STAGE STORES INC
8-K, 1998-11-20
DEPARTMENT STORES
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                            FORM 8-K
                                
        UNITED STATES 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

                                
                        November 19, 1998
        (Date of Report, date of earliest event reported)
                                
                                
                       Stage Stores, Inc.
     (Exact name of registrant as specified in its charter)
                                
                                
             Commission file number 00133-1403568258



           DELAWARE                         76-0407711
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)         Identifications No.)
                                                 
  10201 Main Street, Houston,                 77025
             Texas                          (Zip Code)
(Address of principal executive
           offices)


                         (713) 667-5601
      (Registrant's telephone number, including area code)


                         Not Applicable
     (Former name or address, if changed since last report)















<PAGE>                                
ITEM 5.  Other Events.

      A  press release regarding the Company's third quarter  and
nine months 1998 results and certain other matters was issued  by
the  Company  on  November 19, 1998 and  is  attached  hereto  as
Exhibit 99.1.

ITEM 7.  Financial Statements and Exhibits.

     (a)  Financial statements of business acquired.
       
          Not applicable.
       
     (b)  Pro forma financial information.
     
          Not applicable.
       
     (c)  Exhibits.

          99.1  Press release dated November 19, 1998 issued by
       the Company.

                                      2




                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                


















<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.

                                        STAGE STORES, INC.

November 19, 1998                       /s/ James A. Marcum
 (Date)                                 James A. Marcum
                                        Vice Chairman and,
                                        Chief Financial Officer


                                  3



NEWS RELEASE

CONTACT:
Bob Aronson
Director of Investor Relations
(800) 579-2302
          
FOR IMMEDIATE RELEASE

           STAGE STORES, INC. ANNOUNCES THIRD QUARTER
                     AND NINE MONTHS RESULTS
                 ______________________________
                                
HOUSTON, TX, November 19, 1998 -- Stage Stores, Inc. (NYSE: SGE)
today announced results for the third quarter and nine months
ended October 31, 1998.

Net sales for the third quarter of 1998 decreased 1.0% to $271.6
million from $274.3 million for the same period last year. This
year's total sales for the third quarter are not comparable to
sales reported for the third quarter of 1997 as last year's sales
included the liquidation and related strong grand opening volumes
associated with the C.R. Anthony store conversions.  Comparable
store sales decreased 2.1% during the quarter.  The net loss for
the third quarter was $3.2 million, or $0.11 per share on a
diluted basis, as compared to net income of $3.7 million, or
$0.13 per share before extraordinary items, for the comparable
period last year.

Net sales for the nine months ended October 31, 1998 increased
16.0% to $816.2 million from $703.9 million for the same period
last year.  Comparable store sales for the nine-month period
decreased 1.3%.  Net income was $6.6 million, or $0.23 per share
on a diluted basis, this year versus $17.0 million, or $0.66 per
share before extraordinary items, a year ago.  After
extraordinary items, net income for the nine-month period this
year was $0.23 per share on a diluted basis as compared to a net
loss of $0.02 per share last year.

Carl E. Tooker, Chairman, President and Chief Executive Officer,
stated, "We are disappointed with the results for the third
quarter.  We believe weather to be the critical variable which
affected sales in our markets during the third quarter as opposed
to shifts in economic factors.

                           -- more --

                               4 









<PAGE>
Stage Stores, Inc. Announces
Third Quarter 1998 Results
Page - 2


Unseasonably warm and adverse weather conditions affected the
majority of our markets throughout the latter half of the
quarter, negatively impacting customer traffic and sales of the
cold weather categories of our business.  This more than offset
the promotionally driven positive performance reported for the
first six weeks of the quarter.  As a result, the reported loss
for the quarter reflects sales and gross margins being below
plan."

Mr. Tooker, concluded, "In light of our current business trends,
we have been prudent in the management of our inventories and our
selling, general and administrative ("SG&A") expenses.  We ended
the quarter with inventories per square foot on a comparable
store basis flat with last year and our SG&A expenses, as a rate
of sales, down over 100 basis points as compared to the prior
period.  On an absolute dollar basis, SG&A expenses were lower
this year than last year despite operating over 70 more stores.
We will continue to manage our receipt flows aggressively in
order to maintain appropriate inventory levels for the fall.  We
are well positioned to take advantage of the upcoming Christmas
selling season"

During the third quarter, the Company opened 43 stores and closed
2 stores, and expanded its national presence by entering 5
additional states.

Stage Stores, Inc. brings nationally recognized brand name family
apparel, accessories, cosmetics and footwear for the entire
family to small towns and communities throughout the United
States.  The company operated 671 stores in 33 states at the end
of the third quarter, primarily under the Stage, Bealls and
Palais Royal trade names.

Any statements in this press release that may be considered
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially.  These
risks and uncertainties are discussed in periodic reports filed
by the Company with the Securities and Exchange Commission that
the Company urges investors to consider.

