As filed with the Securities and Exchange Commission on July 1, 1997
                                                          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.
                  1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

                                       AND

                          1995 LONG TERM INCENTIVE PLAN
                              (Full Title of Plans)


                                 DAVID H. LISSY
          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

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                   Proposed Maximum       Proposed Maximum
  Title of Each Class of Securities to        Amount to be        Offering Price Per     Aggregate Offering         Amount of
              be Registered                   Registered(1)            Share(2)               Price(2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                    <C>                    <C>                     <C>
Common Stock, par value $.01 per share       700,000 shares             $8.6875             $6,081,250.00           $1,843.00

====================================================================================================================================
</TABLE>

(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution result- ing 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 closing price of the Registrant's Common Stock as
reported on the National Association of Securities Dealers Automated Quotation
System (NASDAQ) on June 26, 1997.

================================================================================


NYFS10...:\79\15079\0001\1438\FRM9275P.31I

<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 plan participants 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 1994 Non-Employee Directors Stock Option Plan or
the 1995 Long Term Incentive Plan.


<PAGE>
                               REOFFER PROSPECTUS

                          AMES DEPARTMENT STORES, INC.

                    COMMON STOCK (PAR VALUE $.01 PER SHARE)

                    200,000 SHARES OF COMMON STOCK UNDER THE
   AMES DEPARTMENT STORES, INC. 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

                    500,000 SHARES OF COMMON STOCK UNDER THE
           AMES DEPARTMENT STORES, INC. 1995 LONG TERM INCENTIVE PLAN


                  This Prospectus is being used in connection with the offering
from time to time by employees and non-employee directors (the "Selling
Stockholders") of Ames Department Stores, Inc., a Delaware corporation (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 1994
Non-Employee Directors Stock Option Plan (the "Stock Option Plan") or the
Company's 1995 Long Term Incentive Plan (the "LTIP Plan" and, collectively with
the Stock Option Plan, the "Stock Plans").

                  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 Option
Plan, receive the exercise price in cash upon the exercise of the options
pursuant to which the shares of Common Stock are acquired by the non-employee
directors 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 June 26, 1997, the closing price of the Common Stock as reported by NASDAQ
was $8.6875 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 July 1, 1997.


                                        1
<PAGE>
                                TABLE OF CONTENTS

                                                                           Page

AVAILABLE INFORMATION.....................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................  3

THE COMPANY...............................................................  5

SELLING STOCKHOLDERS......................................................  5

PLAN OF DISTRIBUTION....................................................... 7

EXPERTS    ................................................................ 7


                  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. 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.


                                        2
<PAGE>
                  This Prospectus constitutes a part of a Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company on July 1, 1997
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.


                 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 25, 1997.

              (b)   The Company's Reports on Form 8-K filed on February 27,
                    March 20, April 11, May 8, and June 5, 1997.

              (c)   The Company's Report on Form 8-K/A filed on May 30, 1997.

              (d)   The Company's Quarterly Report on Form 10-Q for the
                    quarterly period ended April 26, 1997.

              (e)   The description of the Company's Common Stock, par value
                    $.01 per share (the "Common Stock"), contained in the
                    Company's Registration Statement on Form 8-A filed on
                    December 11, 1992 with the Commission pursuant to Section 12
                    of the Exchange Act, including an amendment on Form 8 filed
                    on December 29, 1992 that updated such description.

                  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.

                                        3
<PAGE>
                  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. 1994 Non-Employee Directors Stock Option Plan and its
administrators or the Ames Department Stores, Inc. 1995 Long Term Incentive Plan
and its administrators are available without charge by contacting:


                               Margaret E. Wyrwas
          Vice President, Corporate Communications & Investor Relations
                          Ames Department Stores, Inc.
                                2418 Main Street
                              Rocky Hill, CT 06067
                                 (860) 257-2659










                                        4
<PAGE>
                                   THE COMPANY

                  Ames Department Stores, Inc. and its subsidiaries
(collectively, "Ames" or the "Company") are retail merchandisers. As of June 20,
1997, Ames operates 294 discount department stores under the Ames name in 14
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.


                              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 Plans.
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 pursuant to the Stock Option Plan
or who holds restricted shares pursuant to the LTlP Plan, together with, in the
case of the Stock Option Plan, the number of shares of Common Stock that each
such person may currently acquire pursuant to the exercise of such options and,
in the case of the LTlP Plan, the number of restricted shares currently held by
each such person.


