content: <PAGE>   1
     As filed with the Securities and Exchange Commission on December 8, 1999
                                                      Registration No. 333-_______
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            FURR'S/BISHOP'S, INCORPORATED
               (Exact name of registrant as specified in its charter)
  
              Delaware                                            75-2350724
   (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
                  3001 E. PRESIDENT GEORGE BUSH HIGHWAY, SUITE 200
                                RICHARDSON, TX 75082
                (Address of registrant's Principal Executive Offices)
  
                      FURR'S/BISHOPS DEFERRED COMPENSATION PLAN
                                (Full Title of Plan)
  
                                    Paul Hargett
                Executive Vice President and Chief Financial Officer
                  3001 E. President George Bush Highway, Suite 200
                               Richardson, Texas 75082
  
                      (Name, and address of agent for service)
  
                                   (972) 808-2923
            (Telephone number, including area code, of agent for service)
  
                                      Copy to:
                                Michael W. Tankersley
                            Bracewell & Patterson, L.L.P.
                              500 N. Akard, Suite 4000
                                 Dallas, Texas 75201
                                   (214) 758-1000
  
  
  
  
  
  
  
  
  
  
  <PAGE>   2
  
  <TABLE>
  <CAPTION>
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  Title of                          Proposed         Proposed
  Securities                         Maximum          Maximum           Amount of
  to be            Amount to be   Offering Price     Aggregate        Registration
  Registered      registered (1)  Per Share (2)    Offering Price (2)      Fee
  --------------------------------------------------------------------------------
  <S>               <C>              <C>              <C>                 <C>
  Common Stock,
  par value $.01
  per share         2,000,000        $0.59            $1,180,000          $311.52
  ================================================================================
  </TABLE>
  
  (1)   Pursuant to Rule 457(h)(1), the registration fee is calculated with
        respect to shares to be purchased pursuant to the Furr's/Bishop's,
        Incorporated Deferred Compensation Plan (the "Plan"). In addition,
        pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
        "Act"), this Registration Statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the Plan which is described
        herein.
  
  (2)   The proposed maximum offering price per share and the proposed maximum
        aggregate offering price are (a) calculated, pursuant to Rule 457(h)(1),
        by multiplying the number of shares to be registered by the average of the
        high and low prices of a share of Common Stock, as reported on The New
        York Stock Exchange, Inc., on December 1, 1999, which was $0.59, and (b)
        provided herein for the sole purpose of determining the registration fee.
  
  
  
  
  
  
  
  
  
  <PAGE>   3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
  *        The information required by Items 1 and 2 of Part I of Form S-8 is
           omitted from this Registration Statement in accordance with the Note to
           Part 1 of Form S-8 and Rule 428 promulgated under the Securities Act of
           1933, as amended (the "Securities Act").
  
  
  
  
  
  
                                       Page 2
  
  
  <PAGE>   4
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
          Furr's/Bishop's, Incorporated, a Delaware corporation (the "Company")
  and the Furr's/Bishop's, Inc. Deferred Compensation Plan (the "Plan"), hereby
  incorporate by reference into this registration statement (the "Registration
  Statement"):
  
          (i)     the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998, as filed with the Securities and
                  Exchange Commission (the "Commission") on March 29, 1999;
  
         (ii)     the Company's Quarterly Report on Form 10-Q for the quarter
                  ended September 28, 1999, as filed with the Commission on
                  November 11, 1999;
  
         (iii)    the Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 29, 1999, as filed with the Commission on August 10,
                  1999;
  
         (iv)     the Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 30, 1999, as filed with the Commission on May 11,
                  1999;
  
          (v)     the description of the Company's Common Stock, par value $.01
                  per share, contained in the Registration Statement on Form 8-A
                  filed on November 28, 1995, as amended by Form 8-A/A filed
                  December 5, 1995.
  
          All documents filed by the Company or the Plan with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), subsequent to the filing date of this
  Registration Statement and prior to the filing of a post-effective amendment to
  this Registration Statement which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing of such documents.
  
