damages for breach of    
          fiduciary duty as a director; provided, however, that a director's    
          liability is not eliminated or limited:  (1) for any breach of the    
          director's duty of loyalty to the corporation or its stockholders;    
          (2) for acts or omissions not in good faith or which involve an       
          intentional misconduct or a knowing violation of law; (3) under       
          Section 174 of the General Corporation Law of Delaware (which imposes 
          liability on directors for unlawful payment of dividends or unlawful  
          stock purchases or redemptions); or (4) for any transaction from      
          which the director derived an improper personal benefit.  The         
          Certificate of Incorporation further provides that if the Delaware    
          General Corporation Law is amended to authorize the further           
          elimination or limitation of the liability of directors, then the     
          liability of a director shall be eliminated or limited to the fullest 
          extent permitted by the Delaware General Corporation Law, as amended.

                    Section 145 of the General Corporation Law of Delaware      
          empowers a corporation to indemnify any person who was or is a party  
          or witness or is threatened to be made a party to any threatened,     
          pending or completed action, suit or proceeding, whether civil,       
          criminal, administrative or investigative (other than an action by or 
          in the right of the corporation) by reason of the fact that he or she 
          is or was a director, officer, employee or agent of the corporation   
          or is or was serving at the request of the corporation as a director, 
          officer, employee or agent of another corporation or enterprise.      
          Depending on the character of the proceeding, a corporation may       
          indemnify against expenses (including attorneys' fees), judgments,    
          fines and amounts paid in settlement actually and reasonably incurred 
          in connection with such action, suit or proceeding if the person      
          indemnified acted in good faith and in a manner he or she reasonably  
          believed to be in or not opposed to the best interests of the         
          corporation, and, with respect to any criminal action or proceeding,  
          had no reasonable cause to believe his or her conduct was unlawful.   
          If the person indemnified is not wholly successful in such action,    
          suit or proceeding, but is successful, on the merits or otherwise, in 
          one or more but less than all claims, issues or matters in such       
          proceeding, he or she may be indemnified against expenses actually    
          and reasonably incurred in connection with each successfully resolved 
          claim, issue or matter.  In the case of an action or suit by or in    
          the right of the corporation, no indemnification may be made in       
          respect to any claim, issue or matter as to which such person shall   
          have been adjudged to be liable to the corporation unless and only to 
          the extent that the Court of Chancery or the court in which such      





                                                                      PAGE 3

<PAGE> 4




          action or suit was brought shall determine that despite the           
          adjudication of liability such person is fairly and reasonably        
          entitled to indemnity for such expenses which the court shall deem    
          proper.  Section 145 provides that to the extent a director, officer, 
          employee or agent of a corporation has been successful in the defense 
          of any action, suit or proceeding referred to above or in the defense 
          of any claim, issue or manner therein, he or she shall be indemnified 
          against expenses (including attorneys' fees) actually and reasonably  
          incurred by him or her in connection therewith.

                    The By-laws of Registrant provide that, to the fullest      
          extent permitted by the General Corporation Law of the State of       
          Delaware, Registrant shall indemnify any person who was or is a party 
          or is threatened to be made a party to any action, suit or proceeding 
          of the type described above by reason of the fact that he or she is   
          or was a director or officer of Registrant or is or was serving at    
          the request of Registrant as a director, officer, employee or agent   
          of another corporation, partnership, joint venture, trust or other    
          enterprise.  No expenses will be paid in advance except, as           
          authorized by the Board of Directors, to a director or office for     
          expenses incurred while acting in his or her capacity as a director   
          or officer, who has delivered an undertaking to the corporation to    
          repay all amounts advanced if it should be later determined that such 
          director or officer was not entitled to indemnification.  The By-laws 
          further provide that the above rights of indemnification are not      
          exclusive of any other rights of indemnification that a director or   
          officer may be entitled to from any other source.

                    Each current director has entered into an Indemnification   
          Agreement dated as of January 2, 1996 by and between Registrant and   
          such director pursuant to which Registrant will indemnify such        
          director and hold such director harmless from any and all losses,     
          expenses and fines to the fullest extent authorized, permitted or not 
          prohibited (i) by the Delaware General Corporation Law or any other   
          applicable law (including judicial, regulatory or administrative      
          interpretations or readings thereof), the Certificate of              
          Incorporation or By-laws as in effect on the date of execution of the 
          agreement or other statutory provision authorizing such               
          indemnification that is adopted after January 2, 1996.  In the event  
          that after the date of the agreements Registrant provides any greater 
          right of indemnification, in any respect, to any other person serving 
          as an officer or director of Registrant, then such greater right of   
          indemnification shall inure to the benefit of the respective director 
          and shall be deemed to be incorporated in the relevant agreement as a 
          basis for indemnity, at each director's election, together with the   
          indemnity expressly set forth therein.

