SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
               PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES AND EXCHANGE ACT OF 1934
                                


Date of Report (Date of earliest event reported):  February 12, 1999



                      Filene's Basement Corp.
(Exact name of registrant as specified in its charter)



       Massachusetts                   0-19149                04-3016733
    (State or other juris-          (Commission             (IRS Employer
   diction of incorporation)          File No.)           Identification No.)


           40 Walnut Street
       Wellesley, Massachusetts                      02481
(Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including area code   (617) 348-7000



                      Not Applicable
  (Former name or former address, if changed since last report)
                                

Item 5.   Other Events.

     On  February  12, 1999, the Board of Directors  of  Filene's
Basement Corp. (the "Company"), declared a dividend of one  Right
for  each  outstanding  share of the Company's  Common  Stock  to
stockholders of record at the close of business on March 5,  1999
(the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series
A  Junior Participating Preferred Stock, $.01 par value per share
(the  "Preferred  Stock"), at a Purchase Price of  $25  in  cash,
subject  to adjustment.  The description and terms of the  Rights
are set forth in a Rights Agreement dated as of February 19, 1999
(the  "Rights  Agreement") between the Company and  State  Street
Bank and Trust Company, as Rights Agent.

     Initially,  the Rights will be attached to all Common  Stock
certificates  representing  shares  then  outstanding,   and   no
separate Rights Certificates will be distributed. The Rights will
separate from the Common Stock and a Distribution Date will occur
upon  the earlier of (i) 10 business days (or such later date  as
may  be  determined  by the Board of Directors  of  the  Company)
following the later of (a) a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person")
has  acquired,  or  obtained  the right  to  acquire,  beneficial
ownership  of  20%  or more of the outstanding shares  of  Common
Stock or (b) the first date on which an executive officer of  the
Company has actual knowledge that an Acquiring Person has  become
such (the "Stock Acquisition Date"), or (ii) 10 business days (or
such later date as may be determined by the Board of Directors of
the  Company)  following the commencement of a  tender  offer  or
exchange   offer  that  would  result  in  a  person   or   group
beneficially  owning  20% or more of such outstanding  shares  of
Common  Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), (i) the Rights will be evidenced by
the  Common Stock certificates and will be transferred  with  and
only  with such Common Stock certificates, (ii) new Common  Stock
certificates issued after the Record Date will contain a notation
incorporating  the Rights Agreement by reference  and  (iii)  the
surrender  for  transfer  of any certificates  for  Common  Stock
outstanding, even without such notation, will also constitute the
transfer   of  the  Rights  associated  with  the  Common   Stock
represented by such certificate.

     The  Rights are not exercisable until the Distribution  Date
and  will expire upon the close of business on March 4, 2009 (the
"Final Expiration Date") unless earlier redeemed or exchanged  as
described  below.  As soon as practicable after the  Distribution
Date,  separate Rights Certificates will be mailed to holders  of
record  of  the Common Stock as of the close of business  on  the
Distribution   Date   and,  thereafter,   the   separate   Rights
Certificates alone will represent the Rights. Except as otherwise
determined  by the Board of Directors, and except for  shares  of
Common Stock issued upon exercise, conversion or exchange of then
outstanding  options, convertible or exchangeable  securities  or
other  contingent  obligations to issue shares,  only  shares  of
Common Stock issued prior to the Distribution Date will be issued
with Rights.

     In  the  event that any Person becomes an Acquiring  Person,
then, promptly following the first occurrence of such event, each
holder  of a Right (except as provided below and in Section  7(e)
of  the  Rights  Agreement) shall thereafter have  the  right  to
receive, upon exercise, that number of shares of Common Stock  of
the  Company  (or,  in certain circumstances, cash,  property  or
other  securities of the Company) which equals the exercise price
of  the  Right  divided by 50% of the current  market  price  (as
defined in the Rights Agreement) per share of Common Stock at the
date  of  the occurrence of such event. However, Rights  are  not
exercisable  following such event until such time as  the  Rights
are  no  longer  redeemable by the Company  as  described  below.
Notwithstanding any of the foregoing, following the occurrence of
such  event, all Rights that are, or (under certain circumstances
specified  in the Rights Agreement) were, beneficially  owned  by
any  Acquiring Person will be null and void. The event summarized
in this paragraph is referred to as a "Section 11(a)(ii) Event."

