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):  MAY 27, 1994
                                                          -------------
                                                          (MAY 27, 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 8 (Including Exhibit)



ITEM 5:   OTHER EVENTS

          Beginning on May 27, 1994, Ames Department Stores, Inc. ("Ames" or 
          the "Company") will distribute to its banks and other lenders, 
          principal trade vendors and factors, summaries of its revised 
          financial plan (referred to herein as the "Revised Plan") for the 
          fiscal year ending January 28, 1995 ("Fiscal 1995").  The Revised 
          Plan is attached hereto as Exhibit 20 and is incorporated by 
          reference herein.  The Revised Plan supersedes, in its entirety, the 
          summary financial plan for Fiscal 1995 filed on Form 8-K dated 
          February 17, 1994.  The revisions contained in the Revised Plan are 
          primarily a consequence of the Company's new, three-year $300 million 
          revolving credit facility (Note 6 to the Consolidated Financial 
          Statements included in the Company's Form 10-K for the fiscal year 
          ended January 29, 1994), the Wertheim settlement (Note 11 to the 
          January 29, 1994 Consolidated Financial Statements), an expected 
          non-cash income tax provision (Note 9 to the January 29, 1994 
          Consolidated Financial Statements), certain gains on disposition of 
          properties, and stock appreciation rights (SARs) expense accruals.  
          The net effect of all of the above adjustments resulted in an 
          immaterial change to the projected annual net income as presented in 
          the Form 8-K dated February 17, 1994.  The Revised Plan does not 
          contain any updates to the original projections for the actual 
          year-to-date sales, gross margin and other normal operating results 
          incurred.  The Company believes that the effects of any such updates 
          would result in immaterial changes in the Revised Plan.

          Ames is distributing the Revised Plan to its banks and other lenders, 
          principal trade vendors and factors to facilitate their credit 
          analyses.  The Revised Plan SHOULD NOT BE RELIED UPON FOR ANY OTHER 
          PURPOSE and should be read in conjunction with the Company's January 
          29, 1994 Form 10-K and the Company's Form 10-Q to be filed for the 
          first quarter ended April 30, 1994.  The Revised Plan is being 
          reported publicly solely because it is being distributed to a large 
          number of the Company's vendors for purposes of their credit 
          analyses.  Although Ames is publicly reporting the Revised Plan and 
          expects to continue reporting its monthly results during Fiscal 1995, 
          Ames does not believe it is obligated to provide such information 
          indefinitely, other than as required by applicable regulations, and 
          may cease making such disclosures and updates at any time.  Moreover, 
          Ames does not believe that it is obligated to update the Revised Plan 
          to reflect subsequent events or developments.  

          The Revised Plan was not prepared with a view toward compliance with 
          the guidelines established by the American Institute of Certified 
          Public Accountants or the rules and regulations of the Securities and 
          Exchange Commission regarding financial projections.  While presented 
          with numerical specificity, the Revised Plan is based upon a variety 
          of assumptions that may not be realized and is subject to significant 
          business, economic and competitive uncertainties and contingencies, 
          many of which are beyond the control of Ames.  Consequently, the 
          Revised Plan should not be regarded as a representation or warranty 
          by Ames, or any other person, that the forecasts contained therein 
          will be realized.  Actual results may vary materially from those 
          presented in the Revised Plan.  


                                 Page 2 of 8





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

          Exhibit: 20    Fiscal 1995 Revised Summary Financial Plan



















































                                 Page 3 of 8






                              INDEX TO EXHIBITS








                                                                    
      EXHIBIT NO.                  EXHIBIT                           PAGE NO.
      -----------                  -------                           --------


           20      Fiscal 1995 Revised Summary Financial Plan           6





































                                 Page 4 of 8






                                   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:  May 27, 1994                    By: /S/ PETER THORNER          
                                            ---------------------------
                                            Peter Thorner
                                            President, Chief Operating
                                            Officer and Director



Dated:  May 27, 1994                    By: /S/ WILLIAM C. NAJDECKI     
                                            ----------------------------
                                            William C. Najdecki
                                            Senior Vice President,
                                            Chief Accounting Officer
















                                 Page 5 of 8