As filed with the Securities and Exchange Commission on July 14, 1998
                                                   Registration No. 333-______
==============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                             JACOBSON STORES INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                Michigan                                   38-0686330
     -------------------------------                   -------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

  3333 Sargent Road, Jackson, Michigan                     49201-8847
----------------------------------------                   ----------
(Address of Principal Executive Offices)                   (Zip Code)

                      JACOBSON STOCK OPTION PLAN OF 1994
            ------------------------------------------------------
                           (Full title of the plan)

                               PAUL W. GILBERT
                          Vice Chairman of the Board
                             Jacobson Stores Inc.
                              3333 Sargent Road
                         Jackson, Michigan 49201-8847
                   ---------------------------------------
                   (Name and address of agent for service)

                                (517) 764-6400
        -------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                       Calculation of Registration Fee

<TABLE>
<CAPTION>
==============================================================================================
                                                               Proposed
                                           Proposed            maximum
Title of securities    Amount to be    maximum offering   aggregate offering      Amount of
 to be registered       registered      price per share          price        registration fee
-------------------    ------------    ----------------   ------------------  ----------------
<S>                   <C>                  <C>                 <C>                <C>
Common Shares (1)     500,000 shares       14.875 (2)          $7,437,500         $2,194.06
<FN>
----------------------------------------------------------------------------------------------
(1)    $1.00 par value per share (the "Common Shares").
(2)    Calculated pursuant to Rule 457(h) solely for the purpose of computing
       the registration fee and based on the average of the high and low
       prices of the Common Shares, as quoted on The Nasdaq National Market,
       on July 9, 1998.
</TABLE>


                            Page -1- of -12- Pages
                    Exhibit Index is on Pages -9- to -10-

<PAGE>

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The documents listed below are incorporated by reference in this
registration statement:

        1. The Annual Report of Jacobson Stores Inc. (the "Registrant") on
        Form 10-K for the fiscal year ended January 31, 1998 as filed with
        the Securities and Exchange Commission (the "Commission") pursuant to
        the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        2. The Quarterly Report of the Registrant on Form 10-Q for the fiscal
        quarter ended May 2, 1998 as filed with the Commission pursuant to
        the Exchange Act.

        3. All other reports filed by the Registrant pursuant to Section
        13(a) or 15(d) of the Exchange Act since the end of the fiscal year
        ended January 31, 1998.

        4. The description of the Registrant's Common Shares contained in the
        Registration Statement on Form 8-A, filed with the Commission on May
        22, 1972, Commission File No. 0-6319, to register such Common Shares
        under the Exchange Act, including any amendment or report filed for
        the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof 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.

        The Registrant's Restated Articles of Incorporation ("Articles")
provide that to the fullest extent permitted by the Michigan Business
Corporation Act ("BCA"), as it exists or as it may hereafter be amended, no
director of the Registrant shall be personally liable to the Registrant or
its shareholders for monetary damages for any breach of the director's
fiduciary duty. Under the BCA, directors continue to have personal liability
for certain types of wrongful conduct.


                                     -2-

<PAGE>

        The Articles require the Registrant to indemnify each of its
directors and executive officers to the fullest extent now or hereafter
permitted by law in connection with any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding arising out of his
or her service to the Registrant or a subsidiary. The Articles also authorize
indemnification of persons other than directors and executive officers, as
determined by the Board of Directors. The Registrant maintains director and
officer liability insurance, and has entered into indemnification agreements
with each of its directors and officers. The indemnification agreements
provide for indemnification of the director or officer to the fullest extent
permitted by any present or future law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4.1      Restated Articles of Incorporation, Jacobson Stores Inc., as
                 amended and restated May 25, 1989, incorporated by reference
                 to Exhibit 19(a) to the Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended April 29, 1989.

        4.2      Certificate of Designation, Preferences and Rights of
                 Preferred Stock of Jacobson Stores Inc., incorporated by
                 reference to Exhibit 3(a) to the Registrant's Quarterly
                 Report on Form 10-Q for the quarter ended October 29, 1988.

        4.3      Bylaws, Jacobson Stores Inc., as amended November 20, 1997,
                 incorporated by reference to Exhibit 3(ii) to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended October 25, 1997.

