UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

              For the fiscal year ended January 30, 1999

                                  OR

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

           For the transition period from ______ to ______

                    Commission File No.  333-10843

                  SRI RECEIVABLES PURCHASE CO., INC.
        (Exact name of registrant as specified in its charter)

            DELAWARE                 
(State or other jurisdiction of                51-349276
 incorporation or organization)      (I.R.S. Employer Identification
                                     No.)

10201 Main Street, Houston, Texas                 77025
                                               (Zip code)
(Address  of principal executive offices)


Registrant's telephone number, including area code:  (713) 667-5601

Securities  registered pursuant to Section  12(b)  of  the Act: NONE

Securities  registered pursuant to Section  12(g)  of  the Act: 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 at least  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. [X]

The aggregate market value of the voting common stock held
by  non-affiliates  as of April 29, 1999  was  zero.   The
number  of shares of common stock outstanding as of  April
29,  1999  was  1,000 shares which were held by  Specialty
Retailers,  Inc.,  a  wholly-owned  subsidiary  of   Stage
Stores, Inc.

                 DOCUMENTS INCORPORATED BY REFERENCE
                                 NONE

THE  REGISTRANT MEETS THE CONDITIONS SET FORTH IN  GENERAL
INSTRUCTION  (I)(1)(a)  and  (b)  OF  FORM  10-K  AND   IS
THEREFORE  FILING  THIS FORM UNDER THE REDUCED  DISCLOSURE
FORMAT.

                             PART I


      References  to  a  particular year are to  SRI  Receivables
Purchase  Co.,  Inc.'s fiscal year which is the  52  or  53  week
period  ending  on  the Saturday closest to January  31,  of  the
following  calendar  year  ( e.g., a reference  to  "1998"  is  a
reference to the fiscal year ended January 30, 1999).


ITEM 1.        BUSINESS

General

      1.  SRI  Receivables Purchase Co., Inc. (the  "Company"  or
"SRPC")   is  a  wholly  owned,  special-purpose  subsidiary   of
Specialty Retailers, Inc. ("SRI").  The Company's ultimate parent
is  Stage Stores, Inc. ("Stage Stores").  The Company, which  was
incorporated  in  1993, was established to acquire  substantially
all  of  the  trade accounts receivable generated by  holders  of
SRI's  private  label credit card accounts and to  transfer  such
accounts  receivable  to the SRI Receivables  Master  Trust  (the
"Trust")  under  the terms of a pooling and servicing  agreement.
The  Company is a separate and distinct entity from Stage  Stores
and  its other affiliates.  The Company was established with  the
intent  that, in the event of a liquidation, its creditors  would
be  entitled  to  satisfy their claims from the Company's  assets
prior  to  any  distribution  to  Stage  Stores  or  any  of  its
subsidiaries.  The Trust has issued certain certificates to third
parties representing undivided interests in the Trust. SRPC  owns
an  undivided interest in the accounts receivable not  supporting
the  certificates  issued  to third parties  by  the  Trust  (the
"Retained Interest").

      2.  Stage Stores, through SRI, operates the store of choice
for   well-known,  nationally  recognized  brand   name   apparel
accessories, cosmetics and footwear in over 500 small  towns  and
communities throughout the United States.  At January  30,  1999,
SRI  operated  679  stores in twenty-four  states.  Although  the
stores  may  be operated under the "Stage", "Bealls" and  "Palais
Royal" trade names depending on the geographical market, the vast
majority  of  the stores operate under one concept and  strategy.
Stage  Stores  offers its customers a private label  credit  card
which  can  be used to make purchases at its stores.  At  January
30,  1999,  Stage Stores had approximately 2.3 million of  active
credit card accounts.


ITEM 2.        PROPERTIES

     None.


ITEM 3.        LEGAL PROCEEDINGS

     None.


ITEM  4.       SUBMISSION  OF MATTERS TO  A  VOTE  OF  SECURITY HOLDERS

      This Item is omitted pursuant to general instruction I of Form 10-K.


                             PART II
                                
ITEM 5.        MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS

          NONE.

ITEM 6.        SELECTED FINANCIAL DATA

      This Item is omitted pursuant to general instruction I of Form 10-K.


ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995.

      Certain items discussed or incorporated by reference herein
contain   forward-looking  statements  that  involve  risks   and
uncertainties  including, but not limited to, the seasonality  of
demand  for  apparel which can be affected by  weather  patterns,
levels of competition, competitors' marketing strategies, changes
in  fashion trends and availability of product and the failure of
SRI   to  achieve  the  expected  results  of  merchandising  and
marketing plans or store opening or closing plans. The occurrence
of  any of the above could have a material adverse impact on  the
amount  or  quality of accounts receivable transferred  to  SRPC,
which  in  turn  could  affect  the operating  results  of  SRPC.
Additionally, changes in economic conditions (including  interest
rates  and  payment patterns of the holders of SRI private  label
credit   cards)  could  negatively  impact  SRPC's   results   of
operations.  Also, see "Risk Factors" under Item 7.  Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations in Stage Stores Form 10-K for the period ended January
30,  1999, filed April 16, 1999, for a discussion of risk factors
relating  to  the  operations of SRPC's parent  company.  Certain
information    herein   contains   estimates   which    represent
management's  best  judgment  as of  the  date  hereof  based  on
information currently available; however, SRPC does not intend to
update  this  information to reflect developments or  information
obtained after the date hereof and disclaims any legal obligation
to the contrary.