     In  the event that, at any time after any Person becomes  an
Acquiring Person, (i) the Company is consolidated with, or merged
with  and  into,  another  entity and  the  Company  is  not  the
surviving  entity  of  such consolidation or  merger  or  if  the
Company  is  the surviving entity, but shares of its  outstanding
Common Stock are changed or exchanged for stock or securities (of
any  other person) or cash or any other property, or (ii) 50%  or
more  of  the  Company's  assets or  earning  power  is  sold  or
transferred,  each  holder  of  a  Right  (except  Rights   which
previously  have been voided as set forth above) shall thereafter
have  the right to receive, upon exercise, that number of  shares
of  common  stock  of  the  acquiring company  which  equals  the
exercise price of the Right divided by 50% of the current  market
price  of such common stock at the date of the occurrence of  the
event. The events summarized in this paragraph are referred to as
"Section  13  Events." A Section 11(a)(ii) Event and  Section  13
Events are collectively referred to as "Triggering Events."

     At  any  time  after  the occurrence of a Section  11(a)(ii)
Event,  subject to certain conditions, the Board of Directors  of
the  Company may exchange the Rights (other than Rights owned  by
such  Acquiring Person which have become void), in  whole  or  in
part, at an exchange ratio of one share of Common Stock, or  one-
thousandth  of a share of Preferred Stock (or of  a  share  of  a
class   or  series  of  the  Company's  preferred  stock   having
equivalent  rights,  preferences  and  privileges),   per   Right
(subject to adjustment).

     The  Purchase  Price  payable, and the number  of  units  of
Preferred  Stock or other securities or property  issuable,  upon
exercise  of  the Rights are subject to adjustment from  time  to
time to prevent dilution (i) in the event of a stock dividend on,
or   a  subdivision,  combination  or  reclassification  of,  the
Preferred  Stock,  (ii)  if holders of the  Preferred  Stock  are
granted  certain  rights or warrants to subscribe  for  Preferred
Stock  or  convertible securities at less than  the  then-current
market   price  of  the  Preferred  Stock,  or  (iii)  upon   the
distribution  to holders of the Preferred Stock of  evidences  of
indebtedness or assets (excluding regular periodic cash dividends
paid  out  of  earnings or retained earnings) or of  subscription
rights  or  warrants (other than those referred  to  above).  The
number  of Rights associated with each share of Common  Stock  is
also  subject to adjustment in the event of a stock split of  the
Common  Stock or a stock dividend on the Common Stock payable  in
Common  Stock or subdivisions, consolidations or combinations  of
the  Common  Stock  occurring, in any such  case,  prior  to  the
Distribution Date.

     With certain exceptions, no adjustment in the Purchase Price
will  be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional shares of Preferred Stock
(other  than fractions which are integral multiples of  one  one-
thousandth of a share of Preferred Stock) will be issued and,  in
lieu  thereof, an adjustment in cash will be made  based  on  the
market  price  of  the Preferred Stock on the last  trading  date
prior to the date of exercise.

     Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled
to receive, when, as and if declared by the Board of Directors, a
minimum preferential quarterly dividend payment of $10 per  share
or, if greater, an aggregate dividend of 1,000 times the dividend
declared  per share of Common Stock. In the event of liquidation,
the  holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $1,000 per share and will  be
entitled to an aggregate payment of 1,000 times the payment  made
per  share  of Common Stock. Each share of Preferred  Stock  will
have  1,000 votes, voting together with the Common Stock. In  the
event  of any merger, consolidation or other transaction in which
Common  Stock  is changed or exchanged, each share  of  Preferred
Stock will be entitled to receive 1,000 times the amount received
per  share  of  Common  Stock.  These  rights  are  protected  by
customary antidilution provisions. Because of the nature  of  the
Preferred  Stock's dividend, liquidation and voting  rights,  the
value  of  one  one-thousandth of  a  share  of  Preferred  Stock
purchasable  upon exercise of each Right should  approximate  the
value of one share of Common Stock.

     At  any  time prior to the earlier of (i) the tenth Business
Day  (or  such  later date as may be determined by the  Board  of
Directors  of the Company) after the Stock Acquisition  Date,  or
(ii) the Final Expiration Date, the Company may redeem the Rights
in  whole,  but not in part, at a price of $.001 per  Right  (the
"Redemption Price"), payable in cash or stock, provided, however,
that  if  a majority of the Board of Directors of the Company  is
comprised  of  persons elected at a meeting of  stockholders  who
were   not  nominated  by  the  Board  of  Directors  in   office
immediately  prior to such meeting, then the Rights  may  not  be
redeemed  for  a  period of 90 days after such election  if  such
redemption is reasonably likely to have the purpose or effect  of
allowing  any  person to become an Acquiring Person or  otherwise
facilitating  the  occurrence  of  a  Triggering   Event   or   a
transaction with an Acquiring Person. Immediately upon the action
of  the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights
will  be to receive the Redemption Price. The Rights may also  be
redeemable following certain other circumstances specified in the
Rights Agreement.

