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
          NON-EMPLOYEE DIRECTORS' 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, $.01   84,375(1)   $3.75(2)    $316,406.25(2)  $109.11(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 dated
       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 regis-
  tration 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) 

<PAGE>


___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

<PAGE>
                        EXHIBIT INDEX


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

4            Non-Employee Directors' 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>
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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
          NON-EMPLOYEE DIRECTORS' 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, $.01   84,375(1)   $3.75(2)    $316,406.25(2)  $109.11(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 dated
       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 regis-
  tration 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            Non-Employee Directors' 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).