As filed with the Securities and Exchange Commission on March 19, 1997
                         
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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


                               770 Cochituate Road
                         Framingham, Massachusetts 01701

                  --------------------------------------------
          Address of principal executive offices, including zip code)

           THE TJX COMPANIES, INC. GENERAL SAVINGS/PROFIT SHARING PLAN

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

                            (Full title of the plan)

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

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

 (Name, Address and Telephone Number, including Area Code, of Agent for Service)
<TABLE>

<CAPTION>
                         CALCULATION OF REGISTRATION FEE

<S>                        <C>                   <C>                         <C>                       <C>   

 Title of Securities       Amount to be          Proposed maximum            Proposed maximum          Amount of
 to be registered(1)       registered            offering price              aggregate offering        registration
                                                 per share(2)                price(2)                  fee
Common Stock,
par value $.01             1,000,000 shares      $ 45.75                     $ 45,750,000              $ 13,863.64
</TABLE>

(1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration  statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) The  proposed  maximum  offering  price has been  estimated  solely  for the
    purpose of determining the  registration  fee pursuant to Rule 457(h) on the
    basis of the average of the high and low sale  prices of The TJX  Companies,
    Inc. Common Stock, par value $0.01,  reported on the New York Stock Exchange
    Composite Transactions Tape on March 18, 1997 .
                            
                            Exhibit Index on page 8;
                              Page 1 of 8 pages.

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

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

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

(a)      The Company's Annual Report on Form 10-K for the year ended January 27,
         1996  filed  with  the   Securities   and  Exchange   Commission   (the
         "Commission")  under  Section 13(a) of the  Securities  Exchange Act of
         1934 (the "Exchange Act").

(b)      The Company's  quarterly  report(s) on Form 10-Q for the quarters ended
         April 27,  1996,  July 27,  1996 and  October  26,  1996 filed with the
         Commission pursuant to Section 13(a) of the Exchange Act.

(c)      The Company's Current Reports on Form 8-K dated as of May 24, 1996, 
         June 18, 1996, August 13, 1996, October 18, 1996 and December 9, 1996;

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

(e)      The consolidated financial statements of Marshalls of Roseville, Minn.,
         Inc.  and the  unaudited  pro forma  condensed  consolidated  financial
         statements of the Company set forth in the Company's Amendment No. 1 on
         Form 8-K/A dated November 17, 1995 (filed January 31, 1996).

All  documents  subsequently  filed by the  Registrant  or the Plan  pursuant to
Section 13(a),  Section 13(c),  Section 14 and Section 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this registration statement
that indicates that all securities  offered have been sold or which  deregisters
all securities then remaining  unsold,  shall be deemed  incorporated  herein by
reference from the date of filing of such documents.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action

                                       -2-



<PAGE>

by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  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  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  Section  145 further
provides that a corporation  similarly may indemnify any such person  serving in
any such  capacity who was or is a party or is  threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation  to procure a judgment  in its favor,  against  expenses  (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or  settlement  of such action or suit 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 except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of Chancery  or such other court in which such action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnify  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

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

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

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

         Section 102(b)(7) of the Delaware General  Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that  such  provision  shall  not  eliminate  or limit  the
liability of a director (i) for any breach of the director's duty of

                                       -3-


<PAGE>

loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware  General  Corporation Law (relating
to unlawful  payment of dividend and unlawful stock purchase and  redemption) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit. The Registrant has provided in its Certificate that its directors shall
be exculpated from liability as provided under Delaware law.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Exhibit

4.1      The TJX Companies, Inc. General Savings/Profit Sharing Plan.

4.2      Second  Restated  Certificate  of  Incorporation  filed  June  5,  1985
         (incorporated  by reference  to Exhibit  (3i)(a) of the Form 10-K filed
         for the fiscal year ended January 28, 1995).

4.3      Certificate   of   Amendment   of  Second   Restated   Certificate   of
         Incorporation  filed June 3, 1986 (incorporated by reference to Exhibit
         (3i)(b) of the Form 10-K for the fiscal year ended January 28, 1995).

4.4      Certificate   of   Amendment   of  Second   Restated   Certificate   of
         Incorporation  filed June 2, 1987 (incorporated by reference to Exhibit
         (3i)(c) of the Form 10-K for the fiscal year ended January 28, 1995).