          The Company will provide, without charge, to each participant in the
  Plan, on written or oral request of such person, a copy of any or all of the
  documents (without exhibits, unless such exhibits are specifically incorporated
  by reference), incorporated by reference pursuant to this Item 3. All such
  requests should be directed to Furr's/Bishops, Incorporated, 3001 E. President
  George Bush Highway, Suite 200, Richardson, Texas 75082; Attention: Mr. Paul
  Hargett, or by telephone at such address: (972) 808-2923.
  
  Item 4. Description of Securities.
  
  Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
  Not applicable.
  
  
  
  
                                       Page 3
  
  
  <PAGE>   5
  
  
  Item 6. Indemnification of Directors and Officers.
  
          The Company is a Delaware corporation. Section 102(b)(7) of the General
  Corporation Law of Delaware enables a Delaware corporation to provide in its
  certificate of incorporation, and Registrant has so provided in its Amended and
  Restated Certificate of Incorporation ("Certificate of Incorporation"), for the
  elimination or limitation of the personal liability of a director to the
  corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director;provided, however, that a director's liability is not
  eliminated or limited: (1) for any breach of the director's duty of loyalty to
  the corporation or its stockholders; (2) for acts or omissions not in good faith
  or which involve an intentional misconduct or a knowing violation of law; (3)
  under Section 174 of the General Corporation Law of Delaware (which imposes
  liability on directors for unlawful payment of dividends or unlawful stock
  purchases or redemptions); or (4) for any transaction from which the director
  derived an improper personal benefit. The Certificate of Incorporation further
  provides that if the Delaware General Corporation Law is amended to authorize
  the further elimination or limitation of the liability of directors, then the
  liability of a director shall be eliminated or limited to the fullest extent
  permitted by the Delaware General Corporation Law, as amended.
  
          Section 145 of the General Corporation Law of Delaware empowers a
  corporation to indemnify any person who was or is a party or witness or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he or she is or was a director, officer, employee or agent of the
  corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or enterprise.
  
          Depending on the character of the proceeding, a corporation may
  indemnify against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred in connection with
  such action, suit or proceeding if the person indemnified acted in good faith
  and in a manner he or she reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was unlawful.
  If the person indemnified is not wholly successful in such action, suit or
  proceeding, but is successful, on the merits or otherwise, in one or more but
  less than all claims, issues or matters in such proceeding, he or she may be
  indemnified against expenses actually and reasonably incurred in connection with
  each successfully resolved claim, issue or matter. In the case of an action or
  suit by or in the right of the corporation, no indemnification may be made in
  respect to any claim, issue or matter as to which such person shall have been
  adjudged to be liable to the corporation unless and only to the extent that the
  Court of Chancery or the court in which such action or suit was brought shall
  determine that despite the adjudication of liability such person is fairly and
  reasonably entitled to indemnity for such expenses which the court shall deem
  proper. Section 145 provides that to the extent a director, officer, employee or
  agent of a corporation has been successful in the defense of any action, suit or
  proceeding referred to above or in the defense of any claim, issue or manner
  therein, he or she shall be indemnified against expenses (including attorneys'
  fees) actually and reasonably incurred by him or her in connection therewith.
  
          The By-laws of Registrant provide that, to the fullest extent permitted
  by the General Corporation Law of the State of Delaware, Registrant shall
  indemnify any person who was or is a party or is threatened to be made a
  
                                       Page 4
  
  
  <PAGE>   6
  
  
  party to any action, suit or proceeding of the type described above by reason of
  the fact that he or she is or was a director or officer of Registrant or is or
  was serving at the request of Registrant as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise. No expenses will be paid in advance except, as authorized by the
  Board of Directors, to a director or officer for expenses incurred while acting
  in his or her capacity as a director or officer, who has delivered an
  undertaking to the corporation to repay all amounts advanced if it should be
  later determined that such director or officer was not entitled to
  indemnification. The By-laws further provide that the above rights of
  indemnification are not exclusive of any other rights of indemnification that a
  director or officer may be entitled to from any other source.
  
