<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1996
                                               REGISTRATION NO. 333-____________


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

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


                            ORCHARD SUPPLY HARDWARE
                               STORES CORPORATION
             (Exact name of registrant as specified in its charter)
                               
<TABLE>
<S>                                  <C>
       Delaware                           95-4214109
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)         Identification No.)
</TABLE>

                                6450 Via Del Oro
                           San Jose, California 95119
   (Address, including zip code, of registrant's principal executive offices)
                           ----------------------

                   Orchard Supply Hardware Stores Corporation
                       1993 Stock Option Plan, as amended

                   Orchard Supply Hardware Stores Corporation
                 1996 Non-Employee Directors Stock Option Plan
                           (Full title of the plans)
                            -----------------------

                               STEPHEN M. HILBERG
                            Chief Financial Officer
                   ORCHARD SUPPLY HARDWARE STORES CORPORATION
                                6450 Via Del Oro
                           San Jose, California 95119
          (Name and address, including zip code, of agent for service)
                            -----------------------


                                   Copies to:
                            ROGER H. LUSTBERG, ESQ.
                               Riordan & McKinzie
                       300 South Grand Avenue, 29th Floor
                         Los Angeles, California  90071



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 ================================================================================================
                                                PROPOSED            PROPOSED
                                  AMOUNT         MAXIMUM             MAXIMUM          AMOUNT OF
     TITLE OF SECURITIES          TO BE      OFFERING PRICE         AGGREGATE        REGISTRATION
      TO BE REGISTERED          REGISTERED   PER SHARE/(1)/    OFFERING PRICE/(1)/       FEE
- -------------------------------------------------------------------------------------------------
<S>                             <C>          <C>               <C>                   <C>
Common Stock ($.01                 575,000
 par value per share)              shares    $26.8125/$31.35        $15,439,875.00      $5,324.09
 
=================================================================================================
</TABLE>

/(1)/ Pursuant to Rule 457(h), the offering price for 5,000 shares to which
     options were granted is the exercise price of $31.35.  For the remaining
     570,000 shares, the offering price is estimated solely for the purpose of
     calculating the remainder of the registration fee, based on the average of
     the high and low sales prices for the Company's Common Stock as reported on
     the New York Stock Exchange on June 14, 1996.

<PAGE>
 
                                  PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents which have been filed by Orchard Supply Hardware
 Stores Corporation (the "Company") with the Securities and Exchange Commission,
 as noted below, are incorporated by reference into this Registration Statement:

      (1) Annual Report on Form 10-K for the fiscal year ended January 28, 1996;

      (2) Quarterly Report on Form 10-Q for the quarter ended April 28, 1996;

      (3) The description of the Common Stock contained in the Registration
 Statement on Form 8-A, dated March 26, 1996.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
 or 15(d) of the Exchange Act, and prior to the filing of a post-effective
 amendment to the Registration Statement that indicates that all securities
 offered hereby have been sold or that deregisters all such securities remaining
 unsold, shall be deemed to be incorporated by reference herein and to be a part
 hereof from the date of filing such documents. Any statement contained herein
 or in any document incorporated or deemed to be incorporated by reference
 herein shall be deemed to be modified or superseded for purposes of this
 Registration Statement to the extent that a statement contained herein or in
 any other subsequently filed document which also is or is deemed to be
 incorporated by reference herein modifies or supersedes such statement. Any
 such statement so modified or superseded shall not be deemed to constitute a
 part of this Registration Statement, except as so modified or superseded.


 ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.


 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the shares of Common Stock offered hereby has been passed
 upon for the Company by Riordan & McKinzie, a Professional Law Corporation, Los
 Angeles, California. Principals and employees of Riordan & McKinzie are limited
 partners in FS Equity Partners II, L.P., a California limited partnership, and
 FS Equity Partners III, L.P., a Delaware limited partnership, stockholders of
 the Company.