1998 Compared to 1997
     
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS IS LIMITED TO AN ANALYSIS OF OPERATIONS
BETWEEN  1998 AND 1997 PURSUANT TO GENERAL INSTRUCTION I OF  FORM
10-K.
     
     The  gain associated with the Retained Certificates for 1998
decreased 41.5% to $2.4 million from $4.1 million in 1997 due  to
an  increase  in  premium payments to SRI  for  the  purchase  of
accounts as well as an increase in the return paid to certificate
holders  in  the  Trust partially offset by an  increase  in  the
amount  of  service charge and late fee income and a decrease  in
bad debt expense. SRPC paid $39.7 million in premiums on accounts
receivable purchased during 1998 and $27.2 million for  the  same
period  in  1997. Interest income on balances with SRI  increased
61.7% to $7.6 million in 1998 from $4.7 million in 1997 primarily
due to an increase in the net cash advances to SRI.

Recent Accounting Pronouncements

     In  April 1998, the Accounting Standards Executive Committee
issued  Statement of Position 98-5, "Reporting on  the  Costs  of
Start-Up  Activities"  ("SOP 98-5") effective  for  fiscal  years
beginning after December 15, 1998.  SOP 98-5 provides guidance on
the financial reporting of start-up costs and organization costs.
It  requires costs of start-up activities and organization  costs
to  be expensed as incurred.  Initial adoption of SOP 98-5 is  to
be  reported  as the cumulative effect of a change in  accounting
principle.  The Company will adopt SOP 98-5 in the first  quarter
of 1999 and estimates adoption will result in an after tax charge
of approximately $1.5 million.


ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See  "Index to Financial Statements and Schedules" included
on page 5 for information required under this Item 8.


ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE

     None.







                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      This Item is omitted pursuant to general instruction I of Form 10-K.


ITEM 11.  EXECUTIVE COMPENSATION

      This Item is omitted pursuant to general instruction I of Form 10-K.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

      This Item is omitted pursuant to general instruction I of Form 10-K.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      This Item is omitted pursuant to general instruction I of Form 10-K.

                                
                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

     (a) and (d) Financial Statements

           See  "Index to Financial Statements and Schedules" on Page 5.

     (b) Reports on Form 8-K

          None.

     (c) Exhibits - See "Exhibit Index" at X-1.
       

                           SIGNATURES


      Pursuant to the requirements of Section 13 or 15 (d) 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.


                    SRI Receivables Purchase Co., Inc.

                      /s/ Carl Tooker                April 29, 1999
                      Carl Tooker
                      Chairman, Chief  Executive  Officer and
                      President (principal executive officer)


                    SRI Receivables Purchase Co., Inc.

                      /s/ James Marcum               April 29, 1999
                      James Marcum
                      Vice Chairman and Chief Financial Officer
                      (principal financial and accounting officer)




      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the date indicated.



/s/ Carl Tooker      Chairman of the Board of Directors    April 29, 1999
Carl Tooker


/s/ James Marcum      Director                             April 29, 1999
James Marcum







          INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                                                                      Page
Financial Statements                                                 Number

Report of Independent Accountants                                      F-1
Balance Sheet at January 30, 1999 and January 31, 1998                 F-2
Statement  of  Income for the fiscal years 1998,  1997  and  1996      F-3
Statement of Cash Flows for the fiscal years 1998, 1997 and  1996      F-4
Statement of Stockholder's Equity for the 
fiscal years 1998, 1997 and 1996                                       F-5
Notes to Financial Statements                                          F-6




Schedules

    All schedules are omitted because they are not applicable  or
the required information is shown in the financial statements  or
notes thereto.

                                
                                
                                
                                
                                
                REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholder of
SRI Receivables Purchase Co., Inc.

In   our   opinion,  the  financial  statements  listed  in   the
accompanying index present fairly, in all material respects,  the
financial  position of SRI Receivables Purchase  Co.,  Inc.  (the
"Company")  at  January 30, 1999 and January 31,  1998,  and  the
results  of  its operations and its cash flows for  each  of  the
three  years in the period ended January 30, 1999, in  conformity
with  generally  accepted accounting principles. These  financial
statements  are  the responsibility of the Company's  management;
our  responsibility is to express an opinion on  these  financial
statements based on our audits. We conducted our audits of  these
statements   in  accordance  with  generally  accepted   auditing
standards  which require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements  are free of material misstatement. An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating  the  overall  financial  statement  presentation.  We
believe  that  our  audits  provide a reasonable  basis  for  the
opinion expressed above.