          Each current director has entered into an Indemnification Agreement by
  and between Registrant and such director pursuant to which Registrant will
  indemnify such director and hold such director harmless from any and all losses,
  expenses and fines to the fullest extent authorized, permitted or not prohibited
  (i) by the Delaware General Corporation Law or any other applicable law
  (including judicial, regulatory or administrative interpretations or readings
  thereof), (ii) the Certificate of Incorporation or By-laws as in effect on the
  date of execution of the agreement or (iii) other statutory provision
  authorizing such indemnification that is adopted after January 2, 1996. In the
  event that after the date of the agreements Registrant provides any greater
  right of indemnification, in any respect, to any other person serving as an
  officer or director of Registrant, then such greater right of indemnification
  shall inure to the benefit of the respective director and shall be deemed to be
  incorporated in the relevant agreement as a basis for indemnity, at each
  director's election, together with the indemnity expressly set forth therein.
  
          Registrant has purchased a directors and officers insurance policy under
  which each director and certain officers of Registrant are insured against
  certain liabilities.
  
  Item 7.  Exemption from Registration Claimed.
  
  Not applicable.
  
  
  
  
  
                                       Page 5
  
  
  <PAGE>   7
  
  
  Item 8. Exhibits.
  
          4.1       Amended and Restated Certificate of Incorporation of the
                    Company (incorporated by reference from Exhibit 3.1 of the
                    Company's Registration Statement on Form S-4, File No.
                    33-38978).
  
          4.3       Certificate of Amendment to the Amended and Restated
                    Certificate of Incorporation of the Company (incorporated by
                    reference from Annex D of the Prospectus included in the
                    Company's Registration Statement on Form S-4, File No.
                    33-92236).
  
          4.4       Second Certificate of Amendment to the Amended and Restated
                    Certificate of Incorporation of the Company (incorporated by
                    reference from the Company's Form 10-K for the fiscal year
                    ended January 2, 1996).
  
          4.5       Restated By-laws of the Company (incorporated by reference
                    from Exhibit 3.1 of the Company's Quarterly Report on Form
                    10-Q for the quarter ended June 29, 1999, as filed with the
                    Commission on August 10, 1999).
  
          4.6*      Furr's/Bishop's, Incorporated Deferred Compensation Plan.
  
          5*        Opinion of Bracewell & Patterson, L.L.P.
  
         23.1*      Consent of KPMG LLP.
  
         23.3       Consent of Bracewell & Patterson, L.L.P. (included in
                    Exhibit 5).
  
         24.1       Power of Attorney (included on the signature page of this
                    Registration Statement).
  
  *Filed Herewith.
  
  
  
                                       Page 6
  
  
  <PAGE>   8
  
  Item 9.  Undertakings.
  
       A.  The undersigned registrant hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this registration statement:
  
                    (i)  To include any prospectus required by section 10(a)(3)
                of the Securities Act of 1933;
  
                   (ii) To reflect in the prospectus any facts or events arising
                after the effective date of the registration statement (or the
                most recent post-effective amendment thereof) which, individually
                or in the aggregate, represent a fundamental change in the
                information set forth in this Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in volume
                of securities offered (if the total dollar value of securities
                offered would not exceed that which was registered) and any
                deviation from the low or high and of the estimated maximum
                offering range may be reflected in the form of a prospectus filed
                with the Commission pursuant to Rule 424(b) if, in the aggregate,
                the changes in volume and price represent no more than a 20
                percent change in the maximum aggregate offering price set forth
                in the "Calculation of Registration Fee" table in the effective
                registration statement.
  
                  (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in the registration
                statement or any material change to such information in this
                Registration Statement;
  
           Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
           section do not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section 15(d)
           of the Exchange Act, that are incorporated by reference in this
           Registration Statement.
  
