Registration No. 333-      

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

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

                           Schultz Sav-O Stores, Inc.
             (Exact name of registrant as specified in its charter)

                Wisconsin                                39-0600405
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification No.)

                2215 Union Avenue                         
              Sheboygan, Wisconsin                         53081
    (Address of principal executive offices)             (Zip Code)

              Schultz Sav-O Stores, Inc. 1995 Equity Incentive Plan
                            (Full title of the plan)

              James H. Dickelman                               Copy to:
          Schultz Sav-O Stores, Inc.
              2215 Union Avenue                            Steven R. Barth
          Sheboygan, Wisconsin 53081                        Foley & Lardner
                (920) 457-4433                         777 East Wisconsin Avenue
(Name, address and telephone number, including area   Milwaukee, Wisconsin 53202
             code, of agent for service)

                           --------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
    Title of        Amount    Proposed Maximum   Proposed Maximum    Amount of
Securities to be    to be      Offering Price   Aggregate Offering  Registration
   Registered     Registered      Per Share          Price              Fee
--------------------------------------------------------------------------------
Common Stock,      500,000        $16.125 (1)     $8,062,500 (1)     $2,241.00
 $.10 par value    shares (2)
--------------------------------------------------------------------------------

(1)  Estimated  pursuant to Rule 457(c) under the  Securities Act of 1933 solely
     for the purpose of calculating the registration fee based on the average of
     the high and low prices for Schultz  Sav-O  Stores,  Inc.  Common  Stock as
     reported on the Nasdaq National Market on May 10, 1999.

(2)  This Registration  Statement  registers an additional  500,000 shares under
     the  Registrant's  1995 Equity  Incentive Plan,  under which 750,000 shares
     have already been registered (SEC File No. 33-59503).

                        ---------------------------------
     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 Registrant's 1995 Equity Incentive Plan.


<PAGE>


     This Registration  Statement  registers  additional  securities of the same
class as other  securities for which a registration  statement filed on Form S-8
relating to the same  employee  benefit plan is already  effective.  Pursuant to
General  Instruction E of this Form,  the Registrant  incorporates  by reference
into this Registration  Statement the contents of the Registration  Statement on
Form S-8 (Reg.  No.  33-59503)  as filed with the  Commission  on May 22,  1995,
including exhibits thereto.

                                       2

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Sheboygan, Wisconsin on this 12th day of May, 1999.

                            SCHULTZ SAV-O STORES. INC.


                            /s/ James H. Dickelman
                            ------------------------------
                            James H. Dickelman, Chairman of the Board,
                            President and Chief Executive Officer


                                POWER OF ATTORNEY

     We, the  undersigned  officers and directors of Schultz Sav-O Stores,  Inc.
hereby  severally  constitute and appoint James H. Dickelman,  John H. Dahly and
Steven R. Barth, and each of them singly, our tue and lawful  attorneys-in-fact,
with  full  power  to  them  in any and  all  capacities,  to  sign  any and all
amendments  to  this   Registration   Statement  on  Form  S-8   (including  any
post-effective  amendments thereto), and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact may 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/ James H. Dickelman       Chairman of the Board, President,    May 12, 1999
--------------------------   Chief Executive Officer and
James H. Dickelman           Director (Principal Executive Officer)


/s/ John H. Dahly            Executive Vice President, Chief      May 12, 1999
--------------------------   Financial Officer and Director
John H. Dahly                (Principal Financial Officer)


/s/ Armand C. Go             Treasurer and Chief Accounting       May 12, 1999
--------------------------   Officer 
Armand C. Go                 (Principal Accounting Officer)


/s/ Steven R. Barth          Director                             May 12, 1999
--------------------------
Steven R. Barth


/s/ Martin Crneckiy, Jr.     Director                             May 12, 1999
--------------------------
Martin Crneckiy, Jr.


/s/ R. Bruce Grover          Director                             May 12, 1999
--------------------------
R. Bruce Grover


/s/ Michael Houser           Director                             May 12, 1999
--------------------------
Michael Houser


/s/ William K. Jacobson      Director                             May 12, 1999
--------------------------
William K. Jacobson


                                       3

<PAGE>


                                  EXHIBIT INDEX
                                  -------------

   Exhibit No.                    Description
   -----------                    -----------

       4.1          Restated Articles of Incorporation, as amended.
                    Incorporated  by reference to Exhibit 3.1 to the
                    Registrant's  Annual Report on Form 10-K for the
                    year ended December 31, 1988.

       4.2          By-laws, as amended and restated.  Incorporated by
                    reference to Exhibit 3.2 to the Registrant's Annual
                    Report on Form 10-K for the year ended December 31, 1998.

        5           Opinion of Foley & Lardner.

      23.1          Consent of Arthur Andersen LLP, independent public
                    Accountants.

      23.2          Consent of Foley & Lardner (contained in opinion
                    of Foley & Lardner filed as Exhibit 5).

