8-K

                            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


                        February 3, 2000
        (Date of Report, date of earliest event reported)


                       Stage Stores, Inc.
     (Exact name of registrant as specified in its charter)


             Commission file number 001-14035



           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)


ITEM 5.  Other Events.

     A  press release which announced the Company's amendment to
the credit agreement, discussed the Company's cost reduction program,
reported the Company's fourth quarter 1999 sales and covered certain
other matters was issued by the Company on February 3, 2000 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 February 3, 2000 issued by the
       Company.




                           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.

February 3, 2000                        /s/ James A. Marcum
 (Date)                                 James A. Marcum
                                        Vice Chairman and,
                                        Chief Financial Officer

EX-99.1

NEWS RELEASE

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


FOR IMMEDIATE RELEASE


    STAGE STORES, INC. ANNOUNCES CREDIT AGREEMENT AMENDMENT,
DISCUSSES COST REDUCTION PROGRAM AND REPORTS FOURTH QUARTER 1999
                              SALES
                 ______________________________

HOUSTON,  TX, February 3, 2000 -- Stage Stores, Inc. (NYSE:  SGE)
announced today that the Company's bank lending group has amended
certain  provisions contained within its $200  million  revolving
credit  facilities agreement.  The amendment, which is  effective
immediately,  waives the Company's compliance with the  financial
covenants  contained  in  the credit  agreement  for  the  fourth
quarter  ended  January  29, 2000.  In  addition,  the  amendment
revises the financial covenants and the clean down provision  for
fiscal year 2000.

The  Company also announced that it has completed a review of its
asset base.  As a result of this review, it has identified, among
other things, approximately 60 stores which will be closed during
2000.   Furthermore, the Company has implemented a cost reduction
program.  This program includes, among other things, a work force
reduction,  primarily at its central office, that is designed  to
save approximately $4.5 million in annualized payroll and payroll
related  costs.   As a result of the aforementioned  initiatives,
the  Company expects to record significant pretax charges  during
the fourth quarter of fiscal year 1999.

The Company additionally reported sales of $324.7 million for the
fourth  quarter ended January 29, 2000 as compared  to  sales  of
$357.3 million for the prior year period.  The decrease in  sales
primarily  reflects the net reduction of 31 stores for  the  year
and  a  7.8% decline in comparable store sales during the quarter
which was driven by a softness in the Company's sales during  the
Christmas holiday selling period as previously discussed  by  the
Company in its January 6, 2000 sales release.

The  Company  expects  to  report its  fourth  quarter  financial
results on or about March 9, 2000.

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 648 stores in 33 states at the  end
of  the  fourth  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.
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