RHODES INC
8-A12B, 1994-03-14
FURNITURE STORES
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                       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

                                 Rhodes, Inc.
- ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Georgia                                 No. 58-0536190       
- --------------------------------------------         -------------------------
 (State of incorporation or organization)                 (IRS Employer
                                                       Identitication No.)
                                                     
4370 Peachtree Road, N.E., Atlanta, Georgia                    30319
- --------------------------------------------         -------------------------
 (Address of principal executive officers)                  (Zip Code)

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

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

Common Stock, without par value                New York Stock Exchange

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

                                     None
- ------------------------------------------------------------------------------
                                (Title of class)




                        THIS FILING CONSISTS OF 3 PAGES

                    NO EXHIBIT INDEX INCLUDED IN THIS FILING
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        Item 1. Description of Registrant's Securities to be Registered.

                 The information called for by Item 1 of this Statement is
         incorporated herein by reference from the section entitled
         "Description of Capital Stock" in Amendment No. 4 to the Registrant's 
         Registration Statement on Form S-1 (File No. 33-60962) filed with the 
         Securities and Exchange Commission on June 14, 1993.


         Item 2. Exhibits.*

                 1.       Annual Report on Form 10-K for the year ended
                          February 29, 1993, filed with the Securities
                          and Exchange Commission.

                 2.1      Quarterly Report on Form 10-Q for the quarter
                          ended May 31, 1993, filed with the Securities
                          and Exchange Commission.

                 2.2      Quarterly Report on Form 10-Q for the quarter        
                          ended August 31, 1993, filed with the
                          Securities and Exchange Commission.

                 2.3      Quarterly Report on Form 10-Q for the quarter        
                          ended November 30, 1993, filed with the
                          Securities and Exchange Commission.

                 4.1      Restated and Amended Articles of Incorporation of
                          Rhodes, Inc.

                 4.2      Amended Bylaws of Rhodes, Inc.

                 5.       Specimen Certificate of the Common Stock, without    
                          par value, of Rhodes, Inc.

                 6.       Last Annual Report submitted by Rhodes, Inc. to
                          its shareholders.





         -------------------------
         *       Included only in copy filed with the New York Stock Exchange.

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                                   SIGNATURE


        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereto duly authorized.


                                                 RHODES, INC.


                                                 By: /s/ Joel H. Dugan     
                                                    ----------------------
                                                    Joel H. Dugan
                                                    Senior Vice President
                                                    Finance and Administration


DATE: March 14, 1994





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