As filed with the Securities and Exchange Commission on November 8, 1999
                                                     Registration No. 333_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                          AMES DEPARTMENT STORES, INC.
             (Exact Name of Registrant as Specified in its Charter)


           DELAWARE                                     04-2269444
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                                2418 MAIN STREET
                              ROCKY HILL, CT 06067
                                 (860) 257-2000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


                          AMES DEPARTMENT STORES, INC.
                              1998 MANAGEMENT STOCK
                                 INCENTIVE PLAN
                              (Full Title of Plan)


                              DAVID H. LISSY, ESQ.
          SENIOR VICE PRESIDENT, GENERAL COUNSEL & CORPORATE SECRETARY
                          AMES DEPARTMENT STORES, INC.
                                2418 MAIN STREET
                              ROCKY HILL, CT 06067
                                 (860) 257-2578
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Securities to be     Amount to be   Proposed Maximum Offering   Proposed Maximum Aggregate      Amount of
             Registered                     Registered(1)      Price Per Share(2)           Offering Price(2)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                      <C>                         <C>
Common Stock, par value $.01 per share    1,800,000 shares          $31.30                 $56,340,000.00             $15,663.00
====================================================================================================================================

</TABLE>

(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the bid and asked price of the Registrant's
Common Stock as reported on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) on November 4, 1999.
================================================================================


NY2:\773378\04\GKQQ04!.DOC\15079.0001
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.

                     The documents containing the information specified in Part
I of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                     The following reoffer prospectus filed as part of the
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and, pursuant to General Instruction C of Form S-8, may be
used for reofferings and resales of Common Stock to be acquired by "affiliates"
of the Company (as defined in Rule 405 under the Securities Act) upon the
exercise or acquisition by such affiliates of options or Common Stock heretofore
or hereafter granted under the 1998 Management Stock Incentive Plan, and any
amendments thereto.









<PAGE>
                               REOFFER PROSPECTUS

                          AMES DEPARTMENT STORES, INC.

                     COMMON STOCK (PAR VALUE $.01 PER SHARE)

                   1,800,000 SHARES OF COMMON STOCK UNDER THE
        AMES DEPARTMENT STORES, INC. 1998 MANAGEMENT STOCK INCENTIVE PLAN

                     This Prospectus is being used in connection with the
offering from time to time by employees (the "Selling Stockholders") of Ames
Department Stores, Inc., a Delaware corporation ("Ames" or the "Company"), who
may be deemed "affiliates" of the Company as defined in Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act"), of shares of common
stock, par value $.01 per share, of the Company (the "Common Stock") that have
been or may be acquired by them pursuant to the Company's 1998 Management Stock
Incentive Plan (the "Stock Plan").

                     The shares of Common Stock may be sold from time to time to
purchasers directly by any of the Selling Stockholders. Alternatively, the
Selling Stockholders may sell the shares of Common Stock in one or more
transactions (which may involve one or more block transactions) on the National
Association of Securities Dealers, Inc. Automated Quotation System National
Market ("NASDAQ"), in sales occurring in the public market off NASDAQ, in
separately negotiated transactions, or in a combination of such transactions.
Each sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. Some or all of the shares of Common Stock may be
sold through brokers acting on behalf of the Selling Stockholders or to dealers
for resale by such dealers, and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts or commissions from
the Selling Stockholders and/or the purchasers of such shares for whom they may
act as broker or agent (which discounts or commissions are not anticipated to
exceed those customary in the types of transactions involved). However, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling Stockholders will be borne by each such
Selling Stockholder. The Company will not be entitled to any of the proceeds
from such sales, although the Company will, with respect to the Stock Plan,
receive the exercise price in cash upon the exercise of any options pursuant to
which the shares of Common Stock are acquired by the employees party thereto.

                     The Selling Stockholders and any dealer participating in
the distribution of any shares of Common Stock or any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any profit on the sale
of any or all of the shares of Common Stock by them and any discounts or
commissions received by any such brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.

                     The Common Stock is traded on NASDAQ under the symbol
"AMES". On November 4, 1999, the closing price of the Common Stock as reported
by NASDAQ was $31-1/16 per share.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                 BY THE SECURITIES AND EXCHANGE COMMISSION, NOR
                 HAS THE COMMISSION PASSED UPON THE ACCURACY OR
                 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is November 8, 1999.



                                       1
<PAGE>
                                TABLE OF CONTENTS

                                                                    Page

AVAILABLE INFORMATION.................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................3
THE COMPANY...........................................................4
USE OF PROCEEDS.......................................................4
SELLING STOCKHOLDERS..................................................5
PLAN OF DISTRIBUTION..................................................6
LEGAL MATTERS.........................................................6
EXPERTS...............................................................6

                     No person has been authorized to give any information or to
make any representation not contained in this Prospectus in connection with any
offering made hereby and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or any other
person. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any offer to sell, solicitation of an
offer to buy or sale of these securities by any person in any jurisdiction in
which it is unlawful for such person to make such offer, solicitation or sale.
Neither the delivery of this Prospectus at any time nor any sale made hereunder
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to such date.

