SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                          FORM 8-K / A

                         AMENDMENT NO. 1

                         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 30, 1997
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                                                 (May 8, 1997)
                                                 ---------------

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

                             Delaware                       
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         (State Or Other Jurisdiction Of Incorporation)
    
              1-5380                         04-2269444  
   ---------------------------   ---------------------------------------   
    (Commission File Number       (IRS Employer Identification No.)


2418 Main Street; Rocky Hill, Connecticut              06067-2598
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 (Address Of Principal Executive Offices)               (Zip Code)

                           (860) 257-2000                          
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      (Registrant's Telephone Number, Including Area Code)

                                   Not Applicable                               
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  (Former Name Or Former Address, If Changed Since Last Report)

                     Exhibit Index on Page 4

                 Page 1 of 7 (Including Exhibits)

Registrant hereby amends Item 5 of its Form 8-K Report filed
on May 8, 1997 in order to correct certain typographical errors.



ITEM 5:   OTHER EVENTS
          ------------

             Beginning on May 8, 1997, the Company will distribute, to
          certain of its banks and other lenders, principal trade vendors
          and factors, summaries of its financial results for the four and
          thirteen weeks ended April 26, 1997.  These monthly and
          year-to-date results (collectively, the "monthly results") are
          attached hereto as Exhibit 20 and is incorporated by reference
          herein.  

             Sales for the four weeks ended April 26, 1997 were $7.4
          million below the projections contained in the Form 8-K dated
          February 27, 1997 (the "Plan").  EBITDA was $0.7 million
          better than Plan and $1.4 million less than last year.  

             Sales for the thirteen weeks ended April 26, 1997 were
          $4.0 million below Plan.  EBITDA was $2.7 million better than
          Plan and $0.4 less than last year.

             As of April 26, 1997, merchandise inventories were $14.9
          million below Plan.  Trade payables were $16.8 million below
          Plan and borrowings under the Company's revolving line of
          credit were $11.9 million below Plan.

             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 25, 1997 and the Company's Form 8-K dated
          February 27, 1997.  The monthly results are being reported
          publicly because they are being distributed to a large number
          of the Company's vendors for purposes of their credit analyses.



             Although the Company has continued to make its monthly
          results public, 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 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  Financial Summary Results for the Four
                          and Thirteen Weeks Ended April 26, 1997



                        INDEX TO EXHIBITS






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


      20       Financial Summary Results for the Four    6
               and Thirteen Weeks Ended April 26, 1997.




















                           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, 1997  By:  /s/ Joseph R. Ettore              
                                      ---------------------------------
                                      Joseph R. Ettore
                                      President, Director, and
                                      Chief Executive Officer


Dated:             May 27, 1997   By:  /s/ John F. Burtelow              
                                       ---------------------------------
                                       John F. Burtelow
                                       Executive Vice President,
                                       Chief Financial Officer


Dated:             May 27, 1997   By:  /s/ Gregory D. Lambert          
                                       --------------------------------
                                       Gregory D. Lambert
                                       Senior Vice President,
                                       Finance