S-8

As filed with the Securities and Exchange Commission on July 23, 2009.

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

STAGE STORES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	91-1826900
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
10201 Main Street, Houston, Texas	77025
(Address of Principal Executive Offices)	(Zip Code)

STAGE STORES, INC.

AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Edward J. Record Executive Vice President and Chief Financial Officer 10201 Main Street, Houston, Texas 77025 (Name and Address of Agent For Service) (800) 579-2302 (Telephone Number, Including Area Code, of Agent For Service ) Copies to: Philip B. Sears, Esq. McAfee & Taft, P.C. 211 North Robinson Oklahoma City, OK 73102    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Calculation of Registration Fee

Title of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	1,750,000(1)	$11.70(2)	$20,475,000(2)	$1,143.00

(1)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of common stock which may be issued as a result of the anti-dilution provisions of the Stage Stores, Inc. Amended and Restated 2008 Equity Incentive Plan.
(2)	Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on the average of the high and low prices of the common stock of Stage Stores, Inc. as reported on the New York Stock Exchange on July 20, 2009.

EXPLANATION OF REGISTRATION STATEMENT

By this Registration Statement, Stage Stores, Inc. (the “Company” or the “Registrant”) is registering an additional 1,750,000 shares of its common stock, $0.01 par value, authorized for issuance under the Stage Stores, Inc. Amended and Restated 2008 Equity Incentive Plan (the "Plan"), which was approved by the shareholders of the Company at their annual meeting on June 4, 2009. The Plan is an amendment and restatement of the Stage Stores, Inc. 2008 Equity Incentive Plan, with respect to which the Company filed a Registration Statement on Form S-8 on June 10, 2008 (Registration No. 333-151568) (the "Prior Registration Statement") with the Securities and Exchange Commission (the "Commission").  The contents of the Prior Registration Statement are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

The total number of shares of the Company's common stock available for issuance under the Plan will be 2,750,000, which includes the 1,750,000 shares of common stock being registered by this Registration Statement and the 1,000,000 shares of common stock that were registered by the Prior Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents we filed with the Securities and Exchange Commission (the “Commission”) (File No. 001-14035) are incorporated in and made a part of this Registration Statement by reference:

1. Our Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 30, 2009;

2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2009, filed on June 5, 2009; and

3. Our Current Reports on Form 8-K (excluding any information furnished under Items 2.02 or 7.01 thereof) filed February 6, 2009, March 2, 2009, March 4, 2009, March 6, 2009, March 12, 2009, April 2, 2009, April 14, 2009, April 30, 2009, May 8, 2009, May 13, 2009, May 15, 2009, May 20, 2009, May 22, 2009, June 1, 2009, June 4, 2009, June 5, 2009, June 10, 2009, July 8, 2009 and July 10, 2009.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of those documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 Item 8. Exhibits

5* Opinion of McAfee & Taft A Professional Corporation

23.1* Consent of Deloitte & Touche LLP

23.2* Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5)

24* Power of Attorney

99 Stage Stores, Inc. Amended and Restated 2008 Equity Incentive Plan is incorporated by reference to Appendix A of Stage Stores’ Proxy Statement on Form DEF 14A (Commission File No. 1-14035) filed April 15, 2009

___________________________

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 23, 2009.

STAGE STORES, INC.
By:	/s/ Andrew T. Hall
	Andrew T. Hall
	President and Chief Executive Officer
	(Principal Executive Officer)
STAGE STORES, INC.
By:	/s/ Edward J. Record
	Edward J. Record
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)
STAGE STORES, INC.
By:	/s/ Richard E. Stasyszen
	Richard E. Stasyszen
	Senior Vice President, Finance and Controller
	(Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/Alan J. Barocas*	Director	July 23, 2009
Alan J. Barocas
/s/ Michael L. Glazer*	Director	July 23, 2009
Michael L. Glazer
/s/ Andrew T. Hall	Director	July 23, 2009
Andrew T. Hall
/s/ John T. Mentzer*	Director	July 23, 2009
John T. Mentzer
/s/ William J. Montgoris*	Director	July 23, 2009
William J. Montgoris
/s/ Sharon B. Mosse*	Director	July 23, 2009
Sharon B. Mosse
/s/ James R. Scarborough*	Director	July 23, 2009
James R. Scarborough
/s/ David Y. Schwartz*	Director	July 23, 2009
David Y. Schwartz

