HILLS STORES CO /DE/
8-A12B, 1996-06-20
DEPARTMENT STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                              HILLS STORES COMPANY
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                    <C>
                  DELAWARE                                                31-1153510                
(State or other jurisdiction of incorporation)              (I.R.S. employer identification number) 
                                                            
                15 DAN ROAD                                                  02021   
           CANTON, MASSACHUSETTS                                          (Zip Code) 
   (Address of principal executive offices)                 

If this Form relates to the registration of a          If this Form relates to the registration of a   
class of debt securities and is effectivce upon        class of debt securities and is to become       
filing pursuant to General Instruction A(c)(1)         effective simultaneously with the effectiveness 
please check the following box. / /                    of a concurrent registration statement under the
                                                       Securities Act of 1933 pursuant to General      
                                                       Instruction A(c)(2) please check the following  
                                                       box. /X/                                        
</TABLE>




        Securities to be registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange on which
Title of each class to be registered            each class is to be registered

12 1/2% SENIOR NOTES DUE 2003, SERIES B         NEW YORK STOCK EXCHANGE

        Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)

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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  Description of Registrant's Securities to be Registered.
         -------------------------------------------------------

         The material set forth in the section captioned "Description of Series
B Notes" in the Registrant's Amendment No. 1 to Registration Statement on Form
S-4 (Registration No. 333-05003), filed with the Securities and Exchange
Commission on June 14, 1996, is incorporated by reference herein.

ITEM 2.  Exhibits.
         --------

         1.       Indenture, dated as of April 19, 1996 among the Company, as
                  issuer, and Hills Department Store Company, Canton
                  Advertising, Inc., Corporate Vision, Inc., C.R.H.
                  International, Inc., HDS Transport, Inc., and Hills
                  Distributing Company, as guarantors, and Fleet National Bank,
                  as trustee, is incorporated by reference herein from Exhibit
                  4.10 to the Registrant's Quarterly Report on Form 10-Q for the
                  Quarterly Period Ended May 4, 1996.

         2.       Form of the 12 1/2% Senior Notes due 2003, Series B of Hills
                  Stores Company is incorporated by reference herein from
                  Exhibit A of the Indenture filed as Exhibit 4.10 to the
                  Registrant's Quarterly Report on Form 10-Q for the Quarterly
                  Period Ended May 4, 1996.


                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Hills Stores Company has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                                        HILLS STORES COMPANY

Date: June 19, 1996                     By: /s/ William K. Friend
                                            ------------------------------------
                                            William K. Friend
                                            Vice President - Secretary 
                                            and Corporate Counsel


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