As filed with the Securities and Exchange Commission on
September 25, 1996
                               Registration No. 333-________
                                                             
                                                             
                                                             
                    

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

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

                   HOUSE OF FABRICS, INC.
   (Exact name of registrant as specified in its charter)
                     ___________________

    Delaware                               95-3426136
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

    13400 Riverside Drive, Sherman Oaks, California 91423
          (Address of principal executive offices)

    HOUSE OF FABRICS 1996 NON-QUALIFIED STOCK OPTION PLAN
                  (Full title of the plan)

                       ______________

                  MARVIN S. MALTZMAN, ESQ.
                   HOUSE OF FABRICS, INC.
                    13400 Riverside Drive
               Sherman Oaks, California 91423
           (Name and address of agent for service)
                     ___________________

Telephone number, including area code, of agent for service: 
(818) 385-2303 
                     ___________________

                          Copy to:
                  Richard A. Boehmer, Esq.
                    O'Melveny & Myers LLP
              400 South Hope Street, Suite 1500
               Los Angeles, California  90071

<TABLE>
<CAPTION>
              CALCULATION  OF REGISTRATION  FEE
                                                             
                                                             
- --------------------------------------------------------------------------

<S>                  <C>         <C>         <C>              <C>
                                 Proposed    Proposed
                                 maximum     maximum
Title of             Amount      offering    aggregate       Amount of
securities           to be       price       offering        registration
to be registered     registered  per unit    price           fee
- --------------------------------------------------------------------------
Common Stock,        583,500(1)  $3.75(2)    $2,188,125(2)   $754.53(2) 
par value            shares


(1)   This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, options
      and other rights to purchase or acquire the shares of
      Common Stock covered by the Prospectus and, pursuant to
      Rule 416, an additional indeterminate number of shares
      which by reason of certain events specified in the Plan
      may become subject to the Plan.

(2)   Pursuant to Rule 457(h), the maximum offering price, per
      share and in the aggregate, and the registration fee were
      calculated based upon the average of the bid and asked
      prices of the Common Stock on September 20, 1996 as
      reported for NASDAQ National Market and published in the
      Western Edition of The Wall Street Journal.

</TABLE>


<PAGE>

                           PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS


       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified
by Securities and Exchange Commission Rule 428(b)(1).  Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. 
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.


<PAGE>

                           PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of House of Fabrics, Inc. (the
"Company") filed with the Securities and Exchange Commission
are incorporated herein by reference: 

  (a)  The Company's Annual Report on Form 10-K for the year
       ended January 31, 1996;

  (b)  The Company's Quarterly Reports on Form 10-Q for the
       periods ended April 30, 1996 and July 31, 1996; and

  (c)  The Company's Current Report on Form 8-K, event date
       July 10, 1996.

All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, 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 are deemed to be incorporated
by reference into the prospectus and to be a part hereof from
the date of filing of such documents.  Any statement contained
herein or in a document, all or a portion of which is
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 such
statement so modified or superseded shall not be deemed,
except as so modified or amended, 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. 


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Delaware law provides for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the Securities Act of 1933.  Pursuant to Section 145 of the
Delaware General Corporation Law, a corporation may indemnify
an officer or director if that person acted in good faith and
in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to
criminal actions or proceedings, had no reason to believe the
conduct was unlawful.

       The Company has adopted provisions in its Certificate
of Incorporation which limit the liability of its directors
and officers to the fullest extent permitted by Delaware law. 
The Company will indemnify its directors and officers for
certain claims against them arising out of their duties as
directors or officers of the Company.  The Company may also
advance expenses (including attorneys' fees) to its directors
and officers relating to such claims.  The Company has
purchased and maintains insurance covering any liabilities
asserted against and incurred by its directors and officers
acting in such capacities, whether or not the Company would
have the power or obligation to indemnify such directors or
officers under its Certificate of Incorporation.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 


ITEM 8.     EXHIBITS

       See the attached Exhibit Index.


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:

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

                (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; 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) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") that are incorporated by
reference in the Registration Statement;

            (2) That, for the purpose of determining any
liability under the Securities Act, 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; and

            (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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.

       (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
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 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 Securities 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 of Los Angeles, State of California,
on this 23rd day of September, 1996.

                          HOUSE OF FABRICS, INC.


                          By:  __Gary L. Larkins__
                               Gary L. Larkins
                               President and Chief Executive
                               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


__Gary L. Larkins__         Director, President and       September 23, 1996
Gary L. Larkins             Chief Executive Officer 
                            (Principal Executive Officer)



__John Labbett__            Director and Chief            September 23, 1996
John Labbett                Financial Officer
                            (Principal Financial
                            Officer) 



__Gregory Lewis__           Controller (Principal         September 23, 1996
Gregory Lewis               Accounting Officer)



__R. N. Hankin__            Director                      September 23, 1996
R. N. Hankin



__H. Michael Hecht__        Director                      September 23, 1996
H. Michael Hecht


<PAGE>



__Mitchell G. Lynn___       Director                      September 23, 1996
Mitchell G. Lynn


__Carl G. Gregory, III__    Director                      September 23, 1996
Carl G. Gregory, III


__Alison L. May__           Director                      September 23, 1996
Alison L. May

<PAGE>

                        EXHIBIT INDEX




Exhibit
Number            Description         
- -------           -----------

4             House of Fabrics 1996 Non-Qualified Stock Option Plan

5             Opinion of Marvin S. Maltzman

23.1          Consent of Independent Public Accountants

23.2          Consent of Counsel (included in Exhibit 5)

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13633}]
{"company-data": {"conformed-name": "HOUSE OF FABRICS INC/DE/", "cik": "0000315125", "assigned-sic": "5940", "irs-number": "953426136", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12659", "film-number": "96634388"}, "business-address": {"street1": "13400 RIVERSIDE DR", "city": "SHERMAN OAKS", "state": "CA", "zip": "91423", "phone": "8189957000"}, "mail-address": {"street1": "PO BOX 9110", "city": "VAN NUYS", "state": "CA", "zip": "91409-9110"}}
As filed with the Securities and Exchange Commission on
September 25, 1996
                               Registration No. 333-________
                                                             