     Until  a  Right is exercised, the holder thereof,  as  such,
will  have  no rights as a stockholder of the Company, including,
without  limitation, the right to vote or to  receive  dividends.
While  the  distribution of the Rights will  not  be  taxable  to
stockholders or to the Company, stockholders may, depending  upon
the circumstances, recognize taxable income in the event that the
Rights   become   exercisable  for   Common   Stock   (or   other
consideration)  of  the  Company  or  for  common  stock  of  the
acquiring company as set forth above.

     Subject to certain exceptions, any of the provisions of  the
Rights Agreement may be amended by the Board of Directors of  the
Company  prior  to  such  time  as  the  Rights  are  no   longer
redeemable.

     The foregoing description of the Rights does not purport  to
be complete and is qualified in its entirety by reference to such
Exhibits.

Item 7.   Financial Statements and Exhibits.

               (c)  Exhibits

Exhibit No.                                  Exhibit

     4.1                 Form of Rights Agreement, dated as of
                         February 19, 1999, between Filene's
                         Basement Corp. and State Street Bank and
                         Trust Company which includes as Exhibit A
                         the Certificate of Vote of Directors
                         Establishing a Class or Series of  Stock,
                         as Exhibit B the Form of Rights Certificate,
                         and as Exhibit C the Summary  of Rights to
                         Purchase Preferred Stock.

     99.1                Press Release, dated February 19, 1999
                         announcing adoption of the Stockholder
                         Rights Plan.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange  Act
of  1934, as amended, the registrant has duly caused this  report
to  be  signed  on its behalf by the undersigned  thereunto  duly
authorized.

Date: February 19, 1999            Filene's Basement Corp.



                              By: /s/ Steven R. Siegel
                              Name: Steven R. Siegel
                              Title: Executive Vice President
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 13936}]
{"company-data": {"conformed-name": "FILENES BASEMENT CORP", "cik": "0000875404", "assigned-sic": "5651", "irs-number": "043016733", "state-of-incorporation": "MA", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19149", "film-number": "99545803"}, "business-address": {"street1": "40 WALNUT ST", "city": "WELLESLEY", "state": "MA", "zip": "02181", "phone": "6173487000"}}
SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
               PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES AND EXCHANGE ACT OF 1934
                                

Date of Report (Date of earliest event reported):  February 12, 1999

                      Filene's Basement Corp.
(Exact name of registrant as specified in its charter)

       Massachusetts                   0-19149                04-3016733
    (State or other juris-          (Commission             (IRS Employer
   diction of incorporation)          File No.)           Identification No.)

           40 Walnut Street
       Wellesley, Massachusetts                      02481
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code   (617) 348-7000

                      Not Applicable
  (Former name or former address, if changed since last report)
                                

Item 5.   Other Events.

     On  February  12, 1999, the Board of Directors  of  Filene's
Basement Corp. (the "Company"), declared a dividend of one  Right
for  each  outstanding  share of the Company's  Common  Stock  to
stockholders of record at the close of business on March 5,  1999
(the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series
A  Junior Participating Preferred Stock, $.01 par value per share
(the  "Preferred  Stock"), at a Purchase Price of  $25  in  cash,
subject  to adjustment.  The description and terms of the  Rights
are set forth in a Rights Agreement dated as of February 19, 1999
(the  "Rights  Agreement") between the Company and  State  Street
Bank and Trust Company, as Rights Agent.

     Initially,  the Rights will be attached to all Common  Stock
certificates  representing  shares  then  outstanding,   and   no
separate Rights Certificates will be distributed. The Rights will
separate from the Common Stock and a Distribution Date will occur
upon  the earlier of (i) 10 business days (or such later date  as
may  be  determined  by the Board of Directors  of  the  Company)
following the later of (a) a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person")
has  acquired,  or  obtained  the right  to  acquire,  beneficial
ownership  of  20%  or more of the outstanding shares  of  Common
Stock or (b) the first date on which an executive officer of  the
Company has actual knowledge that an Acquiring Person has  become
such (the "Stock Acquisition Date"), or (ii) 10 business days (or
such later date as may be determined by the Board of Directors of
the  Company)  following the commencement of a  tender  offer  or
exchange   offer  that  would  result  in  a  person   or   group
beneficially  owning  20% or more of such outstanding  shares  of
Common  Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), (i) the Rights will be evidenced by
the  Common Stock certificates and will be transferred  with  and
only  with such Common Stock certificates, (ii) new Common  Stock
certificates issued after the Record Date will contain a notation
incorporating  the Rights Agreement by reference  and  (iii)  the
surrender  for  transfer  of any certificates  for  Common  Stock
outstanding, even without such notation, will also constitute the
transfer   of  the  Rights  associated  with  the  Common   Stock
represented by such certificate.

