As filed with the Securities and Exchange Commission on September 13, 2000
                                                       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.
                      2000 STORE MANAGER STOCK OPTION PLAN

                              (Full Title of Plan)

                              DAVID H. LISSY, ESQ.
         SENIOR VICE PRESIDENT, GENERAL COUNSEL AND 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>
===================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                         <C>                 <C>                     <C>
Common Stock, par value $.01 per share       500,000 shares              $6.30               $3,150,000              $831.60
===================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) on September 6, 2000.
===================================================================================================================================
</TABLE>

NY2:\952986\07\KFB%07!.DOC\15079.0001
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.

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



<PAGE>
                                                                    Exhibit 4(a)

                                    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 29, 2000.

                  (b)      The Company's Quarterly Report on Form 10-Q for the
                           quarterly period ended April 29, 2000.

                  (c)      The Company's Current Report on Form 8-K filed with
                           the Commission on May 19, 2000.

                  (d)      The Company's Quarterly Report on Form 10-Q for the
                           quarterly period ended July 29, 2000

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

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

<PAGE>

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

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

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

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company as disclosed above, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

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

                  5     -  Opinion of Weil, Gotshal & Manges LLP.

                  23(a) -  Consent of Arthur Andersen LLP.

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

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

                  99    -  Ames Department Stores, Inc. 2000 Store Manager
                           Stock Option Plan.

                                       2
<PAGE>

ITEM 9.  UNDERTAKINGS.

                  (a)      The undersigned registrant hereby undertakes:

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

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

                                    (ii) To reflect in the prospectus any facts
                                    or events arising after the effective date
                                    of the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement;

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

         provided, however, that paragraphs (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

                                       3
<PAGE>

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




                                       4
<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Town of Rocky Hill, State of Connecticut on this 13th day
of September, 2000.

                                AMES DEPARTMENT STORES, INC.



                                By:   /s/ Joseph R. Ettore
                                      ---------------------------------
                                      Name:   Joseph R. Ettore
                                      Title:  Chairman of the Board and
                                              Chief Executive Officer



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



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


                                       5
<PAGE>

                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph R. Ettore and Rolando de
Aguiar, acting individually, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
            Signature                             Title                             Date
            ---------                             -----                             ----

<S>                                     <C>                                     <C>
/s/ Joseph R. Ettore                    Chairman of the Board                   September 13, 2000
-------------------------------         and Chief Executive Officer
      Joseph R. Ettore


/s/ Denis T. Lemire                     President and                           September 13, 2000
-------------------------------         Chief Operating Officer
      Denis T. Lemire


/s/ Rolando de Aguiar                   Senior Executive Vice President         September 13, 2000
-------------------------------         and Chief Financial and
      Rolando de Aguiar                 Administrative Officer


/s/ Paul M. Buxbaum                     Director                                September 13, 2000
-------------------------------
      Paul M. Buxbaum


/s/ Francis X. Basile                   Director                                September 13, 2000
-------------------------------
      Francis X. Basile


/s/ Alan Cohen                          Director                                September 13, 2000
-------------------------------
      Alan Cohen


/s/ Richard M. Felner                   Director                                September 13, 2000
-------------------------------
      Richard M. Felner


/s/ Sidney S. Pearlman                  Director                                September 13, 2000
-------------------------------
      Sidney S. Pearlman


/s/ Joseph A. Pollicino                 Director                                September 13, 2000
-------------------------------
      Joseph A. Pollicino

</TABLE>


                                       6
<PAGE>

                                  EXHIBIT INDEX




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

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

5     -  Opinion of Weil, Gotshal & Manges LLP.

23(a) -  Consent of Arthur Andersen LLP.

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

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

99    -  Ames Department Stores, Inc. 2000 Store Manager Stock Option
         Plan.