               (2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
               (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
       B. The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  
                                       Page 7
  
  
  <PAGE>   9
  
       C. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                              [SIGNATURE PAGE FOLLOWS]
  
  
  
  
  
  
  
  
                                       Page 8
  
  
  <PAGE>   10
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Richardson, Texas on this 2nd day of December, 1999.
  
                                     FURR'S/BISHOP'S, INCORPORATED
  
  
                                     By: /s/ Phillip Ratner
                                        -----------------------------
                                        Phillip Ratner
                                        President and
                                        Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned directors and officers of Furr's/Bishop's, Inc.,
  constitute and appoint Phillip Ratner or Paul G. Hargett, or either of them, our
  true and lawful attorneys and agents, to do any and all acts and things in our
  name and on our behalf in our capacities as directors and officers, and to
  execute any and all instruments for us and in our names in the capacities
  indicated below, which said attorneys and agents, or either of them, may deem
  necessary or advisable to enable said corporation to comply with the Securities
  Act of 1933, as amended, and any rules, regulations and requirements of the
  Securities and Exchange Commission, in connection with the filing of this
  Registration Statement, including specifically without limitation, power and
  authority to sign for any of us, in our names in the capacities indicated below,
  any and all amendments hereto, including post-effective amendments; and we do
  each hereby ratify and confirm all that the said attorneys and agents, or either
  of them, shall do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated and on December 2, 1999.
  
  
           SIGNATURE                                   TITLE
  
  /s/ Suzanne Hopgood                        Director, Chairman of the Board
  ---------------------------------
  Suzanne Hopgood
  
  /s/ Paul G. Hargett                        Chief Financial Officer
  ---------------------------------
  Paul G. Hargett
  
  /s/ Jacob C. Baum                          Director
  ---------------------------------
  Jacob C. Baum
  
  /s/ Ben Evans                              Director
  ---------------------------------
  Ben Evans
  
  
                                       Page 9
  
  
  <PAGE>   11
  
  
  /s/ Margaret Bertelsen Hampton             Director
  ---------------------------------
  Margaret Bertelsen Hampton
  
  /s/ Damien W. Kovary                       Director
  ---------------------------------
  Damien W. Kovary
  
  /s/ William J. Nightingale                 Director
  ---------------------------------
  William J. Nightingale
  
  /s/ Gilbert C. Osnos                       Director
  ---------------------------------
  Gilbert C. Osnos
  
  /s/ Max Pine                               Director
  ---------------------------------
  Max Pine
  
  /s/ Barry W. Ridings                       Director
  ---------------------------------
  Barry W. Ridings
  
  
  
  
  
  
  
  
  
  
  
  
  
                                       Page 10
  
  
  <PAGE>   12
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
  EXHIBIT
  NUMBER   DESCRIPTION
  -------  -----------
  
  <S>      <C>
    4.1    Amended and Restated Certificate of Incorporation of the Company
           (incorporated by reference from Exhibit 3.1 of the Company's
           Registration Statement on Form S-4, File No. 33-38978).
  
    4.3    Certificate of Amendment to the Amended and Restated Certificate of
           Incorporation of the Company (incorporated by reference from Annex D of
           the Prospectus included in the Company's Registration Statement on Form
           S-4, File No. 33-92236).
  
    4.4    Second Certificate of Amendment to the Amended and Restated Certificate
           of Incorporation of the Company (incorporated by reference from the
           Company's Form 10-K for the fiscal year ended January 2, 1996).
  
    4.5    Restated By-laws of the Company (incorporated by reference from Exhibit
           3.1 of the Company's Quarterly Report on Form 10-Q for the quarter
           ended June 29, 1999, as filed with the Commission on August 10, 1999).
  
    4.6*   Furr's/Bishop's, Incorporated Deferred Compensation Plan.
  
    5*     Opinion of Bracewell & Patterson, L.L.P.
  
   23.1*   Consent of KPMG LLP.
  
   23.3    Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 5).
  
