As filed with the Securities and Exchange Commission on August 13, 1999

                                        Registration No. 333-


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC  20549
                            FORM S-8
    Registration Statement Under the Securities Act of 1933
                       Stage Stores, Inc.
     (Exact name of registrant as specified in its charter)

           Delaware                         76-0407711
(State of or other jurisdiction of        (I.R.S. employer
incorporation or organization)           identification no.)

                       10201 Main Street
                       Houston, TX  77002
                    Telephone: (713) 667-5601
       (Address of Principal Executive Offices) (zip code)
         Amended and Restated 1996 Equity Incentive Plan
                      (Full title of plans)

                         Mr. Carl Tooker
                       Stage Stores, Inc.
                        10201 Main Street
                      Houston, Texas  77002
             (Name and address of agent for service)

                         (713) 667-5601
  (Telephone number, including area code, of agent for service)

                            Copy to:

                          Lance C. Balk
                        Kirkland & Ellis
                         Citicorp Center
                      153 East 53rd Street
                 New York, New York  10022-4675


                 Calculation of Registration Fee

  Title of    Amount to    Proposed      Proposed     Amount of
 securities      be        maximum       maximum     Registrati
   to be     registered   price per     aggregate      on Fee
 registered      (1)       share(2)      offering
                                         price(2)

Common stock
par value $.01
per share     2,000,000     $6.125     $12,250,000    $3,405.50



(1)  This  registration statement also relates to such additional
     securities as may be offered or issued under the Amended and
     Restated  1996  Equity Incentive Plan  to  prevent  dilution
     resulting  from  stock  splits, stock dividends  or  similar
     transactions.
(2)  Estimated   solely   for   purposes   of   calculating   the
     Registration  Fee  based,  pursuant  to  Rules  457(c)   and
     457(h)(1)  under the Securities Act, on the average  of  the
     high  and  low  prices of the Common Stock as of  August  9,
     1999.





                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  Information  required by Part I to be contained in the  Section
10(a)  prospectus is omitted from this Registration Statement  in
accordance  with Rule 428 under the Securities Act of  1933  (the
"Securities Act") and the Note to Part I of Form S-8.


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of certain documents by reference.

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

  (a)  Stage  Stores, Inc.'s (the "Registrant") Annual Report  on
Form  10-K  for  the  fiscal  year ended  January  30,  1999  and
Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
1999.

  (b)  The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form S-1 (the "Form
S-1"), as amended, originally filed on June 12, 1996 (File No. 33-
5855) under the caption "Description of Capital Stock."

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

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section  145  of  the Delaware General Corporation  Law,  as
amended  (the  "Delaware  Act") permits  indemnification  of  the
directors  and  officers of Stage Stores, Inc.  ("Stage  Stores")
involved  in  a  civil  or criminal action, suit  or  proceeding,
including, under certain circumstances, suits by or in the  right
of Stage Stores, for any expenses, including attorneys' fees, and
(except  in the case of suits by or in the right of Stage Stores)
any  liabilities which they may have incurred in  consequence  of
such  action, suit or proceeding under the conditions  stated  in
said Section.

     Article   IX  of  Stage  Stores'  Restated  Certificate   of
Incorporation  provides,  in substance,  for  indemnification  by
Stage Stores of its directors and officers in accordance with the
provisions of the Delaware Act.

     In  addition, Stage Stores has purchased insurance  coverage
under  policies which insure Stage Stores for amounts which Stage
Stores  is  required  or permitted to pay as  indemnification  of
directors   and  certain  officers  of  Stage  Stores   and   its
subsidiaries, and which insure directors and certain officers  of
Stage  Stores  and  its subsidiaries against certain  liabilities
which  might be incurred by them in such capacities and for which
they are not entitled to indemnification by Stage Stores.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     Reference  is  made  to the Exhibit Index  that  immediately
precedes the exhibits filed with this Registration Statement.

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;

          (ii)  To reflect in the prospectus any facts or  events
       arising  after  the  effective date  of  the  Registration
       Statement  (or  the  most recent post-effective  amendment
       thereof)   which,  individually  or  in   the   aggregate,
       represent  a  fundamental change in  the  information  set
       forth in the Registration Statement;

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

     provided,  however,  that  the  undertakings  set  forth  in
     paragraphs  (i)  and  (ii)  above  do  not  apply   if   the
     Registration Statement is on Form S-3 or Form  S-8  and  the
     information  required  to be included  in  a  post-effective
     amendment  by  those  paragraphs is  contained  in  periodic
     reports  filed by the Registrant pursuant to Section  13  or
     Section  15(d) of the Exchange Act that are incorporated  by
     reference in this 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 further  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  any
     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
     herein,  and  the offering of such securities at  that  time
     shall  be  deemed  to  be  the initial  bona  fide  offering
     thereof.

     (c)   Insofar as the indemnification for liabilities arising
     under  the  Securities  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 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 express 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.




                           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 Houston, State of Texas, on August 12, 1999.

                         STAGE STORES, INC.

