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                                 SECURITIES AND EXCHANGE COMMISSION
                                      WASHINGTON, D.C. 20549
                                            FORM 10-K/A

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                              For the Fiscal year ended     February 2, 2002
OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                             For the transition period from to __________


                                    AMES DEPARTMENT STORES, INC.
                           (Exact Name of Registrant as Specified In its Charter)

                               DELAWARE                                                     04-2269444
                      (State or Other Jurisdiction                        (I.R.S. Employer Identification Number)
                    Incorporation or Organization)

                    2418 Main Street, Rocky Hill, Connecticut                          06067
                   --------------------------------------------                      ----------
                      (Address of Principal Executive Offices)                       (Zip Code)

                    Registrant's Telephone Number, Including Area Code        (860) 257-2000
                                                                             -----------------

                    Securities Registered Pursuant to Section 12(b) of the Act:     None

                    Securities Registered Pursuant to Section 12(g) of the Act:

                         Title of Each Class             Name of Each Exchange on Which Registered
                         -------------------            --------------------------------------------
                         Common Stock, $.01 par value               OTC Bulletin Board
                         Series B Warrants                            None

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X          No
    -----           -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [    ]

     As of March 28, 2002, the aggregate market value of voting stock held by non-affiliates of the Registrant was $6,929,810 based
on the last reported sale price of the Registrant's Common Stock.

     29,408,057 shares of Common Stock were outstanding on March 28, 2002.

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EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of Ames Department Stores, Inc. (the "Company")
amends and restates in its entirety Item 14 (Exhibits, Financial Statement Schedule and Reports on Form 8-K) of Part IV in
connection with the reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on
January 14, 2002.



Item 14.        Exhibits, Financial Statement Schedule and Reports on Form 8-K.

(a)     Documents Filed as Part of this Form 10-K

1.      Financial Statements

The Financial Statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Form 10-K.

2.      Financial Statement Schedule

The Financial Statement Schedule listed in the accompanying Index to Consolidated Financial Statements is filed as part of this
Form 10-K.

3.      Exhibits

The Exhibits filed as part of this Form 10-K are listed on the Exhibit Index immediately preceding such Exhibits, incorporated
herein by reference.

(b)     Reports on Form 8-K

1.      Ames filed a Current Report on Form 8-K on January 14, 2002 regarding developments during the Company's Chapter 11 Cases.

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SIGNATURES


       Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, as amended, the Registrant has duly caused this
  amendment to be signed on its behalf by the undersigned, thereunto duly
  authorized.


                        AMES DEPARTMENT STORES, INC.




                        By:    /s/ ROLANDO de AGUIAR
                               ----------------------
                        Name:  Rolando de Aguiar
                        Title: Senior Executive Vice President, Chief Financial
                               and Administrative Officer

Dated: May 17, 2002