                              AVAILABLE INFORMATION

                     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed with the Commission, as well as the
Registration Statement (as defined below) of which this Prospectus is a part,
may be inspected and copied at the public reference facilities of the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60601-2511. Copies of such material also can be obtained by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Information on the operation
of the Commission's public reference facilities may be obtained by calling
1-800-SEC-0330. In addition, certain material filed by the Company can be
inspected at the NASD Public Reference Room of the National Association of
Securities Dealers Automated Quotation System, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006-1506, through which the Company's Common Stock is quoted.
Also, the Company files such reports, proxy statements and other information
with the Commission pursuant to the Commission's EDGAR system. The Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission pursuant to the EDGAR system. The address of the Commission's web
site is http://www.sec.gov.

                     This Prospectus constitutes a part of a Registration
Statement on Form S-8 (the "Registration Statement") filed by the Company on
November 8, 1999 with the Commission under the Securities Act. As permitted by
the rules and regulations of the Commission, this Prospectus omits certain
information contained in the Registration Statement and incorporates by
reference certain additional information previously filed with the Commission.
Such additional information can be inspected at and obtained from the Commission
in the manner set forth above. Statements contained in this Prospectus or in any
document incorporated by reference herein as to the terms of any contract or
other document referred to herein or therein are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.


                                       2
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 30, 1999.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarterly
                  periods ended May 1, 1999 and July 31, 1999.

         (c)      The Company's Current Reports on Form 8-K filed with the
                  Commission on April 2, 1999.

         (d)      The Company's Current Report on Form 8-K/A filed with the
                  Commission on March 16, 1999.

         (e)      The description of the Company's Common Stock, par value $.01
                  per share, contained in the Company's Registration Statement
                  on Form S-3/A filed with the Commission on April 28, 1999.

                     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
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 a part hereof from the date
of filing of such documents.

                     Any statements contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus. All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
the immediately preceding statement.

                     Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Ames Department
Stores, Inc. 1998 Management Stock Incentive Plan and its administrators is
available without charge by contacting:

                       Director - Corporate Communications
                          Ames Department Stores, Inc.
                                2418 Main Street
                              Rocky Hill, CT 06067
                                 (860) 257-2666





                                       3
<PAGE>
                                   THE COMPANY

                     Ames Department Stores, Inc. and its subsidiaries are
retail merchandisers. As of November 1, 1999, Ames operated 455 discount
department stores under the Ames name in 19 states in the Northeast, Middle
Atlantic and Mid-West regions and the District of Columbia. The Company's stores
are located in rural communities, some of which are not served by other large
retail stores, high-traffic suburban sites, small cities and several major
metropolitan areas. The stores largely serve middle and lower-middle income
customers.

                     Ames is a Delaware corporation organized in 1962 as a
successor to a business originally founded in 1958. Ames was reorganized in
December, 1992 under Chapter 11 of the United States Bankruptcy Code. The
principal executive offices are located at 2418 Main Street, Rocky Hill,
Connecticut 06067, and the telephone number is (860) 257-2000.

                                 USE OF PROCEEDS

                     The Company will not receive any proceeds from any sales by
Selling Stockholders of shares of Common Stock covered by this Prospectus.











                                       4
<PAGE>
                              SELLING STOCKHOLDERS

                     This Prospectus relates to shares of Common Stock that have
been or may be acquired by the Selling Stockholders pursuant to the Stock Plan.
The following table sets forth the name and relationship to the Company of each
Selling Stockholder who is (or may be deemed to be) an affiliate of the Company
and who holds options to acquire Common Stock or shares of Common Stock pursuant
to the Stock Plan, and the number of shares of Common Stock that each such
person may currently acquire pursuant to the exercise of such options.

<TABLE>
<CAPTION>
                                  Relationship                               Number of                Number of
Name of Executive                to the Company                           Options Granted          Shares Granted
-----------------                --------------                           ---------------          --------------
<S>                         <C>                                          <C>                      <C>
Joseph R. Ettore             President, Chief Executive                        200,000                70,200
                             Officer and Director

Denis T. Lemire              Executive Vice President and                      115,000                30,000
                             Chief Operating Officer

Rolando de Aguiar            Executive Vice President                          90,000                 -
                             and Chief Financial and
                             Administrative Officer

James J. Aglio, Jr.          Senior Vice President and General                 17,500                 15,000
                             Merchandise Manager, Home Lines

Lisa Bachmann                Senior Vice President,                                 -                 15,000
                             Allocation and Planning

Eugene E. Bankers            Senior Vice President, Marketing                  17,500                 15,000

Catherine A. Berey           Senior Vice President, Human Resources            10,000                 15,000