 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company is a Delaware corporation. Article VI of the Company's Bylaws
 provides that the Company may indemnify its officers and Directors to the full
 extent permitted by law. Section 145 of the General Corporation Law of the
 State of Delaware (the "GCL") provides that a Delaware corporation has the
 power to indemnify its officers and directors in certain circumstances.

      Subsection (a) of Section 145 of the GCL empowers a corporation to
 indemnify any director or officer, or former director or officer, who was or is
 a party or is threatened to be made a party to any threatened, pending or
 completed action, suit or proceeding, whether civil, criminal, administrative
 or investigative (other than an action by or in the right of the corporation),
 against expenses (including attorneys' fees), judgments, fines and amounts paid
 in settlement actually and reasonably incurred in connection with such action,
 suit or proceeding provided that such director or officer acted in good faith
 and in a manner reasonably believed to be in or not opposed to the best
 interests of the corporation, and with respect to any criminal action or
 proceeding, provided that such director or officer had no cause to believe his
 or her conduct was unlawful.

      Subsection (b) of Section 145 of the GCL empowers a corporation to
 indemnify any director or officer, or former director or officer, who was or is
 a party or is threatened to be made a party to any threatened, pending or

                                      II-1
<PAGE>
 
 completed action or suit by or in the right of the corporation to procure a
 judgment in its favor by reason of the fact that such person acted in any of
 the capacities set forth above, against expenses actually and reasonably
 incurred in connection with the defense or settlement of such action or suit
 provided that such director or officer acted in good faith and in a manner
 reasonably believed to be in or not opposed to the best interests of the
 corporation, except that no indemnification may be made in respect of any
 claim, issue or matter as to which such director or officer shall have been
 adjudged to be liable to the corporation unless and only to the extent that the
 Court of Chancery or the court in which such action was brought shall determine
 that despite the adjudication of liability such director or officer is fairly
 and reasonably entitled to indemnity for such expenses which the court shall
 deem proper.

      Section 145 of the GCL further provides that to the extent a director or
 officer of a corporation has been successful in the defense of any action, suit
 or proceeding referred to in subsections (a) and (b) or in the defense of any
 claim, issue or matter therein, he or she shall be indemnified against expenses
 (including attorneys' fees) actually and reasonably incurred by him or her in
 connection therewith; that indemnification provided for by Section 145 shall
 not be deemed exclusive of any other rights to which the indemnified party may
 be entitled; and that the corporation shall have power to purchase and maintain
 insurance on behalf of a director or officer of the corporation against any
 liability asserted against him or her or incurred by him or her in any such
 capacity or arising out of his or her status as such whether or not the
 corporation would have the power to indemnify him or her against such
 liabilities under Section 145.

      Article Ninth of the Company's Certificate of Incorporation currently
 provides that each Director shall not be personally liable to the Company or
 its stockholders for monetary damages for breach of fiduciary duty as a
 Director, except for liability (i) for any breach of the Director's duty of
 loyalty to the Company or its stockholders, (ii) for acts or omissions not in
 good faith or which involve intentional misconduct or a knowing violation of
 law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
 the Director derived an improper benefit.

      The Company has entered into indemnity agreements with each of its
 Directors. The indemnity agreements generally indemnify such persons against
 liabilities arising out of their service in their capacities as Directors,
 officers, employees or agents of the Company. The Company may from time to time
 enter into indemnity agreements with additional individuals who become officers
 and/or Directors of the Company.

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.
 
 ITEM 8.  EXHIBITS.

           4.1    Certificate of Incorporation of the Company, as amended to
                  date. (Incorporated herein by reference to Exhibit 3.1 to the
                  Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended May 1, 1994.)
                  
           4.2    Bylaws of the Company, as amended to date. (Incorporated
                  herein by reference to Exhibit 3.2 to the Company's
                  Registration Statement on Form S-1, Registration No. 33-
                  51437.)
                  
           5.1*   Opinion of Riordan & McKinzie as to the legality of the Common
                  Stock registered hereby.

          23.1*   Consent of Riordan & McKinzie - contained in the opinion filed
                  as Exhibit 5.1.

