Registration No. 333-_______________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           PAMIDA HOLDINGS CORPORATION
         ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      47-0696125
   ----------------------------------------------------------------------
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)


         8800 "F" Street, Omaha, Nebraska                  68127
    ------------------------------------------------------------------
      (Address of Principal Executive Offices)           (Zip Code)


                           Pamida Holdings Corporation
                            1998 Stock Incentive Plan
                       -----------------------------------
                            (Full title of the plan)


      George R. Mihalko, Senior Vice President and Chief Financial Officer
                           Pamida Holdings Corporation
                     8800 "F" Street, Omaha, Nebraska 68127
   --------------------------------------------------------------------------
                     (Name and address of agent for service)


                                  (402)339-2400
        -----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                Howard J. Kaslow
                         8712 West Dodge Road, Suite 300
                              Omaha, NE 68114-3419

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

<S>                    <C>               <C>                 <C>                   <C>
                                         Proposed maximum     Proposed maximum
Title of securities     Amount to be      offering price     aggregate offering       Amount of
to be registered         registered         per share               price          registration fee
-------------------    --------------    ----------------    ------------------    ----------------
Common Stock,          500,000 shares    $       6.625(1)    $     3,312,500(2)    $         977.19
par value $.01
per share
</TABLE>

(1)  Estimated  solely for purposes of  calculating  the  registration  fee. The
     price is based  upon the  average  of the  high and low  prices  of  Pamida
     Holdings  Corporation  Common Stock on the American  Stock Exchange on June
     June 9, 1998.

(2)  The aggregate  offering price is based upon the proposed  maximum  offering
     price per share for the shares being registered.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed in (a) through (c) below are incorporated by reference
in this  registration  statement;  and all documents  subsequently  filed by the
registrant  pursuant to Sections 13(a),  13(c),  14, and 15(d) of the Securities
Exchange Act of 1934, as amended (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
thereof from the date of filing of such documents.

     (a) The  registrant's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.

     (b) All other reports filed by the registrant  pursuant to Section 13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
registrant document referred to in (a) above.

     (c) The description of the class of securities being offered contained in a
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors,  employees, and
agents. Consistent therewith, the registrant's By-Laws require the registrant to
indemnify  each of its directors and officers  against all expenses,  liability,
and loss (including but not limited to attorneys' fees, judgments,  fines, ERISA
excise  taxes  or  penalties,  and  amounts  paid or to be  paid in  settlement)
actually and reasonably incurred in connection with an action, suit, proceeding,
or  investigation to which such director or officer was, is, or is threatened to
be made a party by reason of the fact that such person is or was an agent of the
registrant.  For  purposes  of  the  foregoing  provision,  an  "agent"  of  the
registrant  includes  any person (i) who is or was a director  or officer of the
registrant  or (ii) who is or was serving at the request of the  registrant as a
director,   officer,  employee,   trustee,  or  agent  of  another  corporation,
partnership,  joint venture,  trust,  or other  enterprise,  including  employee
benefit  plans.  The  registrant  also may,  in the  discretion  of its board of
directors,  similarly  indemnify  any  other  employee  or agent  (other  than a
director or officer);  for purposes of this provision,  an "employee" or "agent"
of the registrant (other than a director or officer) includes any person (i) who
is or was an employee or agent of the  registrant  or (ii) who is or was serving
at the request of the registrant as an employee or agent of another corporation,
partnership,  joint venture,  trust, or other enterprise.  Such  indemnification
provisions are subject to the requirements and limitations of Section 145 of the
General Corporation Law of the State of Delaware.

     The registrant maintains directors and officers liability insurance for the
benefit of its directors and officers.