PricewaterhouseCoopers  LLP


Houston, Texas
April 9, 1999




           SRI Receivables Purchase Co., Inc.
(An indirect, wholly-owned subsidiary of Stage Stores, Inc.)
                     Balance Sheet
               (in thousands, except par value)
                                                       
                                                             
                                           January 30, 1999   January 31, 1998
                                                     
              ASSETS                                 
 Retained Certificates in Trust                $ 83,044            $ 72,445
 Restricted cash                                  5,926               7,808
 Prepaid expenses                                   899                 473
 Debt issue costs                                 1,231               1,874
 Trust organization costs                         3,171               3,883
  Total assets                                 $ 94,271            $ 86,483
                                                     
  LIABILITIES AND STOCKHOLDER'S                      
              EQUITY
 Accrued expenses and other  
  accrued liabilities                         $    709            $    630
 Payable to SRI, net                            23,497              14,324
 Deferred income taxes                           2,179               1,217
 Long-term debt                                 30,000              30,000
       Total liabilities                        56,385              46,171
                                                     
 Common stock, par value $0.01, 1                    
  share authorized, issued and 
  outstanding                                      --                  --
 Additional paid-in capital                     32,130              34,556
 Retained earnings                               5,756               5,756
       Stockholder's equity                     37,886              40,312
 Commitments and contingencies                     --                  --
  Total liabilities and             
   stockholder's equity                       $ 94,271            $ 86,483
                                                     


             SRI Receivables Purchase Co., Inc.
(An indirect, wholly-owned subsidiary of Stage Stores, Inc.)
                   Statement of Income
                     (in thousands)
                                                                
                                                                    
                                                       Fiscal Year
                                                1998       1997        1996
                                                                    
                                                                    
 Gain associated with Retained Certificates    $2,405     $4,099      $7,249
 Interest income on balances with SRI           7,598      4,659       2,044
 Interest income                                  219        245         150
 Interest expense                               3,740      3,740       2,538
 Amortization of debt issue costs                 642        637         382
 General and administrative expenses              938        597         932
 Operating income                               4,902      4,029       5,591
                                                             
 Income tax expense                             1,826      1,483       2,023
                                                             
 Income before extraordinary item               3,076      2,546       3,568
                                                             
 Extraordinary item - write-off
  of trust organization costs                     --        (642)        --
                                                             
 Net income                                    $3,076     $1,904      $3,568
                                                             


            SRI Receivables Purchase Co., Inc.
 (An indirect, wholly-owned subsidiary of Stage Stores, Inc.)
                 Statement of Cash Flows
                     (in thousands)
                                                                
                                                                    
                                                             Fiscal Year
                                                    1998       1997       1996
Cash flows from operating activities:                               
 Net income                                        $3,076     $1,904     $3,568
 Adjustments to reconcile net income to net
  cash provided by (used in) operating activities:
   Amortization of trust organization   
    and debt issue costs                            1,659      1,254      1,385
    Extraordinary item                                --         642        --
    Deferred income taxes                             962        (58)       380
    Change in operating assets and liabilities:
        Increase (decrease) in payable to SRI       9,173    (20,717)    16,519
        Increase (decrease) in accrued        
         expenses and other liabilities                79       (589)        (7)
        Unrealized gain associated with   
         the Retained Certificates                 (3,363)      (424)    (1,262)
     Total adjustments                              8,510    (19,892)    17,015
                                                              
 Net cash provided by (used in) 
  operating activities                              11,586    (17,988)    20,583
                                                              
Cash flows from investing activities:                        
   (Increase) decrease in restricted cash            1,882     (2,176)   (1,221)
   Purchases of accounts receivable from SRI      (589,685)  (486,774) (458,408)
   Transfer of accounts receivable to Trust        585,299    508,912   441,345
     Net cash provided by (used in)     
      investing activities                          (2,504)    19,962   (18,284)
                                                              
Cash flows from financing activities:                        
   Proceeds from issuance of long-term debt            --         --     30,000
   Additions to debt issue costs                       --         (70)   (2,822)
   Dividends paid to SRI                            (9,082)    (1,904)  (29,477)
     Net cash used in financing activities          (9,082)    (1,974)   (2,299)
                                                              
     Net change in cash and cash equivalents           --         --        --
                                                              
 Cash and cash equivalents:                                 
   Beginning of year                                   --         --        --
   End of year                                     $   --     $   --    $   --
                                                              
Supplemental disclosure of cash flow information:
                                                              
   Interest paid                                    $3,750     $3,750    $2,039
                                                              
Supplemental schedule of non-cash                              
investing and financing activities:
                                                              
   Contribution of ineligible accounts receivable   $3,276     $4,530    $4,944
                                                              
   Contribution of trust organization costs          $ 304      $ 300     $  87


              SRI Receivables Purchase Co., Inc.
   (An indirect, wholly-owned subsidiary of Stage Stores, Inc.)
              Statement of Stockholder's Equity
                       (in thousands)
                                                                   
                                                                       
                                   Common Stock                        
                                                    Additional
                                  Shares              Paid-In  Retained     
                                Outstanding  Amount   Capital  Earnings  Total
                                                                     
 Balance, February 3, 1996            1      $ --     $52,195   $4,165  $56,360
                                                                      
 Net income                          --        --         --     3,568    3,568
 Dividends                           --        --     (27,500)  (1,977) (29,477)
 Contribution of ineligible       
  accounts receivable                --        --       4,944      --     4,944
 Contribution of trust 
  organization costs                 --        --          87      --        87
 Balance, February 1, 1997            1        --      29,726    5,756   35,482
                                                                      
