FURR'S/BISHOP'S, INCORPORATED
                               6901 Quaker Avenue
                              Lubbock, Texas 79493





     DO NOT BE  MISLED  BY  TEACHERS'LAST-MINUTE  EFFORT  TO SEIZE
     CONTROL OF YOUR COMPANY!

     YOUR BOARD  BELIEVES  THAT  TEACHERS  DOES  NOT REPRESENT THE BEST
     LONG-TERM  INTEREST OF ALL THE STOCKHOLDERS.




                                  May 15, 1998

To Furr's/Bishop's Stockholders:

         Teachers  Insurance and Annuity  Association of America  (Teachers) has
filed  preliminary proxy materials with the SEC indicating they intend to make a
"Saturday Night Special," last-minute effort to seize control of your company at
the upcoming Annual Meeting scheduled for May 28, 1998.

         Your Board believes that Teachers does not represent the best long-term
interests of ALL the  stockholders.  We also believe that their proxy  materials
contain numerous wrong and misleading  statements  about the company,  its Board
and management.


YOUR BOARD AND MANAGEMENT HAVE PUT IN PLACE A TURNAROUND STRATEGY THAT IS NOW
STARTING TO SHOW RESULTS.

NOW IS NOT THE TIME TO JEOPARDIZE THAT PLAN AND THE FUTURE VALUE OF YOUR
INVESTMENT BY TURNING OVER CONTROL OF YOUR BOARD TO TEACHERS' HAND PICKED SLATE.


         We have developed and put in place a business plan designed to continue
the turnaround of operating  performance at the company that started in the last
half of 1997 and to  increase  stockholder  value.  Our  strategy to rebuild our
brand by improving operating standards, advertising effectiveness and comparable
store  sales  while  maximizing  profitability  has  already  shown  significant
results.

         As part of the effort to rebuild the brand,  we have begun a remodeling
program  designed  to  communicate  freshness,  vitality  and  relevance  in our
fiercely  competitive  marketplace.  In a short  space of time,  the  remodeling
program has demonstrated results by increasing sales at these stores by 10.5% in
the first quarter of 1998 vs. the first quarter of 1997.

         Our program is producing  solid results.  Do not be misled by Teachers'
message of doom and gloom. Consider, instead, the reality:


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         o        Comparable  store sales increased by 1.8% in the third quarter
                  of 1997, by .6% in the fourth  quarter of 1997, by 2.6% in the
                  first quarter of 1998, and by 1.9% in April of 1998,  over the
                  same periods in the prior year. As mentioned  above,  sales at
                  the remodeled units increased by 10.5% in the first quarter of
                  1998.

         o        Income  before  special  charges  and  credits  has also  been
                  increasing dramatically,  by $757,000 in the fourth quarter of
                  1997, an 89% increase,  and by $1,264,000 in the first quarter
                  of 1998, an astonishing 166% increase.

WE HAVE BEGUN THE RETURN TO PROFITABILITY, WHICH WILL IMPROVE THE VALUE OF ALL
THE SHAREHOLDERS INVESTMENTS. DO NOT PUT THAT AT JEOPARDY BY TURNING OVER
CONTROL TO TEACHERS.

         We  believe  that  the  first  step  to  improved  value  for  ALL  the
shareholders is to restore the company to profitability. As a solidly profitable
company showing strong operating results, we will have more flexibility to bring
about increased shareholder value.

         Early  this year,  we engaged a  well-known  and  respected  investment
banking firm to advise your company on ways to increase shareholder value. Based
on their advice,  management  has concluded  that  stability for the company and
adding  a few  more  quarters  of  positive  operating  results  is  the  key to
recognizing  the full  value of the  company  for ALL  shareholders.  Do not let
Teachers' individual motives derail the successful program management has put in
place to recognize this value for ALL stockholders.

                          DO NOT BE MISLED BY TEACHERS
                             BE GUIDED BY THE FACTS

         Your Board is very  concerned by Teachers'  efforts to seize control of
your company in a  lastminute  solicitation  containing  many  inaccuracies  and
misstatements.  As you consider  your vote on these  important  matters,  please
carefully consider the following:

         o        We   contacted   Teachers   in   December   1997  to   request
                  recommendations   for  nominees  for  election  as  directors.
                  Teachers  did not  respond  to this  request  until  it made a
                  filing with the SEC on April 14, 1998. After this filing,  the
                  Company met with  Teachers in an attempt to address  Teachers'
                  concerns, but Teachers was inflexible.

         o        The board of directors approved increasing its size from seven
                  to nine on February 26, 1998,  well before  becoming  aware of
                  Teachers' Schedule 13D filing on March 6, 1998,  indicating it
                  might seek proxies to elect candidates nominated by Teachers.

         o        Do you  really  believe  that  Teachers'  handpicked  list  of
                  nominees  will  not be  influenced  by  Teachers  and will act
                  independently   of  Teachers  in  the  best  interest  of  ALL
                  shareholders?

         o        Senior management compensation arrangements are in line with 
                  industry standards.  Pay grades for senior management were
                  approved by the board in 1997, a board which included
                  Teachers' nominees, Mr. Osnos and Ms. Hopgood.


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         o        Contrary to  Teachers'  assertions,  the company does not have
                  any "golden  parachutes."  Mr.  Papit's  employment  agreement
                  includes a severance provision calling for a severance payment
                  of 18 months' salary. Again, contrary to Teachers' assertions,
                  severance  is not  payable  in the  event of  termination  for
                  cause.

         o        Teachers has made  numerous  unsubstantiated  accusations  and
                  claims  but  Teachers'  proxy  materials  disclose  no plan to
                  operate the Company and no plan to improve shareholder value.

         o        We believe  Teachers  wants to auction  the  Company in a fire
                  sale. Management believes that a fire sale is not the best way
                  to realize potential  shareholder  value,  especially when the
                  operating results are improving so dramatically.

         IF YOU RECEIVE A PROXY CARD FROM TEACHERS, DO NOT SIGN OR RETURN IT.


                                                  FURR'S/BISHOP'S, INCORPORATED

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