        4.4      Election under Section 780, Michigan Business Corporation
                 Act, incorporated by reference to Exhibit 28 to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended October 27, 1984.

        4.5      Rights Agreement dated as of October 4, 1988 between
                 Jacobson Stores Inc. and Manufacturers National Bank of
                 Detroit, as Rights Agent; Change of Rights Agent, effective
                 June 1, 1989; Change of Rights Agent, effective May 31,
                 1994, incorporated by reference to Exhibit I to Form 8-A and
                 Exhibit 4 to Form 8-K, filed October 7, 1988, and Exhibit I
                 to Amendment No. 1 to Form 8-A, filed May 16, 1989, and
                 Exhibit 1 to Amendment No. 2 to Form 8-A, filed June 9,
                 1994.

        4.6      Jacobson Stock Option Plan of 1994, incorporated by
                 reference to Exhibit A to the Registrant's Proxy Statement
                 in connection with the Annual Meeting of Shareholders held
                 May 26, 1994.

                                     -3-

<PAGE>

        4.7      First Amendment to Jacobson Stock Option Plan of 1994,
                 incorporated by reference to Exhibit 10(m) to the
                 Registrant's Annual Report on Form 10-K for the fiscal year
                 ended January 27, 1996.

        4.8      Second Amendment to Jacobson Stock Option Plan of 1994,
                 incorporated by reference to Exhibit 10(b) to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended July 26, 1997.

        4.9      Third Amendment to Jacobson Stock Option Plan of 1994,
                 incorporated by reference to Exhibit A to the Registrant's
                 Proxy Statement in connection with the Annual Meeting of
                 Shareholders held May 28, 1998.

        4.10     Form of Incentive Stock Option Agreement, incorporated by
                 reference to Exhibit 4(b) to the Registrant's Registration
                 Statement on Form S-8 (file no. 33-53469) filed May 5, 1994.

        4.11     Form of Non-Statutory Employee Option Agreement,
                 incorporated by reference to Exhibit 4(c) to the
                 Registrant's Registration Statement on Form S-8 (file no.
                 33-53469) filed May 5, 1994.

        4.12     Form of Director Option Agreement, incorporated by reference
                 to Exhibit 4(d) to the Registrant's Registration Statement
                 on Form S-8 (file no. 33-53469) filed May 5, 1994.

        5.1      Opinion of Honigman Miller Schwartz and Cohn.

        23.1     Consent of Arthur Andersen LLP.

        23.2     Consent of Honigman Miller Schwartz and Cohn (included in
                 the opinion filed as Exhibit 5.1 to this Registration
                 Statement).

        24.1     Powers of Attorney (included after the signature of the
                 Registrant contained on page 7 of this Registration
                 Statement).

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;

                                     -4-

<PAGE>
                          (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
                          end 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 a 20% change in the maximum
                          aggregate offering price set forth in the
                          "Calculation of Registration Fee" table in the
                          effective registration statement;

                          (iii) To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the Registration Statement or any
                          material change to such information in the
                          Registration Statement;

                          Provided, however, that paragraphs (a)(1)(i) and
                 (a)(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 Section 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.

        (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.


                                     -5-

<PAGE>


        (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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                   EXPERTS

        The financial statements incorporated in this Registration Statement
and in the prospectus related to this Registration Statement by reference
from the Company's Annual Report on Form 10-K have been audited by Arthur
Andersen LLP, independent auditors, as stated in their report, which is
incorporated in this Registration Statement and such prospectus by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.



                                     -6-


<PAGE>



                                  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 City of Jackson, State of Michigan, on July
14, 1998.

                                 JACOBSON STORES INC.



