<PAGE>


   As filed with the Securities and Exchange Commission on September 20, 2002

                              Registration No. 333-
                              ----------------------

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

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

                                 DEB SHOPS, INC.
                           ---------------------------

             (Exact name of registrant as specified in its charter)

                  Pennsylvania                                23-1913593
         -----------------------------------          --------------------------
         (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                   Identification No.)


    9401 Blue Grass Road, Philadelphia, PA                      19114
   --------------------------------------------           -----------------
   (Address of  Principal Executive Offices)                  (Zip Code)


                                 Deb Shops, Inc.
 Incentive Stock Option Plan, As Amended and Restated Effective January 1, 2002
                           ---------------------------
                            (Full title of the Plan)

                                 Marvin Rounick
                             Chief Executive Officer
                              9401 Blue Grass Road
                             Philadelphia, PA 19114
                                 (215) 676-6000
                           ---------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:

                            Jason M. Shargel, Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                                1650 Arch Street
                           Philadelphia, PA 19103-2097
                                 (215) 977-2216


<PAGE>

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE


-------------------------------- -------------------- ------------------- ------------------- ----------------------
                                                           Proposed             Proposed
                                                           Maximum               Maximum
   Title Of Securities To Be        Amount To Be        Offering Price          Aggregate           Amount Of
          Registered               Registered (1)        Per Share (2)       Offering Price      Registration Fee
-------------------------------- -------------------- ------------------- ------------------- ----------------------
<S>                              <C>                  <C>                 <C>                 <C>
Common Stock, $0.01                2,000,000 Shares         $27.31            $54,620,000            $5,025
par value per share
-------------------------------- -------------------- ------------------- ------------------- ----------------------
</TABLE>
(1)      There are registered hereby 2,000,000 shares of common stock, par value
         $0.01 per share ("Common Stock"), of DEB SHOPS, INC. (the "Company")
         issuable pursuant to the Deb Shops, Inc. Incentive Stock Option Plan,
         As Amended and Restated Effective January 1, 2002 (the "Plan") under
         which Options could be granted with respect to 3,000,000 shares of the
         Company's Common Stock. The remaining 1,000,000 shares of Common Stock
         issuable pursuant to the Plan were previously registered on a
         Registration Statement on Form S-8 (File No. 333-48459) filed with the
         Securities and Exchange Commission on March 23, 1998. This Registration
         Statement also relates to such indeterminate number of shares of the
         Company's Common Stock as may become issuable by reason of the
         adjustment provisions of the Plan with respect to the aforesaid
         2,000,000 shares of the Company's Common Stock.

(2)      The maximum offering price per share of Common Stock and the maximum
         aggregate offering price for the 2,000,000 shares of Common Stock being
         offered pursuant to the Plan are estimated solely for the purpose of
         determining the registration fee pursuant to Rule 457(h) under the
         Securities Act of 1933, as amended. They are based upon the average of
         the high and low prices of the Common Stock on September 17, 2002, as
         reported on the NASDAQ National Market System.





                                       -2-
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with the Securities and Exchange
Commission ("Commission"):

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2002;

         (b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 2002 and July 31, 2002; and

         (c) the description of the Company's Common Stock contained in the
registration statement on Form 10 as filed with the Commission on May 29, 1984
under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the Common Stock being registered by this Registration
Statement will be passed upon for the Company by Wolf, Block, Schorr and
Solis-Cohen LLP, Philadelphia, Pennsylvania, counsel to the Company. Jack A.
Rounick, a partner of such law firm, is a Director of the Company and owns
beneficially 942,334 shares of the Company's Common Stock, 750,000 of which are
attributable to a trust for the benefit of Marvin Rounick, for which Jack
Rounick serves as a co-trustee and as to which shares Jack Rounick disclaims
beneficial interest.

Item 6.  Indemnification of Directors and Officers

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





                                       -3-
<PAGE>


         Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify Representatives under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than derivative or corporate actions), to
which any of them is a party or threatened to be made a party by reason of his
or her being a Representative of the corporation or serving at the request of
the corporation as a Representative of another corporation, partnership, joint
venture, trust or other enterprise, if he or she acted in good faith and in a
manner he or she 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 or her conduct was unlawful.

         Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable to
the corporation unless and only to the extent that the proper court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, a Representative is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.

         Section 1743 provides that indemnification against actual and
reasonable expenses is mandatory to the extent that a Representative has been
successful on the merits or otherwise in defense of any such action or
proceeding referred to in Section 1741 or 1742.

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

         Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that
such Representative 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 D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such Representative's official
capacity and as to action in another capacity while holding that office.





                                       -4-
<PAGE>


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

         Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to all
constituent corporations absorbed in a consolidation, merger or division, as
well as the surviving or new corporations surviving or resulting therefrom, and
to service as a representative of a corporation or an employee benefit plan.

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

         Section 3-12 of the Company's By-laws, as amended ("By-laws"), provides
that a Director shall not be personally liable for monetary damages for any
action taken or any failure to take any action to the fullest extent permitted
by the Pennsylvania Director's Liability Act, former 15 Pa. C.S.A. ss. 1721(h).
(This section of the Pennsylvania laws concerning a director's liability has
been superseded by current 15 Pa. C.S.A. ss.1713). These provisions do not have
any effect on the availability of equitable remedies (such as an injunction or
rescission) for breach of fiduciary duty by directors or officers. However, as a
practical matter, equitable remedies may not be available in particular
circumstances.

         Section 7-1 of the By-laws provides, among other things, that the
Company shall indemnify any director or officer of the Company against expenses
(including legal fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person, to the fullest extent now or
hereafter permitted by law in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, brought or threatened to be brought against such person,
including actions or suits by or in the right of the Company, by reason of the
fact that such person is or was a director or officer of the Company, its parent
or any of its subsidiaries, or acted as a director or officer or in any other
capacity on behalf of the Company, its parent or any of its subsidiaries or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or with respect to any employee benefit plan.

         Section 7-2 of the By-laws further provides that the Company may, from
time to time, advance to any person entitled to be indemnified the funds
necessary for payment of expenses incurred in connection with any proceeding,
upon receipt of an undertaking by or on behalf of such person to repay such
amount, if it is ultimately determined that such person is not entitled to
indemnification. The rights and authority conferred in Section 7-1 and Section
7-2 of the By-laws are not exclusive of any other right which an indemnified
party may have or acquire under any statute, provision of the By-laws,
agreement, vote of the shareholders or directors or otherwise. The By-laws
specify that the right to indemnification inures to the benefit of the heirs,
executors and administrators of such person.







                                       -5-
<PAGE>

         The Company has purchased and maintains insurance for its officers and
directors against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Act"). The effect of such insurance is
to indemnify any officer or director of the Company against expenses, judgments,
fines, attorney's fees and other amounts paid in settlements incurred by him,
subject to certain exclusions. Such insurance does not insure against any such
amount incurred by an officer or director as a result of his own dishonesty.

         The foregoing provisions of the By-laws apply only to claims against a
director or officer arising out of his service in such a capacity. Insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and
therefore is unenforceable. See Item 9.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

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

              4              Deb Shops, Inc. Incentive Stock Option Plan, As
                             Amended and Restated Effective January 1, 2002
                             (incorporated by reference to Exhibit No. 10-5.1
                             in the Company's Annual Report on Form 10-K for
                             the fiscal year ended January 31, 2002).

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

              23-1           Consent of Ernst & Young LLP.

              23-2           Consent of Wolf, Block, Schorr and Solis-Cohen LLP
                             (included in Exhibit 5).

              24             Power of Attorney (set forth on signature page
                             hereto).

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 (the "Securities Act");





                                       -6-
<PAGE>


                     (ii)         To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

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

PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference
in the registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act, 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 the purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions discussed in Item 6 of this
Registration Statement, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.





                                       -7-
<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 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 Philadelphia, Commonwealth of Pennsylvania, on
this 20th day of September, 2002.

                                      DEB SHOPS, INC.

