UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [  ] Form N-CSR

For Period Ended:  January 31, 2004
                   ----------------

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transition Period Ended:
                                -------------------------

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Factory 2-U Stores, Inc.
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Full Name of Registrant


Former Name if Applicable
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4000 Ruffin Road
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Address of Principal Executive Office (Street and Number)


San Diego, California 92123
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City, State and Zip Code



PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

          (a) The reason described in reasonable detail in Part III of this form
              could not be eliminated without unreasonable effort or expense

   [X]    (b) The subject annual report, semi-annual report, transition
              report on Form 10- K, Form 20-F, 11-K, Form N-SAR or Form N-CSR,
              or portion thereof, will be filed on or before the fifteenth
              calendar day following the prescribed due date; or the subject
              quarterly report or transition report on Form 10-Q, or portion
              thereof, will be filed on or before the fifth calendar day
              following the prescribed due date; and

          (c) The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

To assure accuracy, the additional time is necessary to avoid unreasonable
effort and expense.

(Attach extra Sheets if Needed)

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

Norman G. Plotkin                        (858)                 627-1800
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     (Name)                            (Area Code)        (Telephone Number)


(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No


(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X]Yes [ ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

We had a net loss of approximately $85.3 million for fiscal 2003 compared to a
net loss of $28.5 million for fiscal 2002, primarily attributable to
reorganization items related to our Chapter 11 filing on January 13, 2004 and
lower sales revenues.

                            Factory 2-U Stores, Inc.
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date   April 15, 2004                   By /s/ Norman G. Plotlin
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                                           Norman G. Plotkin
                                           Chief Executive Officer