4.5      Certificate   of   Amendment   of  Second   Restated   Certificate   of
         Incorporation filed June 20, 1989 (incorporated by reference to Exhibit
         (3i)(d) of the Form 10-K for the fiscal year ended January 28, 1995).

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

5.1      Opinion of Ropes & Gray.

23.1     Consent of Coopers & Lybrand LLP.

23.2     Consent of KPMG Peat Marwick LLP.

23.3     Consent of Ropes & Gray (included in Exhibit 5).

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

In  lieu of  certain  exhibit  requirements,  the  Company  will  submit  or has
submitted  The TJX  Companies,  Inc.  General  Savings/Profit  Sharing Plan (the
"Plan") and any amendment  thereto to the Internal  Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.

                                       -4-


<PAGE>



Item 9.  Undertakings.
         ------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration statement,
         (i) to include  any  prospectus  required  by Section  10(a)(3)  of the
         Securities Act of 1933,  (ii) to reflect in the prospectus any facts or
         events arising after the effective date of the  registration  statement
         (or  the  most  recent   post-effective   amendment  thereof),   which,
         individually or in the aggregate, represent a fundamental change in the
         information  set  forth in the  registration  statement,  and  (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) shall not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the  registrant  pursuant  to  section  13  or  section  15(d)  of  the
         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 herein,  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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       -5-


<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 Town of Framingham, Commonwealth of Massachusetts.
                                              
                                     THE TJX COMPANIES, INC.

                                     By:/s/ Donald G. Campbell
                                        ----------------------
                                            Donald G. Campbell
                                     Executive Vice President - Finance

Dated: March 18, 1997

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

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


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


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


/s/ Richard G. Lesser                                 /s/ Arthur F. Loewy
---------------------------                           --------------------------
Richard G. Lesser, Director                           Arthur F. Loewy, Director


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


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


/s/ Burton S. Stern                                  /s/ Fletcher H. Wiley
-------------------------                            ---------------------------
Burton S. Stern, Director                            Fletcher H. Wiley, Director

Dated: March 18, 1997


                                       -6-


<PAGE>



         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator of The TJX Companies, Inc. General Savings/Profit Sharing Plan has
duly caused this  registration  statement to be signed on its behalf,  thereunto
duly authorized in the City of Framingham,  The Commonwealth of Massachusetts on
this day of March 18, 1997.

                                                THE TJX COMPANIES, INC. GENERAL
                                                SAVINGS/PROFIT SHARING PLAN


                                                By:/s/ Mark Jacobson
                                                   -----------------------------
                                                Name:  Mark Jacobson
                                                Title: Plan Administrator


                                       -7-


<PAGE>






                                 EXHIBIT INDEX




Number        Title of Exhibit                                       Page
------        ----------------                                       ----

4.1           The TJX Companies, Inc. General Savings/Profit
              Sharings Plan.

4.2           Second Restated Certificate of Incorporation filed 
              June 5, 1985 (incorporated by reference  to Exhibit  
              (3i)(a) of the Form 10-K filed for the fiscal  year 
              ended January 28, 1995).


4.3           Certificate of Amendment of Second Restated  
              Certificate of Incorporation  filed June 3, 1986 
              (incorporated by reference to Exhibit (3i)(b) of the Form 
              10-K for the fiscal year ended January 28, 1995).





4.4           Certificate of Amendment of Second Restated  Certificate of 
              Incorporation  filed June 2, 1987  (incorporated by 
              reference to Exhibit (3i)(c) of the Form 10-K for
              the fiscal year ended January 28, 1995).




4.5           Certificate of Amendment of Second Restated  Certificate of 
              Incorporation  filed June 20, 1989 (incorporated by 
              reference to Exhibit (3i)(d) of the Form 10-K for the fiscal 
              year ended January 28, 1995).