 Net income                          --        --         --     1,904    1,904
 Dividends                           --        --         --    (1,904)  (1,904)
 Contribution of ineligible 
  accounts receivable                --        --       4,530      --     4,530
 Contribution of trust
  organization costs                 --        --         300      --       300
 Balance, January 31, 1998            1        --      34,556    5,756   40,312
                                                                      
 Net income                          --        --         --     3,076    3,076
 Dividends                           --        --      (6,006)  (3,076)  (9,082)
 Contribution of ineligible       
  accounts receivable                --        --       3,276      --     3,276
 Contribution of trust  
  organization costs                 --        --         304      --       304
 Balance, January 30, 1999            1     $  --     $32,130   $5,756  $37,886
                                                                     



               SRI Receivables Purchase Co., Inc.
  (An indirect, wholly-owned subsidiary of Stage Stores, Inc.)
                  Notes to Financial Statements


NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS:

     SRI Receivables Purchase Co., Inc. ("SRPC" or the "Company")
is  a  wholly  owned,  special-purpose  subsidiary  of  Specialty
Retailers, Inc. ("SRI").  The Company's ultimate parent is  Stage
Stores  Inc.  ("Stage Stores"). The Company was  incorporated  in
1993  and  was established to acquire substantially  all  of  the
trade  accounts receivable generated by holders of SRI's  private
label  credit card accounts and transfer such accounts receivable
to  SRI Receivables Master Trust (the "Trust") under the terms of
a pooling and servicing agreement.

      The  Company is a separate and distinct entity  from  Stage
Stores  and  its  other affiliates.  The Company was  established
with the intent that in the event of a liquidation, its creditors
would  be  entitled  to satisfy their claims from  the  Company's
assets  prior to any distribution to Stage Stores or any  of  its
subsidiaries.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

     Fiscal  Year:  References to a particular year  are  to  the
Company's fiscal year which is the 52 or 53 week period ending on
the Saturday closest to January 31 of the following calendar year
(e.g.,  reference  to "1998" is a reference to  the  fiscal  year
ended January 30, 1999).

     Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management  to  make estimates and assumptions  that  affect  the
amounts  reported  in the financial statements  and  accompanying
notes.  Actual results could differ from those estimates.

     Retained  Certificates  in Trust: Retained  certificates  in
Trust  constitutes  the Class D term certificates,  the  Class  C
revolving   certificate  and  the  transferor  certificate   (the
"Transferor  Certificate"  and  along  with  the  Class  D   term
certificates and the Class C revolving certificate, the "Retained
Certificates")  which  are held by SRPC. SRPC  accounts  for  the
Retained  Certificates  under Statement of  Financial  Accounting
Standards  No. 115, "Accounting for Certain Investments  in  Debt
and Equity Securities" ("SFAS 115"). Under SFAS 115, the Retained
Certificates are accounted for as debt securities and  classified
as trading securities. Accordingly, the Retained Certificates are
recorded at fair value in the accompanying balance sheet with any
change in fair value reflected currently in income.

     Fair  value is determined based upon the purchase  price  of
the  receivables as well as actual and estimated  finance  charge
income,  servicing cost and bad debt expense associated with  the
underlying  accounts receivable portfolio,  return  paid  to  the
holders  of  the  Class A, B and C term certificates  (the  "Term
Certificates") and the Class A and B revolving certificates  (the
"Revolving Certificates").  The realized gain associated with the
Retained Certificate represents: (i) actual finance charge income
billed to the holders of the underlying accounts receivable; less
(ii)  actual servicing costs incurred by SRPC under an  agreement
with  SRI,  actual  return  paid  to  the  holders  of  the  Term
Certificates and Revolving Certificates, actual premium  payments
made  to SRI and actual bad debt write-offs net of any recoveries
of  such  write-offs (see Note 3).  The change in the  unrealized
gain (loss) associated with the Retained Certificates represents:
(i)  estimated future finance charge income to be billed  to  the
holders  of  the underlying accounts receivable as the underlying
accounts receivable portfolio liquidates; less (ii) the estimated
servicing  cost  to  be  incurred by SRPC  over  the  liquidation
period,  estimated return to be paid to the holders of  the  Term
Certificates  and  Revolving Certificates  over  the  liquidation
period and estimated future bad debt expense associated with  the
underlying accounts receivable portfolio.
     
      Restricted Cash: The Company records its undivided interest
in the cash balances of the Trust as restricted cash.

     Trust  Organization  Costs:  Trust  organization  costs  are
amortized on a straight-line basis over the expected life of  the
underlying  certificates to their legal maturities  of  three  to
nine  years.   Trust  organization costs are net  of  accumulated
amortization of $4.6 million and $3.7 million at January 30, 1999
and January 31, 1998, respectively.

     Statement of Cash Flows: The Company considers highly liquid
investments with initial maturities of less than three months  to
be cash equivalents in its statement of cash flows.

     Financial  Instruments and Derivatives: The Company  records
all  financial instruments, other than the Retained Certificates,
at   cost.   The  fair  values  of  these  financial  instruments
approximate cost. The Company has entered into two interest  rate
cap agreements in order to hedge its interest rate risk. The cost
of entering into the agreements was not material and there are no
future  costs  related  to the exercise of these  agreements.  If
future   interest   rates  increase  above   specified   amounts,
reimbursements  to the Company under the agreements  will  reduce
interest expense.

