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):  December 8, 1994
    --------------------------------------------------------------------
                                                      (December 8, 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 December 8, 1994, Ames Department Stores, Inc. ("the
        Company") will distribute to its banks and other lenders,
        principal trade vendors and factors, summaries of its unaudited
        financial results for the four and forty-three weeks ended
        November 26, 1994.  These monthly and year-to-date results
        (collectively, the "monthly results") are attached hereto as
        Exhibit 20 and are incorporated by reference herein.

        Compared with the projections contained in the Form 8-K dated May
        27, 1994 (referred to herein as the "Plan"), sales for the four
        weeks ended November 26, 1994 were $1.4 million less than Plan and
        EBITDA (as defined in Exhibit 20) was $.7 million less than Plan
        and $2.2 million less than last year.  In November, the
        unfavorable sales variance was primarily due to a shortfall in
        ladies apparel.  Apparel sales have improved after a slow start in
        November.  November's gross margin rate was less than Plan due
        primarily to an unfavorable mix of sales.  Store non-payroll,
        field and home office expenses were less than Plan in November.  

        Sales for the forty-three weeks ended November 26, 1994 were $36.0
        million less than Plan and EBITDA was $11.0 million less than Plan
        but $6.2 million greater than last year. The year-to-date
        unfavorable sales variance was due primarily to shortfalls in
        ladies apparel, crafts, and convenience goods.  The lower
        year-to-date gross margin rate was due primarily to an unfavorable
        mix of sales and higher-than-planned markdowns, particularly in
        apparel.  The unfavorable impact on the year-to-date EBITDA from
        the lower-than-planned sales and gross margin rate was partially
        offset by lower-than-planned expenses.  Year-to-date store, field
        and home office expenses were all less than Plan.    

        As of November 26, 1994, LIFO inventories were $11.8 million
        greater than Plan, with the variance split proportionately between
        hardlines and softlines.  The variance was due primarily to the
        sales shortfall and special purchases.  Trade payables were $15.6
        million greater than Plan due primarily to higher-than-planned
        merchandise purchases and improved payment terms.  Outstanding
        borrowings under the Company's revolving line of credit as of
        November 26, 1994 were $9.1 million greater than Plan due
        primarily to the lower-than-planned EBITDA. 

        The Company is distributing the monthly results to its banks and
        other lenders, principal trade vendors and factors to facilitate
        their credit analyses.  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 29,
        1994, the Company's Form 10-Q for the first and second fiscal
        quarters ended April 30 and July 30, 1994, respectively, the
        Company's Form 10-Q to be filed for the third fiscal quarter ended
        October 29, 1994, and the Company's Form 8-K dated May 27, 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.



                              Page 2 of 7




        During the pendency of its reorganization case, the Company
        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 the Company expects to continue to make its
        monthly results public for the fiscal year ending January 28,
        1995, the Company does not believe it is obligated to provide such
        information indefinitely, other than as required by applicable
        regulations, and the Company may cease making such disclosures and
        updates at any time.  The monthly results were not examined,
        reviewed or compiled by the Company's independent certified public
        accountants.  Moreover, the Company 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 Four
                         and Forty-three Weeks Ended November 26, 1994.
                 































                              Page 3 of 7







                           INDEX TO EXHIBITS






                                                         
      Exhibit No.            Exhibit                        Page No.
      -----------            -------                        --------


         20        Unaudited Financial Summary Results          6
                   for the Four and Forty-three Weeks  
                   Ended November 26, 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:  December 7, 1994       By: /s/ Joseph R. Ettore        
                               -----------------------------
                                   Joseph R. Ettore
                                   President, Director, and
                                   Chief Executive Officer



Dated:  December 7, 1994       By: /s/ John F. Burtelow        
                               -----------------------------
                                  John F. Burtelow
                                  Executive Vice President,
                                  Chief Financial Officer



Dated:  December 7, 1994       By: /s/ William C. Najdecki     
                               -----------------------------
                                   William C. Najdecki
                                   Senior Vice President,
                                   Chief Accounting Officer












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