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




5.1           Opinion of Ropes & Gray. 


23.1          Consent of Coopers & Lybrand LLP. 

23.2          Consent of KPMG Peat Marwick LLP. 

23.3          Consent of Ropes & Gray (included in Exhibit 5.1) 


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





                                       -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25448}]
{"company-data": {"conformed-name": "TJX COMPANIES INC /DE/", "cik": "0000109198", "assigned-sic": "5651", "irs-number": "042207613", "state-of-incorporation": "DE", "fiscal-year-end": "0126"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23613", "film-number": "97559502"}, "business-address": {"street1": "770 COCHITUATE RD", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "5083902662"}, "former-company": {"former-conformed-name": "ZAYRE CORP", "date-changed": "19890625"}}
As filed with the Securities and Exchange Commission on March 19, 1997
                         
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                               770 Cochituate Road
                         Framingham, Massachusetts 01701

                  --------------------------------------------
          Address of principal executive offices, including zip code)

           THE TJX COMPANIES, INC. GENERAL SAVINGS/PROFIT SHARING PLAN

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

                            (Full title of the plan)

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

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

 (Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities       Amount to be          Proposed maximum            Proposed maximum          Amount of
 to be registered(1)       registered            offering price              aggregate offering        registration
                                                 per share(2)                price(2)                  fee
Common Stock,
par value $.01             1,000,000 shares      $ 45.75                     $ 45,750,000              $ 13,863.64
(1) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration  statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) The  proposed  maximum  offering  price has been  estimated  solely  for the
    purpose of determining the  registration  fee pursuant to Rule 457(h) on the
    basis of the average of the high and low sale  prices of The TJX  Companies,
    Inc. Common Stock, par value $0.01,  reported on the New York Stock Exchange
    Composite Transactions Tape on March 18, 1997 .
                            
                            Exhibit Index on page 8;
                              Page 1 of 8 pages.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

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

(a)      The Company's Annual Report on Form 10-K for the year ended January 27,
         1996  filed  with  the   Securities   and  Exchange   Commission   (the
         "Commission")  under  Section 13(a) of the  Securities  Exchange Act of
         1934 (the "Exchange Act").

(b)      The Company's  quarterly  report(s) on Form 10-Q for the quarters ended
         April 27,  1996,  July 27,  1996 and  October  26,  1996 filed with the
         Commission pursuant to Section 13(a) of the Exchange Act.

(c)      The Company's Current Reports on Form 8-K dated as of May 24, 1996, 
         June 18, 1996, August 13, 1996, October 18, 1996 and December 9, 1996;

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

(e)      The consolidated financial statements of Marshalls of Roseville, Minn.,
         Inc.  and the  unaudited  pro forma  condensed  consolidated  financial
         statements of the Company set forth in the Company's Amendment No. 1 on
         Form 8-K/A dated November 17, 1995 (filed January 31, 1996).

All  documents  subsequently  filed by the  Registrant  or the Plan  pursuant to
Section 13(a),  Section 13(c),  Section 14 and Section 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this registration statement
that indicates that all securities  offered have been sold or which  deregisters
all securities then remaining  unsold,  shall be deemed  incorporated  herein by
reference from the date of filing of such documents.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action

                                       -2-
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  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  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  Section  145 further
provides that a corporation  similarly may indemnify any such person  serving in
any such  capacity who was or is a party or is  threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation  to procure a judgment  in its favor,  against  expenses  (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or  settlement  of such action or suit 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 except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of Chancery  or such other court in which such action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnify  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

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

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

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

         Section 102(b)(7) of the Delaware General  Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that  such  provision  shall  not  eliminate  or limit  the
liability of a director (i) for any breach of the director's duty of

                                       -3-
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware  General  Corporation Law (relating
to unlawful  payment of dividend and unlawful stock purchase and  redemption) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit. The Registrant has provided in its Certificate that its directors shall
be exculpated from liability as provided under Delaware law.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Exhibit

4.1      The TJX Companies, Inc. General Savings/Profit Sharing Plan.

4.2      Second  Restated  Certificate  of  Incorporation  filed  June  5,  1985
         (incorporated  by reference  to Exhibit  (3i)(a) of the Form 10-K filed
         for the fiscal year ended January 28, 1995).

4.3      Certificate   of   Amendment   of  Second   Restated   Certificate   of
         Incorporation  filed June 3, 1986 (incorporated by reference to Exhibit
         (3i)(b) of the Form 10-K for the fiscal year ended January 28, 1995).