     The registrant has entered into separate  indemnification  agreements  with
each of its directors, certain of whom are executive officers of the registrant,
pursuant to which the registrant has agreed,  among other things, and subject to
certain  limitations and exceptions (i) to indemnify such persons to the fullest
extent  permitted by law against any claims and expenses  incurred in connection
therewith  arising out of any event or  occurrence  relating to their  status as
director,  officer,  employee,  agent,  or fiduciary of the registrant or of any
other  entity as to which they  served at the  request of the  registrant  or by
reason of anything  done or not done while  serving in such capacity and (ii) to
advance any such  expenses  within two days after a request for such  advance is
received by the registrant.


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 (the "Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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 this
     registration statement;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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
Exchange Act that are incorporated by reference in this registration statement.

     2. That, for the purpose of determining  any liability  under the 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 purposes of
determining any liability under the 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  this  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 Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment 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 counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     PURSUANT TO THE  REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES  THAT IT HAS  REASONABLE  GROUNDS TO BELIEVE  THAT IT MEETS ALL OF THE
REQUIREMENTS  FOR  FILING  ON FORM S-8 AND HAS  DULY  CAUSED  THIS  REGISTRATION
STATEMENT  TO BE  SIGNED  ON ITS  BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED, IN THE CITY OF OMAHA, STATE OF NEBRASKA, ON JUNE 10, 1998.

                                        PAMIDA HOLDINGS CORPORATION

                                        By: /s/ Steven S. Fishman
                                            Steven S. Fishman, Chairman of
                                            the Board and Chief Executive
                                            Officer (Principal Executive
                                            Officer)

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Pamida Holdings  Corporation,
hereby  severally and  individually  constitute  and appoint  Steven S. Fishman,
Frank A. Washburn,  and George R. Mihalko,  and each of them  individually,  the
true and lawful attorneys and agents of each of us to execute in the name, place
and stead of each of us (individually  and in any capacity stated below) any and
all amendments to this  Registration  Statement on Form S-8, and all instruments
necessary or advisable in  connection  therewith,  and to file the same with the
Securities  and Exchange  Commission,  each of such attorneys and agents to have
power to act with or without the others and to have full power and  authority to
do and  perform in the name and on behalf of each of the  undersigned  every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person,  and
we  hereby  ratify  and  confirm  our  signatures  as they may be signed by such
attorneys  and  agents  and  each of  them  individually  to any  and  all  such
amendments and other instruments.

     PURSUANT  TO  THE   REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933,  THIS
REGISTRATION  STATEMENT  HAS  BEEN  SIGNED  BY  THE  FOLLOWING  PERSONS  IN  THE
CAPACITIES AND ON THE DATE INDICATED.

   Name                         Title                               Date
/s/ Steven S. Fishman
Steven S. Fishman             Chairman of the Board, President,  June 10, 1998
                              Chief Executive Officer and
                              Director (Principal Executive
                              Officer)
/s/ Frank A. Washburn
Frank A. Washburn             Executive Vice President           June 10, 1998
                              and Director
/s/ George R. Mihalko
George R. Mihalko             Senior Vice President and Chief    June 10, 1998
                              Financial Officer
/s/ Todd D. Weyhrich
Todd D. Weyhrich              Vice President, Controller and     June 10, 1998
                              Principal Accounting Officer       

L. David Callaway III         Director                           _______, 1998

/s/ Stuyvesant P. Comfort
Stuyvesant P. Comfort         Director                           June 10, 1998

/s/ M. Saleem Muqaddam
M. Saleem Muqaddam            Director                           June 10, 1998

/s/ Peter J. Sodini
Peter J. Sodini               Director                           June 10, 1998

                           PAMIDA HOLDINGS CORPORATION

                                EXHIBIT INDEX TO
                                    FORM S-8
                             REGISTRATION STATEMENT




     Exhibit No.                          Description
     -----------                -----------------------------------
         5                      Opinion of Legal Counsel
        23.1                    Consent of Deloitte & Touche LLP
        23.2                    Consent of Coopers & Lybrand L.L.P.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14616}]
{"company-data": {"conformed-name": "PAMIDA HOLDINGS CORP/DE/", "cik": "0000864760", "assigned-sic": "5331", "irs-number": "470696125", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56669", "film-number": "98646890"}, "business-address": {"street1": "8800 F STREET", "city": "OMAHA", "state": "NE", "zip": "68127", "phone": "4023392400"}, "mail-address": {"street1": "P O BOX 3856", "city": "OMAHA", "state": "NE", "zip": "68103-0856"}}
Registration No. 333-_______________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           PAMIDA HOLDINGS CORPORATION
         ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      47-0696125
   ----------------------------------------------------------------------
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

