FORM 10-Q/A

(Amendment No. 2)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(MARK ONE)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended February 28, 2004

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File No. 0-19194

RAG SHOPS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		51-0333503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

111 WAGARAW ROAD
HAWTHORNE, NEW JERSEY		07506
(Address of principal executive offices)		(Zip Code)

(973) 423-1303

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ý

No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

CLASS		OUTSTANDING AT MARCH 31, 2004
Common Stock, par value $.01		4,797,983

EXPLANATORY NOTE – AMENDMENT

This Amendment No. 2 to the Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2004 is being filed to correct Part II, Item 6 “Exhibits and Reports on Form 8-K” to provide updated certifications adopted pursuant to the Sarbanes-Oxley Act of 2002.

For purposes of this Form 10-Q/A, and in accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, each item of the Form 10-Q for the quarterly period ended February 28, 2004, as originally filed on April 13, 2004, that was affected has been amended to the extent affected by the referenced amendment/correction and restated in its entirety. All other financial information and disclosures remain unchanged.

Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by safe harbors created thereby. Such forward-looking statements include those regarding the Company’s future results in light of current management activities, and involve known and unknown risks, including competition within the craft and fabric retail industry, weather-related changes in the selling cycle, and other uncertainties (including those risk factors referenced in Company filings with the Securities and Exchange Commission).

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

31.1 Certification of Acting Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)

31.2 Certification of Acting Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)

32.1 Certification of Acting Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

32.2 Certification of Acting Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

(b) Reports on Form 8-K filed during the quarter ended February 28, 2004:

Report on Form 8-K, filed with the Securities and Exchange Commission on February 25, 2004, reporting information pursuant to Items 5 and 7.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		RAG SHOPS, INC.


Date: February 8, 2005		/s/ Stephen G. Marble
		Stephen G. Marble
		Acting Chief Executive Officer


Date: February 8, 2005		/s/ Steven B. Barnett
		Steven B. Barnett
		Acting Principal Financial Officer and
		Acting Principal Accounting Officer

RAG SHOPS INC 10-Q/A