                                                                Number of Shares
                            Relationship                         of Restricted
Name of Executive           to the Company                       Stock Granted
-----------------           --------------                       -------------


Joseph R. Ettore        President, Chief Executive Officer            75,000
                        and Director

John F. Burtelow        Executive Vice President, Chief               35,000
                        Financial Officer

Denis T. Lemire         Executive Vice President, Merchandising       35,000

Eugene E. Bankers       Senior Vice President, Marketing              25,000

Richard L. Carter       Senior Vice President, Human Resources        25,000

Gregory D. Lambert      Senior Vice President, Finance                25,000

Paul Lanham             Senior Vice President,                        25,000
                        Management Information Systems



                                        5
<PAGE>

David H. Lissy         Senior Vice President, General Counsel         25,000
                       and Corporate Secretary

Alfred Petrillo        Senior Vice President, Store Planning          25,000

Grant C. Sanborn       Senior Vice President, Store Operations        25,000

James Varhol           Senior Vice President, Asset Protection        25,000



                                    Relationship               Number of Options
Non Employee Directors              to the Company                 Granted1
----------------------              --------------                 --------

Francis X. Basile                   Director                         15,000

Paul M. Buxbaum                     Director (Chairman)              15,000

Alan Cohen                          Director                         15,000

Richard M. Felner                   Director                          7,500

Sidney S. Pearlman                  Director                         15,000

Laurie M. Shahon                    Director                          7,500


                  As of May 23, 1997, there were 21,472,084 shares of the
Company's Common Stock outstanding.




------------------------- 
1. In addition to the number of options listed in this chart, pursuant to the
1994 Non-Employee Directors Stock Option Plan, on the date of each annual
meeting of stockholders of the Company, each non-employee director of the
Company then in office will be granted an option to purchase 2,500 shares.






                                        6
<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 Option
Plan, receive the exercise price in cash upon the exercise of the options under
which the shares of Common Stock are acquired by the non-employee directors
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.


                                     EXPERTS

                  The consolidated financial statements of Ames Department
Stores, Inc. appearing in Annual Report (Form 10-K) for the year ended January
25, 1997 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.




                                        7
<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 25, 1997.

               (b) The Company's Reports on Form 8-K filed on February 27, March
20, April 11, May 8, and June 5, 1997.

               (c) The Company's Report on Form 8-K/A filed on May 30, 1997.

               (d) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 26, 1997.

               (e) The description of the Company's Common Stock, par value $.01
per share (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A filed on December 11, 1992 with the Commission pursuant to
Section 12 of the Exchange Act, including an amendment on Form 8 filed on
December 29, 1992 that updated such description.

                  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.


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.



                                        8
<PAGE>
                  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
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, 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. 1994 Non-Employee Directors
                    Stock Option Plan.

        4(b)   -    Ames Department Stores, Inc. 1995 Long Term Incentive Plan.

        4(c)   -    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)   -    By-Laws of the Company (incorporated by reference to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended January 28, 1995).

        5      -    Opinion of Weil, Gotshal & Manges LLP.

        23(a)  -    Consent of Arthur Andersen LLP.



                                        9
<PAGE>
        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).


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

                  provided, however, that 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
                  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



                                       10
<PAGE>
                  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.













                                       11
<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 1st day
of July, 1997.


                                     AMES DEPARTMENT STORES, INC.
                                
                                     By: /s/ Joseph R. Ettore
                                        ---------------------------------------
                                        Name:    Joseph R. Ettore
                                        Title:   President, Director  &
                                                 Chief Executive Officer
                                
                                
                                
                                     By: /s/ John F. Burtelow
                                        ---------------------------------------
                                        Name:    John F. Burtelow
                                        Title:   Executive Vice President &
                                                 Chief Financial Officer
                                
                                
                                
                                     By: /s/ Gregory D. Lambert
                                        ---------------------------------------
                                        Name:    Gregory D. Lambert
                                        Title:   Senior Vice President, Finance
                                

                                
                                       12
<PAGE>
                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Joseph R. Ettore and
John F. Burtelow 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, Director and        July 1, 1997
-------------------------      Chief Executive Officer
Joseph R. Ettore         


/s/ John F. Burtelow           Executive Vice President       July 1, 1997
-------------------------      Chief Financial Officer
John F. Burtelow         


/s/ Paul M. Buxbaum            Director and Chairman          June 30, 1997
-------------------------
Paul M. Buxbaum


/s/ Francis X. Basile          Director                       June 27, 1997
-------------------------
Francis X. Basile


/s/ Alan Cohen                 Director                       June 27, 1997
-------------------------
Alan Cohen


/s/ Richard M. Felner          Director                       July 1, 1997
-------------------------
Richard M. Felner


/s/ Sidney S. Pearlman         Director                       June 26, 1997
-------------------------
Sidney S. Pearlman


                               Director                       _____ __, 1997
-------------------------
Laurie M. Shahon



                                       13
<PAGE>
                                  EXHIBIT INDEX



EXHIBIT NO.                         DESCRIPTION  
-----------                         -----------  

    4(a)     - Ames Department Stores, Inc. 1994 Non-Employee Directors Stock
               Option Plan.

