As filed with the Securities and Exchange Commission on November 1, 1995
                                                                                
                                                     Registration No. 33-______
                                                             
                                                             
    
                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549
                                    _____________________
        
                                          Form S-8
                                   REGISTRATION STATEMENT
                                            UNDER
                                 THE SECURITIES ACT OF 1933
                                    _____________________

                                   THREE D DEPARTMENTS, INC.
                  (Exact name of registrant as specified in its charter)
 
              Delaware                                        06-0733200
    (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                       Identification No.)

                                     3200 Bristol Street
                              Costa Mesa, California  92626-1808
                           (Address of principal executive offices)

                                   THREE D DEPARTMENTS, INC.
                                  INCENTIVE STOCK OPTION PLAN
                                    (Full title of the plan)

                                        Donald L. Abrams
                              President and Chief Operating Officer
                                    Three D Departments, Inc.     
                                         3200 Bristol Street
                                 Costa Mesa, California  92626-1808
                               (Name and address of agent for service)

                                           (714) 662-0818
                              (Telephone number, including area code,
                                      of agent for service)
                                         ____________________

                                   CALCULATION OF REGISTRATION FEE


                                                    Proposed
                                       Proposed     maximum
                        Amount         maximum      aggregate     Amount of
Title of securities      to be      offering price  offering    registration
to be registered     registered(1)   per share(2)  price(2)(3)     fee(4)

Class A Common      300,000 Class A    $2 3/16     $1,406,250      $485
 Stock $.25 par 
 value
Class B Common      300,000 Class B    $2 1/2   
 Stock $.25 par
 value

(1)  This Registration Statement covers, in addition to the number of
     Class A and Class B Common Stock (collectively, the "Common
     Stock") stated above, options to purchase the shares of
     Common Stock covered by the Prospectus and, pursuant to Rule
     416 of the Securities Act of 1933, as amended, 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 high and low prices of the Common Stock on 
     October 30, 1995, reported by the American Stock Exchange and
     published in the Western Edition of the Wall Street
     Journal.
(3)  Based on the aggregate of $656,250 for the Class A Common Stock 
     and $750,000 for the Class B Common Stock.
(4)  Based on the aggregate of $226 for the Class A Common Stock and 
     $259 for the Class B Common Stock.

                        The Exhibit Index is located on page 8.
<PAGE>
                                       PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


* 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 Rule 428(b)(1) of the 
  Securities Act of 1933, as amended (the "Securities Act").  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
  of the Securities Act.  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.


<PAGE>
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)  Annual Report on Form 10-K for the Company's
    fiscal year ended July 29, 1995; and

         (b)  The description of the Company's Common Stock
    contained in the Company's registration statement filed
    under Section 12 of the Securities Exchange Act of 1934,
    as amended (the "Exchange Act"), and any amendment or
    report filed for the purpose of updating such
    description.

         In addition, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 into
the prospectus and to be a part hereof from the date of filing
such documents.  Any statement contained herein or in a
document, all or any 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.

          The Company's Class A Common Stock, $.25 par value
per share, and the Company's Class B Common Stock, $.25 par
value per share, is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation
eliminates personal liability of directors to the Company or
its shareholders for monetary damages for breach of fiduciary
duty as a director, except for:  (i) any breach of the duty of
loyalty to the Company or its shareholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or knowing violations of law; (iii) liability under
Section 174 of the Delaware General Corporation Law relating
to certain unlawful dividends and stock repurchases; or
(iv) any transaction from which the director derived an
improper personal benefit.



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See attached Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

              (1)   To file, during any period in which
         offers or sales are being made of the securities
         registered hereby, a post-effective amendment to
         this Registration Statement:  

                    (i)  To include any prospectus required
                          by Section 10(a)(3) of 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 this Registration Statement;
                          and

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

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) above 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 Exchange Act that
            are incorporated by reference in this 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.  

            (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 further
             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 the 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 foregoing provisions, 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 Act and will be governed by
             the final adjudication of such issue.  
<PAGE>
                                                                         
SIGNATURES

             Pursuant to the requirements of the Securities Act,
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 Costa Mesa, State of California, on
the 1st day of November, 1995.

                                THREE D DEPARTMENTS, INC.


