<PAGE>   1
                                                           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)

<TABLE>
<S>                                       <C>
         Pennsylvania                                23-2835229
   (State of incorporation)               (I.R.S. Employer Identification No.)
</TABLE>

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

                            THE BON-TON STORES, INC.
                     PROFIT SHARING/RETIREMENT SAVINGS 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, 22nd Floor
                           Philadelphia, PA 19103-2097
                                 (215) 977-2000
<PAGE>   2
                         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)(2)            Per Share(3)           Offering Price               Fee
      ----------                 ----------------            ------------           --------------               ---
<S>                              <C>                        <C>                     <C>                      <C>
    Common Stock,                 900,000 shares               $   2.87               $2,583,000               $ 645.75
   $0.01 par value
</TABLE>



(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         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)      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to The Bon-Ton Stores, Inc.
         Profit Sharing/Retirement Savings Plan.

(3)      Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of
         1933, as amended, represents the average of the high and low prices for
         the Common Stock on July 9, 2001, as reported in The Nasdaq National
         Market.
<PAGE>   3
                                     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:

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 3, 2001.

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
May 5, 2001.

         3. The description of the Registrant's shares of Common Stock, $0.01
par value (the "Common Stock"), contained in the Registration Statement on Form
8-A dated September 11, 1991, as amended by Form 8 dated September 16, 1991,
filed by the Registrant to register such securities under the Securities
Exchange Act of 1934, including all amendments and reports filed for the purpose
of updating such description.

         4. The Annual Report on Form 11-K for the year ended December 31, 2000,
filed with respect to The Bon-Ton Stores, Inc. Profit Sharing/Retirement Savings
Plan (the "Plan").

                  All documents filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered 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.

         Not Applicable.


                                      II-1
<PAGE>   4
Item 6. Indemnification of Directors and Officers.

         Subchapter D (Sections 1741 through 1750) of Chapter 17 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 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 Section
1741 or 1742.

         Section 1744 provides that unless ordered by a court, any
indemnification under Section 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.


                                      II-2
<PAGE>   5
         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 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 Corporation 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.


                                      II-3
<PAGE>   6
         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.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

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


<TABLE>
<CAPTION>
                          Exhibit No.
                          -----------
<S>                                                  <C>
                              4.1                    Articles of Incorporation of The Bon-Ton Stores, Inc.
                                                     (incorporated by reference to Exhibit 3.1 to the Report on
                                                     Form 8-B, File No. 0-19517).

                              4.2                    Bylaws of The Bon-Ton Stores, Inc. (incorporated by
                                                     reference to Exhibit 3.2 to the Report on Form 8-B, File
                                                     No. 0-19517).
</TABLE>


                                      II-4
<PAGE>   7
<TABLE>
<S>                                                  <C>
                              4.3                    The Bon-Ton Stores, Inc. Profit Sharing/Retirement
                                                     Savings Plan (Amended and Restated Effective July 1,
                                                     1994)

                              4.4                    Amendment No. 1 to the Plan dated June 23, 1995.

                              4.5                    Amendment No. 2 to the Plan dated October 1, 1995.

                              4.6                    Amendment No. 3 to the Plan dated February 3, 1997.

                              4.7                    Amendment No. 4 to the Plan dated June 17, 1997.

                              4.8                    Amendment No. 5 to the Plan dated July 7, 1998.

                              4.9                    Amendment No. 6 to the Plan dated June 30, 1999.

                              5.1                    Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.

                              5.2                    Internal Revenue Service Determination Letter
                                                     (incorporated by reference to Exhibit 5.1 to Form S-8 filed
                                                     September 30, 1997 regarding the Plan).

                             23.1                    Consent of Arthur Andersen LLP, independent public
                                                     accountants.

                             23.2                    Consent of Wolf, Block, Schorr and Solis-Cohen LLP
                                                     (contained in Exhibit 5.1).

                               24                    Power of Attorney (included on signature page of the
                                                     Registration Statement).
</TABLE>

The Plan has been amended subsequent to the filing of the Internal Revenue
Service ("IRS") Determination Letter referenced in Exhibit 5.2, which letter was
applicable to Plan amendments adopted on December 29, 1994, and made effective
as of July 1, 1994. The Registrant hereby undertakes to submit an amended and
restated Plan incorporating amendments subsequent to December 29, 1994 to the
IRS in a timely manner and make all changes required by the IRS in order to
qualify the amended and restated Plan.