                                 By:    /s/ P. Gerald Mills
                                      ---------------------------------------
                                      P. Gerald Mills, Chairman of the Board,
                                      President and Chief Executive Officer


                              POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of JACOBSON STORES INC., a Michigan corporation (the
"Company"), hereby constitutes and appoints P. Gerald Mills, Paul W. Gilbert
and Timothy J. Spalding, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, each with the power of
substitution for him in any and all capacities, with full power and authority
in said attorneys-in-fact and agents and in any one or more of them, to sign,
execute and affix his seal thereto and file the proposed registration
statement on Form S-8 to be filed by the Company under the Securities Act of
1933, as amended, which registration statement relates to the registration
and issuance of the Company's Common Shares, par value $1.00 a share,
pursuant to the Jacobson Stock Option Plan of 1994, and any of the documents
relating to such registration statement; any and all amendments to such
registration statement, including any amendment thereto changing the amount
of securities for which registration is being sought, and any post-effective
amendment, with all exhibits and any and all documents required to be filed
with respect thereto with any regulatory authority; granting unto said
attorneys, and each of them, 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 in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.


                                     -7-

<PAGE>



Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.

<TABLE>
<CAPTION>
              Signature                                      Title                            Date
              ---------                                      -----                            ----
<S>                                        <C>                                         <C>
  /s/      P. Gerald Mills                   Chairman of the Board, President and      July 14, 1998
------------------------------------         Chief Executive Officer, and Director   
           P. Gerald Mills                       (Principal Executive Officer)       

  /s/       Paul W. Gilbert                Vice Chairman of the Board, and Director    July 14, 1998
------------------------------------             (Principal Financial Officer)
           Paul W. Gilbert

  /s/    Timothy J. Spalding                     Vice President and Controller         July 14, 1998
------------------------------------            (Principal Accounting Officer)
         Timothy J. Spalding        

  /s/     Herbert S. Amster
------------------------------------                       Director                    July 14, 1998
          Herbert S. Amster

  /s/  Herman S. Kohlmeyer, Jr.                            Director                    July 14, 1998
------------------------------------
       Herman S. Kohlmeyer, Jr.

  /s/   Kathleen McCree Lewis                              Director                    July 14, 1998
------------------------------------
        Kathleen McCree Lewis

  /s/    Michael T. Monahan                                Director                    July 14, 1998
------------------------------------
         Michael T. Monahan

  /s/      Philip H. Power                                 Director                    July 14, 1998
------------------------------------
           Philip H. Power

  /s/     Mark K. Rosenfeld                                Director                    July 14, 1998
------------------------------------
          Mark K. Rosenfeld

  /s/    Richard Z. Rosenfeld                              Director                    July 14, 1998
------------------------------------
         Richard Z. Rosenfeld

  /s/    Robert L. Rosenfeld
------------------------------------                       Director                    July 14, 1998
         Robert L. Rosenfeld

  /s/     James L. Wolohan                                 Director                    July 14, 1998
------------------------------------
          James L. Wolohan


                                     -8-

<PAGE>
                              INDEX TO EXHIBITS



</TABLE>
<TABLE>
<CAPTION>
Exhibit
Number                      Description                                             Page
-------                     -----------                                             ----
<S>       <C>                                                                        <C>
4.1       Restated Articles of Incorporation, Jacobson Stores Inc., as               N/A
          amended and restated May 25, 1989, incorporated by reference to
          Exhibit 19(a) to the Registrant's Quarterly Report on Form 10-Q for
          the quarter ended April 29, 1989.

4.2       Certificate of Designation, Preferences and Rights of Preferred            N/A
          Stock of Jacobson Stores Inc., incorporated by reference to Exhibit
          3(a) to the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended October 29, 1988.

4.3       Bylaws, Jacobson Stores Inc., as amended November 20, 1997,                N/A
          incorporated by reference to Exhibit. 3(ii) to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended October 25,
          1997.

4.4       Election under Section 780, Michigan Business Corporation Act,             N/A
          incorporated by reference to Exhibit 28 to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended October 27,
          1984.

4.5       Rights Agreement dated as of October 4, 1988 between Jacobson              N/A
          Stores Inc. and Manufacturers National Bank of Detroit, as Rights
          Agent; Change of Rights Agent, effective June 1, 1989; Change of
          Rights Agent, effective May 31, 1994, incorporated by reference to
          Exhibit I to Form 8-A and Exhibit 4 to Form 8-K, filed October 7,
          1988, and Exhibit I to Amendment No. 1 to Form 8-A, filed May 16,
          1989, and Exhibit 1 to Amendment No. 2 to Form 8-A, filed June 9,
          1994.