     Income  Taxes: Although SRPC is included in the consolidated
federal  tax  return of Stage Stores, the provisions for  federal
income  taxes has been computed as if SRPC had filed  a  separate
federal  income tax return. The asset and liability  approach  is
used  to  recognize deferred tax liabilities and assets  for  the
expected future tax consequences of temporary differences between
the carrying amounts and the tax basis of assets and liabilities.

     Start-up  Costs:   In  April 1998, the Accounting  Standards
Executive   Committee   issued  Statement   of   Position   98-5,
"Reporting  on  the Costs of Start-Up Activities"  ("SOP  98-5"),
effective  for  fiscal years beginning after December  15,  1998.
SOP 98-5 provides guidance on the financial reporting of start-up
costs  and  organization costs.  It requires  costs  of  start-up
activities  and  organization costs to be expensed  as  incurred.
Initial  adoption of SOP 98-5 is to be reported as the cumulative
effect  of  a  change in accounting principle.  The Company  will
adopt SOP 98-5 in the first quarter of 1999.

     Reclassification:  The  accompanying  financial   statements
include  reclassifications from financial  statements  issued  in
previous years.


NOTE 3 - RECEIVABLES TRANSFER AND PURCHASE AGREEMENTS:

     The   Company  has  entered  into  a  Receivables   Purchase
Agreement  (the  "Purchase Agreement")  with  SRI.  The  Purchase
Agreement  requires SRPC to purchase eligible accounts receivable
at  a price which may be greater or less than the face amount  of
such receivables.

     The  purchase price is based on: (i) the expected  yield  on
the  receivables,  reduced by certain costs  to  SRPC;  (ii)  the
expected  losses  on  the receivables, net  of  certain  expected
benefits to SRPC from SRI; and (iii) a reasonable rate of  return
on  SRPC's  capital.  SRPC  paid $39.7  million  in  premiums  on
accounts  receivable purchased during 1998, $27.2 million  during
1997 and $19.8 million during 1996 to compensate SRI for the cost
of  servicing the accounts receivable not offset by the  fee  SRI
charged  the  Trust described in Note 4.  The Purchase  Agreement
terminates  upon  the  occurrence  of  certain  events  specified
therein.

     The   Purchase  Agreement  and  the  Pooling  and  Servicing
Agreement  (see  Note  4) allow SRPC to sell  defaulted  accounts
receivable to SRI, subject to certain limitations.  The  Purchase
Agreement  does  not  allow  for  the  repurchase  of  any  other
defaulted  receivables  by  SRI.   Sales  of  defaulted  accounts
receivable are limited to 95% of the immediately preceding fiscal
year's  default  ratio,  as defined in  the  various  agreements,
applied  to  eligible  accounts receivable transferred  from  SRI
during any fiscal period.
     
     In  1998,  Stage Stores formed Granite National  Bank,  N.A.
(the  "Bank")  as  a  limited purpose national  bank  that  would
originate  credit card receivables.  Commencing in August,  1998,
the  Bank  began  to  originate receivables  and  SRI  ceased  to
originate  receivables.   SRI  and  the  Bank  entered   into   a
Receivables  Transfer Agreement (the "Transfer Agreement")  under
which SRI purchases all of the receivables originated by the Bank
on  a daily basis.  The Transfer Agreement contains no provisions
for recourse against the Bank.


NOTE 4 - POOLING AND SERVICING AGREEMENT:

      The  Company  has  entered into  a  Pooling  and  Servicing
Agreement  (the  "Agreement"), with the Trust,  SRI  and  Bankers
Trust  (Delaware),  as  the trustee.   Under  the  terms  of  the
Agreement,  as well as various supplements, the Trust has  issued
to  third parties $165.0 million of long-term Class A,  B  and  C
Term Certificates (the "Term Certificates"), as well as Revolving
Class  A and Class B Certificates under the revolving certificate
facility  (the  "Revolving Certificates").  The  Trust  has  also
issued $35.1 million in Class D Term Certificates to the Company,
which do not receive a return. During September 1998, the Company
amended the Revolving Certificates to increase the limit that may
be outstanding from $82.5 million to $165.0 million through March
31,   1999.   The   maximum  outstanding  under   the   Revolving
Certificates will be reduced to $144.4 million from April 1, 1999
to  September  30,  1999  and $82.5 million  thereafter.  Amounts
outstanding  under  the  Revolving  Certificates  are  funded  by
issuance  of  commercial  paper in  the  open  market  through  a
facility agent at various rates and maturities. If the commercial
paper  market  is  unavailable,  amounts  outstanding  under  the
Revolving  Certificates will be funded by a  liquidity  provider.
If accounts receivable balances in the Trust fall below the level
required   to   support  the  Term  Certificates  and   Revolving
Certificates,  certain principal collections may be  retained  in
the  Trust until such time as the receivable balances exceed  the
certificates   then   outstanding  and  the   required   Retained
Certificates.    The  Trust  may  issue  additional   series   of
certificates from time to time.  Terms of any future series  will
be determined at the time of issuance.

