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 22, 1994
                                                         ----------------
                                                         (APRIL 22, 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 4

                       Page 1 of 7 (Including Exhibit)



ITEM 5:  OTHER EVENTS

         Beginning on April 22, 1994, Ames Department Stores, Inc. ("Ames" or 
         the "Company") will distribute, to certain of its banks, committed 
         lenders, principal trade vendors and factors, summaries of its 
         unaudited financial results for the five and nine weeks ended April 
         2, 1994.  These monthly and year-to-date results (collectively, the 
         "monthly results") are attached hereto as Exhibit 20 and are 
         incorporated by reference herein.  The balance sheet as of April 2, 
         1994 is subject to possible debt reclassifications (in addition to 
         the $32.9 million already reclassified to current for the Series D 
         Notes) depending upon the status of the Company's new long-term 
         financing commitment prior to the filing of its Form 10-K for the 
         fiscal year ended January 29, 1994.  The financing commitment, dated 
         April 5, 1994, is subject to customary conditions and is for a 
         three-year, $300 million financing facility.  Further details of the 
         new financing will be released upon final agreement.

         Compared with the projections contained in the Form 8-K dated 
         February 17, 1994 (referred to herein as the "Plan"), sales for the 
         five weeks ended April 2, 1994 were $2.5 million below Plan and 
         EBITDA (as defined in Exhibit 20) was $1.2 million worse than Plan.  
         In March, the sales shortfall was entirely in hardlines.  The 
         unfavorable EBITDA variance for March was primarily due to a 
         lower-than-planned gross margin rate, partially offset by a gain on 
         insurance proceeds of approximately $.7 million.  Gross margin 
         performance was hurt by higher-than-planned clearance markdowns in 
         apparel.  The EBIT and net loss for March and for the year-to-date 
         period include a non-cash charge of $2.0 million resulting from an 
         accrual for the value of unexercised stock appreciation rights.  This 
         non-cash charge was excluded from EBITDA.  This expense was accrued 
         because the market price of the Company's common stock as reported on 
         NASDAQ appreciated above the exercise price of the stock appreciation 
         rights.

         Sales for the nine weeks ended April 2, 1994 were $6.1 million below 
         Plan; however, EBITDA was $.6 million better than Plan.  The 
         year-to-date sales shortfall against Plan was primarily due to the 
         harsh winter weather in February and certain merchandise shortages 
         resulting from the temporary closing of the Company's Leesport, PA 
         distribution center.  The unfavorable impact on the year-to-date 
         EBITDA from the sales shortfall and from the lower gross margin rate 
         for March discussed above was more than offset by lower-than-planned 
         expenses and gains from the disposition of properties.

         As of April 2, 1994, inventories were $7.0 million above Plan, 
         principally in hardline categories, primarily due to purchases 
         required to replace certain inventories at Leesport.  Trade payables 
         were $52.2 million above Plan due primarily to the timing of payments 
         and inventory shipments, some extended terms, and the Leesport 
         reorders (most of which had extended terms).  Outstanding borrowings 
         under the Company's revolving line of credit as of April 2, 1994 were 
         $36.4 million below Plan due, in part, to the above timing factors.  
         The Company's unrestricted cash balance at April 2, 1994 was $9.9 
         million above Plan due, in part, to the timing of trade payments.

                                 Page 2 of 7




         The Company is in compliance with all debt covenants through 
         April 2, 1994.

         Ames is distributing the monthly results to its banks, committed 
         lenders, principal trade vendors and factors to facilitate their 
         credit analysis following the Company's emergence from bankruptcy.  
         The summary results SHOULD NOT BE RELIED UPON FOR ANY OTHER PURPOSE 
         and should be read in conjunction with the Company's Form 10-K for 
         the fiscal year ended January 30, 1993, the Company's most recent 
         Form 10-Q for the third fiscal quarter ended October 30, 1993, the 
         Company's Form 10-K to be filed for the fiscal year ended January 29, 
         1994, and the Company's Form 8-K dated February 17, 1994.  The 
         monthly results are being reported publicly solely because they are 
         being distributed to a large number of the Company's vendors for 
         purposes of their credit analyses.

         During the pendency of its reorganization case, Ames disclosed 
         publicly its monthly results through filings with the Office of the 
         U.S. Bankruptcy Trustee and continued to report publicly its monthly 
         results during the fiscal year ended January 29, 1994.  Although Ames 
         expects to continue to make its monthly results public for the fiscal 
         year ending January 28, 1995, Ames does not believe it is obligated 
         to provide such information indefinitely, other than as required by 
         applicable regulations, and Ames may cease making such disclosures 
         and updates at any time.  The monthly results were not examined, 
         reviewed or compiled by Ames' independent certified accountants.  
         Moreover, Ames does not believe that it is obligated to update the 
         monthly results to reflect subsequent events or developments.  The 
         reported monthly results are subject to future adjustments, if any, 
         that could materially affect such results.  However, in the opinion 
         of the Company, the monthly results contain all adjustments 
         (consisting of normal recurring adjustments) necessary for a fair 
         statement of the results for the periods presented.  

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

         Exhibit:  20     Unaudited Financial Summary Results for the Five
                          Weeks and Nine Weeks Ended April 2, 1994.
















                                 Page 3 of 7





                               INDEX TO EXHIBITS







                                                                    
      EXHIBIT NO.                  EXHIBIT                          PAGE NO.

                                                                    
         20           Unaudited Financial Summary Results for            6
                      the Five Weeks and Nine Weeks Ended 
                      April 2, 1994






































                                 Page 4 of 7






                                   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 21, 1994               By: /S/ PETER THORNER          
                                         ----------------------------
                                           Peter Thorner
                                           President, Chief Operating
                                           Officer and Director



Dated:  April 21, 1994               By: /S/ WILLIAM C. NAJDECKI     
                                         ----------------------------
                                           William C. Najdecki
                                           Senior Vice President,
                                           Chief Accounting Officer

















                                 Page 5 of 7