4.6       Jacobson Stock Option Plan of 1994, incorporated by reference to           N/A
          Exhibit A to the Registrant's Proxy Statement in connection with
          the Annual Meeting of Shareholders held May 26, 1994.

4.7       First Amendment to Jacobson Stock Option Plan of 1994, incorporated        N/A
          by reference to Exhibit 10(m) to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended January 27, 1996.


                                     -9-

<PAGE>
<CAPTION>
Exhibit
Number                      Description                                             Page
-------                     -----------                                             ----
<S>       <C>                                                                        <C>
4.8       Second Amendment to Jacobson Stock Option Plan of 1994,                    N/A
          incorporated by reference to Exhibit 10(b) to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended July 26, 1997.

4.9       Third Amendment to Jacobson Stock Option Plan of 1994, incorporated        N/A
          by reference to Exhibit A to the Registrant's Proxy Statement in
          connection with the Annual Meeting of Shareholders held May 28,
          1998.

4.10      Form of Incentive Stock Option Agreement, incorporated by reference        N/A
          to Exhibit 4(b) to the Registrant's Registration Statement on Form
          S-8 (file no. 33-53469) filed May 5, 1994.

4.11      Form of Non-Statutory Employee Option Agreement, incorporated by           N/A
          reference to Exhibit 4(c) to the Registrant's Registration
          Statement on Form S-8 (file no. 33-53469) filed May 5, 1994.

4.12      Form of Director Option Agreement, incorporated by reference to            N/A
          Exhibit 4(d) to the Registrant's Registration Statement on Form S-8
          (file no. 33-53469) filed May 5, 1994.

5.1       Opinion of Honigman Miller Schwartz and Cohn.                              -11-

23.1      Consent of Arthur Andersen LLP.                                            -12-

23.2      Consent of Honigman Miller Schwartz and Cohn (included in the              -11-
          opinion filed as Exhibit 5.1 to this Registration Statement).

24.1      Powers of Attorney (included after the signature of the Registrant         -7-
          contained on page -7- of this Registration Statement).


                                    -10-


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26176}]
{"company-data": {"conformed-name": "JACOBSON STORES INC", "cik": "0000053025", "assigned-sic": "5311", "irs-number": "380686330", "state-of-incorporation": "MI", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59031", "film-number": "98665619"}, "business-address": {"street1": "3333 SARGENT RD", "city": "JACKSON", "state": "MS", "zip": "49201", "phone": "5177646400"}, "mail-address": {"street1": "3333 SARGENT ROAD", "street2": "3333 SARGENT ROAD", "city": "JACKSON", "state": "MS", "zip": "49201"}}
As filed with the Securities and Exchange Commission on July 14, 1998
                                                   Registration No. 333-______
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                             JACOBSON STORES INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                Michigan                                   38-0686330
     -------------------------------                   -------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

  3333 Sargent Road, Jackson, Michigan                     49201-8847
----------------------------------------                   ----------
(Address of Principal Executive Offices)                   (Zip Code)

                      JACOBSON STOCK OPTION PLAN OF 1994
            ------------------------------------------------------
                           (Full title of the plan)

                               PAUL W. GILBERT
                          Vice Chairman of the Board
                             Jacobson Stores Inc.
                              3333 Sargent Road
                         Jackson, Michigan 49201-8847
                   ---------------------------------------
                   (Name and address of agent for service)

                                (517) 764-6400
        -------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                       Calculation of Registration Fee
==============================================================================================
                                                               Proposed
                                           Proposed            maximum
Title of securities    Amount to be    maximum offering   aggregate offering      Amount of
 to be registered       registered      price per share          price        registration fee
-------------------    ------------    ----------------   ------------------  ----------------
Common Shares (1)     500,000 shares       14.875 (2)          $7,437,500         $2,194.06
----------------------------------------------------------------------------------------------
(1)    $1.00 par value per share (the "Common Shares").
(2)    Calculated pursuant to Rule 457(h) solely for the purpose of computing
       the registration fee and based on the average of the high and low
       prices of the Common Shares, as quoted on The Nasdaq National Market,
       on July 9, 1998.
Page -1- of -12- Pages
                    Exhibit Index is on Pages -9- to -10-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The documents listed below are incorporated by reference in this
registration statement:

        1. The Annual Report of Jacobson Stores Inc. (the "Registrant") on
        Form 10-K for the fiscal year ended January 31, 1998 as filed with
        the Securities and Exchange Commission (the "Commission") pursuant to
        the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        2. The Quarterly Report of the Registrant on Form 10-Q for the fiscal
        quarter ended May 2, 1998 as filed with the Commission pursuant to
        the Exchange Act.