    4(b)     - Ames Department Stores, Inc. 1995 Long Term Incentive Plan

    4(c)     - 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)     - By-Laws of the Company (incorporated by reference to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               January 28, 1995).

    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).




                                       14
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As filed with the Securities and Exchange Commission on July 1, 1997
                                                          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.
                  1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

                                       AND

                          1995 LONG TERM INCENTIVE PLAN
                              (Full Title of Plans)

                                 DAVID H. LISSY
          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
====================================================================================================================================
                                                                   Proposed Maximum       Proposed Maximum
  Title of Each Class of Securities to        Amount to be        Offering Price Per     Aggregate Offering         Amount of
              be Registered                   Registered(1)            Share(2)               Price(2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share       700,000 shares             $8.6875             $6,081,250.00           $1,843.00

====================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution result- ing 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 closing price of the Registrant's Common Stock as
reported on the National Association of Securities Dealers Automated Quotation
System (NASDAQ) on June 26, 1997.

================================================================================

NYFS10...:\79\15079\0001\1438\FRM9275P.31I
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 plan participants 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 1994 Non-Employee Directors Stock Option Plan or
the 1995 Long Term Incentive Plan.
REOFFER PROSPECTUS

                          AMES DEPARTMENT STORES, INC.

                    COMMON STOCK (PAR VALUE $.01 PER SHARE)

                    200,000 SHARES OF COMMON STOCK UNDER THE
   AMES DEPARTMENT STORES, INC. 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

                    500,000 SHARES OF COMMON STOCK UNDER THE
           AMES DEPARTMENT STORES, INC. 1995 LONG TERM INCENTIVE PLAN

                  This Prospectus is being used in connection with the offering
from time to time by employees and non-employee directors (the "Selling
Stockholders") of Ames Department Stores, Inc., a Delaware corporation (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 1994
Non-Employee Directors Stock Option Plan (the "Stock Option Plan") or the
Company's 1995 Long Term Incentive Plan (the "LTIP Plan" and, collectively with
the Stock Option Plan, the "Stock Plans").

                  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 Option
Plan, receive the exercise price in cash upon the exercise of the options
pursuant to which the shares of Common Stock are acquired by the non-employee
directors 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 June 26, 1997, the closing price of the Common Stock as reported by NASDAQ
was $8.6875 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 July 1, 1997.

                                        1
TABLE OF CONTENTS

                                                                           Page

AVAILABLE INFORMATION.....................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................  3

THE COMPANY...............................................................  5

SELLING STOCKHOLDERS......................................................  5

PLAN OF DISTRIBUTION....................................................... 7

EXPERTS    ................................................................ 7

                  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. 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.

                                        2
This Prospectus constitutes a part of a Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company on July 1, 1997
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.

                 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 25, 1997.

              (b)   The Company's Reports on Form 8-K filed on February 27,
                    March 20, April 11, May 8, and June 5, 1997.

              (c)   The Company's Report on Form 8-K/A filed on May 30, 1997.

              (d)   The Company's Quarterly Report on Form 10-Q for the
                    quarterly period ended April 26, 1997.

              (e)   The description of the Company's Common Stock, par value
                    $.01 per share (the "Common Stock"), contained in the
                    Company's Registration Statement on Form 8-A filed on
                    December 11, 1992 with the Commission pursuant to Section 12
                    of the Exchange Act, including an amendment on Form 8 filed
                    on December 29, 1992 that updated such description.

                  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.

                                        3
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. 1994 Non-Employee Directors Stock Option Plan and its
administrators or the Ames Department Stores, Inc. 1995 Long Term Incentive Plan
and its administrators are available without charge by contacting:

                               Margaret E. Wyrwas
          Vice President, Corporate Communications & Investor Relations
                          Ames Department Stores, Inc.
                                2418 Main Street
                              Rocky Hill, CT 06067
                                 (860) 257-2659

                                        4
THE COMPANY

                  Ames Department Stores, Inc. and its subsidiaries
(collectively, "Ames" or the "Company") are retail merchandisers. As of June 20,
1997, Ames operates 294 discount department stores under the Ames name in 14
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.

                              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 Plans.
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 pursuant to the Stock Option Plan
or who holds restricted shares pursuant to the LTlP Plan, together with, in the
case of the Stock Option Plan, the number of shares of Common Stock that each
such person may currently acquire pursuant to the exercise of such options and,
in the case of the LTlP Plan, the number of restricted shares currently held by
each such person.

