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

November 1, 2008

(Date of Report, date of earliest event reported)

Stage Stores, Inc.

(Exact name of registrant as specified in its charter)

1-14035

(Commission File Number)

NEVADA (State or other jurisdiction of incorporation)	91-1826900 (I.R.S. Employer Identification No.)
10201 Main Street, Houston, Texas (Address of principal executive offices)	77025 (Zip Code)

(800) 579-2302

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-12 under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.06. Material Impairments

In connection with the preparation of financial statements to be included in the Quarterly Report on Form 10-Q for the third quarter ended November 1, 2008, the management of Stage Stores, Inc. (the “Company”) determined that a triggering event had occurred, as defined in Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, that required the Company to assess the carrying value of its goodwill as of an interim date.

Based on the Company’s analyses, management concluded on November 1, 2008 that the carrying value of the recorded goodwill assigned to the Peebles reporting unit exceeded the estimated fair value of that reporting unit to the extent that the value of the goodwill was completely impaired. As a result, the Company recorded a non-cash charge of $95.4 million to write-off the carrying value of the goodwill.

The facts and circumstances  leading to the conclusion that a charge for impairment is required will be provided in the Company’s Quarterly Report on Form 10-Q for the third quarter ended November 1, 2008, which  will be filed on a timely basis on or before December 11, 2008.  The facts and circumstances relate to(i)a significant decline in the quoted market price of the Company’s common stock and thus, the Company’s overall market capitalization, and (ii)the current economic environment and its impact on the Peebles reporting unit’s sales and earnings performance.

On November 6, 2008, the Company issued a News Release which, among other matters, reported management’s conclusion with respect to the charge for impairment to goodwill.  A copy of the News Release is attached to this Current Report on Form 8-K as Exhibit 99.

Item 8.01. Other Events

On November 6, 2008, Stage Stores, Inc. (the "Company") issued a News Release reporting its October 2008 sales results, reporting management’s conclusion that a charge of $95.4 million for impairment to goodwill related to the Company’s Peebles reporting unit is required, and commenting on third quarter sales and earnings outlooks.  A copy of the News Release is attached to this Form 8-K as Exhibit 99.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99 News Release issued by Stage Stores, Inc. on November 6, 2008 reporting its October 2008 sales results, reporting management’s conclusion that a charge of $95.4 million for impairment to goodwill related to its Peebles reporting unit is required, and commenting on third quarter sales and earnings outlooks.

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, hereunto duly authorized.

	STAGE STORES, INC.
November 6, 2008	/s/ Edward J. Record
(Date)	Edward J. Record
	Executive Vice President and
	Chief Financial Officer

EX-99

Exhibit 99

NEWS RELEASE

CONTACT:

Bob Aronson

Vice President, Investor Relations

800-579-2302

(baronson@stagestores.com)

FOR IMMEDIATE RELEASE

Stage Stores Reports October Sales; Provides Updated Third Quarter EPS Outlook

HOUSTON, TX, November 6, 2008 - Stage Stores, Inc. (NYSE: SSI) today reported that its total sales for the four week October period ended November 1, 2008 decreased 5.1% to $98.5 million from $103.8 million in the prior year four week period ended November 3, 2007.  Comparable store sales decreased 8.4% versus a decrease of 2.9% last year.

Major merchandise categories that achieved comparable store sales increases during October included cosmetics and dresses, while accessories, footwear, intimates and misses sportswear all performed better than the Company average.  With regard to comparable store sales by region of the country, on a relative basis, the Mid-Atlantic was the Company’s best performing region and the Midwest was its weakest region.

For the third quarter, the Company reported that its total sales decreased 6.0% to $333.8 million from $355.1 million in the third quarter last year.  Comparable store sales for the quarter decreased 10.3%, or 7.6% excluding the estimated impact of Hurricanes Gustav and Ike, versus a decrease of 1.0% for the prior year period.

