<PAGE>   1
    As filed with the Securities and Exchange Commission on September 5, 1997

                                                              File No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                  --------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                  --------------------------------------------
                             THE TJX COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     04-2207613
    (State or other jurisdiction                        (I.R.S. Employer
  of incorporation or organization)                    Identification No.)

                               770 Cochituate Road
                         Framingham, Massachusetts 01701

          (Address of principal executive offices, including zip code)

                  --------------------------------------------
                THE TJX COMPANIES, INC. 1986 STOCK INCENTIVE PLAN

                           ---------------------------
                            (Full title of the plan)

                               Donald G. Campbell
                             The TJX Companies, Inc.
                               770 Cochituate Road
                         Framingham, Massachusetts 01701
                                 (508) 390-1000

                  --------------------------------------------
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                       CALCULATION OF REGISTRATION FEE (1)

<TABLE>
<CAPTION>
======================================================================================================
 Title of Securities     Amount to be         Proposed maximum     Proposed maximum       Amount of
 to be registered        registered           offering price       aggregate offering     registration
                                              per share(2)         price(1)               fee
- ------------------------------------------------------------------------------------------------------
<S>                      <C>                  <C>                  <C>                    <C>
Common Stock,
par value $1.00          9,000,000 shares       $ 27.375            $ 246,375,000.00      $ 74,659.09
======================================================================================================
</TABLE>

(1)  PURSUANT TO RULE 429(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     3,000,000 SHARES OF THE TJX COMPANIES, INC. COMMON STOCK, PAR VALUE $1.00,
     ARE BEING CARRIED FORWARD FROM REGISTRATION STATEMENT 33-12220 FOR WHICH A
     FILING FEE OF $17,250.00 WAS PAID, AND 3,000,000 SHARES ARE BEING CARRIED
     FORWARD FROM REGISTRATION STATEMENT 33-49747 FOR WHICH A FILING FEE OF
     $30,797.85 WAS PAID.

(2)  THE PROPOSED MAXIMUM OFFERING PRICE HAS BEEN ESTIMATED SOLELY FOR THE
     PURPOSE OF DETERMINING THE REGISTRATION FEE PURSUANT TO RULE 457(h) ON THE
     BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF THE TJX COMPANIES,
     INC. COMMON STOCK, PAR VALUE $1.00, REPORTED ON THE NEW YORK STOCK EXCHANGE
     COMPOSITE TRANSACTIONS TAPE ON AUGUST 28, 1997.


                            EXHIBIT INDEX ON PAGE 8;
                               PAGE 1 OF 64 PAGES.
================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the instructional note to Part I of Form
S-8, the information required by Part I to be contained in the Section 10(a)
prospectus has been omitted from this Registration Statement.

         Pursuant to Rule 429 under the Securities Act, this Registration
Statement and the Prospectus contained herein also relate to Common Stock of The
TJX Companies, Inc. to be sold under its 1986 Stock Incentive Plan covered by
Registration Statements No. 33-12220 and 33-49747.


                                       -2-
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The TJX Companies, Inc. (the "Company") hereby incorporates the
following documents herein by reference:

(a)      The Company's Annual Report on Form 10-K for the year ended January 25,
         1997 filed with the Securities and Exchange Commission (the
         "Commission") pursuant to Section 13(a) of the Securities Exchange Act
         of 1934 (the "Exchange Act");

(b)      The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended April 26, 1997, filed under Section 13(a) of the Exchange Act;
         and

(c)      The Company's Amendment No. 4 on Form 8-A/A dated June 3, 1996 to the
         Company's Registration Statement on Form 8-A in respect of the Common
         Stock, including without limitation the description of the Common Stock
         set forth therein.

All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act, 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 incorporated herein by
reference from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party 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, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she 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. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor, against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if he or she 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 except that no indemnification shall be made in respect of any
claim, issue or matter as to


                                       -3-
<PAGE>   4
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

         The Registrant has entered into indemnification agreements with each of
its directors and officers indemnifying them against expenses, settlements,
judgments and fines incurred in connection with any threatened, pending or
completed action, suit, arbitration or proceeding, where the individual's
involvement is by reason of the fact that such person is or was a director or
officer or served at the Company's request as a director of another organization
(except that indemnification is not provided against judgments and fines in a
derivative suit unless permitted by Delaware law). An individual may not be
indemnified if such person is found not to have acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, except to the extent Delaware law permits broader
contractual indemnification. These indemnification agreements provide
procedures, presumptions and remedies which substantially strengthen the
indemnification rights beyond those provided by the Registrant's Restated
Certificate of Incorporation (the "Certificate") and by Delaware law.