   24.1    Power of Attorney (included on the signature page of this Registration
           Statement).
  </TABLE>
  
  
  *Filed Herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24367}]
metadata_filer: {"company-data": {"conformed-name": "FURRS BISHOPS INC", "cik": "0000872548", "assigned-sic": "5812", "irs-number": "752350724", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92349", "film-number": "99770893"}, "business-address": {"street1": "3001 E PRESIDENT GEORGE BUSH HWY", "street2": "SUITE 200", "city": "RICHARDSON", "state": "TX", "zip": "75085-5943", "phone": "972-808-2923"}, "mail-address": {"street1": "P.O. BOX 852800", "city": "RICHARDSON", "state": "TX", "zip": "75085-2800"}}
text: 1
     As filed with the Securities and Exchange Commission on December 8, 1999
                                                      Registration No. 333-_______
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            FURR'S/BISHOP'S, INCORPORATED
               (Exact name of registrant as specified in its charter)
  
              Delaware                                            75-2350724
   (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
                  3001 E. PRESIDENT GEORGE BUSH HIGHWAY, SUITE 200
                                RICHARDSON, TX 75082
                (Address of registrant's Principal Executive Offices)
  
                      FURR'S/BISHOPS DEFERRED COMPENSATION PLAN
                                (Full Title of Plan)
  
                                    Paul Hargett
                Executive Vice President and Chief Financial Officer
                  3001 E. President George Bush Highway, Suite 200
                               Richardson, Texas 75082
  
                      (Name, and address of agent for service)
  
                                   (972) 808-2923
            (Telephone number, including area code, of agent for service)
  
                                      Copy to:
                                Michael W. Tankersley
                            Bracewell & Patterson, L.L.P.
                              500 N. Akard, Suite 4000
                                 Dallas, Texas 75201
                                   (214) 758-1000
  2
  CALCULATION OF REGISTRATION FEE
  ================================================================================
  Title of                          Proposed         Proposed
  Securities                         Maximum          Maximum           Amount of
  to be            Amount to be   Offering Price     Aggregate        Registration
  Registered      registered (1)  Per Share (2)    Offering Price (2)      Fee
  --------------------------------------------------------------------------------
  Common Stock,
  par value $.01
  per share         2,000,000        $0.59            $1,180,000          $311.52
  ================================================================================
  (1)   Pursuant to Rule 457(h)(1), the registration fee is calculated with
        respect to shares to be purchased pursuant to the Furr's/Bishop's,
        Incorporated Deferred Compensation Plan (the "Plan"). In addition,
        pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
        "Act"), this Registration Statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the Plan which is described
        herein.
  
  (2)   The proposed maximum offering price per share and the proposed maximum
        aggregate offering price are (a) calculated, pursuant to Rule 457(h)(1),
        by multiplying the number of shares to be registered by the average of the
        high and low prices of a share of Common Stock, as reported on The New
        York Stock Exchange, Inc., on December 1, 1999, which was $0.59, and (b)
        provided herein for the sole purpose of determining the registration fee.
  3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
  *        The information required by Items 1 and 2 of Part I of Form S-8 is
           omitted from this Registration Statement in accordance with the Note to
           Part 1 of Form S-8 and Rule 428 promulgated under the Securities Act of
           1933, as amended (the "Securities Act").
  
                                       Page 2
  4
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
          Furr's/Bishop's, Incorporated, a Delaware corporation (the "Company")
  and the Furr's/Bishop's, Inc. Deferred Compensation Plan (the "Plan"), hereby
  incorporate by reference into this registration statement (the "Registration
  Statement"):
  
          (i)     the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998, as filed with the Securities and
                  Exchange Commission (the "Commission") on March 29, 1999;
  
         (ii)     the Company's Quarterly Report on Form 10-Q for the quarter
                  ended September 28, 1999, as filed with the Commission on
                  November 11, 1999;
  
         (iii)    the Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 29, 1999, as filed with the Commission on August 10,
                  1999;
  
         (iv)     the Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 30, 1999, as filed with the Commission on May 11,
                  1999;
  
          (v)     the description of the Company's Common Stock, par value $.01
                  per share, contained in the Registration Statement on Form 8-A
                  filed on November 28, 1995, as amended by Form 8-A/A filed
                  December 5, 1995.
  