David S. Covitz              Senior Vice President and General                 17,500                 15,000
                             Merchandise Manager, Hardlines

Paul C. Lanham               Senior Vice President,                            17,500                 15,000
                             Chief Information Officer

David H. Lissy               Senior Vice President, General Counsel            17,500                 15,000
                             and Corporate Secretary

Alfred B. Petrillo, Jr.      Senior Vice President, Store Planning             17,500                 15,000

Grant C. Sanborn             Senior Vice President, Store Operations           17,500                 15,000

Sanford H. Sansavera         Senior Vice President and General                 17,500                 15,000
                             Merchandise Manager, Softlines

John Tempesta                Senior Vice President, Logistics                  17,500                 15,000

James A. Varhol              Senior Vice President, Asset Protection            17,500                15,000

</TABLE>

                     As of August 17, 1999, there were 29,170,909 shares of the
Company's Common Stock outstanding.


                                       5
<PAGE>
                              PLAN OF DISTRIBUTION

                     The shares of Common Stock may be sold from time to time to
purchasers directly by any of the Selling Stockholders. Alternatively, the
Selling Stockholders may sell the shares of Common Stock in one or more
transactions (which may involve one or more block transactions) on NASDAQ, in
sales occurring in the public market off NASDAQ, in separately negotiated
transactions, or in a combination of such transactions. Each sale may be made
either at market prices prevailing at the time of such sale or at negotiated
prices. Some or all of the shares of Common Stock may be sold through brokers
acting on behalf of the Selling Stockholders or to dealers for resale by such
dealers, and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts or commissions from the Selling
Stockholders and/or the purchasers of such shares for whom they may act as
broker or agent (which discounts or commissions are not anticipated to exceed
those customary in the types of transactions involved). However, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling Stockholders will be borne by each such
Selling Stockholder. The Company will not be entitled to any of the proceeds
from such sales, although the Company will, with respect to the Stock Plan,
receive the exercise price in cash upon the exercise of the options under which
the shares of Common Stock are acquired by the employees party thereto.

                     The Selling Stockholders and any dealer participating in
the distribution of any of the shares of Common Stock or any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
profit on the sale of any or all of the shares of Common Stock by them and any
discounts or commissions received by any such brokers or dealers may be deemed
to be underwriting discounts and commissions under the Securities Act.

                     Any broker or dealer participating in any distribution of
shares of Common Stock in connection with this offering may be deemed to be an
"underwriter" within the meaning of the Securities Act and if so deemed will be
required to deliver a copy of this Prospectus, including a Prospectus
Supplement, if required, to any person who purchases any of the shares of Common
Stock from or through such broker or dealer.

                     In order to comply with the securities laws of certain
states, if applicable, the shares of Common Stock will be sold only through
registered or licensed brokers or dealers. In addition, in certain states, the
shares of Common Stock may not be sold unless they have been registered or
qualified for sale in such state or an exemption from such registration or
qualification requirement is available and is complied with.

                                  LEGAL MATTERS

                     Certain legal matters with respect to the Common Stock
offered hereby will be passed upon by Weil, Gotshal & Manges LLP, legal counsel
to the Company.

                                     EXPERTS

                     The consolidated financial statements of Ames Department
Stores, Inc. appearing in the Company's Annual Report on Form 10-K for the year
ended January 30, 1999, have been audited by Arthur Andersen LLP, independent
public accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.


                                       6
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents filed with the Commission by Ames
Department Stores, Inc., (the "Company") are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 30, 1999.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarterly
                  periods ended May 1, 1999 and July 31, 1999.

         (c)      The Company's Current Reports on Form 8-K filed with the
                  Commission on April 2, 1999.

         (d)      The Company's Current Report on Form 8-K/A filed with the
                  Commission on March 16, 1999.

         (e)      The description of the Company's Common Stock, par value $.01
                  per share, contained in the Company's Registration Statement
                  on Form S-3/A filed with the Commission on April 28, 1999.

                     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement 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 a part hereof from the date of filing of such
documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

                     Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     Generally, Section 145 of the General Corporation Law of
the State of Delaware permits a corporation to indemnify certain persons made a
party to an action, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect of any matter as to which
that person was adjudged liable for negligence or misconduct in the performance
of that person's duty to the corporation unless the Delaware Court of Chancery
or the court in which the action was brought determines that despite the
adjudication of liability that person is fairly and reasonably entitled to
indemnity for proper expenses. To the extent that any such person has been
successful in the defense of any matter, such person shall be indemnified
against expenses actually and reasonably incurred by him.

                     Section 3. of Article FIFTH of the Amended and Restated
Certificate of Incorporation of the Company provides that to the fullest extent
permitted by the Delaware General Corporation Law, no director shall be


                                      II-1
<PAGE>
personably liable to the Company or any of its stockholders for monetary damages
for breach of fiduciary duty as a director.

