SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported):   April 8, 1994
                                                        (March 31, 1994)


                          Ames Department Stores, Inc.
            (Exact Name of Registrant As Specified In Its Charter)


                 ____________________Delaware__________________
                (State Or Other Jurisdiction Of Incorporation)


       _______1-5380___________          ____________04-2269444___________
     (Commission File Number)          (IRS Employer Identification No.)


         2418 Main Street; Rocky Hill, Connecticut             06067-0801
       (Address Of Principal Executive Offices)              (Zip Code)


             ____________________(203) 257-2000____________________
             (Registrant's Telephone Number, Including Area Code)


         _______________________Not Applicable________________________
        (Former Name Or Former Address, If Changed Since Last Report)








                           Exhibit Index on Page 3

                       Page 1 of 37 (Including Exhibit)



Item 5:  OTHER EVENTS

         On March 31, 1994, Ames Department Stores, Inc. and Subsidiaries (the 
         "Company") issued a press release announcing that it had reached 
         agreement on a $19 million settlement in the lawsuit it had filed 
         October 14, 1992 against Wertheim Schroder & Co. Incorporated and its 
         Chairman.  A copy of the settlement agreement is attached as Exhibit 
         10 and is incorporated by reference herein.

         The settlement is subject to bankruptcy court (the "Court") approval.  
         A hearing on the settlement has been scheduled for April 26, 1994.  
         If the Court approves the settlement, the proceeds will be 
         distributed according to the terms of the Company's plan of 
         reorganization.  As previously reported in the press release, the 
         Company estimates that it will receive approximately $12 million 
         (including reimbursement for its expenses in the suit) and the trust 
         established for pre-petition creditors of the parent company (Ames 
         Department Stores, Inc.) will receive approximately $7 million.  The 
         Company anticipates that it will record a non-recurring gain for its 
         portion of the settlement, including the reimbursement for expenses 
         (which were previously expensed), upon final Court approval and 
         receipt of the funds. 


Item 7:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         Exhibit:  10  Settlement Agreement, dated March 31, 1994, between
                       Ames Department Stores, Inc. and Subsidiaries and 
                       Wertheim Schroder & Co. Incorporated and James A. 
                       Harmon.
         


























                                 Page 2 of 37





                               INDEX TO EXHIBITS







                                                                    
      Exhibit No.                  Exhibit                           Page No.

         
         10        Settlement Agreement, dated March 31, 1994,           5
                   between Ames Department Stores, Inc. and 
                   Subsidiaries and Wertheim Schroder & Co. 
                   Incorporated and James A. Harmon.







































                                 Page 3 of 37






                                   SIGNATURES




         Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.  







                                           AMES DEPARTMENT STORES, INC.
                                                     Registrant       





Dated:  April 8, 1994               By: /s/ Peter Thorner
                                        ---------------------------
                                           Peter Thorner 
                                           President, Chief Operating
                                           Officer and Director



Dated:  April 8, 1994               By: /s/ William C. Najdecki
                                        ---------------------------
                                           William C. Najdecki
                                           Senior Vice President,
                                           Chief Accounting Officer





















                                 Page 4 of 37