         8800 "F" Street, Omaha, Nebraska                  68127
    ------------------------------------------------------------------
      (Address of Principal Executive Offices)           (Zip Code)

                           Pamida Holdings Corporation
                            1998 Stock Incentive Plan
                       -----------------------------------
                            (Full title of the plan)

      George R. Mihalko, Senior Vice President and Chief Financial Officer
                           Pamida Holdings Corporation
                     8800 "F" Street, Omaha, Nebraska 68127
   --------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  (402)339-2400
        -----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                Howard J. Kaslow
                         8712 West Dodge Road, Suite 300
                              Omaha, NE 68114-3419
CALCULATION OF REGISTRATION FEE
Proposed maximum     Proposed maximum
Title of securities     Amount to be      offering price     aggregate offering       Amount of
to be registered         registered         per share               price          registration fee
-------------------    --------------    ----------------    ------------------    ----------------
Common Stock,          500,000 shares    $       6.625(1)    $     3,312,500(2)    $         977.19
par value $.01
per share
(1)  Estimated  solely for purposes of  calculating  the  registration  fee. The
     price is based  upon the  average  of the  high and low  prices  of  Pamida
     Holdings  Corporation  Common Stock on the American  Stock Exchange on June
     June 9, 1998.

(2)  The aggregate  offering price is based upon the proposed  maximum  offering
     price per share for the shares being registered.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed in (a) through (c) below are incorporated by reference
in this  registration  statement;  and all documents  subsequently  filed by the
registrant  pursuant to Sections 13(a),  13(c),  14, and 15(d) of the Securities
Exchange Act of 1934, as amended (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
thereof from the date of filing of such documents.

     (a) The  registrant's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.

     (b) All other reports filed by the registrant  pursuant to Section 13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
registrant document referred to in (a) above.

     (c) The description of the class of securities being offered contained in a
registration  statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors,  employees, and
agents. Consistent therewith, the registrant's By-Laws require the registrant to
indemnify  each of its directors and officers  against all expenses,  liability,
and loss (including but not limited to attorneys' fees, judgments,  fines, ERISA
excise  taxes  or  penalties,  and  amounts  paid or to be  paid in  settlement)
actually and reasonably incurred in connection with an action, suit, proceeding,
or  investigation to which such director or officer was, is, or is threatened to
be made a party by reason of the fact that such person is or was an agent of the
registrant.  For  purposes  of  the  foregoing  provision,  an  "agent"  of  the
registrant  includes  any person (i) who is or was a director  or officer of the
registrant  or (ii) who is or was serving at the request of the  registrant as a
director,   officer,  employee,   trustee,  or  agent  of  another  corporation,
partnership,  joint venture,  trust,  or other  enterprise,  including  employee
benefit  plans.  The  registrant  also may,  in the  discretion  of its board of
directors,  similarly  indemnify  any  other  employee  or agent  (other  than a
director or officer);  for purposes of this provision,  an "employee" or "agent"
of the registrant (other than a director or officer) includes any person (i) who
is or was an employee or agent of the  registrant  or (ii) who is or was serving
at the request of the registrant as an employee or agent of another corporation,
partnership,  joint venture,  trust, or other enterprise.  Such  indemnification
provisions are subject to the requirements and limitations of Section 145 of the
General Corporation Law of the State of Delaware.

     The registrant maintains directors and officers liability insurance for the
benefit of its directors and officers.

