<PAGE>

As filed with the Securities and Exchange Commission, via EDGAR, on August 31,
2004

                                                  Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                            The Bon-Ton Stores, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                  23-2835229
 -------------------------------            ------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

           2801 East Market Street, York, Pennsylvania         17402
           -----------------------------------------------------------
            (Address of principal executive offices)        (Zip Code)

                            The Bon-Ton Stores, Inc.
                 Amended and Restated 2000 Stock Incentive Plan
                 ----------------------------------------------
                            (Full title of the plan)

                            Robert E. Stern, Esquire
                  Vice President, Secretary and General Counsel
                            The Bon-Ton Stores, Inc.
                             2801 East Market Street
                            York, Pennsylvania 17402
                  ---------------------------------------------
                     (Name and address of agent for service)

                                 (717) 751-3285
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                          John M. Coogan, Jr., Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                                1650 Arch Street
                             Philadelphia, PA 19103
                                 (215) 977-2000

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                Proposed           Proposed
    Title of                                     Maximum            Maximum          Amount of
Securities to be             Amount to be    Offering Price        Aggregate       Registration
   Registered                Registered(1)    Per Share(2)      Offering Price         Fee
----------------             -------------   --------------     --------------     ------------
<S>                          <C>             <C>                <C>                <C>
Common Stock, $.01 par
value per share                1,500,000       $     13.29        $19,935,000       $  2,525.76
</TABLE>

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
      "Securities Act"), this Registration Statement also covers such additional
      shares as may hereafter be offered or issued to prevent dilution resulting
      from stock splits, stock dividends, recapitalizations or certain other
      capital adjustments.

(2)   Calculated pursuant to Rule 457(h) under the Securities Act based upon the
      average of the high and low prices of the Registrant's common stock on
      August 26, 2004 as quoted on the Nasdaq National Market.

                                      - 2 -
<PAGE>

                                     PART I

      A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to participants in The Bon-Ton Stores, Inc. Amended and
Restated 2000 Stock Incentive Plan as specified by Rule 428(b)(1)(i) under the
Securities Act of 1933.

          RISK RELATING TO THE LACK OF A CONSENT OF ARTHUR ANDERSEN LLP

      We have not been able to obtain the written consent of Arthur Andersen LLP
to our incorporation by reference in this registration statement of Arthur
Andersen's report, dated March 6, 2002, on the consolidated financial statements
of The Bon-Ton Stores, Inc. and its subsidiaries as of and for the year ended
February 2, 2002, as required by Section 7 of the Securities Act of 1933.
Because of our inability to obtain this consent from Arthur Andersen LLP,
participants in The Bon-Ton Stores, Inc. Amended and Restated 2000 Stock
Incentive Plan who acquire shares of our common stock covered by this
registration statement will be unable to obtain any recovery against Arthur
Andersen LLP pursuant to Section 11(a)(4) of the Securities Act of 1933 for any
untrue statement of a material fact contained in the financial statements
audited by Arthur Andersen LLP or any omission to state a material fact required
to be stated in those financial statements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 are incorporated into this
Registration Statement by reference:

      (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 2004, filed with the Securities and Exchange Commission on April 30,
2004.

      (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
May 1, 2004, filed with the Securities and Exchange Commission on June 14, 2004.

      (c) The Registrant's Current Reports on Form 8-K, filed with the
Securities and Exchange Commission on March 18, 2004, April 22, 2004, May 27,
2004, June 4, 2004, July 22, 2004, August 27, 2004 and August 27, 2004.

      (d) The Registrant's Registration Statement on Form 8-B filed with the
Securities and Exchange Commission on April 17, 1996.

                                      - 3 -
<PAGE>

      (e) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby 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 such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        The validity of the shares registered hereunder will be passed upon
for the Registrant by Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia,
Pennsylvania. Two partners of that firm, Henry F. Miller and David R. Glyn, are
trustees of certain trusts for the benefit of the children of Tim Grumbacher,
Chairman of the Board of Directors and Chief Executive Officer and the
controlling shareholder of the Registrant. Such trusts own in the aggregate
88,404 shares of Common Stock and 545,237 shares of the Company's Class A Common
Stock, $0.01 par value per share. Mr. Glyn is also a trustee of trusts for the
benefit of Mr. Grumbacher's grandchildren which own in the aggregate 8,900
shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

      Subchapter D (Sections 1741 through 1750) of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "Representatives"), and
related matters.

      Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify Representatives under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party or threatened
to be made a party by reason of his being a Representative of the corporation or
serving at the request of the corporation as a Representative of another
corporation, partnership, joint venture, trust or other enterprise, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

      Section 1742 provides for indemnification with respect to derivative
actions similar to that provided by Section 1741. However, indemnification is
not provided under Section 1742 in respect of any claim, issue or matter as to
which a Representative has been adjudged to be liable to the corporation unless
and only to the extent that the proper court determines upon application

                                      - 4 -
<PAGE>

that, despite the adjudication of liability but in view of all the circumstances
of the case, a Representative is fairly and reasonably entitled to indemnity for
the expenses that the court deems proper.

      Section 1743 provides that indemnification against expenses is mandatory
to the extent that a Representative has been successful on the merits or
otherwise in defense of any such action or proceeding referred to in Sections
1741 or 1742.

      Section 1744 provides that unless ordered by a court, any indemnification
under Sections 1741 or 1742 shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of a
Representative is proper because the Representative met the applicable standard
of conduct, and such determination will be made (i) by the board of directors by
a majority vote of a quorum of directors not parties to the action or
proceeding; (ii) if a quorum is not obtainable or if obtainable and a majority
of disinterested directors so directs, by independent legal counsel; or (iii) by
the shareholders.

      Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.

      Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.

      Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by him
in his capacity as a Representative, whether or not the corporation would have
the power to indemnify him against that liability under Subchapter D of Chapter
17 of the BCL.

      Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to
successor corporations resulting from consolidation, merger or division and to
service as a Representative of a corporation or an employee benefit plan.

      Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter D of Chapter 17 of the BCL
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a Representative and shall inure to the benefit of
the heirs and personal representatives of such Representative.

      Section 7-2 of the Registrant's Bylaws provides that the Registrant will
indemnify any director or officer of the Registrant to the fullest extent
permitted by Pennsylvania law against all

                                      - 5 -
<PAGE>

expense, liability and loss reasonably incurred or suffered by such person in
connection with any threatened, pending or completed action, suit or proceeding
(a "Proceeding") involving such person by reason of the fact that he or she is
or was a director or officer of the Registrant or is or was serving at the
request or for the benefit of the Registrant in any capacity for another
corporation or other enterprise. No indemnification pursuant to Section 7-2 may
be made, however, in any case where the act or failure to act giving rise to the
claim for indemnification is determined by a court to have constituted willful
misconduct or recklessness.

      Section 7-2 further provides that the right to indemnification includes
the right to have the expenses incurred by the indemnified person in defending
any Proceeding paid by the Registrant in advance of the final disposition of
the Proceeding to the fullest extent permitted by Pennsylvania law. In addition,
Section 7-2 provides that the Registrant may purchase and maintain insurance for
the benefit of any person on behalf of whom insurance is permitted to be
purchased by Pennsylvania law against any expense, liability or loss, whether or
not the Registrant would have the power to indemnify such person under
Pennsylvania or other law. The Registrant may also purchase and maintain
insurance to insure its indemnification obligations, whether arising under the
Bylaws or otherwise. In addition, Section 7-2 states that the Registrant may
create a fund of any nature to secure in any manner its indemnification
obligations, whether arising under the Bylaws or otherwise.

      Section 7-3 of the Registrant's Bylaws states that the provisions of the
Bylaws relating to indemnification constitute a contract between the Registrant
and each of its directors and officers which may be modified as to any director
or officer only with that person's consent. Further, any repeal or amendment of
the indemnification provisions of the Bylaws adverse to any director or officer
shall apply only on a prospective basis. In addition, no repeal or amendment of
the Bylaws may affect the indemnification provisions so as to reduce or limit
indemnification in any manner unless adopted by (a) the unanimous vote of the
directors of the Registrant then serving or (b) the affirmative vote of
shareholders entitled to cast not less than a majority of the votes that all
shareholders are entitled to cast in the election of directors, provided that no
such amendment will have a retroactive effect inconsistent with the preceding
sentence.

      Section 7-4 of the Registrant's Bylaws states that references in Section
7-2 and 7-3 to Pennsylvania law or any provision thereof shall be to such law in
effect on the date such sections were adopted or as such law may thereafter be
changed, provided that in the case of any change in law which expands the
liability of directors or limits the rights to indemnification or the
advancement of expenses, the rights to limited liability, indemnification and
advancement of expenses shall continue to the extent provided by law and that if
such change permits the Registrant, without further action by shareholders or
directors, to limit further the liability of directors or officers or to provide
broader rights of indemnification or advancement of expenses, then the liability
shall be limited and the rights to indemnification and advancement of expenses
shall be broadened to the extent permitted by law.