         The Registrant's Certificate provides that each person who was or is
made a party to, or is involved in, any action, suit, preceding or claim by
reason of the fact that he or she is or was a director, officer or employee of
the Registrant (or is or was serving at the request of the Registrant as a
director, officer, trustee, employee or agent of any other enterprise including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as in
effect from time to time, against all expenses (including attorneys' fees and
expenses), judgments, fines, penalties and amounts to be paid in settlement
incurred by such person in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim.

         The rights to indemnification and the payment of expenses provided by
the Registrant's Certificate do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit of
such provisions. Any person seeking indemnification under the Registrant's
Certificate shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. The Registrant's
Certificate provides that the rights to indemnification and the payment of
expenses provided thereby shall not be exclusive of any other right which any
person may have or acquire under any statute, provision of the Registrant's
Certificate or By-laws, or otherwise. Any repeal or modification of such
indemnification provisions shall not adversely affect any right or protection of
a director or officer with respect to any conduct of such director or officer
occurring prior to such repeal or modification.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividend and unlawful stock purchase and redemption) or (iv)
for any transaction from which the director derived an improper personal
benefit. The Registrant has provided in its Certificate that its directors shall
be exculpated from liability as provided under Delaware law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                       -4-
<PAGE>   5
Item 8.  EXHIBITS.

Exhibit

4.1      The TJX Companies, Inc. 1986 Stock Incentive Plan is filed herewith.

4.2      Third Restated Certificate of Incorporation is filed herewith.

4.3      The by-laws of the Company, as amended (incorporated by reference to
         Exhibit (3ii) of the Form 10-K for the fiscal year ended January 28,
         1995).

5.1      Opinion of Ropes & Gray.

23.1     Consent of Coopers & Lybrand LLP.

23.2     Consent of Ropes & Gray (included in Exhibit 5.1).

24.      Powers of Attorney (included in Part II of the Registration Statement 
         under the caption "signatures").

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 the 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 the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, 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.


                                       -5-
<PAGE>   6
         (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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.


                                       -6-
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
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 the Town of Framingham, Commonwealth of Massachusetts.

                                        THE TJX COMPANIES, INC.                 
                                        
                                        By: /s/ Donald G. Campbell
                                           -------------------------------------
                                              Donald G. Campbell
                                              Executive Vice President - Finance
                                        
Dated:  September 4, 1997           

         Each person whose signature appears below constitutes and appoints
Bernard Cammarata, Donald G. Campbell and Jay H. Meltzer, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully 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 below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.

<TABLE>
<S>                                               <C>
  /s/ Bernard Cammarata                             /s/ Donald G. Campbell
- ---------------------------------------------     --------------------------------------------- 
Bernard Cammarata, President, Chief Executive     Donald G. Campbell, Executive Vice President -
    Officer and Director                          Finance and Principal Financial and
                                                  Accounting Officer


  /s/ Phyllis B. Davis                              /s/ Dennis F. Hightower
- ---------------------------------------------     ---------------------------------------------
Phyllis B. Davis, Director                        Dennis F. Hightower, Director


  /s/ Richard G. Lesser                             /s/ Arthur F. Loewy
- ---------------------------------------------     ---------------------------------------------
Richard G. Lesser, Executive Vice President,      Arthur F. Loewy, Director
Chief Operating Officer and Director


  /s/ John M. Nelson                                /s/ John F. O'Brien
- ---------------------------------------------     ---------------------------------------------
John M. Nelson, Director                          John F. O'Brien, Director


  /s/ Robert F. Shapiro                             /s/ Willow B. Shire
- ---------------------------------------------     ---------------------------------------------
Robert F. Shapiro, Director                       Willow B. Shire, Director


  /s/ Fletcher H. Wiley
- ---------------------------------------------
Fletcher H. Wiley, Director
</TABLE>

Dated:  September 4, 1997


                                       -7-
<PAGE>   8
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Number                       Title of Exhibit                             
- ------                       ----------------                             
<S>             <C>                                                       
4.1             The TJX Companies, Inc. 1986 Stock Incentive       
                Plan.                                            
                                                                 
4.2             Third Restated Certificate of Incorporation.               
                
4.6             The by-laws of the Company, as amended                 
                (incorporated by reference to Exhibit (3ii) of the    
                Form 10-K for the fiscal year ended January 28, 1995).
                