     The registrant has entered into separate  indemnification  agreements  with
each of its directors, certain of whom are executive officers of the registrant,
pursuant to which the registrant has agreed,  among other things, and subject to
certain  limitations and exceptions (i) to indemnify such persons to the fullest
extent  permitted by law against any claims and expenses  incurred in connection
therewith  arising out of any event or  occurrence  relating to their  status as
director,  officer,  employee,  agent,  or fiduciary of the registrant or of any
other  entity as to which they  served at the  request of the  registrant  or by
reason of anything  done or not done while  serving in such capacity and (ii) to
advance any such  expenses  within two days after a request for such  advance is
received by the registrant.

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 (the "Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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 this
     registration statement;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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
Exchange Act that are incorporated by reference in this registration statement.

     2. That, for the purpose of determining  any liability  under the 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 purposes of
determining any liability under the 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  this  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 Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment 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 counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     PURSUANT TO THE  REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES  THAT IT HAS  REASONABLE  GROUNDS TO BELIEVE  THAT IT MEETS ALL OF THE
REQUIREMENTS  FOR  FILING  ON FORM S-8 AND HAS  DULY  CAUSED  THIS  REGISTRATION
STATEMENT  TO BE  SIGNED  ON ITS  BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED, IN THE CITY OF OMAHA, STATE OF NEBRASKA, ON JUNE 10, 1998.

                                        PAMIDA HOLDINGS CORPORATION

                                        By: /s/ Steven S. Fishman
                                            Steven S. Fishman, Chairman of
                                            the Board and Chief Executive
                                            Officer (Principal Executive
                                            Officer)

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Pamida Holdings  Corporation,
hereby  severally and  individually  constitute  and appoint  Steven S. Fishman,
Frank A. Washburn,  and George R. Mihalko,  and each of them  individually,  the
true and lawful attorneys and agents of each of us to execute in the name, place
and stead of each of us (individually  and in any capacity stated below) any and
all amendments to this  Registration  Statement on Form S-8, and all instruments
necessary or advisable in  connection  therewith,  and to file the same with the
Securities  and Exchange  Commission,  each of such attorneys and agents to have
power to act with or without the others and to have full power and  authority to
do and  perform in the name and on behalf of each of the  undersigned  every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person,  and
we  hereby  ratify  and  confirm  our  signatures  as they may be signed by such
attorneys  and  agents  and  each of  them  individually  to any  and  all  such
amendments and other instruments.

     PURSUANT  TO  THE   REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933,  THIS
REGISTRATION  STATEMENT  HAS  BEEN  SIGNED  BY  THE  FOLLOWING  PERSONS  IN  THE
CAPACITIES AND ON THE DATE INDICATED.

   Name                         Title                               Date
/s/ Steven S. Fishman
Steven S. Fishman             Chairman of the Board, President,  June 10, 1998
                              Chief Executive Officer and
                              Director (Principal Executive
                              Officer)
/s/ Frank A. Washburn
Frank A. Washburn             Executive Vice President           June 10, 1998
                              and Director
/s/ George R. Mihalko
George R. Mihalko             Senior Vice President and Chief    June 10, 1998
                              Financial Officer
/s/ Todd D. Weyhrich
Todd D. Weyhrich              Vice President, Controller and     June 10, 1998
                              Principal Accounting Officer       

L. David Callaway III         Director                           _______, 1998

/s/ Stuyvesant P. Comfort
Stuyvesant P. Comfort         Director                           June 10, 1998

/s/ M. Saleem Muqaddam
M. Saleem Muqaddam            Director                           June 10, 1998

/s/ Peter J. Sodini
Peter J. Sodini               Director                           June 10, 1998

                           PAMIDA HOLDINGS CORPORATION

                                EXHIBIT INDEX TO
                                    FORM S-8
                             REGISTRATION STATEMENT

     Exhibit No.                          Description
     -----------                -----------------------------------
         5                      Opinion of Legal Counsel
        23.1                    Consent of Deloitte & Touche LLP
        23.2                    Consent of Coopers & Lybrand L.L.P.