          23.2*   Consent of Arthur Andersen LLP
          
          24.1    Powers of Attorney of Messrs. Jenkins, Hilberg, Seda, Culver,
                  Figel, Godlas, Hall, Simmons and Spogli (included on pages 
                  II-4 and II-5 hereto).

- -------------------------
 *Filed with this registration statement.

                                      II-2
<PAGE>
 
 ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being made,
 a post effective amendment to this registration statement:

       (i)   To include any prospectus required by section 10(a)(3) of the
 Securities Act of 1933;

       (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 paragraphs (i) and (ii) above do not apply if 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 Securities Exchange Act of
      1934 that are incorporated by reference in the registration statement.

     (2)     That, for the purpose of determining any liability under the
 Securities Act of 1933, 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.

      (4)    That, for purposes of determining any liability under the
 Securities Act of 1933, each filing of the registrant's annual report pursuant
 to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
 were applicable, each filing of an employee benefit plan's annual report
 pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

      Insofar as indemnification for liabilities under the Securities Act of
 1933 may be permitted to directors, officers and controlling persons of the
 registrant pursuant to the foregoing provisions, or otherwise, the registrant
 has been advised that in the opinion of the Securities and Exchange Commission
 such indemnification is against public policy as expressed in the Act and is,
 therefore, unenforceable. In the event that a claim for indemnification against
 such liabilities (other than the payment by the registrant of expenses incurred
 or paid by a director, officer or controlling person of the registrant in the
 successful defense of any action, suit or proceeding) is asserted by such
 director, officer or controlling person in connection with the securities being
 registered, the registrant will, unless in the opinion of 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 Act and will be governed by the final
 adjudication of such issue.

                                      II-3
<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 City of San Jose, State of California, on this 18th day of
June, 1996.

                                     Orchard Supply Hardware Stores Corporation
 

                                     By:  /s/ Stephen M. Hilberg
                                          ----------------------------------
                                          Stephen M. Hilberg
                                          Vice President-Finance
                                          and Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Maynard Jenkins, Stephen M. Hilberg, Matt L.
Figel and J. Frederick Simmons, and each of them, his true and lawful attorneys-
in-fact and agents 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 attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

<TABLE> 
<CAPTION> 
          Signature                          Title                        Date
          ---------                          -----                        ----
 <S>                          <C>                                      <C> 
/s/ Maynard Jenkins            President, Chief Executive Officer      June 18, 1996       
- ---------------------------    and Director (Principal Executive                           
    Maynard Jenkins            Officer)                                                    
                                                                                            
                             
                             
/s/ Stephen M. Hilberg         Vice President--Finance, Chief          June 18, 1996  
- ---------------------------    Financial Officer and Director                         
    Stephen M. Hilberg         (Principal Financial Officer)                           
                                                                                        
                              
                              
/s/ Michael Seda               Controller (Principal Accounting        June 18, 1996      
- ---------------------------    Officer)                                               
    Michael Seda                                                                            
                              
                              
/s/ Mac Allen Culver           Director                                June 18, 1996   
 --------------------------                                                              
    Mac Allen Culver               
                               
 
/s/ Matt L. Figel              Director                                June 18, 1996     
 --------------------------
    Matt L. Figel                  
</TABLE> 

                                      II-4
<PAGE>

<TABLE> 
<CAPTION> 
          Signature                          Title                        Date
          ---------                          -----                        ----
 <S>                          <C>                                      <C> 
/s/ Morton Godlas
- ------------------------                   Director                  June 18, 1996
    Morton Godlas                              
                                                                                

/s/ William A. Hall                        Director                  June 18, 1996
- ------------------------ 
    William A. Hall                            
 
/s/ J. Frederick Simmons                   Director                  June 18, 1996
- ------------------------ 
    J. Frederick Simmons                       

/s/ Ronald P. Spogli                       Director                  June 18, 1996
- ------------------------ 
    Ronald P. Spogli                           
 