________________________________________________________

*By Power of Attorney dated June 4, 2009

EXHIBIT INDEX

Exhibit Number	Description
5*	Opinion of McAfee & Taft A Professional Corporation
23.1*	Consent of Deloitte & Touche LLP
23.2*	Consent of McAfee & Taft A Professional Corporation (included as part of Exhibit 5)
24*	Power of Attorney
99	Stage Stores, Inc. Amended and Restated 2008 Equity Incentive Plan is incorporated by reference to Appendix A of Stage Stores’ Proxy Statement on Form DEF 14A (Commission File No. 1-14035) filed April 15, 2009

*    Filed herewith.

EX-5

Exhibit 5

July 23, 2009

Stage Stores, Inc.

10201 Main Street

Houston, TX  77025

Re: Stage Stores, Inc. – Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Stage Stores, Inc., a Nevada corporation (the "Company"), in connection with the registration statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration of an additional 1,750,000 shares of the Company’s common stock, par value $.01 per share, which may be issued pursuant to the Stage Stores, Inc. Amended and Restated 2008 Equity Incentive Plan (the “Plan”).  The shares of common stock that are to be issued under the Plan are referred to herein as the “Shares”.

In rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of the opinions, including: (i) the Company’s Amended and Restated Articles of Incorporation, (ii) the Company’s Amended and Restated Bylaws, (iii) the applicable minutes of meetings or consents in lieu of meetings of the Company’s Board of Directors (the “Board”) and the Compensation Committee of the Board, and (iv) the Plan.

In rendering the opinions expressed herein, we have also assumed: (i) the genuineness of all signatures, (ii) the legal capacity and competency of all natural persons, (iii) the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies, (iv) the correctness and accuracy of all facts set forth in this opinion letter, and (v) compliance in the future with the terms of the Plan by the Company and its employees, officers, the Board and any committees appointed to administer the Plan.

Based upon and subject to the foregoing and subject to the exceptions, qualifications and limitations set forth below, we are of the opinion that:

1.  The Shares have been duly authorized; and

July 23, 2009

Stage Stores, Inc.

Registration Statement on Form S-8

Page 2

2.  When issued in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid and non-assessable.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium or other similar law affecting creditors’ rights generally, (ii) by general principles of equity, regardless of whether that enforceability is considered in a proceeding in equity or at law, and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

We are members of the Bar of the State of Oklahoma and the foregoing opinions are limited to the laws of the State of Oklahoma, the federal laws of the United States of America, and the Nevada Revised Statutes. We express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign, or to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied by this opinion letter. The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ McAfee & Taft A Professional Corporation

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the financial statements of Stage Stores, Inc. and subsidiary and the effectiveness of Stage Stores, Inc. and subsidiary's internal control over financial reporting dated March 30, 2009, appearing in the Annual Report on Form 10-K of Stage Stores, Inc. and subsidiary for the year ended January 31, 2009.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

July 23, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a Director of Stage Stores, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints Andrew Hall and Edward Record and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead in any and all capacities, to sign a Registration Statement under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or either of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to the Registration Statement, for the registration of securities in connection with the Stage Stores, Inc. Amended and Restated 2008 Equity Incentive Plan, in such forms as they or either of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that the Registration Statement shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them or their substitute, might lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has signed this Power of Attorney as of the 4th day of June, 2009.

/s/ Alan J. Barocas	/s/ Sharon B. Mosse
Alan J. Barocas, Director	Sharon B. Mosse, Director
/s/ Michael L. Glazer	/s/ James R. Scarborough
Michael L. Glazer, Director	James R. Scarborough
/s/ John T. Mentzer	/s/ David Y. Schwartz
John T. Mentzer, Director	David Y. Schwartz, Director
/s/ William J. Montgoris
William J. Montgoris, Director