                                      By: /s/ Marvin Rounick
                                          ------------------
                                          Marvin Rounick
                                          President, Chief Executive Officer and
                                          Director (Principal Executive Officer)


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marvin Rounick and Warren Weiner, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his 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, and each of them, 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 in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
               Signature                                     Title                                 Date
               ---------                                     -----                                 ----
          <S>                              <C>                                              <C>
          /s/ Marvin Rounick               President and Chief Executive                    September 20, 2002
          -------------------             Officer and Director (Principal
            Marvin Rounick                     Executive Officer)

          /s/ Warren Weiner                   Executive Vice President                      September 20, 2002
          ------------------              Secretary, Treasurer and Director
             Warren Weiner

          /s/ Jack A. Rounick              Assistant Secretary and Director                 September 20, 2002
          -------------------
            Jack A. Rounick

         /s/ Barry H. Feinberg                             Director                         September 20, 2002
         ---------------------
           Barry H. Feinberg

          /s/ Barry H. Frank                               Director                         September 20, 2002
          -------------------
        Barry H. Frank, Esquire

          /s/ Ivan Inerfeld                                Director                         September 20, 2002
          -----------------
             Ivan Inerfeld

           /s/ Lewis Lyons                 Vice President, Finance, Chief
           --------------                       Financial Officer and
              Lewis Lyons                  Assistant Secretary (principal
                                                   financial officer)                       September 20, 2002


            /s/ Joan Nolan                               Controller                         September 20, 2002
            ---------------
              Joan Nolan
</TABLE>


                                      -8-
<PAGE>


                                  EXHIBIT INDEX

     Exhibit
      Number                        Description
     -------                        ------------

     4              Deb Shops, Inc. Incentive Stock Option Plan, As Amended and
                    Restated Effective January 1, 2002 (incorporated by
                    reference to Exhibit No. 10-5.1 in the Company's Annual
                    Report on Form 10-K for the fiscal year ended January 31,
                    2002).
     5              Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
     23-1           Consent of Ernst & Young LLP.
     23-2           Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included
                    in Exhibit 5).
     24             Power of Attorney (set forth on signature page hereto).













                                       -9-
[{"type": "S-8", "sequence": "1", "filename": "s-eight.txt", "description": "S-8", "secsgml_size_bytes": 26467}]
{"company-data": {"conformed-name": "DEB SHOPS INC", "cik": "0000715779", "assigned-sic": "5621", "irs-number": "231913593", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99899", "film-number": "02768714"}, "business-address": {"street1": "9401 BLUE GRASS RD", "city": "PHILADELPHIA", "state": "PA", "zip": "19144", "phone": "2156766000"}, "mail-address": {"street1": "9401 BLUE GRASS ROAD", "city": "PHILADELPHIA", "state": "PA", "zip": "19114"}}
As filed with the Securities and Exchange Commission on September 20, 2002

                              Registration No. 333-
                              ----------------------

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

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

                                 DEB SHOPS, INC.
                           ---------------------------

             (Exact name of registrant as specified in its charter)

                  Pennsylvania                                23-1913593
         -----------------------------------          --------------------------
         (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                   Identification No.)

    9401 Blue Grass Road, Philadelphia, PA                      19114
   --------------------------------------------           -----------------
   (Address of  Principal Executive Offices)                  (Zip Code)

                                 Deb Shops, Inc.
 Incentive Stock Option Plan, As Amended and Restated Effective January 1, 2002
                           ---------------------------
                            (Full title of the Plan)

                                 Marvin Rounick
                             Chief Executive Officer
                              9401 Blue Grass Road
                             Philadelphia, PA 19114
                                 (215) 676-6000
                           ---------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:

                            Jason M. Shargel, Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                                1650 Arch Street
                           Philadelphia, PA 19103-2097
                                 (215) 977-2216
CALCULATION OF REGISTRATION FEE

