<PAGE>

 As filed with the Securities and Exchange Commission on March __________ , 1998

                                Registration No.________________________________


                       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
                     (215) 676-6000                            19114
                     --------------                            -----
            (Address and telephone number of                (Zip Code)
              Principal Executive Offices)

                        1995 Incentive Stock Option Plan
                        --------------------------------
                            (Full title of the Plan)

                             Steven B. King, Esquire
                   Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                               1735 Market Street
                           Philadelphia PA 19103-7598
                                 (215) 994-1037
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                      Proposed Maximum          Proposed Maximum         Amount of
    Title of Securities         Amount to be           Offering Price          Aggregate Offering      Registration
     to be Registered          Registered(1)            Per Share(2)                Price(2)                Fee(2)
     ----------------          -------------            ------------                --------           ------------
<S>                               <C>                       <C>                      <C>                  <C>
Common Stock,                 1,000,000 shares             $7.75                   $7,750,000            $2,286.25
Par value $0.01 per share
</TABLE>
<PAGE>



(1)  There are registered hereby 1,000,000 shares of Common Stock Par Value
     $0.01 per Share ("Common Stock") of Deb Shops, Inc. (the "Company")
     issuable pursuant to the Company's 1995 Incentive Stock Option Plan (the
     "Plan") under which Options could be granted with respect to 2,000,000
     shares of the Company's Common Stock. 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 1,000,000 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 1,000,000 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 March 19, 1998, as reported on
     the NASDAQ National Market System.

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.


<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, 1997 (Commission File
                           No. 0-12188);

                           (b) All other reports filed by the Company with the
                           Commission since January 31, 1997 pursuant to Section
                           13(a), 14, or 15(d) of the Exchange Act, including
                           the following:

                                            (i) Proxy Statement dated April 30,
                                            1997 filed in connection with the
                                            Company's 1997 Annual Meeting of
                                            Shareholders held on May 30, 1997;

                                            (ii) Quarterly Reports on Form 10-Q
                                            for the quarterly periods ended
                                            April 30, 1997, July 31, 1997 and
                                            October 31, 1997; and

                           (c) The description of the Company's Common Stock
                           contained in the registration statement therefor
                           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.


                                      II-1
<PAGE>

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 Mesirov Gelman
Jaffe Cramer & Jamieson, LLP, Philadelphia, Pennsylvania, counsel to the
Company. Barry H. Frank, a partner of such law firm, is a Director of the
Company, and a co-trustee of certain trusts (for the benefit of Mr. and Mrs.
Warren Weiner) owning 1,621,982 shares of the Common Stock of the Company as to
which Mr. Frank disclaims beneficial interest.

Item 6.  Indemnification of Directors and Officers

                  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 person who is or was made a party or is
threatened to be made a party to any proceeding by reason of the fact that he is
or was a Director or officer of the Company (or any of its subsidiaries) or, is
or was serving at the request of the Company as a Director, officer, trustee,
employee or agent of another corporation, partnership, trust, employee benefit
plan or other enterprise against all 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, 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, or
any of its subsidiaries, or acted as a Director or officer or in any other
capacity on behalf of the Company, 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 a 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.


                                      II-2
<PAGE>

                  The Pennsylvania Business Corporation Law, 15 Pa. C.S.A.
ss.ss.101 et seq., generally provides that a corporation may, and in the case of
a person who has been successful on the merits or otherwise in defense of any
action brought by third parties, shall, indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action or proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner that he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had reasonable cause
to believe that his conduct was unlawful.

                  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 Securities and Exchange 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.


                                      II-3
<PAGE>



Item 8.  Exhibits
<TABLE>
<CAPTION>
               Exhibit No.               Description
               -----------               -----------
                <S>                        <C>
               4                         1995 Incentive Stock Option Plan incorporated by reference to
                                         Exhibit No. 10-20 in the Company's Annual Report on Form 10-K
                                         dated April 11, 1997.

               5                         Opinion of Mesirov Gelman Jaffe Cramer & Jamieson,
                                         LLP.

               23-1                      Consent of Arthur Andersen LLP, Independent Public Accountants
                                         of Deb Shops, Inc.

               23-2                      Consent of Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                                         (included in Exhibit 5).