4.4      Certificate   of   Amendment   of  Second   Restated   Certificate   of
         Incorporation  filed June 2, 1987 (incorporated by reference to Exhibit
         (3i)(c) of the Form 10-K for the fiscal year ended January 28, 1995).

4.5      Certificate   of   Amendment   of  Second   Restated   Certificate   of
         Incorporation filed June 20, 1989 (incorporated by reference to Exhibit
         (3i)(d) of the Form 10-K for the fiscal year ended January 28, 1995).

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

5.1      Opinion of Ropes & Gray.

23.1     Consent of Coopers & Lybrand LLP.

23.2     Consent of KPMG Peat Marwick LLP.

23.3     Consent of Ropes & Gray (included in Exhibit 5).

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

In  lieu of  certain  exhibit  requirements,  the  Company  will  submit  or has
submitted  The TJX  Companies,  Inc.  General  Savings/Profit  Sharing Plan (the
"Plan") and any amendment  thereto to the Internal  Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.

                                       -4-
Item 9.  Undertakings.
         ------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration statement,
         (i) to include  any  prospectus  required  by Section  10(a)(3)  of the
         Securities Act of 1933,  (ii) to reflect in the prospectus any facts or
         events arising after the effective date of the  registration  statement
         (or  the  most  recent   post-effective   amendment  thereof),   which,
         individually or in the aggregate, represent a fundamental change in the
         information  set  forth in the  registration  statement,  and  (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) shall not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the  registrant  pursuant  to  section  13  or  section  15(d)  of  the
         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 herein,  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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       -5-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the Town of Framingham, Commonwealth of Massachusetts.
                                              
                                     THE TJX COMPANIES, INC.

                                     By:/s/ Donald G. Campbell
                                        ----------------------
                                            Donald G. Campbell
                                     Executive Vice President - Finance

Dated: March 18, 1997

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

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

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

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

/s/ Richard G. Lesser                                 /s/ Arthur F. Loewy
---------------------------                           --------------------------
Richard G. Lesser, Director                           Arthur F. Loewy, Director

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

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

/s/ Burton S. Stern                                  /s/ Fletcher H. Wiley
-------------------------                            ---------------------------
Burton S. Stern, Director                            Fletcher H. Wiley, Director

Dated: March 18, 1997

                                       -6-
Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator of The TJX Companies, Inc. General Savings/Profit Sharing Plan has
duly caused this  registration  statement to be signed on its behalf,  thereunto
duly authorized in the City of Framingham,  The Commonwealth of Massachusetts on
this day of March 18, 1997.

                                                THE TJX COMPANIES, INC. GENERAL
                                                SAVINGS/PROFIT SHARING PLAN

                                                By:/s/ Mark Jacobson
                                                   -----------------------------
                                                Name:  Mark Jacobson
                                                Title: Plan Administrator

                                       -7-
EXHIBIT INDEX

Number        Title of Exhibit                                       Page
------        ----------------                                       ----

4.1           The TJX Companies, Inc. General Savings/Profit
              Sharings Plan.

4.2           Second Restated Certificate of Incorporation filed 
              June 5, 1985 (incorporated by reference  to Exhibit  
              (3i)(a) of the Form 10-K filed for the fiscal  year 
              ended January 28, 1995).

4.3           Certificate of Amendment of Second Restated  
              Certificate of Incorporation  filed June 3, 1986 
              (incorporated by reference to Exhibit (3i)(b) of the Form 
              10-K for the fiscal year ended January 28, 1995).

4.4           Certificate of Amendment of Second Restated  Certificate of 
              Incorporation  filed June 2, 1987  (incorporated by 
              reference to Exhibit (3i)(c) of the Form 10-K for
              the fiscal year ended January 28, 1995).

4.5           Certificate of Amendment of Second Restated  Certificate of 
              Incorporation  filed June 20, 1989 (incorporated by 
              reference to Exhibit (3i)(d) of the Form 10-K for the fiscal 
              year ended January 28, 1995).

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

5.1           Opinion of Ropes & Gray. 

23.1          Consent of Coopers & Lybrand LLP. 

23.2          Consent of KPMG Peat Marwick LLP. 

23.3          Consent of Ropes & Gray (included in Exhibit 5.1) 

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

                                       -8-