                                                                Number of Shares
                            Relationship                         of Restricted
Name of Executive           to the Company                       Stock Granted
-----------------           --------------                       -------------

Joseph R. Ettore        President, Chief Executive Officer            75,000
                        and Director

John F. Burtelow        Executive Vice President, Chief               35,000
                        Financial Officer

Denis T. Lemire         Executive Vice President, Merchandising       35,000

Eugene E. Bankers       Senior Vice President, Marketing              25,000

Richard L. Carter       Senior Vice President, Human Resources        25,000

Gregory D. Lambert      Senior Vice President, Finance                25,000

Paul Lanham             Senior Vice President,                        25,000
                        Management Information Systems

                                        5
David H. Lissy         Senior Vice President, General Counsel         25,000
                       and Corporate Secretary

Alfred Petrillo        Senior Vice President, Store Planning          25,000

Grant C. Sanborn       Senior Vice President, Store Operations        25,000

James Varhol           Senior Vice President, Asset Protection        25,000

                                    Relationship               Number of Options
Non Employee Directors              to the Company                 Granted1
----------------------              --------------                 --------

Francis X. Basile                   Director                         15,000

Paul M. Buxbaum                     Director (Chairman)              15,000

Alan Cohen                          Director                         15,000

Richard M. Felner                   Director                          7,500

Sidney S. Pearlman                  Director                         15,000

Laurie M. Shahon                    Director                          7,500

                  As of May 23, 1997, there were 21,472,084 shares of the
Company's Common Stock outstanding.

------------------------- 
1. In addition to the number of options listed in this chart, pursuant to the
1994 Non-Employee Directors Stock Option Plan, on the date of each annual
meeting of stockholders of the Company, each non-employee director of the
Company then in office will be granted an option to purchase 2,500 shares.

                                        6
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 Option
Plan, receive the exercise price in cash upon the exercise of the options under
which the shares of Common Stock are acquired by the non-employee directors
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.

                                     EXPERTS

                  The consolidated financial statements of Ames Department
Stores, Inc. appearing in Annual Report (Form 10-K) for the year ended January
25, 1997 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.

                                        7
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 25, 1997.

               (b) The Company's Reports on Form 8-K filed on February 27, March
20, April 11, May 8, and June 5, 1997.

               (c) The Company's Report on Form 8-K/A filed on May 30, 1997.

               (d) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 26, 1997.

               (e) The description of the Company's Common Stock, par value $.01
per share (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A filed on December 11, 1992 with the Commission pursuant to
Section 12 of the Exchange Act, including an amendment on Form 8 filed on
December 29, 1992 that updated such description.

                  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.

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.

                                        8
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
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, 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. 1994 Non-Employee Directors
                    Stock Option Plan.

        4(b)   -    Ames Department Stores, Inc. 1995 Long Term Incentive Plan.

        4(c)   -    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)   -    By-Laws of the Company (incorporated by reference to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended January 28, 1995).

        5      -    Opinion of Weil, Gotshal & Manges LLP.

        23(a)  -    Consent of Arthur Andersen LLP.

                                        9
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).

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

                  provided, however, that 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
                  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

                                       10
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.

                                       11
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 1st day
of July, 1997.

                                     AMES DEPARTMENT STORES, INC.
                                
                                     By: /s/ Joseph R. Ettore
                                        ---------------------------------------
                                        Name:    Joseph R. Ettore
                                        Title:   President, Director  &
                                                 Chief Executive Officer
                                
                                
                                
                                     By: /s/ John F. Burtelow
                                        ---------------------------------------
                                        Name:    John F. Burtelow
                                        Title:   Executive Vice President &
                                                 Chief Financial Officer
                                
                                
                                
                                     By: /s/ Gregory D. Lambert
                                        ---------------------------------------
                                        Name:    Gregory D. Lambert
                                        Title:   Senior Vice President, Finance
                                

                                
                                       12
POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Joseph R. Ettore and
John F. Burtelow 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, Director and        July 1, 1997
-------------------------      Chief Executive Officer
Joseph R. Ettore         

/s/ John F. Burtelow           Executive Vice President       July 1, 1997
-------------------------      Chief Financial Officer
John F. Burtelow         

/s/ Paul M. Buxbaum            Director and Chairman          June 30, 1997
-------------------------
Paul M. Buxbaum

/s/ Francis X. Basile          Director                       June 27, 1997
-------------------------
Francis X. Basile

/s/ Alan Cohen                 Director                       June 27, 1997
-------------------------
Alan Cohen

/s/ Richard M. Felner          Director                       July 1, 1997
-------------------------
Richard M. Felner

/s/ Sidney S. Pearlman         Director                       June 26, 1997
-------------------------
Sidney S. Pearlman

                               Director                       _____ __, 1997
-------------------------
Laurie M. Shahon

                                       13
EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION  
-----------                         -----------  

    4(a)     - Ames Department Stores, Inc. 1994 Non-Employee Directors Stock
               Option Plan.

    4(b)     - Ames Department Stores, Inc. 1995 Long Term Incentive Plan

    4(c)     - 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)     - By-Laws of the Company (incorporated by reference to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               January 28, 1995).

    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).

                                       14