5.1             Opinion of Ropes & Gray.

23.1            Consent of Coopers & Lybrand LLP.

23.2            Consent of Ropes & Gray (included in Exhibit 5.1).

24.             Powers of Attorney (included in Part II
                of the Registration Statement under the
                caption "Signatures".                  
</TABLE>


                                       -8-
[{"type": "S-8", "sequence": "1", "description": "THE TJX COMPANIES FORM S-8", "secsgml_size_bytes": 22010}]
{"company-data": {"conformed-name": "TJX COMPANIES INC /DE/", "cik": "0000109198", "assigned-sic": "5651", "irs-number": "042207613", "state-of-incorporation": "DE", "fiscal-year-end": "0127"}, "filing-values": {"form-type": "S-8", "file-number": "333-35073", "film-number": "97676347"}, "business-address": {"street1": "770 COCHITUATE RD", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "5083902662"}, "former-company": {"former-conformed-name": "ZAYRE CORP", "date-changed": "19890625"}}
1
    As filed with the Securities and Exchange Commission on September 5, 1997

                                                              File No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                  --------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                  --------------------------------------------
                             THE TJX COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     04-2207613
    (State or other jurisdiction                        (I.R.S. Employer
  of incorporation or organization)                    Identification No.)

                               770 Cochituate Road
                         Framingham, Massachusetts 01701

          (Address of principal executive offices, including zip code)

                  --------------------------------------------
                THE TJX COMPANIES, INC. 1986 STOCK INCENTIVE PLAN

                           ---------------------------
                            (Full title of the plan)

                               Donald G. Campbell
                             The TJX Companies, Inc.
                               770 Cochituate Road
                         Framingham, Massachusetts 01701
                                 (508) 390-1000

                  --------------------------------------------
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                       CALCULATION OF REGISTRATION FEE (1)
======================================================================================================
 Title of Securities     Amount to be         Proposed maximum     Proposed maximum       Amount of
 to be registered        registered           offering price       aggregate offering     registration
                                              per share(2)         price(1)               fee
- ------------------------------------------------------------------------------------------------------
Common Stock,
par value $1.00          9,000,000 shares       $ 27.375            $ 246,375,000.00      $ 74,659.09
======================================================================================================
(1)  PURSUANT TO RULE 429(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     3,000,000 SHARES OF THE TJX COMPANIES, INC. COMMON STOCK, PAR VALUE $1.00,
     ARE BEING CARRIED FORWARD FROM REGISTRATION STATEMENT 33-12220 FOR WHICH A
     FILING FEE OF $17,250.00 WAS PAID, AND 3,000,000 SHARES ARE BEING CARRIED
     FORWARD FROM REGISTRATION STATEMENT 33-49747 FOR WHICH A FILING FEE OF
     $30,797.85 WAS PAID.

(2)  THE PROPOSED MAXIMUM OFFERING PRICE HAS BEEN ESTIMATED SOLELY FOR THE
     PURPOSE OF DETERMINING THE REGISTRATION FEE PURSUANT TO RULE 457(h) ON THE
     BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF THE TJX COMPANIES,
     INC. COMMON STOCK, PAR VALUE $1.00, REPORTED ON THE NEW YORK STOCK EXCHANGE
     COMPOSITE TRANSACTIONS TAPE ON AUGUST 28, 1997.

                            EXHIBIT INDEX ON PAGE 8;
                               PAGE 1 OF 64 PAGES.
================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the instructional note to Part I of Form
S-8, the information required by Part I to be contained in the Section 10(a)
prospectus has been omitted from this Registration Statement.

         Pursuant to Rule 429 under the Securities Act, this Registration
Statement and the Prospectus contained herein also relate to Common Stock of The
TJX Companies, Inc. to be sold under its 1986 Stock Incentive Plan covered by
Registration Statements No. 33-12220 and 33-49747.

                                       -2-
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The TJX Companies, Inc. (the "Company") hereby incorporates the
following documents herein by reference:

(a)      The Company's Annual Report on Form 10-K for the year ended January 25,
         1997 filed with the Securities and Exchange Commission (the
         "Commission") pursuant to Section 13(a) of the Securities Exchange Act
         of 1934 (the "Exchange Act");

(b)      The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended April 26, 1997, filed under Section 13(a) of the Exchange Act;
         and

(c)      The Company's Amendment No. 4 on Form 8-A/A dated June 3, 1996 to the
         Company's Registration Statement on Form 8-A in respect of the Common
         Stock, including without limitation the description of the Common Stock
         set forth therein.

All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act, 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 incorporated herein by
reference from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party 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, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she 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. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor, against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if he or she 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 except that no indemnification shall be made in respect of any
claim, issue or matter as to

                                       -3-
4
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

         The Registrant has entered into indemnification agreements with each of
its directors and officers indemnifying them against expenses, settlements,
judgments and fines incurred in connection with any threatened, pending or
completed action, suit, arbitration or proceeding, where the individual's
involvement is by reason of the fact that such person is or was a director or
officer or served at the Company's request as a director of another organization
(except that indemnification is not provided against judgments and fines in a
derivative suit unless permitted by Delaware law). An individual may not be
indemnified if such person is found not to have acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, except to the extent Delaware law permits broader
contractual indemnification. These indemnification agreements provide
procedures, presumptions and remedies which substantially strengthen the
indemnification rights beyond those provided by the Registrant's Restated
Certificate of Incorporation (the "Certificate") and by Delaware law.