     The  Rights are not exercisable until the Distribution  Date
and  will expire upon the close of business on March 4, 2009 (the
"Final Expiration Date") unless earlier redeemed or exchanged  as
described  below.  As soon as practicable after the  Distribution
Date,  separate Rights Certificates will be mailed to holders  of
record  of  the Common Stock as of the close of business  on  the
Distribution   Date   and,  thereafter,   the   separate   Rights
Certificates alone will represent the Rights. Except as otherwise
determined  by the Board of Directors, and except for  shares  of
Common Stock issued upon exercise, conversion or exchange of then
outstanding  options, convertible or exchangeable  securities  or
other  contingent  obligations to issue shares,  only  shares  of
Common Stock issued prior to the Distribution Date will be issued
with Rights.

     In  the  event that any Person becomes an Acquiring  Person,
then, promptly following the first occurrence of such event, each
holder  of a Right (except as provided below and in Section  7(e)
of  the  Rights  Agreement) shall thereafter have  the  right  to
receive, upon exercise, that number of shares of Common Stock  of
the  Company  (or,  in certain circumstances, cash,  property  or
other  securities of the Company) which equals the exercise price
of  the  Right  divided by 50% of the current  market  price  (as
defined in the Rights Agreement) per share of Common Stock at the
date  of  the occurrence of such event. However, Rights  are  not
exercisable  following such event until such time as  the  Rights
are  no  longer  redeemable by the Company  as  described  below.
Notwithstanding any of the foregoing, following the occurrence of
such  event, all Rights that are, or (under certain circumstances
specified  in the Rights Agreement) were, beneficially  owned  by
any  Acquiring Person will be null and void. The event summarized
in this paragraph is referred to as a "Section 11(a)(ii) Event."

     In  the event that, at any time after any Person becomes  an
Acquiring Person, (i) the Company is consolidated with, or merged
with  and  into,  another  entity and  the  Company  is  not  the
surviving  entity  of  such consolidation or  merger  or  if  the
Company  is  the surviving entity, but shares of its  outstanding
Common Stock are changed or exchanged for stock or securities (of
any  other person) or cash or any other property, or (ii) 50%  or
more  of  the  Company's  assets or  earning  power  is  sold  or
transferred,  each  holder  of  a  Right  (except  Rights   which
previously  have been voided as set forth above) shall thereafter
have  the right to receive, upon exercise, that number of  shares
of  common  stock  of  the  acquiring company  which  equals  the
exercise price of the Right divided by 50% of the current  market
price  of such common stock at the date of the occurrence of  the
event. The events summarized in this paragraph are referred to as
"Section  13  Events." A Section 11(a)(ii) Event and  Section  13
Events are collectively referred to as "Triggering Events."

     At  any  time  after  the occurrence of a Section  11(a)(ii)
Event,  subject to certain conditions, the Board of Directors  of
the  Company may exchange the Rights (other than Rights owned  by
such  Acquiring Person which have become void), in  whole  or  in
part, at an exchange ratio of one share of Common Stock, or  one-
thousandth  of a share of Preferred Stock (or of  a  share  of  a
class   or  series  of  the  Company's  preferred  stock   having
equivalent  rights,  preferences  and  privileges),   per   Right
(subject to adjustment).

     The  Purchase  Price  payable, and the number  of  units  of
Preferred  Stock or other securities or property  issuable,  upon
exercise  of  the Rights are subject to adjustment from  time  to
time to prevent dilution (i) in the event of a stock dividend on,
or   a  subdivision,  combination  or  reclassification  of,  the
Preferred  Stock,  (ii)  if holders of the  Preferred  Stock  are
granted  certain  rights or warrants to subscribe  for  Preferred
Stock  or  convertible securities at less than  the  then-current
market   price  of  the  Preferred  Stock,  or  (iii)  upon   the
distribution  to holders of the Preferred Stock of  evidences  of
indebtedness or assets (excluding regular periodic cash dividends
paid  out  of  earnings or retained earnings) or of  subscription
rights  or  warrants (other than those referred  to  above).  The
number  of Rights associated with each share of Common  Stock  is
also  subject to adjustment in the event of a stock split of  the
Common  Stock or a stock dividend on the Common Stock payable  in
Common  Stock or subdivisions, consolidations or combinations  of
the  Common  Stock  occurring, in any such  case,  prior  to  the
Distribution Date.