                    Registrant has purchased a directors and officers insurance 
          policy under which each director and certain officers of Registrant   
          are insured against certain liabilities.







                                                                      PAGE 4

<PAGE> 5





          Item 7.   Exemption from Registration Claimed.

                    Not applicable.

          Item 8.   Exhibits.

       Exhibit No.  Description
       -----------  -----------

          4.1       1995 Stock Option Plan of Furr's/Bishop's, Incorporated
                    (incorporated by reference from Annex B of the Prospectus
                    included in Registrant's Registration Statement on Form S-  
                    4, File No. 33-92236).

          4.2       Amended and Restated Certificate of Incorporation of        
                    Registrant (incorporated by reference from Exhibit 3.1 of   
                    Registrant's Registration Statement on Form S-4, File No.   
                    33-38978).

          4.3       Certificate of Amendment to the Amended and Restated        
                    Certificate of Incorporation of Registrant (incorporated by 
                    reference from Annex D of the Prospectus included in        
                    Registrant's Registration Statement on Form S-4, File No.   
                    33-92236).

          4.4       Second Certificate of Amendment to the Amended and Restated
                    Certificate of Incorporation of Registrant (incorporated by
                    reference from Registrant's Form 10-K for the fiscal year   
                    ended January 2, 1996).

          4.5       By-laws of Registrant (incorporated by reference from       
                    Exhibit 3.2 of Registrant's Registration Statement on Form  
                    S-4, File No. 33-38978).

          5.1       Opinion of Fulbright & Jaworski L.L.P.

         23.1       Consent of Deloitte & Touche L.L.P.

         23.2       Consent of Fulbright & Jaworski L.L.P. (included in their
                    opinion filed as Exhibit 5.1).

         24.1       Power of Attorney (included on the signature page of this
                    Registration Statement).

          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; 





                                                                      PAGE 5

<PAGE> 6





                               (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 dates 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;

                               (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) do not apply if the registration statement is
                    on Form S-8, and the information required to be included
                    in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed by the registration
                    pursuant to Section 13 or 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.

                    (b)  The undersigned Registrant hereby undertakes that, for 
                    purposes of determining any liability under the Securities
                    Act of 1933, each filing of Registrant's annual report
                    pursuant to Section 13(a) or 15(d) of the Securities 
                    Exchange Act of 1934 (and, where applicable, each filing
                    of an employee benefit plan's annual report pursuant to 
                    Section 15(d) of the Securities 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.





                                                                      PAGE 6

<PAGE> 7





                    (c)  Insofar as indemnification for liabilities arising
                    under the Securities Act of 1933 may be permitted to
                    directors, officers and controlling persons of Registrant
                    pursuant to the foregoing provisions, or otherwise,
                    Registrant has been advised that in the opinion of the
                    Securities and Exchange Commission such indemnification
                    is against public policy as expressed in the Securities
                    Act of 1933 and is, therefore, unenforceable.  In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by Registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of 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,
                    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 Securities Act of 1933 and
                    will be governed by the final adjudication of such issue.



































                                                                      PAGE 7

<PAGE> 8







                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Lubbock, Texas on this 27th day of August, 1996.

                                                  FURR'S/BISHOP'S, INCORPORATED



                                                    /s/ Kevin E. Lewis
                                                  -----------------------------
                                                  By:   Kevin E. Lewis
                                                  Chairman, President and Chief
                                                  Executive Officer

                               POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby authorizes Kevin E. Lewis, with full power of substitution, to
file one or more amendments, including post-effective amendments, to this
Registration Statement, which amendments may make such changes as Kevin E.
Lewis deems appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints Kevin E. Lewis
acting individually, with full power of substitution, as Attorney-in-Fact and
agent to execute his name and on his behalf any such amendments to this
Registration Statement.  

