POWER OF ATTORNEY


     In order to  facilitate  the  timely  filing  of  Securities  and  Exchange
Commission  ("SEC")  Forms 4 and 5 regarding  the  beneficial  ownership  by the
undersigned  of securities  of Factory 2-U Stores,  Inc.  (the  "Company"),  the
undersigned  hereby  grants to each of Norman G. Plotkin,  the General  Counsel,
Douglas  C.  Felderman,  the Chief  Financial  Officer,  Susan M.  Skrokov,  the
Assistant General Counsel, and John W. Swygert, the Controller,  of the Company,
full  power of  attorney  to  complete  and file with the SEC such  Forms on the
undersigned's  behalf  as such  Forms  may be  required  to be so  filed  by the
undersigned  from time to time. The  undersigned  shall provide prompt notice to
Mr.  Plotkin,  Mr.  Felderman,  Ms.  Skrokov or Mr.  Swygert of all  information
required to properly  complete such Forms, and the undersigned shall relieve Mr.
Plotkin, Mr. Felderman,  Ms. Skrokov, Mr. Swygert and the Company of any and all
liability  associated  with any  failure to file such Forms  properly or timely.
This  Power of  Attorney  is limited to the  purpose  described  above and shall
continue in effect until written  termination hereof is received by Mr. Plotkin,
Mr. Felderman, Ms. Skrokov or Mr. Swygert.



					 		/s/ Alphonse J. Nepa
                                         ---------------------------------
                                         Name: Alphonse J. Nepa
                                         Title:Executive Vice President
                                          Date:November 10, 2003