          All documents filed by the Company or the Plan with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), subsequent to the filing date of this
  Registration Statement and prior to the filing of a post-effective amendment to
  this Registration Statement which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing of such documents.
  
          The Company will provide, without charge, to each participant in the
  Plan, on written or oral request of such person, a copy of any or all of the
  documents (without exhibits, unless such exhibits are specifically incorporated
  by reference), incorporated by reference pursuant to this Item 3. All such
  requests should be directed to Furr's/Bishops, Incorporated, 3001 E. President
  George Bush Highway, Suite 200, Richardson, Texas 75082; Attention: Mr. Paul
  Hargett, or by telephone at such address: (972) 808-2923.
  
  Item 4. Description of Securities.
  
  Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
  Not applicable.
  
                                       Page 3
  5
  
  Item 6. Indemnification of Directors and Officers.
  
          The Company is a Delaware corporation. Section 102(b)(7) of the General
  Corporation Law of Delaware enables a Delaware corporation to provide in its
  certificate of incorporation, and Registrant has so provided in its Amended and
  Restated Certificate of Incorporation ("Certificate of Incorporation"), for the
  elimination or limitation of the personal liability of a director to the
  corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director;provided, however, that a director's liability is not
  eliminated or limited: (1) for any breach of the director's duty of loyalty to
  the corporation or its stockholders; (2) for acts or omissions not in good faith
  or which involve an intentional misconduct or a knowing violation of law; (3)
  under Section 174 of the General Corporation Law of Delaware (which imposes
  liability on directors for unlawful payment of dividends or unlawful stock
  purchases or redemptions); or (4) for any transaction from which the director
  derived an improper personal benefit. The Certificate of Incorporation further
  provides that if the Delaware General Corporation Law is amended to authorize
  the further elimination or limitation of the liability of directors, then the
  liability of a director shall be eliminated or limited to the fullest extent
  permitted by the Delaware General Corporation Law, as amended.
  
          Section 145 of the General Corporation Law of Delaware empowers a
  corporation to indemnify any person who was or is a party or witness or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he or she is or was a director, officer, employee or agent of the
  corporation or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation or enterprise.
  
          Depending on the character of the proceeding, a corporation may
  indemnify against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred in connection with
  such action, suit or proceeding if the person indemnified acted in good faith
  and in a manner he or she reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was unlawful.
  If the person indemnified is not wholly successful in such action, suit or
  proceeding, but is successful, on the merits or otherwise, in one or more but
  less than all claims, issues or matters in such proceeding, he or she may be
  indemnified against expenses actually and reasonably incurred in connection with
  each successfully resolved claim, issue or matter. In the case of an action or
  suit by or in the right of the corporation, no indemnification may be made in
  respect to any claim, issue or matter as to which such person shall have been
  adjudged to be liable to the corporation unless and only to the extent that the
  Court of Chancery or the court in which such action or suit was brought shall
  determine that despite the adjudication of liability such person is fairly and
  reasonably entitled to indemnity for such expenses which the court shall deem
  proper. Section 145 provides that to the extent a director, officer, employee or
  agent of a corporation has been successful in the defense of any action, suit or
  proceeding referred to above or in the defense of any claim, issue or manner
  therein, he or she shall be indemnified against expenses (including attorneys'
  fees) actually and reasonably incurred by him or her in connection therewith.
  