    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/ Kevin E. Lewis                                    August 27, 1996
- -------------------------
Kevin E. Lewis           Chairman, President and
                         Chief Executive Officer



 /s/ Alton R. Smith                                    August 27, 1996
- -------------------------
Alton R. Smith           Principal Accounting
                         and Financial Officer





                                                                      PAGE 8

<PAGE> 9



 /s/ E.W. Williams, Jr.                                August 30, 1996
- -------------------------
E.W. Williams, Jr.       Director



 /s/ Suzanne Hopgood                                   August 29, 1996
- -------------------------
Suzanne Hopgood          Director



 /s/ Kenneth F. Reimer                                 August 29, 1996
- -------------------------
Kenneth F. Reimer        Director



 /s/ Sanjay Varma                                      August 29, 1996
- -------------------------
Sanjay Varma             Director



 /s/ Russell A. Belinsky                               August 29, 1996
- -------------------------
Russell A. Belinsky      Director































                                                                      PAGE 9

<PAGE> 10




                                 EXHIBIT INDEX

    Exhibit                            Description 

      4.1          1995 Stock Option Plan of Furr's/Bishop's, Incorporated      
                   (incorporated by reference from Annex B of the Prospectus    
                   included in Registrant's Registration Statement on Form      
                   S-4, File No. 33-92236).

      4.2          Amended and Restated Certificate of Incorporation of         
                   Registrant (incorporated by reference from Exhibit 3.1 of    
                   Registrant's Registration Statement on Form S-4, File No.
                   33-38978).

      4.3          Certificate of Amendment to the Amended and Restated         
                   Certificate of Incorporation of Registrant (incorporated by  
                   reference from Annex D of the Prospectus included in
                   Registrant's Registration Statement on Form S-4, File No.    
                   33-92236).

      4.4          Second Certificate of Amendment to the Amended and Restated  
                   Certificate of Incorporation of Registrant (incorporated by  
                   reference from Registrant's Form 10-K for the fiscal year
                   ended January 2, 1996).

      4.5          By-laws of Registrant (incorporated by reference from        
                   Exhibit 3.2 of Registrant's Registration Statement on Form   
                   S-4, File No. 33-38978).

      5.1          Opinion of Fulbright & Jaworski L.L.P.

     23.1          Consent of Deloitte & Touche L.L.P.

     23.2          Consent of Fulbright & Jaworski L.L.P.
                   (included in their opinion filed as Exhibit 5.1).

     24.1          Power of Attorney (included on the signature page of this    
                   Registration Statement).



















                                                                      PAGE 10

<PAGE> 11





EXHIBIT 5.1



                   OPINION OF FULBRIGHT & JAWORSKI L.L.P.


August 30, 1996

Furr's/Bishop's, Incorporated
6901 Quaker Ave
Lubbock, Texas  79413

Ladies and Gentlemen:

     We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Furr's/Bishop's,
Incorporated, a Delaware corporation (the "Company"), relating to 2,702,720
shares of the Company's Common Stock, $0.01 par value (the "Common Stock"), to
be issued under the 1995 Stock Option Plan of Furr's/Bishop's, Incorporated
(the "Plan").

As counsel to the Company, we have examined such corporate records, other
documents and such questions of law as we have deemed necessary or appropriate
for the purposes of this opinion and, upon the basis of such examinations,
advise you that in our opinion all necessary corporate proceedings by the
Company have been duly taken to authorize the issuance of the Common Stock
pursuant to the Plan and the shares of Common Stock being registered pursuant
to the Registration Statement, when issued and paid for in accordance with the
terms of the Plan, will be duly authorized, validly issued, fully paid and non-
assessable.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Satement.  This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.


                                          Very truly yours,

                                          /s/ Fulbright & Jaworski L.L.P.
                                          -------------------------------
                                          Fulbright & Jaworski L.L.P.












                                                                      PAGE 11

<PAGE> 12




EXHIBIT 23.1



                        INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Registration Statement of
Furr's/Bishop's, Incorporated on Form S-8 of our report dated March 28, 1996,
appearing in the Annual Report on Form 10-K of Furr's/Bishop's, Incorporated
for the year ended January 2, 1996.


