AMES DEPARTMENT STORES INC
8-K, 1997-03-20
VARIETY STORES
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                   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): March 20, 1997
     ----------------------------------------------------------------
                                                      (March 20, 1997)
                                                      ----------------

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


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



<PAGE>
ITEM 5: OTHER EVENTS
 --------------------

        On March 13, 1997, Ames Department Stores, Inc. (the "Company")
    publicly released its audited results of operations and balance sheet
    sheet for the fiscal year ended January 25, 1997.  Beginning on 
    March 20, 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 (unaudited) and fifty-two weeks 
    ended January 25, 1997 and for the four weeks ended February 22, 1997
    (unaudited).  These monthly and year-to-date results (collectively,
    the "monthly results") are attached hereto as Exhibits 20-A and 20-B 
    and are incorporated by reference herein.  

        Sales for the four weeks ended February 22, 1997 were $0.8 million
    below the projections contained in the Form 8-K dated February 27, 1997
    (the "Plan").  EBITDA was $1.5 million better than Plan and $0.9 
    million better than last year.  

        As of February 22, 1997, merchandise inventories were $9.7 million
    above Plan.  Trade payables were $13.6 million above Plan and
    borrowings under the Company's revolving line of credit were $9.9 
    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 to be filed in 
    April, 1997, the Company's Form 10-Q for the first, second and third 
    quarters ended April 27, 1996, July 27, 1996, and October 26, 1996, 
    respectively, and the Company's Form 8-K dated June 11, 1996 and the
    Company's Form 8-K dated February 27, 1997.  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>
        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-A    Financial Summary Results for the Four Weeks(Unaudited)
                  and Fifty-two Weeks Ended January 25, 1997

Exhibit:  20-B    Unaudited Financial Summary Results for the Four Weeks 
                  Ended February 22, 1997                     

<PAGE>


                         INDEX TO EXHIBITS







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

     20-A          Financial Summary Results for the               6
                   Four Weeks (Unaudited) and Fifty-two
                   Weeks Ended January 25, 1997.


     20-B          Unaudited Financial Summary Results             8
                   for the Four Weeks Ended February 22, 1997


















<PAGE>
                              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:  March 19, 1997                 By: /s/ Joseph R. Ettore               
                                           ----------------------------------
                                           Joseph R. Ettore
                                           President, Director, and
                                           Chief Executive Officer


Dated:  March 19, 1997                  By: /s/ John F. Burtelow               
                                       					---------------------------------
                                            John F. Burtelow
                                            Executive Vice President,
                                            Chief Financial Officer


Dated:  March 19, 1997                  By: /s/ Gregory D. Lambert            
                                       					---------------------------------
                                   	       	Gregory D. Lambert
                                   	       	Senior Vice President,
                                  	        	Finance





<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.       Exhibit 20 - A
                              JANUARY RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                     (In Millions)

<CAPTION>
                              Jan, 1997 (Unaudited)  Fiscal 1996 Year-to-Date
                                             Last                      Last
                             Actual Plan (a) Yr (b)  Actual   Plan (a) Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $116.0  $106.6    $99.7 $2,161.7 $2,141.4 $2,104.2

FIFO  Margin     $             33.5    23.6     21.4    590.8    570.2    558.6
      Margin     %             28.9%   22.1%    21.5%    27.3%    26.6%    26.5%

Total Expenses                (45.7)  (40.4)   (35.2)  (555.8)  (547.0)  (547.5)

Other Income                    1.4     1.5      1.9     27.8     28.8     28.6
                             ---------------------------------------------------
EBITDA    (c)                 (10.8)  (15.3)   (11.9)    62.8     52.0     39.7

Depreciation and Amort (net)   (2.3)   (0.4)    (3.8)    (6.8)    (4.5)    (6.5)
Net Interest Expense           (0.5)   (1.1)    (1.0)   (19.0)   (24.0)   (24.1)
Other Inc (Exp), Incl LIFO     (0.6)      -        -     (0.5)       -     10.2
Store Closing Charge           (9.7)      -    (20.9)    (9.7)       -    (20.9)
Extra. Item, net of tax           -       -        -     (1.4)       -        -
Non-Cash Inc Tax Ben (Exp)      6.9     5.0     10.4     (8.1)    (7.0)       -

