<PAGE>

    As filed with the Securities and Exchange Commission on July 16, 1998.

                                                    Registration No. 33-______

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                        A.C. MOORE ARTS & CRAFTS, INC.
            (Exact name of registrant as specified in its charter)



<TABLE>
<S>                                       <C>                                   <C>
                                          500 University Court
          Pennsylvania                    Blackwood, NJ 08012                       23-3527763
-------------------------------      -------------------------------           ----------------------
(State or other jurisdiction of      (Address of Principal Executive              (I.R.S. Employer
 incorporation or organization)            Offices) (Zip Code)                 Identification Number)
</TABLE>


                    1997 EMPLOYEE, DIRECTOR AND CONSULTANT
                               STOCK OPTION PLAN
                           (Full title of the plan)

             John E. Parker, President and Chief Executive Officer
                        A.C. Moore Arts & Crafts, Inc.
                             500 University Court
                          Blackwood, New Jersey 08012
                    (Name and address of agent for service)
                                (609) 228-6700
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================================
                                                                    Proposed          Proposed
                                                                     maximum           maximum         Amount of
              Title of securities               Amount to be     offering price       aggregate      registration
               to be registered                registered (1)      per share       offering price         fee
-------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>             <C>               <C>      
Common Stock, no par value                    1,000,000 shares     $15.25(2)       $15,250,000       $4,498.75
===================================================================================================================
</TABLE>

(1)   Plus such indeterminate number of shares as may be issued pursuant to
      certain anti-dilution provisions contained in the Plan.

(2)   Pursuant to Rule 457(h), based upon the average of the high and low sale
      prices of A.C. Moore Arts & Crafts, Inc. Common Stock, no par value,
      reported on the Nasdaq National Market on July 14, 1998.


<PAGE>


PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The document(s) containing the information specified in Item 1 will
be sent or given to employees as specified in Rule 428(b)(1) and are not
required to be filed as part of this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The document(s) containing the information specified in Item 2 will
be sent or given to employees as specified in Rule 428(b)(1) and are not
required to be filed as part of this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Commission are incorporated
herein by reference:

         (i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

         (ii) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered
by Form 10-K referred to in (i) above; and

         (iii) The description of the Company's Common Stock which is
incorporated by reference in the Company's Registration Statement on Form 8-A
(File No.000-23157) filed on October 1, 1997 under the Securities Exchange Act
of 1934, as amended.

         All reports and other documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold hereunder, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.


<PAGE>





Item 6.  Indemnification of Directors and Officers.

         Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended, (the "BCL"),
contain provisions for mandatory and discretionary indemnification of a
corporation's directors, officers and other personnel, and related matters.

         Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonable incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the
request of the corporation as a representative of another corporation,
partnership, joint venture, trust or other enterprise, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Under
Section 1743, indemnification is mandatory to the extent that the officer or
director has been successful on the merits or otherwise in defense of any
action or proceeding if the appropriate standards of conduct are met.

         Section 1742 provides for indemnification in derivative actions
except in respect of any claim, issue or matter as to which the person has
been adjudged to be liable to the corporation unless and only to the extent
that the proper court determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for the expenses
that the court deems proper.

         Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation
only as authorized in the specific case upon a determination that the
representative met the applicable standard of conduct, and such determination
will be made by the board of directors (i) by a majority vote of a quorum of
directors not parties to the action or proceeding; (ii) if a quorum is not
obtainable, or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or (iii) by the shareholders.

         Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.

         Section 1746 provides generally that, except in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness,
the indemnification and advancement of expenses provided by Subchapter 17D of

                                      2
<PAGE>


the BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding that office.

         Section 1747 grants to a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him or her in his or her capacity as officer or director, whether
or not the corporation would have the power to indemnify him or her against
the liability under Subchapter 17D of the BCL.

         Section 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representative serving as
fiduciaries of employee benefit plans.

         Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL,
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs and personal representative of such person.

         The Company's by-laws provide, in general, that the Company shall
indemnify its officers and directors to the fullest extent authorized by law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The following exhibits are filed as part of the Registration
Statement or, where so indicated, have been previously filed and are
incorporated herein by reference.

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

              5.1      Opinion of Counsel regarding legality

            *10.1      1997 Employee, Director and Consultant Stock Option Plan

             23.1      Consent of PricewaterhouseCoopers LLP

             23.2      Consent of Counsel (included as part of Exhibit 5.1)

             24.1      Power of Attorney (included on signature page)

--------
         *Incorporated by reference from the Company's Registration Statement
on Form S-1 (File No. 333-32859).

