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): June 11, 1996
      ----------------------------------------------------------------
                                                       (June 11, 1996)



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



                               (860) 257-2000                          
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           (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 Exhibits)




Item 5:   OTHER EVENTS

          
             Beginning on June 11, 1996, 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 25, 1997
          ("Fiscal 1996").  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
          1996 filed on Form 8-K dated February 21, 1996.  The changes
          contained in the Revised Plan principally represent a
          recalendarization of sales and gross margin during the second half
          of Fiscal 1996.  The net effect of the adjustments result in no
          change to the projected annual sales and net income as
          presented in the Form 8-K dated February 21, 1996.  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 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 Form 10-K for the fiscal year ended January 27, 1996
          and the Company's Form 10-Q for the first quarter ended April 27,
          1996.  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 the Company is
          publicly reporting the Revised Plan and expects to continue
          reporting its monthly results during Fiscal 1996, the Company
          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, the Company 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 the Company.  Consequently,
          the Revised Plan should not be regarded as a representation or
          warranty by the Company, or any other person, that the forecasts
          contained therein will be realized.  Actual results may vary
          materially from those presented in the Revised Plan.

          Cautionary Statements Relevant to Forward-Looking Information
          for Purposes of "Safe Harbor" Provisions of the Private Securities
          Litigation Reform Act of 1995

             When used in this Form 8-K, in any future filings by the
          Company with the Securities and Exchange Commission, in the
          Company's press releases and in oral statements made with the
          approval of an authorized executive officer, the words or phrases
          "will likely result," "are expected to," "will continue," "is
          anticipated," "estimate," "projected," "projections," "plans" or
          similar expressions are intended to identify "forward-looking
          statements" within the meaning of the Private Securities Litigation
          Reform Act of 1995.  Such statements are subject to certain risks
          and uncertainties that could cause actual results to differ
          materially from historical earnings and those presently anticipated
          or projected.  The Company wishes to caution readers not to
          place undue reliance on any such forward-looking statements,
          which speak only as of the date made.



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


          Exhibit: 20    Fiscal 1996 Revised Summary Financial Plan
                         




                         INDEX TO EXHIBITS




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

         20           Fiscal 1996 Revised Summary                   6
                      Financial Plan






















                            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:  June 10, 1996              By:  /s/ Joseph R. Ettore
                                      -----------------------------
                                        Joseph R. Ettore
                                        President, Director, and
                                        Chief Executive Officer



Dated:  June 10, 1996              By:  /s/ John F. Burtelow
                                      -----------------------------
                                        John F. Burtelow
                                        Executive Vice President,
                                        Chief Financial Officer



Dated:  June 10, 1996              By:  /s/ William C. Najdecki
                                      ------------------------------
                                        William C. Najdecki
                                        Senior Vice President,
                                        Finance