-------------------------------- -------------------- ------------------- ------------------- ----------------------
                                                           Proposed             Proposed
                                                           Maximum               Maximum
   Title Of Securities To Be        Amount To Be        Offering Price          Aggregate           Amount Of
          Registered               Registered (1)        Per Share (2)       Offering Price      Registration Fee
-------------------------------- -------------------- ------------------- ------------------- ----------------------
Common Stock, $0.01                2,000,000 Shares         $27.31            $54,620,000            $5,025
par value per share
-------------------------------- -------------------- ------------------- ------------------- ----------------------
(1)      There are registered hereby 2,000,000 shares of common stock, par value
         $0.01 per share ("Common Stock"), of DEB SHOPS, INC. (the "Company")
         issuable pursuant to the Deb Shops, Inc. Incentive Stock Option Plan,
         As Amended and Restated Effective January 1, 2002 (the "Plan") under
         which Options could be granted with respect to 3,000,000 shares of the
         Company's Common Stock. The remaining 1,000,000 shares of Common Stock
         issuable pursuant to the Plan were previously registered on a
         Registration Statement on Form S-8 (File No. 333-48459) filed with the
         Securities and Exchange Commission on March 23, 1998. This Registration
         Statement also relates to such indeterminate number of shares of the
         Company's Common Stock as may become issuable by reason of the
         adjustment provisions of the Plan with respect to the aforesaid
         2,000,000 shares of the Company's Common Stock.

(2)      The maximum offering price per share of Common Stock and the maximum
         aggregate offering price for the 2,000,000 shares of Common Stock being
         offered pursuant to the Plan are estimated solely for the purpose of
         determining the registration fee pursuant to Rule 457(h) under the
         Securities Act of 1933, as amended. They are based upon the average of
         the high and low prices of the Common Stock on September 17, 2002, as
         reported on the NASDAQ National Market System.

                                       -2-
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with the Securities and Exchange
Commission ("Commission"):

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2002;

         (b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 2002 and July 31, 2002; and

         (c) the description of the Company's Common Stock contained in the
registration statement on Form 10 as filed with the Commission on May 29, 1984
under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the Common Stock being registered by this Registration
Statement will be passed upon for the Company by Wolf, Block, Schorr and
Solis-Cohen LLP, Philadelphia, Pennsylvania, counsel to the Company. Jack A.
Rounick, a partner of such law firm, is a Director of the Company and owns
beneficially 942,334 shares of the Company's Common Stock, 750,000 of which are
attributable to a trust for the benefit of Marvin Rounick, for which Jack
Rounick serves as a co-trustee and as to which shares Jack Rounick disclaims
beneficial interest.

Item 6.  Indemnification of Directors and Officers

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

                                       -3-
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify Representatives under certain prescribed circumstances
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than derivative or corporate actions), to
which any of them is a party or threatened to be made a party by reason of his
or her being a Representative of the corporation or serving at the request of
the corporation as a Representative of another corporation, partnership, joint
venture, trust or other enterprise, if he or she acted in good faith and in a
manner he or she 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 or her conduct was unlawful.

         Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable to
the corporation unless and only to the extent that the proper court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, a Representative is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.

         Section 1743 provides that indemnification against actual and
reasonable expenses is mandatory to the extent that a Representative has been
successful on the merits or otherwise in defense of any such action or
proceeding referred to in Section 1741 or 1742.

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

         Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that
such Representative 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 D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such Representative's official
capacity and as to action in another capacity while holding that office.

                                       -4-
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by such
Representative in his or her capacity as a Representative, whether or not the
corporation would have the power to indemnify such Representative against that
liability under Subchapter D of Chapter 17 of the BCL.

         Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to all
constituent corporations absorbed in a consolidation, merger or division, as
well as the surviving or new corporations surviving or resulting therefrom, and
to service as a representative of a corporation or an employee benefit plan.

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

         Section 3-12 of the Company's By-laws, as amended ("By-laws"), provides
that a Director shall not be personally liable for monetary damages for any
action taken or any failure to take any action to the fullest extent permitted
by the Pennsylvania Director's Liability Act, former 15 Pa. C.S.A. ss. 1721(h).
(This section of the Pennsylvania laws concerning a director's liability has
been superseded by current 15 Pa. C.S.A. ss.1713). These provisions do not have
any effect on the availability of equitable remedies (such as an injunction or
rescission) for breach of fiduciary duty by directors or officers. However, as a
practical matter, equitable remedies may not be available in particular
circumstances.

         Section 7-1 of the By-laws provides, among other things, that the
Company shall indemnify any director or officer of the Company against expenses
(including legal fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person, to the fullest extent now or
hereafter permitted by law in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, brought or threatened to be brought against such person,
including actions or suits by or in the right of the Company, by reason of the
fact that such person is or was a director or officer of the Company, its parent
or any of its subsidiaries, or acted as a director or officer or in any other
capacity on behalf of the Company, its parent or any of its subsidiaries or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or with respect to any employee benefit plan.