                     Article VIII of the Company's By-Laws provides that each
director and officer of the Company (and his heirs, executors and
administrators) shall be indemnified by the Company against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding to
which he may be made a party by reason of his being or having been a director or
officer of the Company (whether or not he is a director or officer at the time
of incurring such expenses), provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company shall not,
however, indemnify such director or officer in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                     The Company's By-Laws provide that the respective rights of
indemnification shall not be exclusive of other rights to which any director or
officer may be entitled under any law, By-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the direction of any
court of competent jurisdiction or otherwise.

                     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons
controlling the Company as disclosed above, 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 Securities Act and is therefore
unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

ITEM 8.    EXHIBITS.

            4(a)     -     Ames Department Stores, Inc. 1998 Management Stock
                           Incentive Plan (incorporated by reference to the
                           Company's definitive Proxy Statement filed with the
                           Commission on April 8, 1998).

            4(b)     -     Amended and Restated Certificate of Incorporation of
                           the Company (incorporated by reference to the
                           Company's definitive Proxy Statement filed with the
                           Commission on April 8, 1996).

            4(d)     -     Amended and Restated By-Laws of the Company
                           (incorporated by reference to the Company's Quarterly
                           Report on Form 10-Q for the quarterly period ended
                           July 31, 1999).

            5        -     Opinion of Weil, Gotshal & Manges LLP.

            23(a)    -     Consent of Arthur Andersen LLP.

            23(b)    -     Consent of Weil, Gotshal & Manges LLP (included in
                           Exhibit 5).

            24       -     Power of Attorney (included as part of the signature
                           pages to this Registration Statement and incorporated
                           herein by reference).


                                      II-2
<PAGE>
ITEM 9.    UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement;

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in maximum aggregate offering 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 paragraph (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by the foregoing paragraphs is contained in periodic
           reports filed by the Company pursuant to Section 13 or Section 15(d)
           of 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
                  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 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
                  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



                                      II-3
<PAGE>
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.














                                      II-4
<PAGE>
                                   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 Town of Rocky Hill, State of Connecticut on this 8th day
of November, 1999.



                              AMES DEPARTMENT STORES, INC.

                              By: /s/ Joseph R. Ettore
                                  ---------------------------------------
                                  Name: Joseph R. Ettore
                                  Title: President and Chief
                                         Executive Officer



                              By: /s/ Denis T. Lemire
                                  ---------------------------------------
                                  Name: Denis T. Lemire
                                  Title: Executive Vice President and
                                         Chief Operating Officer



                              By: /s/ Rolando de Aguiar
                                  ---------------------------------------
                                  Name: Rolando de Aguiar
                                  Title: Executive Vice President and
                                         Chief Financial and
                                         Administrative Officer




                                      II-5
<PAGE>
                               POWER OF ATTORNEY

                     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph R. Ettore and Rolando de
Aguiar, acting individually, 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 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
              Signature                                    Title                                   Date
              ---------                                    -----                                   ----
<S>                                           <C>                                           <C>
/s/ Joseph R. Ettore                           President, Chief Executive                    November 8, 1999
------------------------------------           Officer and Director
       Joseph R. Ettore


/s/ Denis T. Lemire                            Executive Vice President                      November 8, 1999
------------------------------------           and Chief Operating Officer
       Denis T. Lemire


/s/ Rolando de Aguiar                          Executive Vice President                      November 8, 1999
------------------------------------           and Chief Financial and
       Rolando de Aguiar                       Administrative Officer


/s/ Paul M. Buxbaum                            Director and Chairman                         November 8, 1999
------------------------------------
       Paul M. Buxbaum


/s/ Francis X. Basile                          Director                                      November 8, 1999
------------------------------------
       Francis X. Basile


/s/ Alan Cohen                                 Director                                      November 8, 1999
------------------------------------
       Alan Cohen


/s/ Richard M. Felner                          Director                                      November 8, 1999
------------------------------------
       Richard M. Felner


/s/ Sidney S. Pearlman                         Director                                      November 8, 1999
------------------------------------
       Sidney S. Pearlman

</TABLE>

                                      II-6
<PAGE>
                                  EXHIBIT INDEX




EXHIBIT NO.                                         DESCRIPTION

4(a)     -        Ames Department Stores, Inc. 1998 Management Stock Incentive
                  Plan (incorporated by reference to the Company's definitive
                  Proxy Statement filed with the Commission on April 8, 1998).

4(b)     -        Amended and Restated Certificate of Incorporation of the
                  Company, as amended (incorporated by reference to the
                  Company's definitive Proxy Statement filed with the Commission
                  on April 8, 1996).

4(d)     -        Amended and Restated By-Laws of the Company (incorporated by
                  reference to the Company's Quarterly Report on Form 10-Q for
                  the Quarterly Period ended July 31, 1999).

5        -        Opinion of Weil, Gotshal & Manges LLP.

23(a)    -        Consent of Arthur Andersen LLP.

