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


                          June 1, 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 regarding the Company announcing  a  major
restructuring  under Chapter 11 of the United  States  Bankruptcy
Code  and commencement of its reorganization proceedings  in  the
United  States  Bankruptcy Court in Houston,  Texas  and  certain
other  matters was issued by the Company on June 1, 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 June 1, 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.

June 2, 2000                            /s/ Charles M. Sledge
 (Date)                                 Charles M. Sledge
                                        Senior VP Finance, Treasurer
                                         and Secretary

EX-99.1

                          Exhibit 99.1

FOR IMMEDIATE RELEASE
                                                   MEDIA CONTACT
                                                   Wendy Wall / Helen Vollmer
                                                   Vollmer Public Relations
                                                   (Wendy@vollmerpr.com)
                                                   713/546-2230 / 713/857-7605

                                                   INVESTOR RELATIONS CONTACT
                                                   Jennifer Tweeton
                                                   713/970-2134

           STAGE STORES ANNOUNCES MAJOR RESTRUCTURING

HOUSTON  (June  1, 2000) - - Stage Stores, Inc. (NYSE:SGE)  today
filed  for  protection  under Chapter 11  of  the  United  States
Bankruptcy   Code.   The  company  commenced  its  reorganization
proceedings  in  the United States Bankruptcy Court  in  Houston,
Texas.
      "Because we have taken this most serious step, we believe
Stage Stores will survive and be able to prosper once again,"
said  says Jack Wiesner, Chairman, interim CEO, and President.
"Once we reorganize, we will be a stronger company, more focused
on our core business.  This should result in our becoming a more
competitive and profitable company."
     "Despite the difficulties the company has experienced, Stage
Stores' basic business concept is viable because the majority of
our stores are profitable," Wiesner notes.  "With our Stage,
Bealls and Palais Royal stores, we fill an important need by
providing brand-name apparel to underserved markets, mostly in
small town America."
     The company is in final discussions for a three-year, $450
million debtor-in-possession credit facility with CITICORP USA,
INC. as agent, subject to documentation and bankruptcy court
approval.  The new facility will refinance certain indebtedness
and provide for significant levels of incremental working capital
to Stage.
     In conjunction with the Chapter 11 filing, the company's
stock will be subject to "delisting" from the New York Stock
Exchange.

     "While this course of action is very strong medicine for our
company, filing bankruptcy can have definite positive aspects for
our customers, employees and vendors," Wiesner says. "Once signed
and approved, the debtor-in-possession credit facility will
provide a significant line of credit and access to new capital.
Payrolls and benefits will continue.  In addition, we have the
opportunity to work with our vendors to get the merchandise we
need flowing back into the stores."

     During its reorganization period, the company has retained
the services of Ron Wuensch of Houston to help the company
through the Chapter 11 process.  "Ron has put together a talented
advisory group with extensive legal and financial experience in
reorganizations," Wiesner notes.  "Their expertise will allow for
the reorganization process to be as smooth and seamless as
possible, with very little effect on our customers and daily
operations."
     The reorganization will require the closing of
underperforming stores, resulting in a stronger core business.
However, when possible, the company will offer other job
opportunities to employees whose stores are closing.
     Stage Stores is actively seeking a new CEO to lead it back
into profitability.  Until that person is on board, Mr. Wiesner
will continue to guide the company, along with an executive
committee consisting of top management in merchandising,
marketing, finance and operations.  A board member of Stage
Stores, Mr. Wiesner was CEO of C.R. Anthony Co., a national
apparel chain that Stage Stores acquired in 1997.
     Stage Stores, Inc., brings nationally recognized brand name
apparel, accessories, cosmetics and footwear for the entire
family to small towns and communities throughout the United
States.  The company currently operates more than over 600 stores
in 33 states, primarily under the Stage, Bealls and Palais Royal
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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