                                By:       /s/ Donald L. Abrams           
           
                                     Donald L. Abrams
                                     President and Chief Operating
                                        Officer
                                                                         
                       POWER OF ATTORNEY

         Each person whose signature appears below hereby
authorizes and appoints Donald L. Abrams and David Kotkin his
true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign and to file with the Securities and
Exchange Commission any and all amendments, including post-
effective amendments, to this Registration Statement and other
documents in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

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


                                                                           
           Signature                  Title                   Date

/s/ Bernard Abrams       Chairman of the Board and      November 1, 1995
____________________     Chief Executive Officer        
Bernard Abrams           Principal Executive Officer)

/s/ Donald L. Abrams     President, Chief Operating     November 1, 1995
____________________     Officer and Director
Donald L. Abrams         

/s/ Frank Kane           Vice President-Finance and     November 1, 1995
____________________     Treasurer (Principal 
Frank Kane               Financial and Accounting
                         Officer)

/s/ John B. Abrahms      Senior Vice President,         November 1, 1995
____________________     Assistant Treasurer and
John B. Abrams           Director
                         
/s/ David Kotkin         Secretary and Director         November 1, 1995
____________________     
David Kotkin             
                         
                         Director                       November 1, 1995
____________________     
Gerson K. Bernstein      
                         
/s/ Bernard Joseph White Director                       November 1, 1995
____________________     
Bernard Joseph White
           
                         Director                       November 1, 1995
____________________     
Abe Markowicz            

/s/ Henry W. Nozko, Jr.  Director                       November 1, 1995
____________________     
Henry W. Nozko, Jr.

<PAGE>
                             INDEX TO EXHIBITS


                                                              Sequential
Exhibit                                                       Page
Number                       Description of Document          Number

  5            Opinion of O'Melveny & Myers                     9

 10.1          Three D Departments, Inc. Incentive Stock        *
               Option Plan, filed as Exhibit A to the
               Company's Proxy Statement to
               Stockholders, filed with the Securities
               and Exchange Commission and incorporated
               herein by this reference

 23.1          Consent of Counsel (contained in its             9
               opinion filed as Exhibit 5)

 23.2          Consent of Price Waterhouse LLP                 10

 24            Power of Attorney (included in this              6
               Registration Statement under "Signatures")


* Previously filed


                                   November
                                      1st
                                    1 9 9 5



                                                                                
                                                                 864,603-999
Three D Departments, Inc.
3200 Bristol Street
Costa Mesa, California 92626-1808

      Re:  Registration Statement on Form S-8

Gentlemen:

           We are rendering this opinion to you in connection
with a Registration Statement on Form S-8 (the "Registration
Statement") covering the registration with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, of 150,000 shares of Class A Common Stock, $0.25
par value, and 150,000 shares of Class B Common Stock, $0.25
par value (collectively, the "Shares"), of Three D
Departments, Inc., a Delaware corporation (the "Company"),
issuable upon the exercise of awards granted or to be
granted under the Company's Incentive Stock Option Plan (the
"Plan").  We are familiar with the proceedings heretofore
taken by you in connection with the authorization and
issuance of the Shares.

         In connection with this opinion, we have examined
such documents and have reviewed such matters of fact and
questions of law as we have considered necessary for
purposes hereof.  On the basis of such examination and
review and, subject to proceedings being duly taken and
completed by you as now contemplated by us as your counsel
prior to the issuance of the Shares, we are of the opinion
that the Shares to be issued under the Plan will, when
issued and sold in accordance with the terms of the Plan, be
duly authorized, validly issued, fully paid and non-
assessable shares of Common Stock of the Company.

         We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.

                                  Respectfully submitted,

                                  /s/ O'Melveny & Myers  
                                  O'Melveny & Myers                             
                  
<PAGE>

                    CONSENT OF INDEPENDENT AUDITORS


         We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of or report
dated October 13, 1995, which appears on page 14 of the 1995
Annual Report to Shareholders of Three D Departments
Incorporated, which is incorporated by reference in Three D
Departments Incorporated's Annual Report on Form 10-K for
the year ended July 29, 1995.