                             ---------------------------------------------------
Net Income (Loss)            ($17.0) ($11.8)  ($27.2)   $17.3    $16.5    ($1.6)
                             ===================================================


                                                      Balance at End of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $46.1    $12.7    $14.2
Merchandise Inventories, LIFO                           391.1    394.8    398.9
Other Current Assets                                     31.2     27.3     27.3
                                                     ---------------------------
      Total Current Assets                              468.4    434.8    440.4
Net Fixed Assets                                         63.6     70.0     58.2
Long-Term Assets                                          4.8      5.2      4.0
                                                     ---------------------------
      Total Assets                                     $536.8   $510.0   $502.6
                                                     ===========================

Trade Accounts Payable                                 $145.7   $122.7   $112.7
Short-Term Debt (Revolver)                                  -      5.0      4.3
Other Current Liabilities                               183.8    178.5    182.3
                                                     ---------------------------
      Total Current Liabilities                         329.5    306.2    299.3

Long-Term Debt                                           11.1     12.3     23.2
Other Long-Term Liabilities                              34.7     32.3     35.7

Unfavorable Lease Liability                              17.0     16.5     18.6
Fresh-start Excess Net Assets (Negative Goodwill)        36.3     36.3     42.5

Paid-In-Capital                                          88.6     87.9     81.0
Retained Earnings (Deficit)                              19.6     18.5      2.3
                                                     ---------------------------
      Total Stockholders' Equity                        108.2    106.4     83.3
                                                     ---------------------------
      Total Liabilities & Equity                       $536.8   $510.0   $502.6
                                                     ===========================

<FN>
  (a) As reported on Form 8-K dated June 11, 1996.
  (b) Net sales have been restated to reflect the effect of recording senior
      citizen discounts as markdowns which conforms with the fiscal 1996
      treatment.  This restatement has no impact on the fiscal 1995 reported
      gross margin, EBITDA and net income.
  (c) EBITDA is earnings (loss) before net interest expense, income taxes,
      LIFO expense, extraordinary or non-recurring items (including certain
      store closing expenses), depreciation, amortization and other non-cash
      charges and gains or losses on the sale of properties.  The Plan and Last
      Year amounts have been restated to conform with this definition of EBITDA
      which is consistent with the Company's new credit agreement effective
      December 27, 1996.




                                    Page 6 of 9
</TABLE>







<PAGE>
<TABLE>
                      AMES DEPARTMENT STORES, INC.          Exhibit 20 - A
                        JANUARY RESULTS VS. PLAN                Page 2 of 2
                            MANAGEMENT FORMAT
                              (In Millions)

<CAPTION>

                                                           Fiscal 1996 YTD
                                                          Actual   Plan (a)
<S>                                                       <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents                            $14.2    $14.2

Cash Flow from Operations:
   Net Income (Loss)                                          17.3     16.5
   Non-Cash Income Tax Exp (Ben)                               8.1      7.0
   Other                                                      18.2      5.5
                                                          ------------------
Cash Provided by (Used in) Operations                         43.6     29.0

Changes in Working Capital:
   FIFO Inventory (increase) decrease                          7.9      8.7
   Trade Payables increase (decrease)                         33.1     10.0
   All Other                                                   5.7     (1.5)
                                                          ------------------
Net Changes in Working Capital                                46.7     17.2

Capital Expenditures                                         (19.8)   (21.0)

Other:
   Short-Term Borrow.(Pymnts)- Revolver                       (4.3)     0.7
   Capital Lease Payments                                     (3.7)    (3.7)
   Long-Term Debt Payments                                   (13.7)   (13.7)
   Store Closing and Other                                   (12.9)    (8.5)
   Financing Fee Payments                                     (4.0)    (1.5)
                                                          ------------------
Total Other                                                  (38.6)   (26.7)
                                                          ------------------

Increase (Decrease) in Cash & Cash Equiv                      31.9     (1.5)
                                                          ------------------

Ending Cash & Cash Equivalents                               $46.1    $12.7
                                                          ==================
<FN>

(a)As reported on Form 8-K dated June 11, 1996


                                        Page 7 of 9
</TABLE>




<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.          Exhibit 20-B
                              FEBRUARY RESULTS VS. PLAN             Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                                     Feb and Year-to-Date 1997
                                                                       Last
                                                     Actual   Plan (a) Yr (b)
<S>                                                  <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                                              $124.4   $125.2   $128.9