      The Registrant has purchased directors and officers liability insurance
for its directors and officers.

                                      - 6 -
<PAGE>

Item 7. Exemption from Registration Claimed.

            Not Applicable.

Item 8. Exhibits.

            The following Exhibits are filed as part of this Registration
Statement:

            4     The Bon-Ton Stores, Inc. Amended and Restated 2000 Stock
                  Incentive Plan

            5     Opinion of Wolf, Block, Schorr and Solis-Cohen LLP

            23.1  Consent of Arthur Andersen LLP*

            23.2  Consent of KPMG LLP

            23.3  Consent of Wolf, Block, Schorr and Solis-Cohen LLP (contained
                  in Exhibit 5)

            24    Power of Attorney (included on signature pages of this
                  Registration Statement)

            ----------

            *     A consent from Arthur Andersen LLP has been omitted in
                  reliance on Rule 437a under the Securities Act of 1933.

Item 9. Undertakings.

      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. 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 prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                                      - 7 -
<PAGE>

            (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;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.

      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.

      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.

                                      - 8 -
<PAGE>

                        SIGNATURES AND POWER OF ATTORNEY

      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 County of York, State of Pennsylvania, on this 31st day of
August, 2004.

                                 THE BON-TON STORES, INC.

                                 By: /s/ James H. Baireuther
                                     -------------------------------------------
                                     James H. Baireuther
                                     Vice Chairman, Chief Administrative Officer
                                     and Chief Financial Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Byron L. Bergren and James H. Baireuther, signing
singly, the undersigned's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement (including, without limitation,
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 attorney-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or his
substitute or 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 by the following persons in the
capacities with the Registrant indicated, on the dates indicated.

<TABLE>
<CAPTION>
Signature                            Title                             Date
-----------------------      -----------------------------       ---------------
<S>                          <C>                                 <C>
/s/ Tim Grumbacher
_______________________      Chairman of the Board of            August 31, 2004
Tim Grumbacher               Directors

/s/ Byron L. Bergren
_______________________      Director, President and             August 31, 2004
Byron L. Bergren             Chief Executive Officer
                             (Principal Executive Officer)
</TABLE>

                                      - 9 -
<PAGE>

<TABLE>
<CAPTION>
Signature                             Title                           Date
-----------------------              --------                    ---------------
<S>                                  <C>                         <C>
/s/ Robert B. Bank
________________________             Director                    August 31, 2004
Robert B. Bank

/s/ Philip M. Browne
________________________             Director                    August 31, 2004
Philip M. Browne

/s/ Shirley A. Dawe
________________________             Director                    August 31, 2004
Shirley A. Dawe

/s/ Marsha M. Everton
________________________             Director                    August 31, 2004
Marsha M. Everton

/s/ Michael L. Gleim
________________________             Director                    August 31, 2004
Michael L. Gleim

/s/ Robert E. Salerno
________________________             Director                    August 31, 2004
Robert E. Salerno

/s/ Thomas W. Wolf
________________________             Director                    August 31, 2004
Thomas W. Wolf
</TABLE>

                                     - 10 -
<PAGE>

<TABLE>
<CAPTION>
Signature                            Title                             Date
-----------------------      -----------------------------       ---------------
<S>                          <C>                                 <C>
/s/ James H. Baireuther
________________________     Vice Chairman, Chief                August 31, 2004
James H. Baireuther          Administrative Officer and
                             Chief Financial Officer
                             (Principal Financial Officer)

/s/ Keith E. Plowman
________________________     Senior Vice President-Finance       August 31, 2004
Keith E. Plowman             (Principal Accounting Officer)
</TABLE>

                                     - 11 -
<PAGE>

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                             DOCUMENT
-----------                             --------
<S>                  <C>
   4                 The Bon-Ton Stores, Inc. Amended and Restated 2000 Stock
                     Incentive Plan

   5                 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP

   23.1              Consent of Arthur Andersen LLP*

   23.2              Consent of KPMG LLP

   23.3              Consent of Wolf, Block, Schorr and Solis-Cohen LLP
                     (contained in Exhibit 5)

   24                Power of Attorney (included on signature pages of this
                     Registration Statement)
</TABLE>

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

*     A consent from Arthur Andersen LLP has been omitted in reliance on Rule
      437a under the Securities Act of 1933.