       24           Power of Attorney (set forth on the signature page to
                    this Registration Statement).



                                       4
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{"company-data": {"conformed-name": "SCHULTZ SAV O STORES INC", "cik": "0000087588", "assigned-sic": "5411", "irs-number": "390600405", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78617", "film-number": "99627303"}, "business-address": {"street1": "2215 UNION AVE", "city": "SHEBOYGAN", "state": "WI", "zip": "53081", "phone": "4144574433"}, "mail-address": {"street1": "2215 UNION AVE", "city": "SHEBOYGAN", "state": "WI", "zip": "53081"}}
Registration No. 333-      

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

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

                           Schultz Sav-O Stores, Inc.
             (Exact name of registrant as specified in its charter)

                Wisconsin                                39-0600405
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification No.)

                2215 Union Avenue                         
              Sheboygan, Wisconsin                         53081
    (Address of principal executive offices)             (Zip Code)

              Schultz Sav-O Stores, Inc. 1995 Equity Incentive Plan
                            (Full title of the plan)

              James H. Dickelman                               Copy to:
          Schultz Sav-O Stores, Inc.
              2215 Union Avenue                            Steven R. Barth
          Sheboygan, Wisconsin 53081                        Foley & Lardner
                (920) 457-4433                         777 East Wisconsin Avenue
(Name, address and telephone number, including area   Milwaukee, Wisconsin 53202
             code, of agent for service)

                           --------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
    Title of        Amount    Proposed Maximum   Proposed Maximum    Amount of
Securities to be    to be      Offering Price   Aggregate Offering  Registration
   Registered     Registered      Per Share          Price              Fee
--------------------------------------------------------------------------------
Common Stock,      500,000        $16.125 (1)     $8,062,500 (1)     $2,241.00
 $.10 par value    shares (2)
--------------------------------------------------------------------------------

(1)  Estimated  pursuant to Rule 457(c) under the  Securities Act of 1933 solely
     for the purpose of calculating the registration fee based on the average of
     the high and low prices for Schultz  Sav-O  Stores,  Inc.  Common  Stock as
     reported on the Nasdaq National Market on May 10, 1999.

(2)  This Registration  Statement  registers an additional  500,000 shares under
     the  Registrant's  1995 Equity  Incentive Plan,  under which 750,000 shares
     have already been registered (SEC File No. 33-59503).

                        ---------------------------------
     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 Registrant's 1995 Equity Incentive Plan.
This Registration  Statement  registers  additional  securities of the same
class as other  securities for which a registration  statement filed on Form S-8
relating to the same  employee  benefit plan is already  effective.  Pursuant to
General  Instruction E of this Form,  the Registrant  incorporates  by reference
into this Registration  Statement the contents of the Registration  Statement on
Form S-8 (Reg.  No.  33-59503)  as filed with the  Commission  on May 22,  1995,
including exhibits thereto.

                                       2
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Sheboygan, Wisconsin on this 12th day of May, 1999.

                            SCHULTZ SAV-O STORES. INC.

                            /s/ James H. Dickelman
                            ------------------------------
                            James H. Dickelman, Chairman of the Board,
                            President and Chief Executive Officer

                                POWER OF ATTORNEY

     We, the  undersigned  officers and directors of Schultz Sav-O Stores,  Inc.
hereby  severally  constitute and appoint James H. Dickelman,  John H. Dahly and
Steven R. Barth, and each of them singly, our tue and lawful  attorneys-in-fact,
with  full  power  to  them  in any and  all  capacities,  to  sign  any and all
amendments  to  this   Registration   Statement  on  Form  S-8   (including  any
post-effective  amendments thereto), and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact may 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/ James H. Dickelman       Chairman of the Board, President,    May 12, 1999
--------------------------   Chief Executive Officer and
James H. Dickelman           Director (Principal Executive Officer)

/s/ John H. Dahly            Executive Vice President, Chief      May 12, 1999
--------------------------   Financial Officer and Director
John H. Dahly                (Principal Financial Officer)

/s/ Armand C. Go             Treasurer and Chief Accounting       May 12, 1999
--------------------------   Officer 
Armand C. Go                 (Principal Accounting Officer)

/s/ Steven R. Barth          Director                             May 12, 1999
--------------------------
Steven R. Barth

/s/ Martin Crneckiy, Jr.     Director                             May 12, 1999
--------------------------
Martin Crneckiy, Jr.

/s/ R. Bruce Grover          Director                             May 12, 1999
--------------------------
R. Bruce Grover

/s/ Michael Houser           Director                             May 12, 1999
--------------------------
Michael Houser

/s/ William K. Jacobson      Director                             May 12, 1999
--------------------------
William K. Jacobson

                                       3
EXHIBIT INDEX
                                  -------------

   Exhibit No.                    Description
   -----------                    -----------

       4.1          Restated Articles of Incorporation, as amended.
                    Incorporated  by reference to Exhibit 3.1 to the
                    Registrant's  Annual Report on Form 10-K for the
                    year ended December 31, 1988.

       4.2          By-laws, as amended and restated.  Incorporated by
                    reference to Exhibit 3.2 to the Registrant's Annual
                    Report on Form 10-K for the year ended December 31, 1998.

        5           Opinion of Foley & Lardner.

      23.1          Consent of Arthur Andersen LLP, independent public
                    Accountants.

      23.2          Consent of Foley & Lardner (contained in opinion
                    of Foley & Lardner filed as Exhibit 5).

       24           Power of Attorney (set forth on the signature page to
                    this Registration Statement).

                                       4