               24                        Power of Attorney (set forth on signature page hereto).
</TABLE>

Item 9.  Undertakings
<TABLE>
<CAPTION>
                  (a)      The undersigned registrant hereby undertakes:
                  <S>         <C>         <C>
                           (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");

                                    (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) (ss.230.424(b) of
                                            this
</TABLE>

                                      II-4
<PAGE>

                                            chapter) if, in the aggregate, the
                                            changes in volume and price
                                            represent no more than a 20% 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.

         (c)      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


                                      II-5
<PAGE>

                  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.

                                      II-6
<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
the 23 day of March, 1998.

                                 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.

                                      II-7
<PAGE>



                  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, Chief Executive          March 23, 1998
------------------                          Officer and Director           
Marvin Rounick                              (Principal Executive Officer)  
                                            



/s/ Warren Weiner                           Executive Vice President            March 23, 1998
 ----------------                           Secretary, Treasurer 
Warren Weiner                               and Director         
                                            



/s/ Jack A. Rounick                         Assistant Secretary and             March 23, 1998
-------------------                         Director
Jack A. Rounick                             



/s/ Paul S. Bachow                          Director                            March 23, 1998
------------------
Paul S. Bachow


/s/ Barry H. Feinberg                       Director                            March 23, 1998
---------------------
Barry H. Feinberg


/s/  Barry H. Frank                         Director                            March 23, 1998
-------------------
Barry H. Frank, Esquire
</TABLE>

                                      II-8
<PAGE>


<TABLE>
<CAPTION>
(cont'd.)
Signature                                   Title                               Date
<S>                                          <C>                                <C>


/s/  Lewis Lyons                            Vice President, Finance,            March 23, 1998
----------------                            Chief Financial Officer and    
Lewis Lyons                                 Assistant Secretary            
                                                                           
                                            

/s/ William F. Gallagher                    Controller                          March 23, 1998
------------------------
William F. Gallagher
</TABLE>

                                      II-9
<PAGE>




                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>
                Exhibit No.            Description
                -----------            -----------
                 <S>                       <C>

                   4                   1995 Incentive Stock Option Plan incorporated by reference to
                                       Exhibit No. 10-20 in the Company's Annual Report on Form 10-K
                                       dated April 11, 1997.

                   5                   Opinion of Mesirov Gelman Jaffe Cramer & Jamieson, LLP.

                   23-1                Consent of Arthur Andersen LLP, Independent Public Accountants 
                                       of Deb Shops, Inc.

                   23-2                Consent of Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                                       (included in Exhibit 5).

                   24                  Power of Attorney (set forth on signature page hereto).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26873}]
{"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": "333-48459", "film-number": "98571079"}, "business-address": {"street1": "9401 BLUE GRASS RD", "city": "PHILADELPHIA", "state": "PA", "zip": "19114", "phone": "2156766000"}, "mail-address": {"street1": "9401 BLUE GRASS ROAD", "city": "PHILADELPHIA", "state": "PA", "zip": "19114"}}
As filed with the Securities and Exchange Commission on March __________ , 1998

                                Registration No.________________________________

                       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
                     (215) 676-6000                            19114
                     --------------                            -----
            (Address and telephone number of                (Zip Code)
              Principal Executive Offices)

                        1995 Incentive Stock Option Plan
                        --------------------------------
                            (Full title of the Plan)

                             Steven B. King, Esquire
                   Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                               1735 Market Street
                           Philadelphia PA 19103-7598
                                 (215) 994-1037
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum          Proposed Maximum         Amount of
    Title of Securities         Amount to be           Offering Price          Aggregate Offering      Registration
     to be Registered          Registered(1)            Per Share(2)                Price(2)                Fee(2)
     ----------------          -------------            ------------                --------           ------------
Common Stock,                 1,000,000 shares             $7.75                   $7,750,000            $2,286.25
Par value $0.01 per share
(1)  There are registered hereby 1,000,000 shares of Common Stock Par Value
     $0.01 per Share ("Common Stock") of Deb Shops, Inc. (the "Company")
     issuable pursuant to the Company's 1995 Incentive Stock Option Plan (the
     "Plan") under which Options could be granted with respect to 2,000,000
     shares of the Company's Common Stock. 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 1,000,000 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 1,000,000 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 March 19, 1998, as reported on
     the NASDAQ National Market System.