/s/ Price Waterhouse, LLP

Price Waterhouse, LLP

Los Angeles, California
November 1, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19471}]
{"company-data": {"conformed-name": "THREE D DEPARTMENTS INC", "cik": "0000034169", "assigned-sic": "5700", "irs-number": "060733200", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63897", "film-number": "95586579"}, "business-address": {"street1": "3200 BRISTOL ST", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7146620818"}, "mail-address": {"street1": "3200 BRISTOL STREET", "city": "COSTA MESA", "state": "CA", "zip": "92626"}, "former-company": [{"former-conformed-name": "FABRICS NATIONAL INC", "date-changed": "19760817"}, {"former-conformed-name": "ABRAMS BERNARD ASSOCIATES INC", "date-changed": "19681108"}]}
As filed with the Securities and Exchange Commission on November 1, 1995
                                                                                
                                                     Registration No. 33-______
                                                             
                                                             
    
                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549
                                    _____________________
        
                                          Form S-8
                                   REGISTRATION STATEMENT
                                            UNDER
                                 THE SECURITIES ACT OF 1933
                                    _____________________

                                   THREE D DEPARTMENTS, INC.
                  (Exact name of registrant as specified in its charter)
 
              Delaware                                        06-0733200
    (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                       Identification No.)

                                     3200 Bristol Street
                              Costa Mesa, California  92626-1808
                           (Address of principal executive offices)

                                   THREE D DEPARTMENTS, INC.
                                  INCENTIVE STOCK OPTION PLAN
                                    (Full title of the plan)

                                        Donald L. Abrams
                              President and Chief Operating Officer
                                    Three D Departments, Inc.     
                                         3200 Bristol Street
                                 Costa Mesa, California  92626-1808
                               (Name and address of agent for service)

                                           (714) 662-0818
                              (Telephone number, including area code,
                                      of agent for service)
                                         ____________________

                                   CALCULATION OF REGISTRATION FEE

                                                    Proposed
                                       Proposed     maximum
                        Amount         maximum      aggregate     Amount of
Title of securities      to be      offering price  offering    registration
to be registered     registered(1)   per share(2)  price(2)(3)     fee(4)

Class A Common      300,000 Class A    $2 3/16     $1,406,250      $485
 Stock $.25 par 
 value
Class B Common      300,000 Class B    $2 1/2   
 Stock $.25 par
 value

(1)  This Registration Statement covers, in addition to the number of
     Class A and Class B Common Stock (collectively, the "Common
     Stock") stated above, options to purchase the shares of
     Common Stock covered by the Prospectus and, pursuant to Rule
     416 of the Securities Act of 1933, as amended, 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 high and low prices of the Common Stock on 
     October 30, 1995, reported by the American Stock Exchange and
     published in the Western Edition of the Wall Street
     Journal.
(3)  Based on the aggregate of $656,250 for the Class A Common Stock 
     and $750,000 for the Class B Common Stock.
(4)  Based on the aggregate of $226 for the Class A Common Stock and 
     $259 for the Class B Common Stock.

                        The Exhibit Index is located on page 8.
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* 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 Rule 428(b)(1) of the 
  Securities Act of 1933, as amended (the "Securities Act").  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
  of the Securities Act.  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.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)  Annual Report on Form 10-K for the Company's
    fiscal year ended July 29, 1995; and

         (b)  The description of the Company's Common Stock
    contained in the Company's registration statement filed
    under Section 12 of the Securities Exchange Act of 1934,
    as amended (the "Exchange Act"), and any amendment or
    report filed for the purpose of updating such
    description.

         In addition, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 into
the prospectus and to be a part hereof from the date of filing
such documents.  Any statement contained herein or in a
document, all or any 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.

          The Company's Class A Common Stock, $.25 par value
per share, and the Company's Class B Common Stock, $.25 par
value per share, is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation
eliminates personal liability of directors to the Company or
its shareholders for monetary damages for breach of fiduciary
duty as a director, except for:  (i) any breach of the duty of
loyalty to the Company or its shareholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or knowing violations of law; (iii) liability under
Section 174 of the Delaware General Corporation Law relating
to certain unlawful dividends and stock repurchases; or
(iv) any transaction from which the director derived an
improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See attached Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

              (1)   To file, during any period in which
         offers or sales are being made of the securities
         registered hereby, a post-effective amendment to
         this Registration Statement:  

                    (i)  To include any prospectus required
                          by Section 10(a)(3) of 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 this Registration Statement;
                          and

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

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) above 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 Exchange Act that
            are incorporated by reference in this 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.  

            (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 further
             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 the 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 foregoing provisions, 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 Act and will be governed by
             the final adjudication of such issue.
SIGNATURES

             Pursuant to the requirements of the Securities Act,
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 Costa Mesa, State of California, on
the 1st day of November, 1995.