                         By:  /s/ Carl Tooker
                              Carl Tooker
                              Chairman,  Chief Executive  Officer
                              and President (principle executive officer)

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person  whose
signature  appears  below hereby constitutes  and  appoints  Carl
Tooker and James Marcum his true and lawful attorney-in-fact  and
agent,  with full power of substitution and revocation,  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  such
attorney-in-fact and agent, full power and authority  to  do  and
perform  such,  each  and  every  act  and  thing  requisite  and
necessary  to  be done, as fully to all intents and  purposes  as
such  person  might or could do in person, hereby  ratifying  and
confirming  all  that  said attorney-in-fact  and  agent  or  his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the  requirements of the Securities  Act  this
Registration  Statement and the foregoing Power of Attorney  have
been signed by the following persons in the capacities and on the
date indicated.

     Signature                    Capacity               Date

/s/ Carl Tooker         Chairman, Chief Executive      August 12, 1999
Carl Tooker             Officer and President
                        (principle executive officer)

/s/ James Marcum        Vice Chairman and Chief        August 12, 1999
James Marcum            Financial Officer (principal
                        financial and accounting
                        officer)

/s/ Harold Compton      Director                       August 12, 1999
Harold Compton

/s/ Robert Huth         Director                       August 12, 1999
Robert Huth

/s/ Richard Jolosky     Director                       August 12, 1999
Richard Jolosky

/s/ Jack Bush           Director                       August 12, 1999
Jack Bush

/s/ David Thomas        Director                       August 12, 1999
David Thomas

/s/ John Wiesner        Director                       August 12, 1999
John Wiesner

                       INDEX TO EXHIBITS


Exhibit No.                 Description

   *4.1        Amended and Restated Certificate of
               Incorporation, as amended, of the Registrant.
               Incorporated by reference to Exhibit 3.1 of
               Registration No. 333-5855 on Form S-1.

   *4.2        By-laws of Registrant, as amended to date.
               Incorporated by reference to Exhibit 3.2 of
               Registration No. 333-5855 on Form S-1.

  **4.3        Amended and Restated 1996 Equity Incentive Plan.

  **5.1        Opinion and consent of Kirkland & Ellis, special
               counsel to the Registrant.

 **23.1        Consent of PricewaterhouseCoopers LLP.

 **23.2        Consent of Kirkland & Ellis (included in Exhibit 5.1).











*       Previously Filed
**     Filed Herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13653}]
{"company-data": {"conformed-name": "STAGE STORES INC", "cik": "0000006885", "assigned-sic": "5311", "irs-number": "760407711", "state-of-incorporation": "DE", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85217", "film-number": "99689568"}, "business-address": {"street1": "10201 MAIN ST", "city": "HOUSTON", "state": "TX", "zip": "77025", "phone": "7136675601"}, "mail-address": {"street1": "10201 MAIN STREET", "city": "HOUSTON", "state": "TX", "zip": "77025"}, "former-company": {"former-conformed-name": "APPAREL RETAILERS INC", "date-changed": "19930908"}}
As filed with the Securities and Exchange Commission on August 13, 1999

                                        Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC  20549
                            FORM S-8
    Registration Statement Under the Securities Act of 1933
                       Stage Stores, Inc.
     (Exact name of registrant as specified in its charter)

           Delaware                         76-0407711
(State of or other jurisdiction of        (I.R.S. employer
incorporation or organization)           identification no.)

                       10201 Main Street
                       Houston, TX  77002
                    Telephone: (713) 667-5601
       (Address of Principal Executive Offices) (zip code)
         Amended and Restated 1996 Equity Incentive Plan
                      (Full title of plans)

                         Mr. Carl Tooker
                       Stage Stores, Inc.
                        10201 Main Street
                      Houston, Texas  77002
             (Name and address of agent for service)

                         (713) 667-5601
  (Telephone number, including area code, of agent for service)

                            Copy to:

                          Lance C. Balk
                        Kirkland & Ellis
                         Citicorp Center
                      153 East 53rd Street
                 New York, New York  10022-4675

                 Calculation of Registration Fee

  Title of    Amount to    Proposed      Proposed     Amount of
 securities      be        maximum       maximum     Registrati
   to be     registered   price per     aggregate      on Fee
 registered      (1)       share(2)      offering
                                         price(2)

Common stock
par value $.01
per share     2,000,000     $6.125     $12,250,000    $3,405.50

(1)  This  registration statement also relates to such additional
     securities as may be offered or issued under the Amended and
     Restated  1996  Equity Incentive Plan  to  prevent  dilution
     resulting  from  stock  splits, stock dividends  or  similar
     transactions.
(2)  Estimated   solely   for   purposes   of   calculating   the
     Registration  Fee  based,  pursuant  to  Rules  457(c)   and
     457(h)(1)  under the Securities Act, on the average  of  the
     high  and  low  prices of the Common Stock as of  August  9,
     1999.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  Information  required by Part I to be contained in the  Section
10(a)  prospectus is omitted from this Registration Statement  in
accordance  with Rule 428 under the Securities Act of  1933  (the
"Securities Act") and the Note to Part I of Form S-8.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of certain documents by reference.

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

  (a)  Stage  Stores, Inc.'s (the "Registrant") Annual Report  on
Form  10-K  for  the  fiscal  year ended  January  30,  1999  and
Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
1999.