     The  Company  owns  an undivided interest  in  the  accounts
receivable  in the Trust not represented by the Term Certificates
or Revolving Certificates and SRI continues to service all of the
accounts receivable in the Trust. The outstanding balances of the
Term Certificates totaled $165.0 million at January 30, 1999  and
January  31,  1998.  There was $115.6 million and  $77.0  million
outstanding under the Revolving Certificate at January  30,  1999
and January 31, 1998.

     The repayment of the Class B Term Certificates is contingent
upon  full  repayment  of  the Class A  Term  Certificates.   The
repayment  of  the Class C Term Certificates is  contingent  upon
full  repayment of the Class B Term Certificates.  The  repayment
of  the  Class  D  Term  Certificates  is  contingent  upon  full
repayment of the Class C Term Certificates.

      The  repayment  of  the Class B Revolving  Certificates  is
contingent   upon  full  repayment  of  the  Class  A   Revolving
Certificates.    The   repayment  of  the   Class   C   Revolving
Certificates  is contingent upon full repayment of  the  Class  B
Revolving Certificates.

      Total  accounts receivable transferred to the Trust  during
1998,  1997  and  1996 were $585.3 million,  $508.9  million  and
$441.4 million, respectively.  The cash flows generated from  the
accounts  receivable  in  the Trust are  dedicated  to:  (i)  the
purchase  of  new accounts receivable generated by  the  Company;
(ii)  payment  of  a return on the certificates;  and  (iii)  the
payment of a servicing fee to SRI.  Any remaining cash flows  are
remitted  to SRPC.  The term certificates entitle the holders  to
receive  a  return, based upon the London Interbank Offered  Rate
("LIBOR"), plus a specified margin.  Principal payments  commence
on  December  31, 1999 but can be accelerated upon occurrence  of
certain  events.   The  Company  is currently  protected  against
increases  above 12% with respect to the Term Certificates  under
an agreement entered into with a bank.  The Company is exposed to
a loss in the event of non-performance by the bank, however, such
an event is not anticipated.  The Revolving Certificates entitles
the  holder  to  receive a return based upon a  commercial  paper
rate,  or  a base rate plus a specified margin depending  on  the
type of funding outstanding for the Revolving Certificates.   The
purchase  commitment  for the Revolving  Certificates  which  was
entered  in  December 1997 is three years, subject to renewal  at
the  option  of  the parties.  At January 30, 1999,  the  average
rates  of return on the Class A, B, and C Term Certificates  were
6.0%,  6.6%  and  8.0%, respectively. At January  30,  1999,  the
average   rate  of  return  on  the  Class  A  and  B   Revolving
Certificates was 4.9%.

      SRI acts as agent to service the accounts receivable but 
this appointment may be revoked under certain circumstances.  
Under the Agreement, SRI receives a servicing fee equal to 2% of 
all Term and Revolving Certificates outstanding.  SRI received 
$5.9 million, $4.6 million and $4.1 million during 1998, 1997 
and 1996, respectively, as compensation for servicing the accounts
receivable under the Agreement.
     


NOTE 5 - LONG-TERM DEBT:

      During  1996, the Company issued $30.0 million in aggregate
principal  amount  of 12.5% Trust Certificate-Backed  Notes  (the
"SRPC  Notes"). The SRPC Notes are collateralized by the Retained
Certificates.  Interest  and principal  payments  are  made  from
amounts otherwise received by SRPC from funds associated with the
Retained Certificates. Interest is payable semi-annually on  June
15  and  December 15 of each year commencing December  15,  1996.
Principal matures December 2000.


NOTE 6  - INCOME TAXES:

      All  Company  operations are domestic. Income  tax  expense
charged  to continuing operations consisted of the following  (in
thousands):

                                                    Fiscal Year
                                              1998      1997     1996
                                                          
     Federal income tax expense (benefit):
      Current                                 $794     $1,596   $1,582
      Deferred                                 863       (202)     339
                                             1,657      1,394    1,921
     State income tax expense (benefit):
      Current                                   71        113       61
      Deferred                                  98        (24)      41
                                               169         89      102
                                                          
                                            $1,826     $1,483   $2,023


      A  reconciliation  between the federal income  tax  expense
charged to continuing operations computed at statutory tax  rates
and   the   actual  income  tax  expense  recorded  follows   (in
thousands):

                                                             Fiscal Year
                                                      1998      1997      1996
                                                          
 Federal income tax expense at the statutory rate    $1,716    $1,410    $1,957
 State income taxes, net                                110        73        66
                                                     $1,826    $1,483    $2,023


     Deferred  tax liabilities (assets) consist of the  following
(in thousands):

                                           January 30, 1999   January 31, 1998
                                                    
 Gross deferred tax liabilities:                
   Unrealized gain associated with                
     the Retained Certificates                $  2,310             $1,309
                                                    
 Gross deferred tax assets:                     
   Other                                          (131)               (92)
                                                    
 Deferred tax assets valuation allowance           --                 --
                                              $  2,179           $  1,217

     In connection with the write-off of trust organization costs
during 1997, the Company recorded an extraordinary charge of $1.0
million, before applicable income taxes of $0.4 million.


NOTE 7 - COMMITMENTS AND CONTINGENCIES:

     Litigation: Although no litigation is currently pending, the
Company is subject to claims and litigation arising in the normal
course of its business.