FIFO  Margin     $                                       32.0     31.0     30.7
      Margin     %                                       25.7%    24.8%    23.8%

Total Expenses                                          (39.6)   (40.0)   (39.1)

Other Income                                              1.5      1.4      1.4
                                                     ---------------------------
EBITDA                                                   (6.1)    (7.6)    (7.0)

Depreciation and Amort (net)                             (0.4)    (0.4)    (0.4)
Net Interest Expense                                     (0.5)    (0.5)    (1.3)
Other Expenses, Incl LIFO                                (0.1)       -        -
Non-Cash Inc. Tax Ben.                                    2.4      2.9      2.6

                                                     ---------------------------
Net Income (Loss)                                       ($4.7)   ($5.6)   ($6.1)
                                                     ===========================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $18.1    $19.4    $22.9
Merchandise Inventories, LIFO                           424.6    414.9    406.7
Other Current Assets                                     34.3     39.7     37.8
                                                     ---------------------------
      Total Current Assets                              477.0    474.0    467.4
Net Fixed Assets                                         63.1     62.9     56.0
Long-Term Assets                                          5.0      4.7      5.6
                                                     ---------------------------
      Total Assets                                     $545.1   $541.6   $529.0
                                                     ===========================

Trade Accounts Payable                                 $158.0   $144.4   $131.8
Short-Term Debt (Revolver)                               15.1     25.0     35.3
Other Current Liabilities                               170.1    171.3    174.0
                                                     ---------------------------
      Total Current Liabilities                         343.2    340.7    341.1

Long-Term Debt                                           11.2     11.2     14.8
Other Long-Term Liabilities                              34.2     34.4     35.3

Unfavorable Lease Liability                              16.9     16.8     18.5
Fresh-start Excess Net Assets (Negative Goodwill)        35.9     35.9     42.0

Paid-In-Capital                                          88.8     88.5     81.0
Retained Earnings (Deficit)                              14.9     14.1     (3.7)
                                                     ---------------------------
      Total Stockholders' Equity                        103.7    102.6     77.3
                                                     ---------------------------
      Total Liabilities & Equity                       $545.1   $541.6   $529.0
                                                     ===========================

<FN>
  (a) As reported on Form 8-K dated February 27, 1997.

NOTE: EBITDA is earnings (loss) before net interest expense, income taxes, LIFO
      expense, extraordinary or non-recurring items (including certain store
      closing expenses), depreciation, amortization and other non-cash charges
      and gains or losses on the sale of properties.


                                    Page 8 of 9
</TABLE>







<PAGE>
<TABLE>
                      AMES DEPARTMENT STORES, INC.             Exhibit 20-B
                       FEBRUARY RESULTS VS. PLAN                Page 2 of 2
                            MANAGEMENT FORMAT
                               (Unaudited)
                              (In Millions)

<CAPTION>

                                                          Feb and YTD 1997
                                                          Actual   Plan (a)
<S>                                                       <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents                            $46.1    $46.1

Cash Generated from (Used in) Operations:
   Net Income (Loss)                                          (4.7)    (5.6)
   Non-Cash Income Tax Exp (Ben)                              (2.4)    (2.9)
   Other                                                       0.4      0.3
                                                          ------------------
Cash from Operations                                          (6.7)    (8.2)

Changes in Working Capital:
   FIFO Inventory (increase) decrease                        (33.5)   (23.9)
   Trade Payables increase (decrease)                         12.3     (1.3)
   All Other                                                  (4.7)    (8.9)
                                                          ------------------
Net Changes in Working Capital                               (25.9)   (34.1)

Capital Expenditures                                          (1.3)    (1.1)

Other:
   Short-Term Borrow.(Pymnts)- Revolver                       15.1     25.0
   Capital Lease Payments                                     (0.3)    (0.2)
   Long-Term Debt Payments                                    (7.5)    (7.5)
   Store Closing and Other                                    (1.4)    (0.6)
                                                          ------------------
Total Other                                                    5.9     16.7
                                                          ------------------

Increase (Decrease) in Cash & Cash Equiv                     (28.0)   (26.7)
                                                          ------------------

Ending Cash & Cash Equivalents                               $18.1    $19.4
                                                          ==================
<FN>

(a)As reported on Form 8-K dated February 27, 1997


                                        Page 9 of 9
</TABLE>



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