8-K

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


                                    FORM 8-K


                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
         Date of Report (Date of earliest event reported): June 4, 2004


                            FACTORY 2-U STORES, INC.
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             (Exact name of registrant as specified in its charter)


                                    DELAWARE
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                 (State or other jurisdiction of incorporation)

           1-10089                                      51-0299573
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   (Commission File Number)                 (IRS Employer Identification No.)


                  4000 RUFFIN ROAD, SAN DIEGO, CALIFORNIA 92123
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                    (Address of principal executive office)

       Registrant's telephone number, including area code: (858) 627-1800


                                       NA
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          (Former name or former address, if changed since last report)





         The information in this Current Report on Form 8-K, including the
exhibit, is furnished pursuant to Item 9 and shall not be deemed "filed" for the
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
or otherwise subject to the liabilities under that Section. In addition, the
information in this Current Report on Form 8-K, including the exhibit, shall not
be deemed to be incorporated by reference into the filings of Factory 2-U
Stores, Inc. under the Securities Act of 1933, as amended.



Item 9. Regulation FD Disclosure

         On June 4, 2004, we announced that the U.S. Bankruptcy Court in
Wilmington, Delaware (the "Court") has issued an order extending through
December 3, 2004 the period in which we have the exclusive right to file a
proposed Plan of Reorganization. In addition, we announced that, as part of our
continuing plan to strengthen our financial performance, we have filed a motion
with the Court seeking authorization to close 23 underperforming stores. The
full text of this press release is furnished with this report as Exhibit 99.1.



                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this current report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                        FACTORY 2-U STORES, INC.

     June 4, 2004                       By:/s/ Norman Dowling
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        Date                               Norman Dowling
                                           Chief Financial Officer



                                  Exhibit Index



Exhibit No.        Description
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  99.1             Press release of Factory 2-U Stores, Inc. dated June 4, 2004.

EX-99

                                                                   Exhibit 99.1


                 EXCLUSIVITY PERIOD FOR FACTORY 2-U STORES, INC.
                        EXTENDED THROUGH DECEMBER 3, 2004

      Six-Month Extension Granted With The Support Of Creditors' Committee

        Company Files Motion With Bankruptcy Court to Close 23 Locations

         SAN DIEGO, CA, June 4, 2004 - FACTORY 2-U STORES, INC. today announced
that the United States Bankruptcy Court in Wilmington, Delaware has issued an
order extending through December 3, 2004 the period in which the Company has the
exclusive right to file a proposed Plan of Reorganization. This period had been
slated to expire on June 3, 2004. The order granting the extension, which is
subject to certain conditions, was entered by the Court with the support of the
Official Committee of Unsecured Creditors in Factory 2-U's Chapter 11
proceedings.

         The Company today also announced that, as part of its continuing plan
to strengthen its financial performance, the Company has filed a motion with the
Court seeking authorization to close 23 underperforming stores. By closing these
stores, the Company expects to improve its cash flow and financial performance
with its remaining base of 172 stores.

         A list of the stores designated for closing follows this announcement.
Store closure sales at these 23 locations are expected to begin around July 1.

         Norman G. Plotkin, Chief Executive Officer of Factory 2-U, said, "We
are pleased that the Court has extended our exclusivity period for six months
with the support of the Creditors' Committee. This action enables management to
focus on making further progress in the reorganization process. Our core
objectives are to reduce costs, enhance liquidity and generate sustainable
earnings. We are encouraged by our ability to meet our targets for cash flow in
the early months of the Chapter 11 proceedings and look forward to seeing the
positive impact on the Company's top line from our new merchandising strategies
in the upcoming back-to-school and holiday seasons."

         He continued, "Our decision to close 23 underperforming locations comes
as a result of a thorough review of our entire store base that occurred upon the
completion of our first fiscal quarter. We believe this action will improve the
Company's overall profitability and enable management to concentrate on growing
our business at our most productive locations."



Store Closing List
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ARIZONA

2101 West Highway 70, Thatcher
1742 West Montebello Avenue, Phoenix
3688 West Orange Grove Road, Tucson

CALIFORNIA

7175 El Camino Real, Atascadero
34-101 Date Palm Drive, Cathedral City
210 East Tenth Street, Gilroy
820 West Beverly Boulevard, Montebello
8790 Washington Boulevard, Pico Rivera
1422 Industrial Park Avenue, Redlands
1617 Douglas Boulevard, Roseville
26447 Ynez Road, Temecula
1167 North Cherry, Tulare
1744 University Drive, Vista

NEVADA

5017 South McCarran Boulevard, Reno

NEW MEXICO

6601-G 4th Street NW, Albuquerque

TEXAS

11255 Garland Road, Dallas
4241 West Camp Wisdom Road, Dallas
455 South Bibb Street, Eagle Pass
12148 Gulf Freeway, Houston
1238 Uvalde Road, Houston
5306 West 34th Street, Houston
2002 East Central Texas Expressway, Killeen
5464 Walzem Road, San Antonio

About Factory 2-U Stores, Inc.
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Factory 2-U Stores, Inc. operates 195 "Factory 2-U" off-price retail stores
which sell branded casual apparel for the family, as well as selected domestics
and household merchandise at prices which generally are significantly lower than
the prices offered by its discount competitors. The Company currently operates
28 stores in Arizona, 56 stores in southern California, 55 stores in northern
California, 7 stores in Nevada, 7 stores in New Mexico, 10 stores in Oregon, 23
stores in Texas, and 9 stores in Washington.



Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties, and actual results could differ materially from the Company's
present expectations. Among the important factors that could cause actual
results to differ materially from those indicated in the forward-looking
statements are: customer demand and trends in the off-price apparel industry,
the effect of economic conditions, the impact of competitive openings and
pricing, supply constraints or difficulties, the inherent uncertainties of
proceedings under Chapter 11 of the Bankruptcy Code, the effects of the
delisting of our common stock by Nasdaq, and other risks detailed in the
Company's Securities and Exchange Commission filings.

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Contacts:

MEDIA ONLY

         Michael Freitag
         Kekst and Company
         (212) 521-4800

INVESTORS

         Factory 2-U Investor Information
         (888) 201-9603

         or

         James K. White
         Kehoe, White & Co., Inc.
         (562) 437-0655