                                                             
                                                             
                    

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

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

                   HOUSE OF FABRICS, INC.
   (Exact name of registrant as specified in its charter)
                     ___________________

    Delaware                               95-3426136
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

    13400 Riverside Drive, Sherman Oaks, California 91423
          (Address of principal executive offices)

    HOUSE OF FABRICS 1996 NON-QUALIFIED STOCK OPTION PLAN
                  (Full title of the plan)

                       ______________

                  MARVIN S. MALTZMAN, ESQ.
                   HOUSE OF FABRICS, INC.
                    13400 Riverside Drive
               Sherman Oaks, California 91423
           (Name and address of agent for service)
                     ___________________

Telephone number, including area code, of agent for service: 
(818) 385-2303 
                     ___________________

                          Copy to:
                  Richard A. Boehmer, Esq.
                    O'Melveny & Myers LLP
              400 South Hope Street, Suite 1500
               Los Angeles, California  90071
CALCULATION  OF REGISTRATION  FEE
                                                             
                                                             
- --------------------------------------------------------------------------
Proposed    Proposed
                                 maximum     maximum
Title of             Amount      offering    aggregate       Amount of
securities           to be       price       offering        registration
to be registered     registered  per unit    price           fee
- --------------------------------------------------------------------------
Common Stock,        583,500(1)  $3.75(2)    $2,188,125(2)   $754.53(2) 
par value            shares

(1)   This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, options
      and other rights to purchase or acquire the shares of
      Common Stock covered by the Prospectus and, pursuant to
      Rule 416, an additional indeterminate number of shares
      which by reason of certain events specified in the Plan
      may become subject to the Plan.

(2)   Pursuant to Rule 457(h), the maximum offering price, per
      share and in the aggregate, and the registration fee were
      calculated based upon the average of the bid and asked
      prices of the Common Stock on September 20, 1996 as
      reported for NASDAQ National Market and published in the
      Western Edition of The Wall Street Journal.
PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS

       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified
by Securities and Exchange Commission Rule 428(b)(1).  Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. 
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of House of Fabrics, Inc. (the
"Company") filed with the Securities and Exchange Commission
are incorporated herein by reference: 

  (a)  The Company's Annual Report on Form 10-K for the year
       ended January 31, 1996;

  (b)  The Company's Quarterly Reports on Form 10-Q for the
       periods ended April 30, 1996 and July 31, 1996; and

  (c)  The Company's Current Report on Form 8-K, event date
       July 10, 1996.

All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, 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 are deemed to be incorporated
by reference into the prospectus and to be a part hereof from
the date of filing of such documents.  Any statement contained
herein or in a document, all or a portion of which is
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 such
statement so modified or superseded shall not be deemed,
except as so modified or amended, 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. 

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Delaware law provides for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the Securities Act of 1933.  Pursuant to Section 145 of the
Delaware General Corporation Law, a corporation may indemnify
an officer or director if that person acted in good faith and
in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to
criminal actions or proceedings, had no reason to believe the
conduct was unlawful.

       The Company has adopted provisions in its Certificate
of Incorporation which limit the liability of its directors
and officers to the fullest extent permitted by Delaware law. 
The Company will indemnify its directors and officers for
certain claims against them arising out of their duties as
directors or officers of the Company.  The Company may also
advance expenses (including attorneys' fees) to its directors
and officers relating to such claims.  The Company has
purchased and maintains insurance covering any liabilities
asserted against and incurred by its directors and officers
acting in such capacities, whether or not the Company would
have the power or obligation to indemnify such directors or
officers under its Certificate of Incorporation.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 

ITEM 8.     EXHIBITS

       See the attached Exhibit Index.

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:

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

                (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; 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) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") that are incorporated by
reference in the Registration Statement;

            (2) That, for the purpose of determining any
liability under the Securities Act, 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; and

            (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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.

       (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
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 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 Securities Act and will be governed by the final
adjudication of such issue.
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 Los Angeles, State of California,
on this 23rd day of September, 1996.

                          HOUSE OF FABRICS, INC.

                          By:  __Gary L. Larkins__
                               Gary L. Larkins
                               President and Chief Executive
                               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

__Gary L. Larkins__         Director, President and       September 23, 1996
Gary L. Larkins             Chief Executive Officer 
                            (Principal Executive Officer)

__John Labbett__            Director and Chief            September 23, 1996
John Labbett                Financial Officer
                            (Principal Financial
                            Officer) 

__Gregory Lewis__           Controller (Principal         September 23, 1996
Gregory Lewis               Accounting Officer)

__R. N. Hankin__            Director                      September 23, 1996
R. N. Hankin

__H. Michael Hecht__        Director                      September 23, 1996
H. Michael Hecht
__Mitchell G. Lynn___       Director                      September 23, 1996
Mitchell G. Lynn

__Carl G. Gregory, III__    Director                      September 23, 1996
Carl G. Gregory, III

__Alison L. May__           Director                      September 23, 1996
Alison L. May
EXHIBIT INDEX

Exhibit
Number            Description         
- -------           -----------

4             House of Fabrics 1996 Non-Qualified Stock Option Plan

5             Opinion of Marvin S. Maltzman

23.1          Consent of Independent Public Accountants

23.2          Consent of Counsel (included in Exhibit 5)