                       (Tables to Follow)
                                
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<PAGE>                                
                                    Stage Stores, Inc.                
                      Consolidated Condensed Statement of Operations  
                         (in thousands, except per share amounts)   
                                       (unaudited)                          

                                 Three Months Ended       Nine Months Ended
                                10/31/98     11/1/97     10/31/98     11/1/97

Net sales                        $271,605   $274,269     $816,198    $703,918
Cost of sales and related                                                
 buying,
 Occupancy and distribution                                              
expenses                          196,353    187,447      571,482     481,269
Gross profit                       75,252     86,822      244,716     222,649
                                                                         
Selling, general and                                                         
 administrative expenses           65,140     69,089      194,623     163,752
Store opening and closure costs     2,886      1,944        4,911       2,848
Operating income                    7,226     15,789       45,182      56,049
                                                                         
Interest, net                      12,394      9,767       34,284      28,158
                                                                         
Income (loss) before income tax                                              
 and extraordinary item            (5,168)     6,022       10,898      27,891
Income tax expense (benefit)       (2,016)     2,349        4,250      10,878
                                                                         
Income (loss) before                                                         
 extraordinary item                (3,152)     3,673        6,648      17,013
Extraordinary item - early                                                   
 retirement of debt                    --       (150)         --      (17,530)
                                                                         
Net income (loss)                $ (3,152)   $ 3,523      $ 6,648      $ (517)
                                                                         
Basic earnings (loss) per common                                         
share data:
                                                                         
Basic earnings  (loss) per                                               
common share before
      Extraordinary item         $  (0.11)   $  0.13      $  0.24     $  0.67
Extraordinary item - early                                          
 retirement of debt                    --        --           --        (0.69)
Basic earnings (loss) per common                                         
share                            $  (0.11)   $  0.13      $  0.24     $ (0.02)
                                                                         
Basic weighted average common                                            
      shares outstanding            27,926    27,364       27,864      25,230
                                                                         












Diluted earnings (loss) per                                              
 common share data:

Diluted earnings (loss) per                                              
 common share before
      Extraordinary item         $  (0.11)   $  0.13      $  0.23     $  0.66
Extraordinary item - early                                                   
 retirement of debt                    --         --           --       (0.68)
Diluted earnings (loss) per                                              
 common share                    $  (0.11)   $  0.13      $  0.23     $ (0.02)
                                                                         
Diluted weighted average common                                          
     shares outstanding            28,263     28,113       28,474      25,782
                                                                         
                                                                         
Comparable store sales data         (2.1%)       2.8%       (1.3%)        4.4%












































<PAGE>                                           
                             Stage Stores, Inc.,
                      Consolidated Condensed Balance Sheet
                              (in thousands)
                                (unaudited)                          
                                                                    
                                                                     
                                       10/31/98     1/31/98      11/1/97
                                                                    
              ASSETS                                                    
Cash and cash equivalents             $11,226     $ 23,315       $15,274
Undivided interest in accounts        
 receivable trust                      58,971       61,211        64,431
Merchandise inventories, net          421,658      303,115       330,477
Other current assets                   82,242       78,205        72,070
      Total current assets            574,097      465,846       482,252
                                                                        
Fixed assets, net                     225,121      171,654       154,707
Goodwill, net                          93,285       95,486        88,391
Other assets                           24,858       26,410        55,209
                                     $917,361     $759,396      $780,559
                                                                        
   LIABILITIES AND STOCKHOLDERS'                                        
              EQUITY
Accounts payable                     $102,787     $ 91,799      $105,893
Other current liabilities             140,707       55,983        71,892
      Total current liabilities       243,494      147,782       177,785
                                                                        
Long-term debt including credit                                  
 facilities                           450,311      395,248       398,207
Other long-term liabilities            10,436       11,288        19,320
      Total liabilities               704,241      554,318       595,312
                                                                        
Stockholders' equity                  213,120      205,078       185,247
                                     $917,361     $759,396      $780,559
                                                                        
























<PAGE>

                          Stage Stores, Inc.
            Consolidated Condensed Statement of Cash Flows
                            (in thousands)
                             (unaudited)
                                                                  
                                                    Nine Months Ended
                                                   10/31/98    11/1/97
  Cash flows from operating activities:                               
    Net income (loss)                              $  6,648  $   (517)
    Adjustments to net income (loss):                                  
      Depreciation and amortization                  21,046     13,091
      Other                                             192     19,616
      Amortization of debt issue costs and                    
             accretion of discount                    2,628      2,729
    Changes in working capital                     (106,691)   (48,918)
      Net cash  used in operating activities        (76,177)   (13,999)
                                                                      
  Cash flows from investing activities:                               
    Acquisitions, net of cash acquired                 --       (4,946)
    Additions to fixed assets                       (71,202)   (41,744)
      Net cash used in investing activities         (71,202)   (46,690)
                                                                      
  Cash flows from financing activities:                               
    Proceeds from working capital facility          134,650     46,400
    Proceeds from issuance of common stock              839     21,125
    Proceeds from long-term debt                       --      299,720
    Payments on long-term debt                         (199)  (297,161)
    Additions to debt issue costs                      --      (12,407)
      Net cash provided by financing                135,290     57,677
       activities..
                                                                      
    Net decrease in cash and cash equivalents       (12,089)    (3,012)
                                                                      
    Cash and cash equivalents:                                        
     Beginning of period                             23,315     18,286
     End of period                                 $ 11,226   $ 15,274
                                                                      


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