                                     - 12 -
[{"type": "S-8", "sequence": "1", "filename": "w01445sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 27586}]
{"company-data": {"conformed-name": "BON TON STORES INC", "cik": "0000878079", "assigned-sic": "5311", "irs-number": "232835229", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118700", "film-number": "041009166"}, "business-address": {"street1": "2801 E MARKET ST", "city": "YORK", "state": "PA", "zip": "17402-2406", "phone": "7177577660"}, "mail-address": {"street1": "P O BOX 2821", "city": "YORK", "state": "PA", "zip": "17405-2821"}}
As filed with the Securities and Exchange Commission, via EDGAR, on August 31,
2004

                                                  Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                            The Bon-Ton Stores, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                  23-2835229
 -------------------------------            ------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

           2801 East Market Street, York, Pennsylvania         17402
           -----------------------------------------------------------
            (Address of principal executive offices)        (Zip Code)

                            The Bon-Ton Stores, Inc.
                 Amended and Restated 2000 Stock Incentive Plan
                 ----------------------------------------------
                            (Full title of the plan)

                            Robert E. Stern, Esquire
                  Vice President, Secretary and General Counsel
                            The Bon-Ton Stores, Inc.
                             2801 East Market Street
                            York, Pennsylvania 17402
                  ---------------------------------------------
                     (Name and address of agent for service)

                                 (717) 751-3285
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                          John M. Coogan, Jr., Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                                1650 Arch Street
                             Philadelphia, PA 19103
                                 (215) 977-2000
CALCULATION OF REGISTRATION FEE
Proposed           Proposed
    Title of                                     Maximum            Maximum          Amount of
Securities to be             Amount to be    Offering Price        Aggregate       Registration
   Registered                Registered(1)    Per Share(2)      Offering Price         Fee
----------------             -------------   --------------     --------------     ------------
Common Stock, $.01 par
value per share                1,500,000       $     13.29        $19,935,000       $  2,525.76
(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
      "Securities Act"), this Registration Statement also covers such additional
      shares as may hereafter be offered or issued to prevent dilution resulting
      from stock splits, stock dividends, recapitalizations or certain other
      capital adjustments.

(2)   Calculated pursuant to Rule 457(h) under the Securities Act based upon the
      average of the high and low prices of the Registrant's common stock on
      August 26, 2004 as quoted on the Nasdaq National Market.

                                      - 2 -
PART I

      A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to participants in The Bon-Ton Stores, Inc. Amended and
Restated 2000 Stock Incentive Plan as specified by Rule 428(b)(1)(i) under the
Securities Act of 1933.

          RISK RELATING TO THE LACK OF A CONSENT OF ARTHUR ANDERSEN LLP

      We have not been able to obtain the written consent of Arthur Andersen LLP
to our incorporation by reference in this registration statement of Arthur
Andersen's report, dated March 6, 2002, on the consolidated financial statements
of The Bon-Ton Stores, Inc. and its subsidiaries as of and for the year ended
February 2, 2002, as required by Section 7 of the Securities Act of 1933.
Because of our inability to obtain this consent from Arthur Andersen LLP,
participants in The Bon-Ton Stores, Inc. Amended and Restated 2000 Stock
Incentive Plan who acquire shares of our common stock covered by this
registration statement will be unable to obtain any recovery against Arthur
Andersen LLP pursuant to Section 11(a)(4) of the Securities Act of 1933 for any
untrue statement of a material fact contained in the financial statements
audited by Arthur Andersen LLP or any omission to state a material fact required
to be stated in those financial statements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 are incorporated into this
Registration Statement by reference:

      (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 2004, filed with the Securities and Exchange Commission on April 30,
2004.

      (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
May 1, 2004, filed with the Securities and Exchange Commission on June 14, 2004.

      (c) The Registrant's Current Reports on Form 8-K, filed with the
Securities and Exchange Commission on March 18, 2004, April 22, 2004, May 27,
2004, June 4, 2004, July 22, 2004, August 27, 2004 and August 27, 2004.

      (d) The Registrant's Registration Statement on Form 8-B filed with the
Securities and Exchange Commission on April 17, 1996.