23(b)    -        Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

24       -        Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).




                                      II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 44363}]
{"company-data": {"conformed-name": "AMES DEPARTMENT STORES INC", "cik": "0000006071", "assigned-sic": "5331", "irs-number": "042269444", "state-of-incorporation": "DE", "fiscal-year-end": "0125"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90527", "film-number": "99743351"}, "business-address": {"street1": "2418 MAIN ST", "city": "ROCKY HILL", "state": "CT", "zip": "06067", "phone": "8602572000"}, "mail-address": {"street1": "2418 MAIN STREET", "city": "ROCKY HILL", "state": "CT", "zip": "06067"}}
As filed with the Securities and Exchange Commission on November 8, 1999
                                                     Registration No. 333_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          AMES DEPARTMENT STORES, INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                     04-2269444
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                2418 MAIN STREET
                              ROCKY HILL, CT 06067
                                 (860) 257-2000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                          AMES DEPARTMENT STORES, INC.
                              1998 MANAGEMENT STOCK
                                 INCENTIVE PLAN
                              (Full Title of Plan)

                              DAVID H. LISSY, ESQ.
          SENIOR VICE PRESIDENT, GENERAL COUNSEL & CORPORATE SECRETARY
                          AMES DEPARTMENT STORES, INC.
                                2418 MAIN STREET
                              ROCKY HILL, CT 06067
                                 (860) 257-2578
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Securities to be     Amount to be   Proposed Maximum Offering   Proposed Maximum Aggregate      Amount of
             Registered                     Registered(1)      Price Per Share(2)           Offering Price(2)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share    1,800,000 shares          $31.30                 $56,340,000.00             $15,663.00
====================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the bid and asked price of the Registrant's
Common Stock as reported on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) on November 4, 1999.
================================================================================

NY2:\773378\04\GKQQ04!.DOC\15079.0001
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.

                     The documents containing the information specified in Part
I of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                     The following reoffer prospectus filed as part of the
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and, pursuant to General Instruction C of Form S-8, may be
used for reofferings and resales of Common Stock to be acquired by "affiliates"
of the Company (as defined in Rule 405 under the Securities Act) upon the
exercise or acquisition by such affiliates of options or Common Stock heretofore
or hereafter granted under the 1998 Management Stock Incentive Plan, and any
amendments thereto.
REOFFER PROSPECTUS

                          AMES DEPARTMENT STORES, INC.

                     COMMON STOCK (PAR VALUE $.01 PER SHARE)

                   1,800,000 SHARES OF COMMON STOCK UNDER THE
        AMES DEPARTMENT STORES, INC. 1998 MANAGEMENT STOCK INCENTIVE PLAN

                     This Prospectus is being used in connection with the
offering from time to time by employees (the "Selling Stockholders") of Ames
Department Stores, Inc., a Delaware corporation ("Ames" or the "Company"), who
may be deemed "affiliates" of the Company as defined in Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act"), of shares of common
stock, par value $.01 per share, of the Company (the "Common Stock") that have
been or may be acquired by them pursuant to the Company's 1998 Management Stock
Incentive Plan (the "Stock Plan").

                     The shares of Common Stock may be sold from time to time to
purchasers directly by any of the Selling Stockholders. Alternatively, the
Selling Stockholders may sell the shares of Common Stock in one or more
transactions (which may involve one or more block transactions) on the National
Association of Securities Dealers, Inc. Automated Quotation System National
Market ("NASDAQ"), in sales occurring in the public market off NASDAQ, in
separately negotiated transactions, or in a combination of such transactions.
Each sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. Some or all of the shares of Common Stock may be
sold through brokers acting on behalf of the Selling Stockholders or to dealers
for resale by such dealers, and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts or commissions from
the Selling Stockholders and/or the purchasers of such shares for whom they may
act as broker or agent (which discounts or commissions are not anticipated to
exceed those customary in the types of transactions involved). However, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling Stockholders will be borne by each such
Selling Stockholder. The Company will not be entitled to any of the proceeds
from such sales, although the Company will, with respect to the Stock Plan,
receive the exercise price in cash upon the exercise of any options pursuant to
which the shares of Common Stock are acquired by the employees party thereto.

                     The Selling Stockholders and any dealer participating in
the distribution of any shares of Common Stock or any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any profit on the sale
of any or all of the shares of Common Stock by them and any discounts or
commissions received by any such brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.

                     The Common Stock is traded on NASDAQ under the symbol
"AMES". On November 4, 1999, the closing price of the Common Stock as reported
by NASDAQ was $31-1/16 per share.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                 BY THE SECURITIES AND EXCHANGE COMMISSION, NOR
                 HAS THE COMMISSION PASSED UPON THE ACCURACY OR
                 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is November 8, 1999.