                                     3
<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, as amended;

                           (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;

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in the Registration Statement.

                  (2) That for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934, as amended) 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.


                                      4
<PAGE>


         (c) The undersigned registrant hereby undertakes that, 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 for 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, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all 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 Blackwood, New Jersey, on 15th day of July,
1998.

                                    A.C. MOORE ARTS & CRAFTS, INC.

                                    By:/s/ John E. Parker
                                           -------------------------------------
                                           John E. Parker
                                           President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E. Parker, his true and lawful
attorney-in-fact and agent, with full power of substitution of resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documentation in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the 15th day of July, 1998.

<TABLE>
<CAPTION>
                  Signature                           Capacity
                  ---------                           --------

<S>                                             <C>  
/s/ John E. Parker                              President, Chief Executive Officer
---------------------------------------         and Director                 
             John E. Parker                     (principal executive officer)
                                       

/s/ Leslie H. Gordon                            Senior Vice President and
---------------------------------------         Chief Financial Officer                     
            Leslie H. Gordon                    (principal accounting and financial officer)
                                       

/s/ William Kaplan                              Chairman of the Board
---------------------------------------
            William Kaplan

/s/ Patricia A. Parker                          Director
---------------------------------------
            Patricia A. Parker

/s/ Richard Lesser                              Director
---------------------------------------
            Richard Lesser

/s/ Richard J. Bauer                            Director
---------------------------------------
            Richard J. Bauer

/s/ Richard J. Drake                            Director
---------------------------------------
            Richard J. Drake
</TABLE>


<PAGE>



                                 Exhibit Index

    Exhibit Number
    --------------

   5.1                Opinion of Counsel regarding Legality

 *10.1                1997 Employee, Director and Consultant Stock Option Plan

  23.1                Consent of PricewaterhouseCoopers LLP

  23.2                Consent of Counsel (included as part of Exhibit 5.1)

  24.1                Power of Attorney (included on signature page)

----------------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 333-32859).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18732}]
{"company-data": {"conformed-name": "A C MOORE ARTS & CRAFTS INC", "cik": "0001042809", "assigned-sic": "5990", "irs-number": "223527763", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59243", "film-number": "98667433"}, "business-address": {"street1": "500 UNIVERSITY COURT", "city": "BLACKWOOD", "state": "NJ", "zip": "08012", "phone": "6092286700"}, "mail-address": {"street1": "500 UNIVERSITY COURT", "city": "BLACKWOOD", "state": "NJ", "zip": "08012"}}
As filed with the Securities and Exchange Commission on July 16, 1998.

                                                    Registration No. 33-______

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                        A.C. MOORE ARTS & CRAFTS, INC.
            (Exact name of registrant as specified in its charter)
500 University Court
          Pennsylvania                    Blackwood, NJ 08012                       23-3527763
-------------------------------      -------------------------------           ----------------------
(State or other jurisdiction of      (Address of Principal Executive              (I.R.S. Employer
 incorporation or organization)            Offices) (Zip Code)                 Identification Number)
1997 EMPLOYEE, DIRECTOR AND CONSULTANT
                               STOCK OPTION PLAN
                           (Full title of the plan)

             John E. Parker, President and Chief Executive Officer
                        A.C. Moore Arts & Crafts, Inc.
                             500 University Court
                          Blackwood, New Jersey 08012
                    (Name and address of agent for service)
                                (609) 228-6700
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

===================================================================================================================
                                                                    Proposed          Proposed
                                                                     maximum           maximum         Amount of
              Title of securities               Amount to be     offering price       aggregate      registration
               to be registered                registered (1)      per share       offering price         fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                    1,000,000 shares     $15.25(2)       $15,250,000       $4,498.75
===================================================================================================================
(1)   Plus such indeterminate number of shares as may be issued pursuant to
      certain anti-dilution provisions contained in the Plan.