                                THREE D DEPARTMENTS, INC.

                                By:       /s/ Donald L. Abrams           
           
                                     Donald L. Abrams
                                     President and Chief Operating
                                        Officer
                                                                         
                       POWER OF ATTORNEY

         Each person whose signature appears below hereby
authorizes and appoints Donald L. Abrams and David Kotkin his
true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign and to file with the Securities and
Exchange Commission any and all amendments, including post-
effective amendments, to this Registration Statement and other
documents in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

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

                                                                           
           Signature                  Title                   Date

/s/ Bernard Abrams       Chairman of the Board and      November 1, 1995
____________________     Chief Executive Officer        
Bernard Abrams           Principal Executive Officer)

/s/ Donald L. Abrams     President, Chief Operating     November 1, 1995
____________________     Officer and Director
Donald L. Abrams         

/s/ Frank Kane           Vice President-Finance and     November 1, 1995
____________________     Treasurer (Principal 
Frank Kane               Financial and Accounting
                         Officer)

/s/ John B. Abrahms      Senior Vice President,         November 1, 1995
____________________     Assistant Treasurer and
John B. Abrams           Director
                         
/s/ David Kotkin         Secretary and Director         November 1, 1995
____________________     
David Kotkin             
                         
                         Director                       November 1, 1995
____________________     
Gerson K. Bernstein      
                         
/s/ Bernard Joseph White Director                       November 1, 1995
____________________     
Bernard Joseph White
           
                         Director                       November 1, 1995
____________________     
Abe Markowicz            

/s/ Henry W. Nozko, Jr.  Director                       November 1, 1995
____________________     
Henry W. Nozko, Jr.
INDEX TO EXHIBITS

                                                              Sequential
Exhibit                                                       Page
Number                       Description of Document          Number

  5            Opinion of O'Melveny & Myers                     9

 10.1          Three D Departments, Inc. Incentive Stock        *
               Option Plan, filed as Exhibit A to the
               Company's Proxy Statement to
               Stockholders, filed with the Securities
               and Exchange Commission and incorporated
               herein by this reference

 23.1          Consent of Counsel (contained in its             9
               opinion filed as Exhibit 5)

 23.2          Consent of Price Waterhouse LLP                 10

 24            Power of Attorney (included in this              6
               Registration Statement under "Signatures")

* Previously filed

                                   November
                                      1st
                                    1 9 9 5

                                                                                
                                                                 864,603-999
Three D Departments, Inc.
3200 Bristol Street
Costa Mesa, California 92626-1808

      Re:  Registration Statement on Form S-8

Gentlemen:

           We are rendering this opinion to you in connection
with a Registration Statement on Form S-8 (the "Registration
Statement") covering the registration with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, of 150,000 shares of Class A Common Stock, $0.25
par value, and 150,000 shares of Class B Common Stock, $0.25
par value (collectively, the "Shares"), of Three D
Departments, Inc., a Delaware corporation (the "Company"),
issuable upon the exercise of awards granted or to be
granted under the Company's Incentive Stock Option Plan (the
"Plan").  We are familiar with the proceedings heretofore
taken by you in connection with the authorization and
issuance of the Shares.

         In connection with this opinion, we have examined
such documents and have reviewed such matters of fact and
questions of law as we have considered necessary for
purposes hereof.  On the basis of such examination and
review and, subject to proceedings being duly taken and
completed by you as now contemplated by us as your counsel
prior to the issuance of the Shares, we are of the opinion
that the Shares to be issued under the Plan will, when
issued and sold in accordance with the terms of the Plan, be
duly authorized, validly issued, fully paid and non-
assessable shares of Common Stock of the Company.

         We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.

                                  Respectfully submitted,

                                  /s/ O'Melveny & Myers  
                                  O'Melveny & Myers
CONSENT OF INDEPENDENT AUDITORS

         We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of or report
dated October 13, 1995, which appears on page 14 of the 1995
Annual Report to Shareholders of Three D Departments
Incorporated, which is incorporated by reference in Three D
Departments Incorporated's Annual Report on Form 10-K for
the year ended July 29, 1995.

/s/ Price Waterhouse, LLP

Price Waterhouse, LLP

Los Angeles, California
November 1, 1995