     Concentration  of  Credit Risk: Financial instruments  which
potentially subject the Company to concentrations of credit  risk
are  primarily  cash  and accounts receivable.  The  credit  risk
associated  with the Company's accounts receivable is limited  by
the   large   number  of  customers  in  SRI's   customer   base.
Substantially all of SRI's customers reside in the central United
States.


NOTE 8 - RELATED PARTY TRANSACTIONS:

      In connection with the transactions discussed in Note 3 and
Note 4, the Company will record a payable to or a receivable from
SRI.   Intercompany  interest was charged on receivable  balances
from SRI at LIBOR plus 1.0% (5.9% at January 30, 1999).

      The following documents are the exhibits to the Form 10-K. 
For convenient reference, each exhibit is listed according to the 
Exhibit Table of Regulation S-K.
     

 Exhibit                              
 Number                          Exhibit
   
  *3.1  Certificate   of   Incorporation  of   SRI   Receivables
          Purchase  Co.,  Inc.  (Incorporated  by  Reference  to
          Exhibit 3.1 of Registration No. 333-10843 on Form  S-4
          of SRI Receivables Purchase Co., Inc.).
        
  *3.2  By-Laws   of   SRI   Receivables  Purchase   Co.,   Inc.
          (Incorporated   by  Reference  to   Exhibit   3.2   of
          Registration  No.  333-10843  on  Form  S-4   of   SRI
          Receivables Purchase Co., Inc.).
        
  *4.1  Indenture  among  SRI  Receivables Purchase  Co.,  Inc.,
          Specialty  Retailers,  Inc., as Administrative  Agent,
          and  Bankers Trust Company, as Trustee and  Collateral
          Agent,  relating to the 12.5% Trust Certificate-Backed
          Notes   of   SRI   Receivables  Purchase   Co.,   Inc.
          (including  form of Note). (Incorporated by  Reference
          to  Exhibit  4.1  on  Form 10-Q of Apparel  Retailers,
          Inc., dated May 4, 1996).
        
  *4.2  Amended and Restated Pooling and Servicing Agreement  by
          and   among   SRI  Receivables  Purchase  Co.,   Inc.,
          Specialty   Retailers,   Inc.,   and   Bankers   Trust
          (Delaware)  dated  August 11,  1995  (Incorporated  by
          Reference  to  Exhibit  4.6 on Form  10-Q  of  Apparel
          Retailers, Inc., dated October 28, 1995).
        
  *4.3  First  Amendment  to  Amended and Restated  Pooling  and
          Servicing  Agreement  by  and  among  SRI  Receivables
          Purchase  Co.,  Inc., Specialty Retailers,  Inc.,  and
          Bankers   Trust   (Delaware)  dated   May   30,   1996
          (Incorporated by Reference to Exhibit 4.2 on Form  10-
          Q of Apparel Retailers, Inc., dated May 4, 1996).
        
 **4.4  Second   Amendment  to  the  Amended  and  Restated
          Pooling  and  Servicing  Agreement  by  and  among   SRI
          Receivables  Purchase  Co., Inc.,  Specialty  Retailers,
          Inc.,  and  Bankers  Trust (Delaware)  dated  August  1,
          1998.
        
  *4.5  Amended  and Restated Series 1997-1 Supplement dated  as
          of  October  16, 1998 to Amended and Restated  Pooling
          and  Servicing Agreement dated as of August  11,  1995
          and  Amended on May 30, 1996 and August 1, 1998 by and
          among  SRI  Receivables Purchase Co., Inc.,  Specialty
          Retailers,  Inc.,  and  Bankers  Trust  (Delaware)  on
          behalf   of   the  Series  1997-1  Certificateholders.
          (Incorporated by reference to Exhibit 4.2 on Form  10-
          Q  Stage  Stores,  Inc. (commission file  number  001-
          14035)  for  the quarter ended October 31, 1998  filed
          on December 15, 1998).
        
  *4.6  Class   A  Certificate  Purchase  Agreement  amount  SRI
          Receivables  Purchase Co., Inc., Specialty  Retailers,
          Inc.,  the Class A Purchasers party thereto and Credit
          Suisse  First  Boston dated as of  December  3,  1997.
          (Incorporated by Reference to Exhibit 4.8 on Form  10-
          K  of  Stage  Stores, Inc., for the fiscal year  ended
          January 31, 1998).
        
  *4.7  Class   B  Certificate  Purchase  Agreement  amount  SRI
          Receivables  Purchase Co., Inc., Specialty  Retailers,
          Inc.,  the Class B Purchasers party thereto and Credit
          Suisse  First  Boston dated as of  December  3,  1997.
          (Incorporated by Reference to Exhibit 4.9 on Form  10-
          K  of  Stage  Stores, Inc., for the fiscal year  ended
          January 31, 1998).
        
  *4.8  Class  B-2  Certificate Purchase Agreement dated  as  of
          October   16,   1998  by  and  among  SRI  Receivables
          Purchase  Co.,  Inc., Specialty Retailers,  Inc.,  the
          Class  B-2  Purchasers  parties  thereto,  and  Credit
          Suisse  First  Boston.  (Incorporated by reference  to
          Exhibit  4.3  on  Form  10-Q  of  Stage  Stores,  Inc.
          (commission  file number 001-14035)  for  the  quarter
          ended October 31, 1998 filed on December 15, 1998).
        