                                       1
TABLE OF CONTENTS

                                                                    Page

AVAILABLE INFORMATION.................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................3
THE COMPANY...........................................................4
USE OF PROCEEDS.......................................................4
SELLING STOCKHOLDERS..................................................5
PLAN OF DISTRIBUTION..................................................6
LEGAL MATTERS.........................................................6
EXPERTS...............................................................6

                     No person has been authorized to give any information or to
make any representation not contained in this Prospectus in connection with any
offering made hereby and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or any other
person. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any offer to sell, solicitation of an
offer to buy or sale of these securities by any person in any jurisdiction in
which it is unlawful for such person to make such offer, solicitation or sale.
Neither the delivery of this Prospectus at any time nor any sale made hereunder
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to such date.

                              AVAILABLE INFORMATION

                     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed with the Commission, as well as the
Registration Statement (as defined below) of which this Prospectus is a part,
may be inspected and copied at the public reference facilities of the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60601-2511. Copies of such material also can be obtained by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Information on the operation
of the Commission's public reference facilities may be obtained by calling
1-800-SEC-0330. In addition, certain material filed by the Company can be
inspected at the NASD Public Reference Room of the National Association of
Securities Dealers Automated Quotation System, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006-1506, through which the Company's Common Stock is quoted.
Also, the Company files such reports, proxy statements and other information
with the Commission pursuant to the Commission's EDGAR system. The Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission pursuant to the EDGAR system. The address of the Commission's web
site is http://www.sec.gov.

                     This Prospectus constitutes a part of a Registration
Statement on Form S-8 (the "Registration Statement") filed by the Company on
November 8, 1999 with the Commission under the Securities Act. As permitted by
the rules and regulations of the Commission, this Prospectus omits certain
information contained in the Registration Statement and incorporates by
reference certain additional information previously filed with the Commission.
Such additional information can be inspected at and obtained from the Commission
in the manner set forth above. Statements contained in this Prospectus or in any
document incorporated by reference herein as to the terms of any contract or
other document referred to herein or therein are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.

                                       2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 30, 1999.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarterly
                  periods ended May 1, 1999 and July 31, 1999.

         (c)      The Company's Current Reports on Form 8-K filed with the
                  Commission on April 2, 1999.

         (d)      The Company's Current Report on Form 8-K/A filed with the
                  Commission on March 16, 1999.

         (e)      The description of the Company's Common Stock, par value $.01
                  per share, contained in the Company's Registration Statement
                  on Form S-3/A filed with the Commission on April 28, 1999.

                     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
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 a part hereof from the date
of filing of such documents.

                     Any statements contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus. All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
the immediately preceding statement.

                     Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Ames Department
Stores, Inc. 1998 Management Stock Incentive Plan and its administrators is
available without charge by contacting:

                       Director - Corporate Communications
                          Ames Department Stores, Inc.
                                2418 Main Street
                              Rocky Hill, CT 06067
                                 (860) 257-2666

                                       3
THE COMPANY

                     Ames Department Stores, Inc. and its subsidiaries are
retail merchandisers. As of November 1, 1999, Ames operated 455 discount
department stores under the Ames name in 19 states in the Northeast, Middle
Atlantic and Mid-West regions and the District of Columbia. The Company's stores
are located in rural communities, some of which are not served by other large
retail stores, high-traffic suburban sites, small cities and several major
metropolitan areas. The stores largely serve middle and lower-middle income
customers.

                     Ames is a Delaware corporation organized in 1962 as a
successor to a business originally founded in 1958. Ames was reorganized in
December, 1992 under Chapter 11 of the United States Bankruptcy Code. The
principal executive offices are located at 2418 Main Street, Rocky Hill,
Connecticut 06067, and the telephone number is (860) 257-2000.

                                 USE OF PROCEEDS

                     The Company will not receive any proceeds from any sales by
Selling Stockholders of shares of Common Stock covered by this Prospectus.

                                       4
SELLING STOCKHOLDERS

                     This Prospectus relates to shares of Common Stock that have
been or may be acquired by the Selling Stockholders pursuant to the Stock Plan.
The following table sets forth the name and relationship to the Company of each
Selling Stockholder who is (or may be deemed to be) an affiliate of the Company
and who holds options to acquire Common Stock or shares of Common Stock pursuant
to the Stock Plan, and the number of shares of Common Stock that each such
person may currently acquire pursuant to the exercise of such options.
Relationship                               Number of                Number of
Name of Executive                to the Company                           Options Granted          Shares Granted
-----------------                --------------                           ---------------          --------------
Joseph R. Ettore             President, Chief Executive                        200,000                70,200
                             Officer and Director

Denis T. Lemire              Executive Vice President and                      115,000                30,000
                             Chief Operating Officer

Rolando de Aguiar            Executive Vice President                          90,000                 -
                             and Chief Financial and
                             Administrative Officer

James J. Aglio, Jr.          Senior Vice President and General                 17,500                 15,000
                             Merchandise Manager, Home Lines

Lisa Bachmann                Senior Vice President,                                 -                 15,000
                             Allocation and Planning