     With certain exceptions, no adjustment in the Purchase Price
will  be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional shares of Preferred Stock
(other  than fractions which are integral multiples of  one  one-
thousandth of a share of Preferred Stock) will be issued and,  in
lieu  thereof, an adjustment in cash will be made  based  on  the
market  price  of  the Preferred Stock on the last  trading  date
prior to the date of exercise.

     Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled
to receive, when, as and if declared by the Board of Directors, a
minimum preferential quarterly dividend payment of $10 per  share
or, if greater, an aggregate dividend of 1,000 times the dividend
declared  per share of Common Stock. In the event of liquidation,
the  holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $1,000 per share and will  be
entitled to an aggregate payment of 1,000 times the payment  made
per  share  of Common Stock. Each share of Preferred  Stock  will
have  1,000 votes, voting together with the Common Stock. In  the
event  of any merger, consolidation or other transaction in which
Common  Stock  is changed or exchanged, each share  of  Preferred
Stock will be entitled to receive 1,000 times the amount received
per  share  of  Common  Stock.  These  rights  are  protected  by
customary antidilution provisions. Because of the nature  of  the
Preferred  Stock's dividend, liquidation and voting  rights,  the
value  of  one  one-thousandth of  a  share  of  Preferred  Stock
purchasable  upon exercise of each Right should  approximate  the
value of one share of Common Stock.

     At  any  time prior to the earlier of (i) the tenth Business
Day  (or  such  later date as may be determined by the  Board  of
Directors  of the Company) after the Stock Acquisition  Date,  or
(ii) the Final Expiration Date, the Company may redeem the Rights
in  whole,  but not in part, at a price of $.001 per  Right  (the
"Redemption Price"), payable in cash or stock, provided, however,
that  if  a majority of the Board of Directors of the Company  is
comprised  of  persons elected at a meeting of  stockholders  who
were   not  nominated  by  the  Board  of  Directors  in   office
immediately  prior to such meeting, then the Rights  may  not  be
redeemed  for  a  period of 90 days after such election  if  such
redemption is reasonably likely to have the purpose or effect  of
allowing  any  person to become an Acquiring Person or  otherwise
facilitating  the  occurrence  of  a  Triggering   Event   or   a
transaction with an Acquiring Person. Immediately upon the action
of  the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights
will  be to receive the Redemption Price. The Rights may also  be
redeemable following certain other circumstances specified in the
Rights Agreement.

     Until  a  Right is exercised, the holder thereof,  as  such,
will  have  no rights as a stockholder of the Company, including,
without  limitation, the right to vote or to  receive  dividends.
While  the  distribution of the Rights will  not  be  taxable  to
stockholders or to the Company, stockholders may, depending  upon
the circumstances, recognize taxable income in the event that the
Rights   become   exercisable  for   Common   Stock   (or   other
consideration)  of  the  Company  or  for  common  stock  of  the
acquiring company as set forth above.

     Subject to certain exceptions, any of the provisions of  the
Rights Agreement may be amended by the Board of Directors of  the
Company  prior  to  such  time  as  the  Rights  are  no   longer
redeemable.

     The foregoing description of the Rights does not purport  to
be complete and is qualified in its entirety by reference to such
Exhibits.

Item 7.   Financial Statements and Exhibits.

               (c)  Exhibits

Exhibit No.                                  Exhibit

     4.1                 Form of Rights Agreement, dated as of
                         February 19, 1999, between Filene's
                         Basement Corp. and State Street Bank and
                         Trust Company which includes as Exhibit A
                         the Certificate of Vote of Directors
                         Establishing a Class or Series of  Stock,
                         as Exhibit B the Form of Rights Certificate,
                         and as Exhibit C the Summary  of Rights to
                         Purchase Preferred Stock.

     99.1                Press Release, dated February 19, 1999
                         announcing adoption of the Stockholder
                         Rights Plan.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange  Act
of  1934, as amended, the registrant has duly caused this  report
to  be  signed  on its behalf by the undersigned  thereunto  duly
authorized.

Date: February 19, 1999            Filene's Basement Corp.

                              By: /s/ Steven R. Siegel
                              Name: Steven R. Siegel
                              Title: Executive Vice President