        3. All other reports filed by the Registrant pursuant to Section
        13(a) or 15(d) of the Exchange Act since the end of the fiscal year
        ended January 31, 1998.

        4. The description of the Registrant's Common Shares contained in the
        Registration Statement on Form 8-A, filed with the Commission on May
        22, 1972, Commission File No. 0-6319, to register such Common Shares
        under the Exchange Act, including any amendment or report filed for
        the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof 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.

        The Registrant's Restated Articles of Incorporation ("Articles")
provide that to the fullest extent permitted by the Michigan Business
Corporation Act ("BCA"), as it exists or as it may hereafter be amended, no
director of the Registrant shall be personally liable to the Registrant or
its shareholders for monetary damages for any breach of the director's
fiduciary duty. Under the BCA, directors continue to have personal liability
for certain types of wrongful conduct.

                                     -2-
The Articles require the Registrant to indemnify each of its
directors and executive officers to the fullest extent now or hereafter
permitted by law in connection with any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding arising out of his
or her service to the Registrant or a subsidiary. The Articles also authorize
indemnification of persons other than directors and executive officers, as
determined by the Board of Directors. The Registrant maintains director and
officer liability insurance, and has entered into indemnification agreements
with each of its directors and officers. The indemnification agreements
provide for indemnification of the director or officer to the fullest extent
permitted by any present or future law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4.1      Restated Articles of Incorporation, Jacobson Stores Inc., as
                 amended and restated May 25, 1989, incorporated by reference
                 to Exhibit 19(a) to the Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended April 29, 1989.

        4.2      Certificate of Designation, Preferences and Rights of
                 Preferred Stock of Jacobson Stores Inc., incorporated by
                 reference to Exhibit 3(a) to the Registrant's Quarterly
                 Report on Form 10-Q for the quarter ended October 29, 1988.

        4.3      Bylaws, Jacobson Stores Inc., as amended November 20, 1997,
                 incorporated by reference to Exhibit 3(ii) to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended October 25, 1997.

        4.4      Election under Section 780, Michigan Business Corporation
                 Act, incorporated by reference to Exhibit 28 to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended October 27, 1984.

        4.5      Rights Agreement dated as of October 4, 1988 between
                 Jacobson Stores Inc. and Manufacturers National Bank of
                 Detroit, as Rights Agent; Change of Rights Agent, effective
                 June 1, 1989; Change of Rights Agent, effective May 31,
                 1994, incorporated by reference to Exhibit I to Form 8-A and
                 Exhibit 4 to Form 8-K, filed October 7, 1988, and Exhibit I
                 to Amendment No. 1 to Form 8-A, filed May 16, 1989, and
                 Exhibit 1 to Amendment No. 2 to Form 8-A, filed June 9,
                 1994.

        4.6      Jacobson Stock Option Plan of 1994, incorporated by
                 reference to Exhibit A to the Registrant's Proxy Statement
                 in connection with the Annual Meeting of Shareholders held
                 May 26, 1994.

                                     -3-
4.7      First Amendment to Jacobson Stock Option Plan of 1994,
                 incorporated by reference to Exhibit 10(m) to the
                 Registrant's Annual Report on Form 10-K for the fiscal year
                 ended January 27, 1996.

        4.8      Second Amendment to Jacobson Stock Option Plan of 1994,
                 incorporated by reference to Exhibit 10(b) to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended July 26, 1997.

        4.9      Third Amendment to Jacobson Stock Option Plan of 1994,
                 incorporated by reference to Exhibit A to the Registrant's
                 Proxy Statement in connection with the Annual Meeting of
                 Shareholders held May 28, 1998.