  *4.9  Amendment   No.  1  to  Class  A  Certificate   Purchase
          Agreement  dated as of October 16, 1998 by  and  among
          SRI   Receivables   Purchase  Co.,   Inc.,   Specialty
          Retailers,  Inc.,  the  Class  A  Purchasers   parties
          thereto  and Credit Suisse First Boston. (Incorporated
          by  reference  to  Exhibit  4.4  on  Form  10-Q  Stage
          Stores,  Inc.  (commission file number 001-14035)  for
          the  quarter ended October 31, 1998 filed on  December
          15, 1998).
        
  *4.10 Amendment   No.  1  to  Class  B  Certificate   Purchase
          Agreement   dated  as  of  October  16,  1998   by   and
          among  SRI  Receivables Purchase  Co.,  Inc.,  Specialty
          Retailers,     Inc.,    the    Class    B     Purchasers
          parties   thereto  and  Credit  Suisse   First   Boston.
          (Incorporated   by   reference   to   Exhibit   4.5   on
          Form  10-Q  Stage Stores, Inc. (commission  file  number
          001-14035) for the quarter ended October 31, 1998 filed 
          on December 15, 1998).
        
  *4.11 Amended and Restated Series 1993-1 Supplement among  SRI
          Receivables  Purchase Co., Inc., Specialty  Retailers,
          Inc.  and Bankers Trust (Delaware) dated May 30,  1996
          (Incorporated by Reference to Exhibit 4.3 on Form  10-
          Q of Apparel Retailers, Inc., dated May 4, 1996).
        
  *4.12 Amended  and  Restated Series 1995-1 Supplement  by  and
          among  SRI  Receivables Purchase Co., Inc.,  Specialty
          Retailers,  Inc.  and  Bankers  Trust  (Delaware)   on
          behalf  of the Series 1995-1 Certificateholders  dated
          May  30,  1996 (Incorporated by Reference  to  Exhibit
          4.6  on  Form  10-Q of Apparel Retailers, Inc.,  dated
          May 4, 1996).
        
  *4.13 Amended  and  Restated  Receivables  Purchase  Agreement
          among  SRI  Receivables Purchase  Co.,  Inc.  and  the
          Originators dated as of May 30, 1996 (Incorporated  by
          Reference  to  Exhibit  4.7 on Form  10-Q  of  Apparel
          Retailers, Inc., dated May 4, 1996).
        
 **4.14 First  Amendment to the Amended and Restated Receivables
          Purchase   Agreement  by  and  among  SRI  Receivables
          Purchase  Co., Inc. and the Originators  dated  as  of
          August 1, 1998.
        
 **4.15 Receivables    Transfer   Agreement   among    Specialty
          Retailers, Inc. and Granite National Bank, N.A.  dated
          August 1, 1998.
        
  *4.16 Certificate  Purchase Agreements between SRI Receivables
          Purchase  Co., Inc. and the Purchasers of  the  Series
          1993-1    Offered   Certificates   (Incorporated    by
          Reference  to  Exhibit  4.10 of Registration  No.  33-
          68258 on Form S-4 of Specialty Retailers, Inc.).
        
  *4.17 Certificate  Purchase  Agreement among  SRI  Receivables
          Purchase Co., Inc., Specialty Retailers, Inc. and  the
          Certificate  Purchaser dated as  of  August  11,  1995
          (Incorporated by Reference to Exhibit 4.9 on Form  10-
          Q  of  Apparel  Retailers,  Inc.,  dated  October  28,
          1995).
        
 *10.1  Registration Rights Agreement dated as of May  30,  1996
          by  and  among SRI Receivables Purchase Co., Inc.  and
          BT  Securities Corporation relating to the sale of SRI
          Receivables    Purchase   Co.,   Inc.   12.5%    Trust
          Certificate-Backed  Notes (Incorporated  by  Reference
          to  Exhibit 10.1 of Registration No. 333-10843 on Form
          S-4 of SRI Receivables Purchase Co., Inc.).
        
 *10.2  Employment  Agreement  between Stage  Stores,  Inc.  and
          Carl E. Tooker dated April 1, 1998.  (Incorporated  by
          Reference  to  Exhibit  10.3 on  Form  10-K  of  Stage
          Stores,  Inc., for the fiscal year ended  January  31,
          1998).
        
 *10.3  Stock  Option  Agreement  between  Specialty  Retailers,
          Inc.   and   Carl  E.  Tooker  dated  June   9,   1993
          (Incorporated  by  Reference  to  Exhibit   10.18   of
          Registration  No.  33-68258 on Form S-4  of  Specialty
          Retailers, Inc.).
        
 *10.4  Employment  Agreement  between James  Marcum  and  Stage
          Stores,  Inc.  dated April 1, 1998.  (Incorporated  by
          Reference  to  Exhibit  10.6 on  Form  10-K  of  Stage
          Stores,  Inc., for the fiscal year ended  January  31,
          1998).
        
**27.1  Financial Data Schedule.
    
__________

*    Previously Filed
**   Filed Herewith