Eugene E. Bankers            Senior Vice President, Marketing                  17,500                 15,000

Catherine A. Berey           Senior Vice President, Human Resources            10,000                 15,000

David S. Covitz              Senior Vice President and General                 17,500                 15,000
                             Merchandise Manager, Hardlines

Paul C. Lanham               Senior Vice President,                            17,500                 15,000
                             Chief Information Officer

David H. Lissy               Senior Vice President, General Counsel            17,500                 15,000
                             and Corporate Secretary

Alfred B. Petrillo, Jr.      Senior Vice President, Store Planning             17,500                 15,000

Grant C. Sanborn             Senior Vice President, Store Operations           17,500                 15,000

Sanford H. Sansavera         Senior Vice President and General                 17,500                 15,000
                             Merchandise Manager, Softlines

John Tempesta                Senior Vice President, Logistics                  17,500                 15,000

James A. Varhol              Senior Vice President, Asset Protection            17,500                15,000
As of August 17, 1999, there were 29,170,909 shares of the
Company's Common Stock outstanding.

                                       5
PLAN OF DISTRIBUTION

                     The shares of Common Stock may be sold from time to time to
purchasers directly by any of the Selling Stockholders. Alternatively, the
Selling Stockholders may sell the shares of Common Stock in one or more
transactions (which may involve one or more block transactions) on NASDAQ, in
sales occurring in the public market off NASDAQ, in separately negotiated
transactions, or in a combination of such transactions. Each sale may be made
either at market prices prevailing at the time of such sale or at negotiated
prices. Some or all of the shares of Common Stock may be sold through brokers
acting on behalf of the Selling Stockholders or to dealers for resale by such
dealers, and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts or commissions from the Selling
Stockholders and/or the purchasers of such shares for whom they may act as
broker or agent (which discounts or commissions are not anticipated to exceed
those customary in the types of transactions involved). However, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling Stockholders will be borne by each such
Selling Stockholder. The Company will not be entitled to any of the proceeds
from such sales, although the Company will, with respect to the Stock Plan,
receive the exercise price in cash upon the exercise of the options under which
the shares of Common Stock are acquired by the employees party thereto.

                     The Selling Stockholders and any dealer participating in
the distribution of any of the shares of Common Stock or any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
profit on the sale of any or all of the shares of Common Stock by them and any
discounts or commissions received by any such brokers or dealers may be deemed
to be underwriting discounts and commissions under the Securities Act.

                     Any broker or dealer participating in any distribution of
shares of Common Stock in connection with this offering may be deemed to be an
"underwriter" within the meaning of the Securities Act and if so deemed will be
required to deliver a copy of this Prospectus, including a Prospectus
Supplement, if required, to any person who purchases any of the shares of Common
Stock from or through such broker or dealer.

                     In order to comply with the securities laws of certain
states, if applicable, the shares of Common Stock will be sold only through
registered or licensed brokers or dealers. In addition, in certain states, the
shares of Common Stock may not be sold unless they have been registered or
qualified for sale in such state or an exemption from such registration or
qualification requirement is available and is complied with.

                                  LEGAL MATTERS

                     Certain legal matters with respect to the Common Stock
offered hereby will be passed upon by Weil, Gotshal & Manges LLP, legal counsel
to the Company.

                                     EXPERTS

                     The consolidated financial statements of Ames Department
Stores, Inc. appearing in the Company's Annual Report on Form 10-K for the year
ended January 30, 1999, have been audited by Arthur Andersen LLP, independent
public accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                       6
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents filed with the Commission by Ames
Department Stores, Inc., (the "Company") are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 30, 1999.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarterly
                  periods ended May 1, 1999 and July 31, 1999.

         (c)      The Company's Current Reports on Form 8-K filed with the
                  Commission on April 2, 1999.

         (d)      The Company's Current Report on Form 8-K/A filed with the
                  Commission on March 16, 1999.

         (e)      The description of the Company's Common Stock, par value $.01
                  per share, contained in the Company's Registration Statement
                  on Form S-3/A filed with the Commission on April 28, 1999.

                     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement 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 a part hereof from the date of filing of such
documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

                     Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     Generally, Section 145 of the General Corporation Law of
the State of Delaware permits a corporation to indemnify certain persons made a
party to an action, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect of any matter as to which
that person was adjudged liable for negligence or misconduct in the performance
of that person's duty to the corporation unless the Delaware Court of Chancery
or the court in which the action was brought determines that despite the
adjudication of liability that person is fairly and reasonably entitled to
indemnity for proper expenses. To the extent that any such person has been
successful in the defense of any matter, such person shall be indemnified
against expenses actually and reasonably incurred by him.

                     Section 3. of Article FIFTH of the Amended and Restated
Certificate of Incorporation of the Company provides that to the fullest extent
permitted by the Delaware General Corporation Law, no director shall be

                                      II-1
personably liable to the Company or any of its stockholders for monetary damages
for breach of fiduciary duty as a director.