/s/ Deloitte & Touche L.L.P.
- ----------------------------
Deloitte & Touche L.L.P.
Dallas, Texas

August 28, 1996



































                                                                      PAGE 12
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29185}]
{"company-data": {"conformed-name": "FURRS BISHOPS INC", "cik": "0000872548", "assigned-sic": "5812", "irs-number": "752350724", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11291", "film-number": "96624938"}, "business-address": {"street1": "6901 QUAKER AVE", "city": "LUBBOCK", "state": "TX", "zip": "79413", "phone": "8067927151"}, "mail-address": {"street1": "6901 QUAKER AVE", "city": "LUBBOCK", "state": "TX", "zip": "79413"}}
As filed with the Securities and Exchange Commission on August 30, 1996
                                                Registration No. 333-__________
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         FURR'S/BISHOP'S, INCORPORATED
             (Exact name of registrant as specified in its charter)

               Delaware                         75-2350724
     (State or other jurisdiction    (I.R.S. Employer Identification No.)
  of incorporation or organization)

                              6901 Quaker Avenue,
                              Lubbock, Texas 79413
         (Address, including zip code, of principal executive offices)

             1995 Stock Option Plan of Furr's/Bishop's, Incorporated
                            (Full title of the Plan)

                                 Kevin E. Lewis
                  Chairman, President and Chief Executive Officer
                          FURR'S/BISHOP'S, INCORPORATED
                               6901 Quaker Avenue
                              Lubbock, Texas  79413
                                 (806) 792-7151
(Name, address, including zip code, and telephone number, including area code,  
                              of agent for service)

                                    COPIES TO:
                              Kenneth L. Stewart, Esq.
                            Fulbright & Jaworski L.L.P.
                                 2200 Ross Avenue
                                    Suite 2800
                                Dallas, Texas  75201
                                  (214) 855-8000

                          CALCULATION OF REGISTRATION FEE
===============================================================================
Title of         Amount to be    Proposed Max-   Proposed Max-     Amount of
Securities       Registered (1)  imum Offering   imum Aggregate   Registration
to be                              Price Per        Offering           Fee
Registered                         Share (2)        Price (2)
- -------------------------------------------------------------------------------
Common Stock,      2,702,720         $ 1.00      $ 2,702,720        $ 931.97   
par value $0.01    shares (3)
per share 
===============================================================================
(1) Plus such additional indeterminable number of shares as may be acquired
    pursuant to the 1995 Stock Option Plan of Furr's/Bishop's, Incorporated
    (the "1995 Stock Option Plan") in the event of a stock dividend, stock
    split, recapitalization or other similar change in the Common Stock.
(2) Estimated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
    amended, solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low sales prices for the Common Stock
    of Furr's/Bishop's, Incorporated on August 26, 1996, as reported on the New
    York Stock Exchange, within five business days prior to filing.
(3) Represents the number of shares of Common Stock that may be purchased upon
    exercise of options granted under Registrant's 1995 Stock Option Plan.
2

                             REGISTRATION STATEMENT
                                       ON
                                     FORM S-8

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

                    Incorporated by reference in this Registration Statement    
          are the following documents filed by Furr's/Bishop's, Incorporated    
          ("Registrant") with the Securities and Exchange Commission (the       
          "Commission"):

                    (a)  Registrant's Registration Statement on Form S-1 (File
                No. 333-4576), filed pursuant to the Securities Act of 1933,
                as amended.

                    (b)  Registrant's (i) annual report on Form 10-K for the
                period ended January 2, 1996, (ii) quarterly reports on Form
                10-Q for each of the periods ended on April 2 and July 2, 1996
                and (iii) current report on Form 8-K filed April 12, 1996, each
                filed pursuant to Section 13(a) of the Securities Exchange Act
                of 1934, as amended.

                    (c)  The description of Registrant's Common Stock contained
                in the Registration Statement on Form 8-A filed on November 28,
                1995 as amended by Form 8A/A filed December 5, 1995.

                    All documents subsequently filed by Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 
          1934, as amended (the "Exchange Act"), prior to the filing of a post- 
          effective amendment which indicates that all securities offered have  
          been sold or which deregisters all securities then remaining unsold,  
          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 of this Registration Statement to the extent that a          
          statement contained herein or in any other 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, except as so modified or  
          superseded, to constitute a part of this Registration Statement.

          Item 4.   Description of Securities.

                    Not applicable

          Item 5.   Interests of Named Experts and Counsel.

                    Not applicable

                                                                      PAGE 2
3

          Item 6.   Indemnification of Directors and Officers.