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:


                                      II-5
<PAGE>   8
                  (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 is registered) and any deviation from the low or high 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;

                  (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 (l)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 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 15(d) of the Securities Exchange Act
of 1934 (and each filing of the 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,


                                      II-6
<PAGE>   9
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.



                                      II-7
<PAGE>   10
                        SIGNATURES AND POWER OF ATTORNEY

         The Registrant. 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 York, Pennsylvania, on July 13, 2001.

                                        THE BON-TON STORES, INC.


                                        By:     /s/ Tim Grumbacher
                                            --------------------------------
                                                Tim Grumbacher
                                                Chairman of the Board and
                                                Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Tim Grumbacher and Michael L.
Gleim 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, 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
agent 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 agent, 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 below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
     Signature                                      Title                                        Date
     ---------                                      -----                                        ----

<S>                                       <C>                                               <C>
/s/ Tim Grumbacher                        Chairman of the Board,                            July 13, 2001
--------------------                      Chief Executive Officer
Tim Grumbacher                            and Director
                                          (Principal Executive Officer)



/s/ Michael L. Gleim                      Vice Chairman, Chief Operating                    July 13, 2001
--------------------                      Officer and Director
Michael L. Gleim
</TABLE>
<PAGE>   11
<TABLE>
<CAPTION>
     Signature                                      Title                                        Date
     ---------                                      -----                                        ----
<S>                                       <C>                                               <C>

-----------------------                   Director                                          June ___, 2001
Samuel J. Gerson



/s/ Lawrence J. Ring                      Director                                          July 13, 2001
-----------------------
Lawrence J. Ring



                                          Director                                          June ___, 2001
-----------------------
Robert C. Siegel



/s/ Leon D. Starr                         Director                                          July 13, 2001
-----------------------
Leon D. Starr



/s/ Frank Tworecke                        Vice Chairman, Chief                              July 13, 2001
-----------------------                   Merchandising Officer and Director
Frank Tworecke



/s/ Leon F. Winbigler                     Director                                          July 13, 2001
-----------------------
Leon F. Winbigler



-----------------------                   Director                                          June ___, 2001
Thomas W. Wolf



/s/ James H. Baireuther                   Executive Vice President and                      July 13, 2001
-----------------------                   Chief Financial Officer
James H. Baireuther                       (Principal Financial and
                                          Accounting Officer)

</TABLE>
<PAGE>   12
         The Plan. Pursuant to the requirements of the Securities Act of 1933,
The Bon-Ton Stores, Inc. Profit Sharing/Retirement Savings Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in York, Pennsylvania, on July 13, 2001.

                          THE BON-TON STORES, INC. PROFIT SHARING/
                          RETIREMENT SAVINGS PLAN

                          By:         The Bon-Ton Stores, Inc.


                          By:         /s/ Tim Grumbacher
                                      ----------------------------
                                      Tim Grumbacher
                                      Chairman of the Board and
                                      Chief Executive Officer
<PAGE>   13
                            THE BON-TON STORES, INC.
                     PROFIT SHARING/RETIREMENT SAVINGS PLAN

                       REGISTRATION STATEMENT ON FORM S-8


                                  EXHIBIT INDEX




<TABLE>
<CAPTION>
Exhibit No.
-----------

<S>                          <C>
4.1                          Articles of Incorporation of The Bon-Ton Stores, Inc. (incorporated by
                             reference to Exhibit 3.1 to the Report on Form 8-B, File No. 0-19517).

4.2                          Bylaws of The Bon-Ton Stores, Inc. (incorporated by reference to Exhibit 3.2
                             to the Report on Form 8-B, File No. 0-19517).

4.3                          The Bon-Ton Stores, Inc. Profit Sharing/Retirement Savings Plan (Amended
                             and Restated Effective July 1, 1994) (the "Plan").

4.4                          Amendment No. 1 to the Plan dated June 23, 1995.

4.5                          Amendment No. 2 to the Plan dated October 1, 1995.

4.6                          Amendment No. 3 to the Plan dated February 3, 1997.

4.7                          Amendment No. 4 to the Plan dated June 17, 1997.

4.8                          Amendment No. 5 to the Plan dated July 7, 1998.

4.9                          Amendment No. 6 to the Plan dated June 30, 1999.

5.1                          Opinion of Wolf, Block, Schorr and Solis-Cohen LLP regarding legality.

5.2                          Internal Revenue Service Determination Letter (incorporated by reference to
                             Exhibit 5.1 to Form S-8 filed September 30, 1997 regarding the The Bon-Ton
                             Stores, Inc. Profit Sharing/Retirement Savings Plan).