                                       7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 23911}]
{"company-data": {"conformed-name": "AMES DEPARTMENT STORES INC", "cik": "0000006071", "assigned-sic": "5331", "irs-number": "042269444", "state-of-incorporation": "DE", "fiscal-year-end": "0125"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45716", "film-number": "722290"}, "business-address": {"street1": "2418 MAIN ST", "city": "ROCKY HILL", "state": "CT", "zip": "06067", "phone": "8602572000"}, "mail-address": {"street1": "2418 MAIN STREET", "city": "ROCKY HILL", "state": "CT", "zip": "06067"}}
As filed with the Securities and Exchange Commission on September 13, 2000
                                                       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.
                      2000 STORE MANAGER STOCK OPTION PLAN

                              (Full Title of Plan)

                              DAVID H. LISSY, ESQ.
         SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                          AMES DEPARTMENT STORES, INC.
                                2418 MAIN STREET
                              ROCKY HILL, CT 06067
                                 (860) 257-2578

                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                            JEFFREY J. WEINBERG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share       500,000 shares              $6.30               $3,150,000              $831.60
===================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) on September 6, 2000.
===================================================================================================================================
NY2:\952986\07\KFB%07!.DOC\15079.0001
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.

                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Exhibit 4(a)

                                    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 29, 2000.

                  (b)      The Company's Quarterly Report on Form 10-Q for the
                           quarterly period ended April 29, 2000.

                  (c)      The Company's Current Report on Form 8-K filed with
                           the Commission on May 19, 2000.

                  (d)      The Company's Quarterly Report on Form 10-Q for the
                           quarterly period ended July 29, 2000

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

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                  Section 3. of Article FIFTH of the Amended and Restated
Certificate of Incorporation of the Company provides that to the fullest extent
permitted by the Delaware General Corporation Law, no director shall be
personably liable to the Company or any of its stockholders for monetary damages
for breach of fiduciary duty as a director.

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

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

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company as disclosed above, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

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

                  5     -  Opinion of Weil, Gotshal & Manges LLP.

                  23(a) -  Consent of Arthur Andersen LLP.

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

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

                  99    -  Ames Department Stores, Inc. 2000 Store Manager
                           Stock Option Plan.

                                       2
ITEM 9.  UNDERTAKINGS.

                  (a)      The undersigned registrant hereby undertakes:

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

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

                                    (ii) To reflect in the prospectus any facts
                                    or events arising after the effective date
                                    of the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement;

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

         provided, however, that paragraphs (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

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

                                       4
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Town of Rocky Hill, State of Connecticut on this 13th day
of September, 2000.

                                AMES DEPARTMENT STORES, INC.

                                By:   /s/ Joseph R. Ettore
                                      ---------------------------------
                                      Name:   Joseph R. Ettore
                                      Title:  Chairman of the Board and
                                              Chief Executive Officer

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

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

                                       5
POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph R. Ettore and Rolando de
Aguiar, acting individually, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                             Title                             Date
            ---------                             -----                             ----
/s/ Joseph R. Ettore                    Chairman of the Board                   September 13, 2000
-------------------------------         and Chief Executive Officer
      Joseph R. Ettore

/s/ Denis T. Lemire                     President and                           September 13, 2000
-------------------------------         Chief Operating Officer
      Denis T. Lemire

/s/ Rolando de Aguiar                   Senior Executive Vice President         September 13, 2000
-------------------------------         and Chief Financial and
      Rolando de Aguiar                 Administrative Officer

/s/ Paul M. Buxbaum                     Director                                September 13, 2000
-------------------------------
      Paul M. Buxbaum

/s/ Francis X. Basile                   Director                                September 13, 2000
-------------------------------
      Francis X. Basile

/s/ Alan Cohen                          Director                                September 13, 2000
-------------------------------
      Alan Cohen

/s/ Richard M. Felner                   Director                                September 13, 2000
-------------------------------
      Richard M. Felner

/s/ Sidney S. Pearlman                  Director                                September 13, 2000
-------------------------------
      Sidney S. Pearlman

/s/ Joseph A. Pollicino                 Director                                September 13, 2000
-------------------------------
      Joseph A. Pollicino
6
EXHIBIT INDEX

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

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

5     -  Opinion of Weil, Gotshal & Manges LLP.

23(a) -  Consent of Arthur Andersen LLP.

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

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

99    -  Ames Department Stores, Inc. 2000 Store Manager Stock Option
         Plan.

                                       7