                    Registrant is a Delaware corporation.  Section 102(b)(7) of 
          the General Corporation Law of Delaware enables a Delaware            
          corporation to provide in its certificate of incorporation, and       
          Registrant has so provided in its Amended and Restated Certificate of 
          Incorporation ("Certificate of Incorporation"), for the elimination   
          or limitation of the personal liability of a director to the          
          corporation or its stockholders for monetary damages for breach of    
          fiduciary duty as a director; provided, however, that a director's    
          liability is not eliminated or limited:  (1) for any breach of the    
          director's duty of loyalty to the corporation or its stockholders;    
          (2) for acts or omissions not in good faith or which involve an       
          intentional misconduct or a knowing violation of law; (3) under       
          Section 174 of the General Corporation Law of Delaware (which imposes 
          liability on directors for unlawful payment of dividends or unlawful  
          stock purchases or redemptions); or (4) for any transaction from      
          which the director derived an improper personal benefit.  The         
          Certificate of Incorporation further provides that if the Delaware    
          General Corporation Law is amended to authorize the further           
          elimination or limitation of the liability of directors, then the     
          liability of a director shall be eliminated or limited to the fullest 
          extent permitted by the Delaware General Corporation Law, as amended.

                    Section 145 of the General Corporation Law of Delaware      
          empowers a corporation to indemnify any person who was or is a party  
          or witness or is threatened to be made a party to any threatened,     
          pending or completed action, suit or proceeding, whether civil,       
          criminal, administrative or investigative (other than an action by or 
          in the right of the corporation) by reason of the fact that he or she 
          is or was a director, officer, employee or agent of the corporation   
          or is or was serving at the request of the corporation as a director, 
          officer, employee or agent of another corporation or enterprise.      
          Depending on the character of the proceeding, a corporation may       
          indemnify against expenses (including attorneys' fees), judgments,    
          fines and amounts paid in settlement actually and reasonably incurred 
          in connection with such action, suit or proceeding if the person      
          indemnified acted in good faith and in a manner he or she reasonably  
          believed to be in or not opposed to the best interests of the         
          corporation, and, with respect to any criminal action or proceeding,  
          had no reasonable cause to believe his or her conduct was unlawful.   
          If the person indemnified is not wholly successful in such action,    
          suit or proceeding, but is successful, on the merits or otherwise, in 
          one or more but less than all claims, issues or matters in such       
          proceeding, he or she may be indemnified against expenses actually    
          and reasonably incurred in connection with each successfully resolved 
          claim, issue or matter.  In the case of an action or suit by or in    
          the right of the corporation, no indemnification may be made in       
          respect to any claim, issue or matter as to which such person shall   
          have been adjudged to be liable to the corporation unless and only to 
          the extent that the Court of Chancery or the court in which such      

                                                                      PAGE 3
4

          action or suit was brought shall determine that despite the           
          adjudication of liability such person is fairly and reasonably        
          entitled to indemnity for such expenses which the court shall deem    
          proper.  Section 145 provides that to the extent a director, officer, 
          employee or agent of a corporation has been successful in the defense 
          of any action, suit or proceeding referred to above or in the defense 
          of any claim, issue or manner therein, he or she shall be indemnified 
          against expenses (including attorneys' fees) actually and reasonably  
          incurred by him or her in connection therewith.

                    The By-laws of Registrant provide that, to the fullest      
          extent permitted by the General Corporation Law of the State of       
          Delaware, Registrant shall indemnify any person who was or is a party 
          or is threatened to be made a party to any action, suit or proceeding 
          of the type described above by reason of the fact that he or she is   
          or was a director or officer of Registrant or is or was serving at    
          the request of Registrant as a director, officer, employee or agent   
          of another corporation, partnership, joint venture, trust or other    
          enterprise.  No expenses will be paid in advance except, as           
          authorized by the Board of Directors, to a director or office for     
          expenses incurred while acting in his or her capacity as a director   
          or officer, who has delivered an undertaking to the corporation to    
          repay all amounts advanced if it should be later determined that such 
          director or officer was not entitled to indemnification.  The By-laws 
          further provide that the above rights of indemnification are not      
          exclusive of any other rights of indemnification that a director or   
          officer may be entitled to from any other source.