23.1                         Consent of Arthur Andersen LLP, independent public accountants.

23.2                         Consent of Wolf, Block, Schorr and Solis-Cohen LLP(contained in Exhibit 5.1).

24                           Power of Attorney (included on signature page of the Registration Statement).
</TABLE>
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{"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": "333-65120", "film-number": "1681150"}, "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"}}
1
                                                           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 of incorporation)               (I.R.S. Employer Identification No.)
2801 East Market Street, York, Pennsylvania 17402
               (Address of principal executive offices) (Zip Code)

                            THE BON-TON STORES, INC.
                     PROFIT SHARING/RETIREMENT SAVINGS 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, 22nd Floor
                           Philadelphia, PA 19103-2097
                                 (215) 977-2000
2
                         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)(2)            Per Share(3)           Offering Price               Fee
      ----------                 ----------------            ------------           --------------               ---
Common Stock,                 900,000 shares               $   2.87               $2,583,000               $ 645.75
   $0.01 par value
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         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)      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to The Bon-Ton Stores, Inc.
         Profit Sharing/Retirement Savings Plan.

(3)      Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of
         1933, as amended, represents the average of the high and low prices for
         the Common Stock on July 9, 2001, as reported in The Nasdaq National
         Market.
3
                                     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:

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 3, 2001.

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
May 5, 2001.

         3. The description of the Registrant's shares of Common Stock, $0.01
par value (the "Common Stock"), contained in the Registration Statement on Form
8-A dated September 11, 1991, as amended by Form 8 dated September 16, 1991,
filed by the Registrant to register such securities under the Securities
Exchange Act of 1934, including all amendments and reports filed for the purpose
of updating such description.

         4. The Annual Report on Form 11-K for the year ended December 31, 2000,
filed with respect to The Bon-Ton Stores, Inc. Profit Sharing/Retirement Savings
Plan (the "Plan").

                  All documents filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered 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.

         Not Applicable.

                                      II-1
4
Item 6. Indemnification of Directors and Officers.

         Subchapter D (Sections 1741 through 1750) of Chapter 17 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 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 Section
1741 or 1742.

         Section 1744 provides that unless ordered by a court, any
indemnification under Section 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.

                                      II-2
5
         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 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 Corporation 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.

                                      II-3
6
         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.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following Exhibits are filed as part of this Registration
         Statement:
Exhibit No.
                          -----------
4.1                    Articles of Incorporation of The Bon-Ton Stores, Inc.
                                                     (incorporated by reference to Exhibit 3.1 to the Report on
                                                     Form 8-B, File No. 0-19517).

                              4.2                    Bylaws of The Bon-Ton Stores, Inc. (incorporated by
                                                     reference to Exhibit 3.2 to the Report on Form 8-B, File
                                                     No. 0-19517).
II-4
7
4.3                    The Bon-Ton Stores, Inc. Profit Sharing/Retirement
                                                     Savings Plan (Amended and Restated Effective July 1,
                                                     1994)

                              4.4                    Amendment No. 1 to the Plan dated June 23, 1995.

                              4.5                    Amendment No. 2 to the Plan dated October 1, 1995.

                              4.6                    Amendment No. 3 to the Plan dated February 3, 1997.

                              4.7                    Amendment No. 4 to the Plan dated June 17, 1997.

                              4.8                    Amendment No. 5 to the Plan dated July 7, 1998.

                              4.9                    Amendment No. 6 to the Plan dated June 30, 1999.

                              5.1                    Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.

                              5.2                    Internal Revenue Service Determination Letter
                                                     (incorporated by reference to Exhibit 5.1 to Form S-8 filed
                                                     September 30, 1997 regarding the Plan).

                             23.1                    Consent of Arthur Andersen LLP, independent public
                                                     accountants.

                             23.2                    Consent of Wolf, Block, Schorr and Solis-Cohen LLP
                                                     (contained in Exhibit 5.1).

                               24                    Power of Attorney (included on signature page of the
                                                     Registration Statement).
The Plan has been amended subsequent to the filing of the Internal Revenue
Service ("IRS") Determination Letter referenced in Exhibit 5.2, which letter was
applicable to Plan amendments adopted on December 29, 1994, and made effective
as of July 1, 1994. The Registrant hereby undertakes to submit an amended and
restated Plan incorporating amendments subsequent to December 29, 1994 to the
IRS in a timely manner and make all changes required by the IRS in order to
qualify the amended and restated Plan.