          The By-laws of Registrant provide that, to the fullest extent permitted
  by the General Corporation Law of the State of Delaware, Registrant shall
  indemnify any person who was or is a party or is threatened to be made a
  
                                       Page 4
  6
  
  party to any action, suit or proceeding of the type described above by reason of
  the fact that he or she is or was a director or officer of Registrant or is or
  was serving at the request of Registrant as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise. No expenses will be paid in advance except, as authorized by the
  Board of Directors, to a director or officer for expenses incurred while acting
  in his or her capacity as a director or officer, who has delivered an
  undertaking to the corporation to repay all amounts advanced if it should be
  later determined that such director or officer was not entitled to
  indemnification. The By-laws further provide that the above rights of
  indemnification are not exclusive of any other rights of indemnification that a
  director or officer may be entitled to from any other source.
  
          Each current director has entered into an Indemnification Agreement by
  and between Registrant and such director pursuant to which Registrant will
  indemnify such director and hold such director harmless from any and all losses,
  expenses and fines to the fullest extent authorized, permitted or not prohibited
  (i) by the Delaware General Corporation Law or any other applicable law
  (including judicial, regulatory or administrative interpretations or readings
  thereof), (ii) the Certificate of Incorporation or By-laws as in effect on the
  date of execution of the agreement or (iii) other statutory provision
  authorizing such indemnification that is adopted after January 2, 1996. In the
  event that after the date of the agreements Registrant provides any greater
  right of indemnification, in any respect, to any other person serving as an
  officer or director of Registrant, then such greater right of indemnification
  shall inure to the benefit of the respective director and shall be deemed to be
  incorporated in the relevant agreement as a basis for indemnity, at each
  director's election, together with the indemnity expressly set forth therein.
  
          Registrant has purchased a directors and officers insurance policy under
  which each director and certain officers of Registrant are insured against
  certain liabilities.
  
  Item 7.  Exemption from Registration Claimed.
  
  Not applicable.
  
                                       Page 5
  7
  
  Item 8. Exhibits.
  
          4.1       Amended and Restated Certificate of Incorporation of the
                    Company (incorporated by reference from Exhibit 3.1 of the
                    Company's Registration Statement on Form S-4, File No.
                    33-38978).
  
          4.3       Certificate of Amendment to the Amended and Restated
                    Certificate of Incorporation of the Company (incorporated by
                    reference from Annex D of the Prospectus included in the
                    Company's Registration Statement on Form S-4, File No.
                    33-92236).
  
          4.4       Second Certificate of Amendment to the Amended and Restated
                    Certificate of Incorporation of the Company (incorporated by
                    reference from the Company's Form 10-K for the fiscal year
                    ended January 2, 1996).
  
          4.5       Restated By-laws of the Company (incorporated by reference
                    from Exhibit 3.1 of the Company's Quarterly Report on Form
                    10-Q for the quarter ended June 29, 1999, as filed with the
                    Commission on August 10, 1999).
  
          4.6*      Furr's/Bishop's, Incorporated Deferred Compensation Plan.
  
          5*        Opinion of Bracewell & Patterson, L.L.P.
  
         23.1*      Consent of KPMG LLP.
  
         23.3       Consent of Bracewell & Patterson, L.L.P. (included in
                    Exhibit 5).
  
         24.1       Power of Attorney (included on the signature page of this
                    Registration Statement).
  
  *Filed Herewith.
  
                                       Page 6
  8
  
  Item 9.  Undertakings.
  
       A.  The undersigned registrant hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this registration statement:
  
                    (i)  To include any prospectus required by section 10(a)(3)
                of the Securities Act of 1933;
  
                   (ii) To reflect in the prospectus any facts or events arising
                after the effective date of the registration statement (or the
                most recent post-effective amendment thereof) which, individually
                or in the aggregate, represent a fundamental change in the
                information set forth in this Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in volume
                of securities offered (if the total dollar value of securities
                offered would not exceed that which was registered) and any
                deviation from the low or high and of the estimated maximum
                offering range may be reflected in the form of a prospectus filed
                with the Commission pursuant to Rule 424(b) if, in the aggregate,
                the changes in volume and price represent no more than a 20
                percent change in the maximum aggregate offering price set forth
                in the "Calculation of Registration Fee" table in the effective
                registration statement.
  