                    Each current director has entered into an Indemnification   
          Agreement dated as of January 2, 1996 by and between Registrant and   
          such director pursuant to which Registrant will indemnify such        
          director and hold such director harmless from any and all losses,     
          expenses and fines to the fullest extent authorized, permitted or not 
          prohibited (i) by the Delaware General Corporation Law or any other   
          applicable law (including judicial, regulatory or administrative      
          interpretations or readings thereof), the Certificate of              
          Incorporation or By-laws as in effect on the date of execution of the 
          agreement or other statutory provision authorizing such               
          indemnification that is adopted after January 2, 1996.  In the event  
          that after the date of the agreements Registrant provides any greater 
          right of indemnification, in any respect, to any other person serving 
          as an officer or director of Registrant, then such greater right of   
          indemnification shall inure to the benefit of the respective director 
          and shall be deemed to be incorporated in the relevant agreement as a 
          basis for indemnity, at each director's election, together with the   
          indemnity expressly set forth therein.

                    Registrant has purchased a directors and officers insurance 
          policy under which each director and certain officers of Registrant   
          are insured against certain liabilities.

                                                                      PAGE 4
5

          Item 7.   Exemption from Registration Claimed.

                    Not applicable.

          Item 8.   Exhibits.

       Exhibit No.  Description
       -----------  -----------

          4.1       1995 Stock Option Plan of Furr's/Bishop's, Incorporated
                    (incorporated by reference from Annex B of the Prospectus
                    included in Registrant's Registration Statement on Form S-  
                    4, File No. 33-92236).

          4.2       Amended and Restated Certificate of Incorporation of        
                    Registrant (incorporated by reference from Exhibit 3.1 of   
                    Registrant's Registration Statement on Form S-4, File No.   
                    33-38978).

          4.3       Certificate of Amendment to the Amended and Restated        
                    Certificate of Incorporation of Registrant (incorporated by 
                    reference from Annex D of the Prospectus included in        
                    Registrant's Registration Statement on Form S-4, File No.   
                    33-92236).

          4.4       Second Certificate of Amendment to the Amended and Restated
                    Certificate of Incorporation of Registrant (incorporated by
                    reference from Registrant's Form 10-K for the fiscal year   
                    ended January 2, 1996).

          4.5       By-laws of Registrant (incorporated by reference from       
                    Exhibit 3.2 of Registrant's Registration Statement on Form  
                    S-4, File No. 33-38978).

          5.1       Opinion of Fulbright & Jaworski L.L.P.

         23.1       Consent of Deloitte & Touche L.L.P.

         23.2       Consent of Fulbright & Jaworski L.L.P. (included in their
                    opinion filed as Exhibit 5.1).

         24.1       Power of Attorney (included on the signature page of this
                    Registration Statement).

          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; 

                                                                      PAGE 5
6

                               (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 dates 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;

                               (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) do not apply if the registration statement is
                    on Form S-8, and the information required to be included
                    in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed by the registration
                    pursuant to Section 13 or 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.

                    (b)  The undersigned Registrant hereby undertakes that, for 
                    purposes of determining any liability under the Securities
                    Act of 1933, each filing of Registrant's annual report
                    pursuant to Section 13(a) or 15(d) of the Securities 
                    Exchange Act of 1934 (and, where applicable, each filing
                    of an employee benefit plan's annual report pursuant to 
                    Section 15(d) of the Securities 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.

                                                                      PAGE 6
7

                    (c)  Insofar as indemnification for liabilities arising
                    under the Securities Act of 1933 may be permitted to
                    directors, officers and controlling persons of Registrant
                    pursuant to the foregoing provisions, or otherwise,
                    Registrant has been advised that in the opinion of the
                    Securities and Exchange Commission such indemnification
                    is against public policy as expressed in the Securities
                    Act of 1933 and is, therefore, unenforceable.  In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by Registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of 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,
                    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 Securities Act of 1933 and
                    will be governed by the final adjudication of such issue.

                                                                      PAGE 7
8

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Lubbock, Texas on this 27th day of August, 1996.

                                                  FURR'S/BISHOP'S, INCORPORATED

                                                    /s/ Kevin E. Lewis
                                                  -----------------------------
                                                  By:   Kevin E. Lewis
                                                  Chairman, President and Chief
                                                  Executive Officer

                               POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby authorizes Kevin E. Lewis, with full power of substitution, to
file one or more amendments, including post-effective amendments, to this
Registration Statement, which amendments may make such changes as Kevin E.
Lewis deems appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints Kevin E. Lewis
acting individually, with full power of substitution, as Attorney-in-Fact and
agent to execute his name and on his behalf any such amendments to this
Registration Statement.  