  (b)  The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form S-1 (the "Form
S-1"), as amended, originally filed on June 12, 1996 (File No. 33-
5855) under the caption "Description of Capital Stock."

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

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section  145  of  the Delaware General Corporation  Law,  as
amended  (the  "Delaware  Act") permits  indemnification  of  the
directors  and  officers of Stage Stores, Inc.  ("Stage  Stores")
involved  in  a  civil  or criminal action, suit  or  proceeding,
including, under certain circumstances, suits by or in the  right
of Stage Stores, for any expenses, including attorneys' fees, and
(except  in the case of suits by or in the right of Stage Stores)
any  liabilities which they may have incurred in  consequence  of
such  action, suit or proceeding under the conditions  stated  in
said Section.

     Article   IX  of  Stage  Stores'  Restated  Certificate   of
Incorporation  provides,  in substance,  for  indemnification  by
Stage Stores of its directors and officers in accordance with the
provisions of the Delaware Act.

     In  addition, Stage Stores has purchased insurance  coverage
under  policies which insure Stage Stores for amounts which Stage
Stores  is  required  or permitted to pay as  indemnification  of
directors   and  certain  officers  of  Stage  Stores   and   its
subsidiaries, and which insure directors and certain officers  of
Stage  Stores  and  its subsidiaries against certain  liabilities
which  might be incurred by them in such capacities and for which
they are not entitled to indemnification by Stage Stores.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     Reference  is  made  to the Exhibit Index  that  immediately
precedes the exhibits filed with this Registration Statement.

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;

          (ii)  To reflect in the prospectus any facts or  events
       arising  after  the  effective date  of  the  Registration
       Statement  (or  the  most recent post-effective  amendment
       thereof)   which,  individually  or  in   the   aggregate,
       represent  a  fundamental change in  the  information  set
       forth in the Registration Statement;

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

     provided,  however,  that  the  undertakings  set  forth  in
     paragraphs  (i)  and  (ii)  above  do  not  apply   if   the
     Registration Statement is on Form S-3 or Form  S-8  and  the
     information  required  to be included  in  a  post-effective
     amendment  by  those  paragraphs is  contained  in  periodic
     reports  filed by the Registrant pursuant to Section  13  or
     Section  15(d) of the Exchange Act that are incorporated  by
     reference in this 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 further  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  any
     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
     herein,  and  the offering of such securities at  that  time
     shall  be  deemed  to  be  the initial  bona  fide  offering
     thereof.

     (c)   Insofar as the indemnification for liabilities arising
     under  the  Securities  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 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 express 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.

                           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 Houston, State of Texas, on August 12, 1999.

                         STAGE STORES, INC.

                         By:  /s/ Carl Tooker
                              Carl Tooker
                              Chairman,  Chief Executive  Officer
                              and President (principle executive officer)

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person  whose
signature  appears  below hereby constitutes  and  appoints  Carl
Tooker and James Marcum his true and lawful attorney-in-fact  and
agent,  with full power of substitution and revocation,  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  such
attorney-in-fact and agent, full power and authority  to  do  and
perform  such,  each  and  every  act  and  thing  requisite  and
necessary  to  be done, as fully to all intents and  purposes  as
such  person  might or could do in person, hereby  ratifying  and
confirming  all  that  said attorney-in-fact  and  agent  or  his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the  requirements of the Securities  Act  this
Registration  Statement and the foregoing Power of Attorney  have
been signed by the following persons in the capacities and on the
date indicated.

     Signature                    Capacity               Date

/s/ Carl Tooker         Chairman, Chief Executive      August 12, 1999
Carl Tooker             Officer and President
                        (principle executive officer)

/s/ James Marcum        Vice Chairman and Chief        August 12, 1999
James Marcum            Financial Officer (principal
                        financial and accounting
                        officer)

/s/ Harold Compton      Director                       August 12, 1999
Harold Compton

/s/ Robert Huth         Director                       August 12, 1999
Robert Huth

/s/ Richard Jolosky     Director                       August 12, 1999
Richard Jolosky

/s/ Jack Bush           Director                       August 12, 1999
Jack Bush

/s/ David Thomas        Director                       August 12, 1999
David Thomas

/s/ John Wiesner        Director                       August 12, 1999
John Wiesner

                       INDEX TO EXHIBITS

Exhibit No.                 Description

   *4.1        Amended and Restated Certificate of
               Incorporation, as amended, of the Registrant.
               Incorporated by reference to Exhibit 3.1 of
               Registration No. 333-5855 on Form S-1.

   *4.2        By-laws of Registrant, as amended to date.
               Incorporated by reference to Exhibit 3.2 of
               Registration No. 333-5855 on Form S-1.

  **4.3        Amended and Restated 1996 Equity Incentive Plan.

  **5.1        Opinion and consent of Kirkland & Ellis, special
               counsel to the Registrant.

 **23.1        Consent of PricewaterhouseCoopers LLP.

 **23.2        Consent of Kirkland & Ellis (included in Exhibit 5.1).

*       Previously Filed
**     Filed Herewith