(2)   Pursuant to Rule 457(h), based upon the average of the high and low sale
      prices of A.C. Moore Arts & Crafts, Inc. Common Stock, no par value,
      reported on the Nasdaq National Market on July 14, 1998.
PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The document(s) containing the information specified in Item 1 will
be sent or given to employees as specified in Rule 428(b)(1) and are not
required to be filed as part of this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The document(s) containing the information specified in Item 2 will
be sent or given to employees as specified in Rule 428(b)(1) and are not
required to be filed as part of this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Commission are incorporated
herein by reference:

         (i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

         (ii) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered
by Form 10-K referred to in (i) above; and

         (iii) The description of the Company's Common Stock which is
incorporated by reference in the Company's Registration Statement on Form 8-A
(File No.000-23157) filed on October 1, 1997 under the Securities Exchange Act
of 1934, as amended.

         All reports and other documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold hereunder, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
Item 6.  Indemnification of Directors and Officers.

         Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended, (the "BCL"),
contain provisions for mandatory and discretionary indemnification of a
corporation's directors, officers and other personnel, and related matters.

         Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonable incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the
request of the corporation as a representative of another corporation,
partnership, joint venture, trust or other enterprise, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Under
Section 1743, indemnification is mandatory to the extent that the officer or
director has been successful on the merits or otherwise in defense of any
action or proceeding if the appropriate standards of conduct are met.

         Section 1742 provides for indemnification in derivative actions
except in respect of any claim, issue or matter as to which the person has
been adjudged to be liable to the corporation unless and only to the extent
that the proper court determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for the expenses
that the court deems proper.

         Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation
only as authorized in the specific case upon a determination that the
representative met the applicable standard of conduct, and such determination
will be made by the board of directors (i) by a majority vote of a quorum of
directors not parties to the action or proceeding; (ii) if a quorum is not
obtainable, or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or (iii) by the shareholders.

         Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.

         Section 1746 provides generally that, except in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness,
the indemnification and advancement of expenses provided by Subchapter 17D of

                                      2
the BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding that office.

         Section 1747 grants to a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him or her in his or her capacity as officer or director, whether
or not the corporation would have the power to indemnify him or her against
the liability under Subchapter 17D of the BCL.

         Section 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representative serving as
fiduciaries of employee benefit plans.

         Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL,
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs and personal representative of such person.

         The Company's by-laws provide, in general, that the Company shall
indemnify its officers and directors to the fullest extent authorized by law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The following exhibits are filed as part of the Registration
Statement or, where so indicated, have been previously filed and are
incorporated herein by reference.

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

              5.1      Opinion of Counsel regarding legality

            *10.1      1997 Employee, Director and Consultant Stock Option Plan

             23.1      Consent of PricewaterhouseCoopers LLP

             23.2      Consent of Counsel (included as part of Exhibit 5.1)

             24.1      Power of Attorney (included on signature page)

--------
         *Incorporated by reference from the Company's Registration Statement
on Form S-1 (File No. 333-32859).

                                     3
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, as amended;

                           (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;

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in the Registration Statement.

                  (2) That for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934, as amended) 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.

                                      4
(c) The undersigned registrant hereby undertakes that, 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 for 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, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all 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 Blackwood, New Jersey, on 15th day of July,
1998.

                                    A.C. MOORE ARTS & CRAFTS, INC.

                                    By:/s/ John E. Parker
                                           -------------------------------------
                                           John E. Parker
                                           President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E. Parker, his true and lawful
attorney-in-fact and agent, with full power of substitution of resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documentation in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the 15th day of July, 1998.
Signature                           Capacity
                  ---------                           --------
/s/ John E. Parker                              President, Chief Executive Officer
---------------------------------------         and Director                 
             John E. Parker                     (principal executive officer)
                                       

/s/ Leslie H. Gordon                            Senior Vice President and
---------------------------------------         Chief Financial Officer                     
            Leslie H. Gordon                    (principal accounting and financial officer)
                                       

/s/ William Kaplan                              Chairman of the Board
---------------------------------------
            William Kaplan

/s/ Patricia A. Parker                          Director
---------------------------------------
            Patricia A. Parker

/s/ Richard Lesser                              Director
---------------------------------------
            Richard Lesser

/s/ Richard J. Bauer                            Director
---------------------------------------
            Richard J. Bauer

/s/ Richard J. Drake                            Director
---------------------------------------
            Richard J. Drake
Exhibit Index

    Exhibit Number
    --------------

   5.1                Opinion of Counsel regarding Legality

 *10.1                1997 Employee, Director and Consultant Stock Option Plan

  23.1                Consent of PricewaterhouseCoopers LLP

  23.2                Consent of Counsel (included as part of Exhibit 5.1)

  24.1                Power of Attorney (included on signature page)

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* Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 333-32859).