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:

                                      II-5
8
                  (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 is registered) and any deviation from the low or high 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;

                  (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 (l)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 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 15(d) of the Securities Exchange Act
of 1934 (and each filing of the 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,

                                      II-6
9
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.

                                      II-7
10
                        SIGNATURES AND POWER OF ATTORNEY

         The Registrant. 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 York, Pennsylvania, on July 13, 2001.

                                        THE BON-TON STORES, INC.

                                        By:     /s/ Tim Grumbacher
                                            --------------------------------
                                                Tim Grumbacher
                                                Chairman of the Board and
                                                Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Tim Grumbacher and Michael L.
Gleim 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, 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
agent 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 agent, 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 below by the following persons in the
capacities and on the dates indicated.
Signature                                      Title                                        Date
     ---------                                      -----                                        ----
/s/ Tim Grumbacher                        Chairman of the Board,                            July 13, 2001
--------------------                      Chief Executive Officer
Tim Grumbacher                            and Director
                                          (Principal Executive Officer)

/s/ Michael L. Gleim                      Vice Chairman, Chief Operating                    July 13, 2001
--------------------                      Officer and Director
Michael L. Gleim
11
Signature                                      Title                                        Date
     ---------                                      -----                                        ----
-----------------------                   Director                                          June ___, 2001
Samuel J. Gerson

/s/ Lawrence J. Ring                      Director                                          July 13, 2001
-----------------------
Lawrence J. Ring

                                          Director                                          June ___, 2001
-----------------------
Robert C. Siegel

/s/ Leon D. Starr                         Director                                          July 13, 2001
-----------------------
Leon D. Starr

/s/ Frank Tworecke                        Vice Chairman, Chief                              July 13, 2001
-----------------------                   Merchandising Officer and Director
Frank Tworecke

/s/ Leon F. Winbigler                     Director                                          July 13, 2001
-----------------------
Leon F. Winbigler

-----------------------                   Director                                          June ___, 2001
Thomas W. Wolf

/s/ James H. Baireuther                   Executive Vice President and                      July 13, 2001
-----------------------                   Chief Financial Officer
James H. Baireuther                       (Principal Financial and
                                          Accounting Officer)
12
         The Plan. Pursuant to the requirements of the Securities Act of 1933,
The Bon-Ton Stores, Inc. Profit Sharing/Retirement Savings Plan has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in York, Pennsylvania, on July 13, 2001.

                          THE BON-TON STORES, INC. PROFIT SHARING/
                          RETIREMENT SAVINGS PLAN

                          By:         The Bon-Ton Stores, Inc.

                          By:         /s/ Tim Grumbacher
                                      ----------------------------
                                      Tim Grumbacher
                                      Chairman of the Board and
                                      Chief Executive Officer
13
                            THE BON-TON STORES, INC.
                     PROFIT SHARING/RETIREMENT SAVINGS PLAN

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX
Exhibit No.
-----------
4.1                          Articles of Incorporation of The Bon-Ton Stores, Inc. (incorporated by
                             reference to Exhibit 3.1 to the Report on Form 8-B, File No. 0-19517).

4.2                          Bylaws of The Bon-Ton Stores, Inc. (incorporated by reference to Exhibit 3.2
                             to the Report on Form 8-B, File No. 0-19517).

4.3                          The Bon-Ton Stores, Inc. Profit Sharing/Retirement Savings Plan (Amended
                             and Restated Effective July 1, 1994) (the "Plan").

4.4                          Amendment No. 1 to the Plan dated June 23, 1995.

4.5                          Amendment No. 2 to the Plan dated October 1, 1995.

4.6                          Amendment No. 3 to the Plan dated February 3, 1997.

4.7                          Amendment No. 4 to the Plan dated June 17, 1997.

4.8                          Amendment No. 5 to the Plan dated July 7, 1998.

4.9                          Amendment No. 6 to the Plan dated June 30, 1999.

5.1                          Opinion of Wolf, Block, Schorr and Solis-Cohen LLP regarding legality.

5.2                          Internal Revenue Service Determination Letter (incorporated by reference to
                             Exhibit 5.1 to Form S-8 filed September 30, 1997 regarding the The Bon-Ton
                             Stores, Inc. Profit Sharing/Retirement Savings Plan).

23.1                         Consent of Arthur Andersen LLP, independent public accountants.

23.2                         Consent of Wolf, Block, Schorr and Solis-Cohen LLP(contained in Exhibit 5.1).

24                           Power of Attorney (included on signature page of the Registration Statement).