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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, 1997 (Commission File
                           No. 0-12188);

                           (b) All other reports filed by the Company with the
                           Commission since January 31, 1997 pursuant to Section
                           13(a), 14, or 15(d) of the Exchange Act, including
                           the following:

                                            (i) Proxy Statement dated April 30,
                                            1997 filed in connection with the
                                            Company's 1997 Annual Meeting of
                                            Shareholders held on May 30, 1997;

                                            (ii) Quarterly Reports on Form 10-Q
                                            for the quarterly periods ended
                                            April 30, 1997, July 31, 1997 and
                                            October 31, 1997; and

                           (c) The description of the Company's Common Stock
                           contained in the registration statement therefor
                           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.

                                      II-1
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 Mesirov Gelman
Jaffe Cramer & Jamieson, LLP, Philadelphia, Pennsylvania, counsel to the
Company. Barry H. Frank, a partner of such law firm, is a Director of the
Company, and a co-trustee of certain trusts (for the benefit of Mr. and Mrs.
Warren Weiner) owning 1,621,982 shares of the Common Stock of the Company as to
which Mr. Frank disclaims beneficial interest.

Item 6.  Indemnification of Directors and Officers

                  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 person who is or was made a party or is
threatened to be made a party to any proceeding by reason of the fact that he is
or was a Director or officer of the Company (or any of its subsidiaries) or, is
or was serving at the request of the Company as a Director, officer, trustee,
employee or agent of another corporation, partnership, trust, employee benefit
plan or other enterprise against all 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, 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, or
any of its subsidiaries, or acted as a Director or officer or in any other
capacity on behalf of the Company, 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 a 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.

                                      II-2
The Pennsylvania Business Corporation Law, 15 Pa. C.S.A.
ss.ss.101 et seq., generally provides that a corporation may, and in the case of
a person who has been successful on the merits or otherwise in defense of any
action brought by third parties, shall, indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action or proceeding by judgment, order, settlement or conviction or upon a
plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner that he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had reasonable cause
to believe that his conduct was unlawful.

                  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 Securities and Exchange 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.

                                      II-3
Item 8.  Exhibits
Exhibit No.               Description
               -----------               -----------
4                         1995 Incentive Stock Option Plan incorporated by reference to
                                         Exhibit No. 10-20 in the Company's Annual Report on Form 10-K
                                         dated April 11, 1997.

               5                         Opinion of Mesirov Gelman Jaffe Cramer & Jamieson,
                                         LLP.

               23-1                      Consent of Arthur Andersen LLP, Independent Public Accountants
                                         of Deb Shops, Inc.

               23-2                      Consent of Mesirov Gelman Jaffe Cramer & Jamieson, 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");

                                    (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) (ss.230.424(b) of
                                            this
II-4
chapter) if, in the aggregate, the
                                            changes in volume and price
                                            represent no more than a 20% 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.

         (c)      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

                                      II-5
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.

                                      II-6
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
the 23 day of March, 1998.

                                 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.

                                      II-7
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, Chief Executive          March 23, 1998
------------------                          Officer and Director           
Marvin Rounick                              (Principal Executive Officer)  
                                            

/s/ Warren Weiner                           Executive Vice President            March 23, 1998
 ----------------                           Secretary, Treasurer 
Warren Weiner                               and Director         
                                            

/s/ Jack A. Rounick                         Assistant Secretary and             March 23, 1998
-------------------                         Director
Jack A. Rounick                             

/s/ Paul S. Bachow                          Director                            March 23, 1998
------------------
Paul S. Bachow

/s/ Barry H. Feinberg                       Director                            March 23, 1998
---------------------
Barry H. Feinberg

/s/  Barry H. Frank                         Director                            March 23, 1998
-------------------
Barry H. Frank, Esquire
II-8
(cont'd.)
Signature                                   Title                               Date
/s/  Lewis Lyons                            Vice President, Finance,            March 23, 1998
----------------                            Chief Financial Officer and    
Lewis Lyons                                 Assistant Secretary            
                                                                           
                                            

/s/ William F. Gallagher                    Controller                          March 23, 1998
------------------------
William F. Gallagher
II-9
EXHIBIT INDEX
                                  -------------
Exhibit No.            Description
                -----------            -----------
4                   1995 Incentive Stock Option Plan incorporated by reference to
                                       Exhibit No. 10-20 in the Company's Annual Report on Form 10-K
                                       dated April 11, 1997.

                   5                   Opinion of Mesirov Gelman Jaffe Cramer & Jamieson, LLP.

                   23-1                Consent of Arthur Andersen LLP, Independent Public Accountants 
                                       of Deb Shops, Inc.

                   23-2                Consent of Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                                       (included in Exhibit 5).

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