</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 20313}]
{"company-data": {"conformed-name": "ORCHARD SUPPLY HARDWARE STORES CORP", "cik": "0000896842", "assigned-sic": "5200", "irs-number": "954214109", "state-of-incorporation": "DE", "fiscal-year-end": "0126"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06227", "film-number": "96582637"}, "business-address": {"street1": "6450 VIA DEL ORO", "city": "SAN JOSE", "state": "CA", "zip": "95119", "phone": "4082813500"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1996
                                               REGISTRATION NO. 333-____________

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

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

                            ORCHARD SUPPLY HARDWARE
                               STORES CORPORATION
             (Exact name of registrant as specified in its charter)
Delaware                           95-4214109
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)         Identification No.)
6450 Via Del Oro
                           San Jose, California 95119
   (Address, including zip code, of registrant's principal executive offices)
                           ----------------------

                   Orchard Supply Hardware Stores Corporation
                       1993 Stock Option Plan, as amended

                   Orchard Supply Hardware Stores Corporation
                 1996 Non-Employee Directors Stock Option Plan
                           (Full title of the plans)
                            -----------------------

                               STEPHEN M. HILBERG
                            Chief Financial Officer
                   ORCHARD SUPPLY HARDWARE STORES CORPORATION
                                6450 Via Del Oro
                           San Jose, California 95119
          (Name and address, including zip code, of agent for service)
                            -----------------------

                                   Copies to:
                            ROGER H. LUSTBERG, ESQ.
                               Riordan & McKinzie
                       300 South Grand Avenue, 29th Floor
                         Los Angeles, California  90071

                        CALCULATION OF REGISTRATION FEE
================================================================================================
                                                PROPOSED            PROPOSED
                                  AMOUNT         MAXIMUM             MAXIMUM          AMOUNT OF
     TITLE OF SECURITIES          TO BE      OFFERING PRICE         AGGREGATE        REGISTRATION
      TO BE REGISTERED          REGISTERED   PER SHARE/(1)/    OFFERING PRICE/(1)/       FEE
- -------------------------------------------------------------------------------------------------
Common Stock ($.01                 575,000
 par value per share)              shares    $26.8125/$31.35        $15,439,875.00      $5,324.09
 
=================================================================================================
/(1)/ Pursuant to Rule 457(h), the offering price for 5,000 shares to which
     options were granted is the exercise price of $31.35.  For the remaining
     570,000 shares, the offering price is estimated solely for the purpose of
     calculating the remainder of the registration fee, based on the average of
     the high and low sales prices for the Company's Common Stock as reported on
     the New York Stock Exchange on June 14, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents which have been filed by Orchard Supply Hardware
 Stores Corporation (the "Company") with the Securities and Exchange Commission,
 as noted below, are incorporated by reference into this Registration Statement:

      (1) Annual Report on Form 10-K for the fiscal year ended January 28, 1996;

      (2) Quarterly Report on Form 10-Q for the quarter ended April 28, 1996;

      (3) The description of the Common Stock contained in the Registration
 Statement on Form 8-A, dated March 26, 1996.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
 or 15(d) of the Exchange Act, and prior to the filing of a post-effective
 amendment to the Registration Statement that indicates that all securities
 offered hereby have been sold or that deregisters all such securities remaining
 unsold, shall be deemed to be incorporated by reference herein and to be a part
 hereof from the date of filing such documents. Any statement contained herein
 or in any document incorporated or deemed to be incorporated by reference
 herein shall be deemed to be modified or superseded for purposes of this
 Registration Statement to the extent that a statement contained herein or in
 any other subsequently filed document which also is or is deemed to be
 incorporated by reference herein modifies or supersedes such statement. Any
 such statement so modified or superseded shall not be deemed to constitute a
 part of this Registration Statement, except as so modified or superseded.

 ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the shares of Common Stock offered hereby has been passed
 upon for the Company by Riordan & McKinzie, a Professional Law Corporation, Los
 Angeles, California. Principals and employees of Riordan & McKinzie are limited
 partners in FS Equity Partners II, L.P., a California limited partnership, and
 FS Equity Partners III, L.P., a Delaware limited partnership, stockholders of
 the Company.

 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company is a Delaware corporation. Article VI of the Company's Bylaws
 provides that the Company may indemnify its officers and Directors to the full
 extent permitted by law. Section 145 of the General Corporation Law of the
 State of Delaware (the "GCL") provides that a Delaware corporation has the
 power to indemnify its officers and directors in certain circumstances.

      Subsection (a) of Section 145 of the GCL empowers a corporation to
 indemnify any director or officer, or former director or officer, who was or is
 a party or is threatened to be made a party to any threatened, pending or
 completed action, suit or proceeding, whether civil, criminal, administrative
 or investigative (other than an action by or in the right of the corporation),
 against expenses (including attorneys' fees), judgments, fines and amounts paid
 in settlement actually and reasonably incurred in connection with such action,
 suit or proceeding provided that such director or officer acted in good faith
 and in a manner reasonably believed to be in or not opposed to the best
 interests of the corporation, and with respect to any criminal action or
 proceeding, provided that such director or officer had no cause to believe his
 or her conduct was unlawful.

      Subsection (b) of Section 145 of the GCL empowers a corporation to
 indemnify any director or officer, or former director or officer, who was or is
 a party or is threatened to be made a party to any threatened, pending or

                                      II-1
completed action or suit by or in the right of the corporation to procure a
 judgment in its favor by reason of the fact that such person acted in any of
 the capacities set forth above, against expenses actually and reasonably
 incurred in connection with the defense or settlement of such action or suit
 provided that such director or officer acted in good faith and in a manner
 reasonably believed to be in or not opposed to the best interests of the
 corporation, except that no indemnification may be made in respect of any
 claim, issue or matter as to which such director or officer shall have been
 adjudged to be liable to the corporation unless and only to the extent that the
 Court of Chancery or the court in which such action was brought shall determine
 that despite the adjudication of liability such director or officer is fairly
 and reasonably entitled to indemnity for such expenses which the court shall
 deem proper.

      Section 145 of the GCL further provides that to the extent a director or
 officer of a corporation has been successful in the defense of any action, suit
 or proceeding referred to in subsections (a) and (b) or in the defense of any
 claim, issue or matter therein, he or she shall be indemnified against expenses
 (including attorneys' fees) actually and reasonably incurred by him or her in
 connection therewith; that indemnification provided for by Section 145 shall
 not be deemed exclusive of any other rights to which the indemnified party may
 be entitled; and that the corporation shall have power to purchase and maintain
 insurance on behalf of a director or officer of the corporation against any
 liability asserted against him or her or incurred by him or her in any such
 capacity or arising out of his or her status as such whether or not the
 corporation would have the power to indemnify him or her against such
 liabilities under Section 145.

      Article Ninth of the Company's Certificate of Incorporation currently
 provides that each Director shall not be personally liable to the Company or
 its stockholders for monetary damages for breach of fiduciary duty as a
 Director, except for liability (i) for any breach of the Director's duty of
 loyalty to the Company or its stockholders, (ii) for acts or omissions not in
 good faith or which involve intentional misconduct or a knowing violation of
 law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
 the Director derived an improper benefit.

      The Company has entered into indemnity agreements with each of its
 Directors. The indemnity agreements generally indemnify such persons against
 liabilities arising out of their service in their capacities as Directors,
 officers, employees or agents of the Company. The Company may from time to time
 enter into indemnity agreements with additional individuals who become officers
 and/or Directors of the Company.

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.
 
 ITEM 8.  EXHIBITS.

           4.1    Certificate of Incorporation of the Company, as amended to
                  date. (Incorporated herein by reference to Exhibit 3.1 to the
                  Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended May 1, 1994.)
                  
           4.2    Bylaws of the Company, as amended to date. (Incorporated
                  herein by reference to Exhibit 3.2 to the Company's
                  Registration Statement on Form S-1, Registration No. 33-
                  51437.)
                  