        4.10     Form of Incentive Stock Option Agreement, incorporated by
                 reference to Exhibit 4(b) to the Registrant's Registration
                 Statement on Form S-8 (file no. 33-53469) filed May 5, 1994.

        4.11     Form of Non-Statutory Employee Option Agreement,
                 incorporated by reference to Exhibit 4(c) to the
                 Registrant's Registration Statement on Form S-8 (file no.
                 33-53469) filed May 5, 1994.

        4.12     Form of Director Option Agreement, incorporated by reference
                 to Exhibit 4(d) to the Registrant's Registration Statement
                 on Form S-8 (file no. 33-53469) filed May 5, 1994.

        5.1      Opinion of Honigman Miller Schwartz and Cohn.

        23.1     Consent of Arthur Andersen LLP.

        23.2     Consent of Honigman Miller Schwartz and Cohn (included in
                 the opinion filed as Exhibit 5.1 to this Registration
                 Statement).

        24.1     Powers of Attorney (included after the signature of the
                 Registrant contained on page 7 of this Registration
                 Statement).

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;

                                     -4-
(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
                          end 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 a 20% change in the maximum
                          aggregate offering price set forth in the
                          "Calculation of Registration Fee" table in the
                          effective registration statement;

                          (iii) To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the Registration Statement or any
                          material change to such information in the
                          Registration Statement;

                          Provided, however, that paragraphs (a)(1)(i) and
                 (a)(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 Section 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.

        (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                     -5-
(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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                   EXPERTS

        The financial statements incorporated in this Registration Statement
and in the prospectus related to this Registration Statement by reference
from the Company's Annual Report on Form 10-K have been audited by Arthur
Andersen LLP, independent auditors, as stated in their report, which is
incorporated in this Registration Statement and such prospectus by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

                                     -6-
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 City of Jackson, State of Michigan, on July
14, 1998.

                                 JACOBSON STORES INC.

                                 By:    /s/ P. Gerald Mills
                                      ---------------------------------------
                                      P. Gerald Mills, Chairman of the Board,
                                      President and Chief Executive Officer

                              POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of JACOBSON STORES INC., a Michigan corporation (the
"Company"), hereby constitutes and appoints P. Gerald Mills, Paul W. Gilbert
and Timothy J. Spalding, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, each with the power of
substitution for him in any and all capacities, with full power and authority
in said attorneys-in-fact and agents and in any one or more of them, to sign,
execute and affix his seal thereto and file the proposed registration
statement on Form S-8 to be filed by the Company under the Securities Act of
1933, as amended, which registration statement relates to the registration
and issuance of the Company's Common Shares, par value $1.00 a share,
pursuant to the Jacobson Stock Option Plan of 1994, and any of the documents
relating to such registration statement; any and all amendments to such
registration statement, including any amendment thereto changing the amount
of securities for which registration is being sought, and any post-effective
amendment, with all exhibits and any and all documents required to be filed
with respect thereto with any regulatory authority; granting unto said
attorneys, and each of them, 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 in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.

                                     -7-
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Signature                                      Title                            Date
              ---------                                      -----                            ----
/s/      P. Gerald Mills                   Chairman of the Board, President and      July 14, 1998
------------------------------------         Chief Executive Officer, and Director   
           P. Gerald Mills                       (Principal Executive Officer)       

  /s/       Paul W. Gilbert                Vice Chairman of the Board, and Director    July 14, 1998
------------------------------------             (Principal Financial Officer)
           Paul W. Gilbert

  /s/    Timothy J. Spalding                     Vice President and Controller         July 14, 1998
------------------------------------            (Principal Accounting Officer)
         Timothy J. Spalding        

  /s/     Herbert S. Amster
------------------------------------                       Director                    July 14, 1998
          Herbert S. Amster

  /s/  Herman S. Kohlmeyer, Jr.                            Director                    July 14, 1998
------------------------------------
       Herman S. Kohlmeyer, Jr.