    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/ Kevin E. Lewis                                    August 27, 1996
- -------------------------
Kevin E. Lewis           Chairman, President and
                         Chief Executive Officer

 /s/ Alton R. Smith                                    August 27, 1996
- -------------------------
Alton R. Smith           Principal Accounting
                         and Financial Officer

                                                                      PAGE 8
9

 /s/ E.W. Williams, Jr.                                August 30, 1996
- -------------------------
E.W. Williams, Jr.       Director

 /s/ Suzanne Hopgood                                   August 29, 1996
- -------------------------
Suzanne Hopgood          Director

 /s/ Kenneth F. Reimer                                 August 29, 1996
- -------------------------
Kenneth F. Reimer        Director

 /s/ Sanjay Varma                                      August 29, 1996
- -------------------------
Sanjay Varma             Director

 /s/ Russell A. Belinsky                               August 29, 1996
- -------------------------
Russell A. Belinsky      Director

                                                                      PAGE 9
10

                                 EXHIBIT INDEX

    Exhibit                            Description 

      4.1          1995 Stock Option Plan of Furr's/Bishop's, Incorporated      
                   (incorporated by reference from Annex B of the Prospectus    
                   included in Registrant's Registration Statement on Form      
                   S-4, File No. 33-92236).

      4.2          Amended and Restated Certificate of Incorporation of         
                   Registrant (incorporated by reference from Exhibit 3.1 of    
                   Registrant's Registration Statement on Form S-4, File No.
                   33-38978).

      4.3          Certificate of Amendment to the Amended and Restated         
                   Certificate of Incorporation of Registrant (incorporated by  
                   reference from Annex D of the Prospectus included in
                   Registrant's Registration Statement on Form S-4, File No.    
                   33-92236).

      4.4          Second Certificate of Amendment to the Amended and Restated  
                   Certificate of Incorporation of Registrant (incorporated by  
                   reference from Registrant's Form 10-K for the fiscal year
                   ended January 2, 1996).

      4.5          By-laws of Registrant (incorporated by reference from        
                   Exhibit 3.2 of Registrant's Registration Statement on Form   
                   S-4, File No. 33-38978).

      5.1          Opinion of Fulbright & Jaworski L.L.P.

     23.1          Consent of Deloitte & Touche L.L.P.

     23.2          Consent of Fulbright & Jaworski L.L.P.
                   (included in their opinion filed as Exhibit 5.1).

     24.1          Power of Attorney (included on the signature page of this    
                   Registration Statement).

                                                                      PAGE 10
11

EXHIBIT 5.1

                   OPINION OF FULBRIGHT & JAWORSKI L.L.P.

August 30, 1996

Furr's/Bishop's, Incorporated
6901 Quaker Ave
Lubbock, Texas  79413

Ladies and Gentlemen:

     We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Furr's/Bishop's,
Incorporated, a Delaware corporation (the "Company"), relating to 2,702,720
shares of the Company's Common Stock, $0.01 par value (the "Common Stock"), to
be issued under the 1995 Stock Option Plan of Furr's/Bishop's, Incorporated
(the "Plan").

As counsel to the Company, we have examined such corporate records, other
documents and such questions of law as we have deemed necessary or appropriate
for the purposes of this opinion and, upon the basis of such examinations,
advise you that in our opinion all necessary corporate proceedings by the
Company have been duly taken to authorize the issuance of the Common Stock
pursuant to the Plan and the shares of Common Stock being registered pursuant
to the Registration Statement, when issued and paid for in accordance with the
terms of the Plan, will be duly authorized, validly issued, fully paid and non-
assessable.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Satement.  This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.

                                          Very truly yours,

                                          /s/ Fulbright & Jaworski L.L.P.
                                          -------------------------------
                                          Fulbright & Jaworski L.L.P.

                                                                      PAGE 11
12

EXHIBIT 23.1

                        INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Furr's/Bishop's, Incorporated on Form S-8 of our report dated March 28, 1996,
appearing in the Annual Report on Form 10-K of Furr's/Bishop's, Incorporated
for the year ended January 2, 1996.

/s/ Deloitte & Touche L.L.P.
- ----------------------------
Deloitte & Touche L.L.P.
Dallas, Texas

August 28, 1996

                                                                      PAGE 12