         Section 7-2 of the By-laws further provides that the Company may, from
time to time, advance to any person entitled to be indemnified the funds
necessary for payment of expenses incurred in connection with any proceeding,
upon receipt of an undertaking by or on behalf of such person to repay such
amount, if it is ultimately determined that such person is not entitled to
indemnification. The rights and authority conferred in Section 7-1 and Section
7-2 of the By-laws are not exclusive of any other right which an indemnified
party may have or acquire under any statute, provision of the By-laws,
agreement, vote of the shareholders or directors or otherwise. The By-laws
specify that the right to indemnification inures to the benefit of the heirs,
executors and administrators of such person.

                                       -5-
The Company has purchased and maintains insurance for its officers and
directors against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Act"). The effect of such insurance is
to indemnify any officer or director of the Company against expenses, judgments,
fines, attorney's fees and other amounts paid in settlements incurred by him,
subject to certain exclusions. Such insurance does not insure against any such
amount incurred by an officer or director as a result of his own dishonesty.

         The foregoing provisions of the By-laws apply only to claims against a
director or officer arising out of his service in such a capacity. Insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and
therefore is unenforceable. See Item 9.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

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

              4              Deb Shops, Inc. Incentive Stock Option Plan, As
                             Amended and Restated Effective January 1, 2002
                             (incorporated by reference to Exhibit No. 10-5.1
                             in the Company's Annual Report on Form 10-K for
                             the fiscal year ended January 31, 2002).

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

              23-1           Consent of Ernst & Young LLP.

              23-2           Consent of Wolf, Block, Schorr and Solis-Cohen LLP
                             (included in Exhibit 5).

              24             Power of Attorney (set forth on signature page
                             hereto).

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 (the "Securities Act");

                                       -6-
(ii)         To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

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

PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference
in the registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act, 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 the purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions discussed in Item 6 of this
Registration Statement, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       -7-
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 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 Philadelphia, Commonwealth of Pennsylvania, on
this 20th day of September, 2002.

                                      DEB SHOPS, INC.

                                      By: /s/ Marvin Rounick
                                          ------------------
                                          Marvin Rounick
                                          President, Chief Executive Officer and
                                          Director (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marvin Rounick and Warren Weiner, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his 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, and each of them, 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 in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                     Title                                 Date
               ---------                                     -----                                 ----
/s/ Marvin Rounick               President and Chief Executive                    September 20, 2002
          -------------------             Officer and Director (Principal
            Marvin Rounick                     Executive Officer)

          /s/ Warren Weiner                   Executive Vice President                      September 20, 2002
          ------------------              Secretary, Treasurer and Director
             Warren Weiner

          /s/ Jack A. Rounick              Assistant Secretary and Director                 September 20, 2002
          -------------------
            Jack A. Rounick

         /s/ Barry H. Feinberg                             Director                         September 20, 2002
         ---------------------
           Barry H. Feinberg

          /s/ Barry H. Frank                               Director                         September 20, 2002
          -------------------
        Barry H. Frank, Esquire

          /s/ Ivan Inerfeld                                Director                         September 20, 2002
          -----------------
             Ivan Inerfeld

           /s/ Lewis Lyons                 Vice President, Finance, Chief
           --------------                       Financial Officer and
              Lewis Lyons                  Assistant Secretary (principal
                                                   financial officer)                       September 20, 2002

            /s/ Joan Nolan                               Controller                         September 20, 2002
            ---------------
              Joan Nolan
-8-
EXHIBIT INDEX

     Exhibit
      Number                        Description
     -------                        ------------

     4              Deb Shops, Inc. Incentive Stock Option Plan, As Amended and
                    Restated Effective January 1, 2002 (incorporated by
                    reference to Exhibit No. 10-5.1 in the Company's Annual
                    Report on Form 10-K for the fiscal year ended January 31,
                    2002).
     5              Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
     23-1           Consent of Ernst & Young LLP.
     23-2           Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included
                    in Exhibit 5).
     24             Power of Attorney (set forth on signature page hereto).

                                       -9-