  /s/   Kathleen McCree Lewis                              Director                    July 14, 1998
------------------------------------
        Kathleen McCree Lewis

  /s/    Michael T. Monahan                                Director                    July 14, 1998
------------------------------------
         Michael T. Monahan

  /s/      Philip H. Power                                 Director                    July 14, 1998
------------------------------------
           Philip H. Power

  /s/     Mark K. Rosenfeld                                Director                    July 14, 1998
------------------------------------
          Mark K. Rosenfeld

  /s/    Richard Z. Rosenfeld                              Director                    July 14, 1998
------------------------------------
         Richard Z. Rosenfeld

  /s/    Robert L. Rosenfeld
------------------------------------                       Director                    July 14, 1998
         Robert L. Rosenfeld

  /s/     James L. Wolohan                                 Director                    July 14, 1998
------------------------------------
          James L. Wolohan

                                     -8-
INDEX TO EXHIBITS
Exhibit
Number                      Description                                             Page
-------                     -----------                                             ----
4.1       Restated Articles of Incorporation, Jacobson Stores Inc., as               N/A
          amended and restated May 25, 1989, incorporated by reference to
          Exhibit 19(a) to the Registrant's Quarterly Report on Form 10-Q for
          the quarter ended April 29, 1989.

4.2       Certificate of Designation, Preferences and Rights of Preferred            N/A
          Stock of Jacobson Stores Inc., incorporated by reference to Exhibit
          3(a) to the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended October 29, 1988.

4.3       Bylaws, Jacobson Stores Inc., as amended November 20, 1997,                N/A
          incorporated by reference to Exhibit. 3(ii) to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended October 25,
          1997.

4.4       Election under Section 780, Michigan Business Corporation Act,             N/A
          incorporated by reference to Exhibit 28 to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended October 27,
          1984.

4.5       Rights Agreement dated as of October 4, 1988 between Jacobson              N/A
          Stores Inc. and Manufacturers National Bank of Detroit, as Rights
          Agent; Change of Rights Agent, effective June 1, 1989; Change of
          Rights Agent, effective May 31, 1994, incorporated by reference to
          Exhibit I to Form 8-A and Exhibit 4 to Form 8-K, filed October 7,
          1988, and Exhibit I to Amendment No. 1 to Form 8-A, filed May 16,
          1989, and Exhibit 1 to Amendment No. 2 to Form 8-A, filed June 9,
          1994.

4.6       Jacobson Stock Option Plan of 1994, incorporated by reference to           N/A
          Exhibit A to the Registrant's Proxy Statement in connection with
          the Annual Meeting of Shareholders held May 26, 1994.

4.7       First Amendment to Jacobson Stock Option Plan of 1994, incorporated        N/A
          by reference to Exhibit 10(m) to the Registrant's Annual Report on
          Form 10-K for the fiscal year ended January 27, 1996.

                                     -9-
Exhibit
Number                      Description                                             Page
-------                     -----------                                             ----
4.8       Second Amendment to Jacobson Stock Option Plan of 1994,                    N/A
          incorporated by reference to Exhibit 10(b) to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended July 26, 1997.

4.9       Third Amendment to Jacobson Stock Option Plan of 1994, incorporated        N/A
          by reference to Exhibit A to the Registrant's Proxy Statement in
          connection with the Annual Meeting of Shareholders held May 28,
          1998.

4.10      Form of Incentive Stock Option Agreement, incorporated by reference        N/A
          to Exhibit 4(b) to the Registrant's Registration Statement on Form
          S-8 (file no. 33-53469) filed May 5, 1994.

4.11      Form of Non-Statutory Employee Option Agreement, incorporated by           N/A
          reference to Exhibit 4(c) to the Registrant's Registration
          Statement on Form S-8 (file no. 33-53469) filed May 5, 1994.

4.12      Form of Director Option Agreement, incorporated by reference to            N/A
          Exhibit 4(d) to the Registrant's Registration Statement on Form S-8
          (file no. 33-53469) filed May 5, 1994.

5.1       Opinion of Honigman Miller Schwartz and Cohn.                              -11-

23.1      Consent of Arthur Andersen LLP.                                            -12-

23.2      Consent of Honigman Miller Schwartz and Cohn (included in the              -11-
          opinion filed as Exhibit 5.1 to this Registration Statement).

24.1      Powers of Attorney (included after the signature of the Registrant         -7-
          contained on page -7- of this Registration Statement).

                                    -10-