SALES SUMMARY

	Comparable Store Sales Trend		Total Sales
	% Increase (Decrease)		($ in Millions)
Fiscal Period	2008	2007	2008		2007
1st Quarter	(5.4)%	0.1%	$	353.5	$	358.2
2nd Quarter	(1.4)	0.5		372.7		359.2
August	(8.3)	(2.6)		119.8		123.5
September	(13.6)	2.3		115.5		127.8
October	(8.4)	(2.9)		98.5		103.8
3rd Quarter	(10.3)	(1.0)		333.8		355.1
Year-To-Date (9 Mos)	(5.6)	(0.1)		1,060.0		1,072.5

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Stage Stores Reports

October Sales

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Andy Hall, President and Chief Executive Officer, commented, “Our October comparable store sales results were consistent with our August and September hurricane adjusted performance.  We believe that this trend will continue into the fourth quarter, and are currently projecting that our fourth quarter comparable store sales will be down in the mid to high single digit range as consumers continue to reign in their discretionary spending.  We continue to proactively manage our expenses and inventory levels as we navigate through this economic downturn.  As a result of our efforts, we ended the month with inventory levels down approximately 13.0% on a comparable store basis.”

Mr. Hall continued, “Although we are still in the process of finalizing our financial results for the third quarter, we currently expect to report a loss from operations for the period of $0.19 to $0.20 per diluted share.  In addition, and as we had previously announced, due to the decline in the market capitalization for Stage Stores and our peers, we determined that an interim impairment test of the carrying value of the goodwill related to our acquisitions of Peebles and BC Moore was necessary.  We have historically employed various methodologies to determine the fair value of our reporting unit. These tests rely on market valuation multiples, comparable transaction multiples and the expected cash flows of the reporting unit.  Given the recent reduction in market valuation multiples, and the current challenging economic environment and its impact on the reporting unit’s sales and earnings performance, we have concluded that a write-off of the entire goodwill balance is warranted at this time.  As such, we will be taking a $95.4 million one-time, non-cash goodwill impairment charge in the third quarter, which equates to a charge of $2.47 per diluted share.

“It is very important to keep in mind that this is a non-cash charge which will not affect our revolving credit facility covenants or cash flows.  In fact, our liquidity remains strong, and we project that our cash flow from operations for this year will exceed last year’s amount of $124 million,” Mr. Hall concluded.

The Company plans to report its third quarter results before the market opens on Thursday, November 20, 2008, and will hold a conference call and webcast the same day beginning at 8:30 am Eastern Time.

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Stage Stores Reports

October Sales

Page - - 3

Store Activity

During October, the Company opened 7 new stores, which increased the total number of stores opened during the third quarter to 17.  New Peebles stores were opened in Menomonie, WI, Franklin, KY, Gorham, NH and Louisa, KY, new Bealls stores were opened in Hidalgo, TX and Sterling, CO, and a new Stage store was opened in Heber Springs, AR.

The Company plans to complete its fiscal 2008 new store opening program in November with the opening of 11 stores.  These openings will bring the number of new stores opened during the fiscal year to 56.  In fiscal 2009, under the current economic conditions, the Company anticipates moderating the pace of its new store openings.  Current plans are to open between 30 and 40 new stores.

About Stage Stores

Stage Stores, Inc. brings nationally recognized brand name apparel, accessories, cosmetics and footwear for the entire family to small and mid-size towns and communities through 731 stores located in 38 states.  The Company operates under the Bealls, Palais Royal and Stage names throughout the South Central, Southwestern and Northwestern states, and under the Peebles name throughout the Midwestern, Southeastern, Mid-Atlantic and New England states.  For more information about Stage Stores, visit the Company’s web site at www.stagestores.com.

Caution Concerning Forward-Looking Statements

This document contains “forward-looking statements”. Forward-looking statements reflect our expectations regarding future events and operating performance and often contain words such as "believe", "expect", "may", "will", "should", "could", "anticipate", "plan" or similar words.  In this document, forward-looking statements include comments regarding the Company’s third quarter diluted earnings per share, fourth quarter comparable store sales and fiscal 2008 cash flow from operations outlooks, as well as comments regarding the number of new stores that the Company plans to open in November and during the 2009 fiscal year.  Forward-looking statements are subject to a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the forward-looking statements.  These risks and uncertainties include, but are not limited to, those described in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") on April 1, 2008 and other factors as may periodically be described in our other filings with the SEC.  Forward-looking statements speak only as of the date of this document.  We do not undertake to update our forward-looking statements.

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