                                      - 3 -
(e) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby 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 such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        The validity of the shares registered hereunder will be passed upon
for the Registrant by Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia,
Pennsylvania. Two partners of that firm, Henry F. Miller and David R. Glyn, are
trustees of certain trusts for the benefit of the children of Tim Grumbacher,
Chairman of the Board of Directors and Chief Executive Officer and the
controlling shareholder of the Registrant. Such trusts own in the aggregate
88,404 shares of Common Stock and 545,237 shares of the Company's Class A Common
Stock, $0.01 par value per share. Mr. Glyn is also a trustee of trusts for the
benefit of Mr. Grumbacher's grandchildren which own in the aggregate 8,900
shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

      Subchapter D (Sections 1741 through 1750) of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "Representatives"), and
related matters.

      Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify Representatives under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party or threatened
to be made a party by reason of his being a Representative of the corporation or
serving at the request of the corporation as a Representative of another
corporation, partnership, joint venture, trust or other enterprise, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

      Section 1742 provides for indemnification with respect to derivative
actions similar to that provided by Section 1741. However, indemnification is
not provided under Section 1742 in respect of any claim, issue or matter as to
which a Representative has been adjudged to be liable to the corporation unless
and only to the extent that the proper court determines upon application

                                      - 4 -
that, despite the adjudication of liability but in view of all the circumstances
of the case, a Representative is fairly and reasonably entitled to indemnity for
the expenses that the court deems proper.

      Section 1743 provides that indemnification against expenses is mandatory
to the extent that a Representative has been successful on the merits or
otherwise in defense of any such action or proceeding referred to in Sections
1741 or 1742.

      Section 1744 provides that unless ordered by a court, any indemnification
under Sections 1741 or 1742 shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of a
Representative is proper because the Representative met the applicable standard
of conduct, and such determination will be made (i) by the board of directors by
a majority vote of a quorum of directors not parties to the action or
proceeding; (ii) if a quorum is not obtainable or if obtainable and a majority
of disinterested directors so directs, by independent legal counsel; or (iii) by
the shareholders.

      Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.

      Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.

      Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by him
in his capacity as a Representative, whether or not the corporation would have
the power to indemnify him against that liability under Subchapter D of Chapter
17 of the BCL.

      Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to
successor corporations resulting from consolidation, merger or division and to
service as a Representative of a corporation or an employee benefit plan.

      Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter D of Chapter 17 of the BCL
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a Representative and shall inure to the benefit of
the heirs and personal representatives of such Representative.

      Section 7-2 of the Registrant's Bylaws provides that the Registrant will
indemnify any director or officer of the Registrant to the fullest extent
permitted by Pennsylvania law against all

                                      - 5 -
expense, liability and loss reasonably incurred or suffered by such person in
connection with any threatened, pending or completed action, suit or proceeding
(a "Proceeding") involving such person by reason of the fact that he or she is
or was a director or officer of the Registrant or is or was serving at the
request or for the benefit of the Registrant in any capacity for another
corporation or other enterprise. No indemnification pursuant to Section 7-2 may
be made, however, in any case where the act or failure to act giving rise to the
claim for indemnification is determined by a court to have constituted willful
misconduct or recklessness.

      Section 7-2 further provides that the right to indemnification includes
the right to have the expenses incurred by the indemnified person in defending
any Proceeding paid by the Registrant in advance of the final disposition of
the Proceeding to the fullest extent permitted by Pennsylvania law. In addition,
Section 7-2 provides that the Registrant may purchase and maintain insurance for
the benefit of any person on behalf of whom insurance is permitted to be
purchased by Pennsylvania law against any expense, liability or loss, whether or
not the Registrant would have the power to indemnify such person under
Pennsylvania or other law. The Registrant may also purchase and maintain
insurance to insure its indemnification obligations, whether arising under the
Bylaws or otherwise. In addition, Section 7-2 states that the Registrant may
create a fund of any nature to secure in any manner its indemnification
obligations, whether arising under the Bylaws or otherwise.

      Section 7-3 of the Registrant's Bylaws states that the provisions of the
Bylaws relating to indemnification constitute a contract between the Registrant
and each of its directors and officers which may be modified as to any director
or officer only with that person's consent. Further, any repeal or amendment of
the indemnification provisions of the Bylaws adverse to any director or officer
shall apply only on a prospective basis. In addition, no repeal or amendment of
the Bylaws may affect the indemnification provisions so as to reduce or limit
indemnification in any manner unless adopted by (a) the unanimous vote of the
directors of the Registrant then serving or (b) the affirmative vote of
shareholders entitled to cast not less than a majority of the votes that all
shareholders are entitled to cast in the election of directors, provided that no
such amendment will have a retroactive effect inconsistent with the preceding
sentence.