           5.1*   Opinion of Riordan & McKinzie as to the legality of the Common
                  Stock registered hereby.

          23.1*   Consent of Riordan & McKinzie - contained in the opinion filed
                  as Exhibit 5.1.

          23.2*   Consent of Arthur Andersen LLP
          
          24.1    Powers of Attorney of Messrs. Jenkins, Hilberg, Seda, Culver,
                  Figel, Godlas, Hall, Simmons and Spogli (included on pages 
                  II-4 and II-5 hereto).

- -------------------------
 *Filed with this registration statement.

                                      II-2
ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being made,
 a post effective amendment to this registration statement:

       (i)   To include any prospectus required by section 10(a)(3) of the
 Securities Act of 1933;

       (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 paragraphs (i) and (ii) above do not apply if 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 Securities Exchange Act of
      1934 that are incorporated by reference in the registration statement.

     (2)     That, for the purpose of determining any liability under the
 Securities Act of 1933, 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.

      (4)    That, for purposes of determining any liability under the
 Securities Act of 1933, each filing of the registrant's annual report pursuant
 to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
 were applicable, each filing of an employee benefit plan's annual report
 pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

      Insofar as indemnification for liabilities under the Securities Act of
 1933 may be permitted to directors, officers and controlling persons of the
 registrant pursuant to the foregoing provisions, or otherwise, the registrant
 has been advised that in the opinion of the Securities and Exchange Commission
 such indemnification is against public policy as expressed in the Act and is,
 therefore, unenforceable. In the event that a claim for indemnification against
 such liabilities (other than the payment by the registrant of expenses incurred
 or paid by a director, officer or controlling person of the registrant in the
 successful defense of any action, suit or proceeding) is asserted by such
 director, officer or controlling person in connection with the securities being
 registered, the registrant will, unless in the opinion of 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 Act and will be governed by the final
 adjudication of such issue.

                                      II-3
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 San Jose, State of California, on this 18th day of
June, 1996.

                                     Orchard Supply Hardware Stores Corporation
 

                                     By:  /s/ Stephen M. Hilberg
                                          ----------------------------------
                                          Stephen M. Hilberg
                                          Vice President-Finance
                                          and Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Maynard Jenkins, Stephen M. Hilberg, Matt L.
Figel and J. Frederick Simmons, and each of them, his true and lawful attorneys-
in-fact and agents 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 attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                          Title                        Date
          ---------                          -----                        ----
/s/ Maynard Jenkins            President, Chief Executive Officer      June 18, 1996       
- ---------------------------    and Director (Principal Executive                           
    Maynard Jenkins            Officer)                                                    
                                                                                            
                             
                             
/s/ Stephen M. Hilberg         Vice President--Finance, Chief          June 18, 1996  
- ---------------------------    Financial Officer and Director                         
    Stephen M. Hilberg         (Principal Financial Officer)                           
                                                                                        
                              
                              
/s/ Michael Seda               Controller (Principal Accounting        June 18, 1996      
- ---------------------------    Officer)                                               
    Michael Seda                                                                            
                              
                              
/s/ Mac Allen Culver           Director                                June 18, 1996   
 --------------------------                                                              
    Mac Allen Culver               
                               
 
/s/ Matt L. Figel              Director                                June 18, 1996     
 --------------------------
    Matt L. Figel
II-4
Signature                          Title                        Date
          ---------                          -----                        ----
/s/ Morton Godlas
- ------------------------                   Director                  June 18, 1996
    Morton Godlas                              
                                                                                

/s/ William A. Hall                        Director                  June 18, 1996
- ------------------------ 
    William A. Hall                            
 
/s/ J. Frederick Simmons                   Director                  June 18, 1996
- ------------------------ 
    J. Frederick Simmons                       

/s/ Ronald P. Spogli                       Director                  June 18, 1996
- ------------------------ 
    Ronald P. Spogli
II-5