                     Article VIII of the Company's By-Laws provides that each
director and officer of the Company (and his heirs, executors and
administrators) shall be indemnified by the Company against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding to
which he may be made a party by reason of his being or having been a director or
officer of the Company (whether or not he is a director or officer at the time
of incurring such expenses), provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company shall not,
however, indemnify such director or officer in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                     The Company's By-Laws provide that the respective rights of
indemnification shall not be exclusive of other rights to which any director or
officer may be entitled under any law, By-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the direction of any
court of competent jurisdiction or otherwise.

                     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons
controlling the Company as disclosed above, 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 Securities Act and is therefore
unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

ITEM 8.    EXHIBITS.

            4(a)     -     Ames Department Stores, Inc. 1998 Management Stock
                           Incentive Plan (incorporated by reference to the
                           Company's definitive Proxy Statement filed with the
                           Commission on April 8, 1998).

            4(b)     -     Amended and Restated Certificate of Incorporation of
                           the Company (incorporated by reference to the
                           Company's definitive Proxy Statement filed with the
                           Commission on April 8, 1996).

            4(d)     -     Amended and Restated By-Laws of the Company
                           (incorporated by reference to the Company's Quarterly
                           Report on Form 10-Q for the quarterly period ended
                           July 31, 1999).

            5        -     Opinion of Weil, Gotshal & Manges LLP.

            23(a)    -     Consent of Arthur Andersen LLP.

            23(b)    -     Consent of Weil, Gotshal & Manges LLP (included in
                           Exhibit 5).

            24       -     Power of Attorney (included as part of the signature
                           pages to this Registration Statement and incorporated
                           herein by reference).

                                      II-2
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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in maximum aggregate offering 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 paragraph (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by the foregoing paragraphs is contained in periodic
           reports filed by the Company pursuant to Section 13 or Section 15(d)
           of 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
                  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 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
                  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

                                      II-3
expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                      II-4
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 Town of Rocky Hill, State of Connecticut on this 8th day
of November, 1999.

                              AMES DEPARTMENT STORES, INC.

                              By: /s/ Joseph R. Ettore
                                  ---------------------------------------
                                  Name: Joseph R. Ettore
                                  Title: President and Chief
                                         Executive Officer

                              By: /s/ Denis T. Lemire
                                  ---------------------------------------
                                  Name: Denis T. Lemire
                                  Title: Executive Vice President and
                                         Chief Operating Officer

                              By: /s/ Rolando de Aguiar
                                  ---------------------------------------
                                  Name: Rolando de Aguiar
                                  Title: Executive Vice President and
                                         Chief Financial and
                                         Administrative Officer

                                      II-5
POWER OF ATTORNEY

                     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph R. Ettore and Rolando de
Aguiar, acting individually, 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 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                    Title                                   Date
              ---------                                    -----                                   ----
/s/ Joseph R. Ettore                           President, Chief Executive                    November 8, 1999
------------------------------------           Officer and Director
       Joseph R. Ettore

/s/ Denis T. Lemire                            Executive Vice President                      November 8, 1999
------------------------------------           and Chief Operating Officer
       Denis T. Lemire

/s/ Rolando de Aguiar                          Executive Vice President                      November 8, 1999
------------------------------------           and Chief Financial and
       Rolando de Aguiar                       Administrative Officer

/s/ Paul M. Buxbaum                            Director and Chairman                         November 8, 1999
------------------------------------
       Paul M. Buxbaum

/s/ Francis X. Basile                          Director                                      November 8, 1999
------------------------------------
       Francis X. Basile

/s/ Alan Cohen                                 Director                                      November 8, 1999
------------------------------------
       Alan Cohen

/s/ Richard M. Felner                          Director                                      November 8, 1999
------------------------------------
       Richard M. Felner

/s/ Sidney S. Pearlman                         Director                                      November 8, 1999
------------------------------------
       Sidney S. Pearlman
II-6
EXHIBIT INDEX

EXHIBIT NO.                                         DESCRIPTION

4(a)     -        Ames Department Stores, Inc. 1998 Management Stock Incentive
                  Plan (incorporated by reference to the Company's definitive
                  Proxy Statement filed with the Commission on April 8, 1998).

4(b)     -        Amended and Restated Certificate of Incorporation of the
                  Company, as amended (incorporated by reference to the
                  Company's definitive Proxy Statement filed with the Commission
                  on April 8, 1996).

4(d)     -        Amended and Restated By-Laws of the Company (incorporated by
                  reference to the Company's Quarterly Report on Form 10-Q for
                  the Quarterly Period ended July 31, 1999).

5        -        Opinion of Weil, Gotshal & Manges LLP.

23(a)    -        Consent of Arthur Andersen LLP.

23(b)    -        Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

24       -        Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

                                      II-7