      Section 7-4 of the Registrant's Bylaws states that references in Section
7-2 and 7-3 to Pennsylvania law or any provision thereof shall be to such law in
effect on the date such sections were adopted or as such law may thereafter be
changed, provided that in the case of any change in law which expands the
liability of directors or limits the rights to indemnification or the
advancement of expenses, the rights to limited liability, indemnification and
advancement of expenses shall continue to the extent provided by law and that if
such change permits the Registrant, without further action by shareholders or
directors, to limit further the liability of directors or officers or to provide
broader rights of indemnification or advancement of expenses, then the liability
shall be limited and the rights to indemnification and advancement of expenses
shall be broadened to the extent permitted by law.

      The Registrant has purchased directors and officers liability insurance
for its directors and officers.

                                      - 6 -
Item 7. Exemption from Registration Claimed.

            Not Applicable.

Item 8. Exhibits.

            The following Exhibits are filed as part of this Registration
Statement:

            4     The Bon-Ton Stores, Inc. Amended and Restated 2000 Stock
                  Incentive Plan

            5     Opinion of Wolf, Block, Schorr and Solis-Cohen LLP

            23.1  Consent of Arthur Andersen LLP*

            23.2  Consent of KPMG LLP

            23.3  Consent of Wolf, Block, Schorr and Solis-Cohen LLP (contained
                  in Exhibit 5)

            24    Power of Attorney (included on signature pages of this
                  Registration Statement)

            ----------

            *     A consent from Arthur Andersen LLP has been omitted in
                  reliance on Rule 437a under the Securities Act of 1933.

Item 9. Undertakings.

      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. 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 prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                                      - 7 -
(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;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.

      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.

      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.

                                      - 8 -
SIGNATURES AND POWER OF ATTORNEY

      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 County of York, State of Pennsylvania, on this 31st day of
August, 2004.

                                 THE BON-TON STORES, INC.

                                 By: /s/ James H. Baireuther
                                     -------------------------------------------
                                     James H. Baireuther
                                     Vice Chairman, Chief Administrative Officer
                                     and Chief Financial Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Byron L. Bergren and James H. Baireuther, signing
singly, the undersigned's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement (including, without limitation,
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 attorney-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or his
substitute or 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 by the following persons in the
capacities with the Registrant indicated, on the dates indicated.
Signature                            Title                             Date
-----------------------      -----------------------------       ---------------
/s/ Tim Grumbacher
_______________________      Chairman of the Board of            August 31, 2004
Tim Grumbacher               Directors

/s/ Byron L. Bergren
_______________________      Director, President and             August 31, 2004
Byron L. Bergren             Chief Executive Officer
                             (Principal Executive Officer)
- 9 -
Signature                             Title                           Date
-----------------------              --------                    ---------------
/s/ Robert B. Bank
________________________             Director                    August 31, 2004
Robert B. Bank

/s/ Philip M. Browne
________________________             Director                    August 31, 2004
Philip M. Browne

/s/ Shirley A. Dawe
________________________             Director                    August 31, 2004
Shirley A. Dawe

/s/ Marsha M. Everton
________________________             Director                    August 31, 2004
Marsha M. Everton

/s/ Michael L. Gleim
________________________             Director                    August 31, 2004
Michael L. Gleim

/s/ Robert E. Salerno
________________________             Director                    August 31, 2004
Robert E. Salerno

/s/ Thomas W. Wolf
________________________             Director                    August 31, 2004
Thomas W. Wolf
- 10 -
Signature                            Title                             Date
-----------------------      -----------------------------       ---------------
/s/ James H. Baireuther
________________________     Vice Chairman, Chief                August 31, 2004
James H. Baireuther          Administrative Officer and
                             Chief Financial Officer
                             (Principal Financial Officer)

/s/ Keith E. Plowman
________________________     Senior Vice President-Finance       August 31, 2004
Keith E. Plowman             (Principal Accounting Officer)
- 11 -
REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX
EXHIBIT NO.                             DOCUMENT
-----------                             --------
4                 The Bon-Ton Stores, Inc. Amended and Restated 2000 Stock
                     Incentive Plan

   5                 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP

   23.1              Consent of Arthur Andersen LLP*

   23.2              Consent of KPMG LLP

   23.3              Consent of Wolf, Block, Schorr and Solis-Cohen LLP
                     (contained in Exhibit 5)

   24                Power of Attorney (included on signature pages of this
                     Registration Statement)
-------------

*     A consent from Arthur Andersen LLP has been omitted in reliance on Rule
      437a under the Securities Act of 1933.

                                     - 12 -