                  (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in the registration
                statement or any material change to such information in this
                Registration Statement;
  
           Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
           section do not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section 15(d)
           of the Exchange Act, that are incorporated by reference in this
           Registration Statement.
  
               (2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
               (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
       B. The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
                                       Page 7
  9
  
       C. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                              [SIGNATURE PAGE FOLLOWS]
  
                                       Page 8
  10
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Richardson, Texas on this 2nd day of December, 1999.
  
                                     FURR'S/BISHOP'S, INCORPORATED
  
                                     By: /s/ Phillip Ratner
                                        -----------------------------
                                        Phillip Ratner
                                        President and
                                        Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned directors and officers of Furr's/Bishop's, Inc.,
  constitute and appoint Phillip Ratner or Paul G. Hargett, or either of them, our
  true and lawful attorneys and agents, to do any and all acts and things in our
  name and on our behalf in our capacities as directors and officers, and to
  execute any and all instruments for us and in our names in the capacities
  indicated below, which said attorneys and agents, or either of them, may deem
  necessary or advisable to enable said corporation to comply with the Securities
  Act of 1933, as amended, and any rules, regulations and requirements of the
  Securities and Exchange Commission, in connection with the filing of this
  Registration Statement, including specifically without limitation, power and
  authority to sign for any of us, in our names in the capacities indicated below,
  any and all amendments hereto, including post-effective amendments; and we do
  each hereby ratify and confirm all that the said attorneys and agents, or either
  of them, shall do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated and on December 2, 1999.
  
           SIGNATURE                                   TITLE
  
  /s/ Suzanne Hopgood                        Director, Chairman of the Board
  ---------------------------------
  Suzanne Hopgood
  
  /s/ Paul G. Hargett                        Chief Financial Officer
  ---------------------------------
  Paul G. Hargett
  
  /s/ Jacob C. Baum                          Director
  ---------------------------------
  Jacob C. Baum
  
  /s/ Ben Evans                              Director
  ---------------------------------
  Ben Evans
  
                                       Page 9
  11
  
  /s/ Margaret Bertelsen Hampton             Director
  ---------------------------------
  Margaret Bertelsen Hampton
  
  /s/ Damien W. Kovary                       Director
  ---------------------------------
  Damien W. Kovary
  
  /s/ William J. Nightingale                 Director
  ---------------------------------
  William J. Nightingale
  
  /s/ Gilbert C. Osnos                       Director
  ---------------------------------
  Gilbert C. Osnos
  
  /s/ Max Pine                               Director
  ---------------------------------
  Max Pine
  
  /s/ Barry W. Ridings                       Director
  ---------------------------------
  Barry W. Ridings
  
                                       Page 10
  12
  
                                    EXHIBIT INDEX
  EXHIBIT
  NUMBER   DESCRIPTION
  -------  -----------
  4.1    Amended and Restated Certificate of Incorporation of the Company
           (incorporated by reference from Exhibit 3.1 of the Company's
           Registration Statement on Form S-4, File No. 33-38978).
  
    4.3    Certificate of Amendment to the Amended and Restated Certificate of
           Incorporation of the Company (incorporated by reference from Annex D of
           the Prospectus included in the Company's Registration Statement on Form
           S-4, File No. 33-92236).
  
    4.4    Second Certificate of Amendment to the Amended and Restated Certificate
           of Incorporation of the Company (incorporated by reference from the
           Company's Form 10-K for the fiscal year ended January 2, 1996).
  
    4.5    Restated By-laws of the Company (incorporated by reference from Exhibit
           3.1 of the Company's Quarterly Report on Form 10-Q for the quarter
           ended June 29, 1999, as filed with the Commission on August 10, 1999).
  
    4.6*   Furr's/Bishop's, Incorporated Deferred Compensation Plan.
  
    5*     Opinion of Bracewell & Patterson, L.L.P.
  
   23.1*   Consent of KPMG LLP.
  
   23.3    Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 5).
  
   24.1    Power of Attorney (included on the signature page of this Registration
           Statement).
  *Filed Herewith