         The Registrant's Certificate provides that each person who was or is
made a party to, or is involved in, any action, suit, preceding or claim by
reason of the fact that he or she is or was a director, officer or employee of
the Registrant (or is or was serving at the request of the Registrant as a
director, officer, trustee, employee or agent of any other enterprise including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as in
effect from time to time, against all expenses (including attorneys' fees and
expenses), judgments, fines, penalties and amounts to be paid in settlement
incurred by such person in connection with the investigation, preparation to
defend or defense of such action, suit, proceeding or claim.

         The rights to indemnification and the payment of expenses provided by
the Registrant's Certificate do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit of
such provisions. Any person seeking indemnification under the Registrant's
Certificate shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established. The Registrant's
Certificate provides that the rights to indemnification and the payment of
expenses provided thereby shall not be exclusive of any other right which any
person may have or acquire under any statute, provision of the Registrant's
Certificate or By-laws, or otherwise. Any repeal or modification of such
indemnification provisions shall not adversely affect any right or protection of
a director or officer with respect to any conduct of such director or officer
occurring prior to such repeal or modification.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividend and unlawful stock purchase and redemption) or (iv)
for any transaction from which the director derived an improper personal
benefit. The Registrant has provided in its Certificate that its directors shall
be exculpated from liability as provided under Delaware law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       -4-
5
Item 8.  EXHIBITS.

Exhibit

4.1      The TJX Companies, Inc. 1986 Stock Incentive Plan is filed herewith.

4.2      Third Restated Certificate of Incorporation is filed herewith.

4.3      The by-laws of the Company, as amended (incorporated by reference to
         Exhibit (3ii) of the Form 10-K for the fiscal year ended January 28,
         1995).

5.1      Opinion of Ropes & Gray.

23.1     Consent of Coopers & Lybrand LLP.

23.2     Consent of Ropes & Gray (included in Exhibit 5.1).

24.      Powers of Attorney (included in Part II of the Registration Statement 
         under the caption "signatures").

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 the 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 the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, 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.

                                       -5-
6
         (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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.

                                       -6-
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
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 the Town of Framingham, Commonwealth of Massachusetts.

                                        THE TJX COMPANIES, INC.                 
                                        
                                        By: /s/ Donald G. Campbell
                                           -------------------------------------
                                              Donald G. Campbell
                                              Executive Vice President - Finance
                                        
Dated:  September 4, 1997           

         Each person whose signature appears below constitutes and appoints
Bernard Cammarata, Donald G. Campbell and Jay H. Meltzer, and each of them
singly, his or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully 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 below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.
/s/ Bernard Cammarata                             /s/ Donald G. Campbell
- ---------------------------------------------     --------------------------------------------- 
Bernard Cammarata, President, Chief Executive     Donald G. Campbell, Executive Vice President -
    Officer and Director                          Finance and Principal Financial and
                                                  Accounting Officer

  /s/ Phyllis B. Davis                              /s/ Dennis F. Hightower
- ---------------------------------------------     ---------------------------------------------
Phyllis B. Davis, Director                        Dennis F. Hightower, Director

  /s/ Richard G. Lesser                             /s/ Arthur F. Loewy
- ---------------------------------------------     ---------------------------------------------
Richard G. Lesser, Executive Vice President,      Arthur F. Loewy, Director
Chief Operating Officer and Director

  /s/ John M. Nelson                                /s/ John F. O'Brien
- ---------------------------------------------     ---------------------------------------------
John M. Nelson, Director                          John F. O'Brien, Director

  /s/ Robert F. Shapiro                             /s/ Willow B. Shire
- ---------------------------------------------     ---------------------------------------------
Robert F. Shapiro, Director                       Willow B. Shire, Director

  /s/ Fletcher H. Wiley
- ---------------------------------------------
Fletcher H. Wiley, Director
Dated:  September 4, 1997

                                       -7-
8
                                 EXHIBIT INDEX
Number                       Title of Exhibit                             
- ------                       ----------------
4.1             The TJX Companies, Inc. 1986 Stock Incentive       
                Plan.                                            
                                                                 
4.2             Third Restated Certificate of Incorporation.               
                
4.6             The by-laws of the Company, as amended                 
                (incorporated by reference to Exhibit (3ii) of the    
                Form 10-K for the fiscal year ended January 28, 1995).
                
5.1             Opinion of Ropes & Gray.

23.1            Consent of Coopers & Lybrand LLP.

23.2            Consent of Ropes & Gray (included in Exhibit 5.1).

24.             Powers of Attorney (included in Part II
                of the Registration Statement under the
                caption "Signatures".
-8-