10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2010

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 Number 1-14035

Stage Stores, Inc.

(Exact name of registrant as specified in its charter)

NEVADA (State or other jurisdiction of incorporation or organization)	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)

     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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No  o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of September 2, 2010, there were 37,687,876 shares of the registrant's common stock outstanding.

TABLE OF CONTENTS
PART I  FINANCIAL INFORMATION
			Page No.
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets
		July 31, 2010 and January 30, 2010	3
	Condensed Consolidated Statements of Operations
		Thirteen and Twenty-Six Weeks Ended July 31, 2010 and August 1, 2009	4
	Condensed Consolidated Statements of Cash Flows
		Twenty-Six Weeks Ended July 31, 2010 and August 1, 2009	5
	Condensed Consolidated Statement of Stockholders’ Equity
		Twenty-Six Weeks Ended July 31, 2010	6
	Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		21
Item 4.	Controls and Procedures		22
PART II  OTHER INFORMATION
Item 1.	Legal Proceedings		22
Item 1A.	Risk Factors		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3.	Defaults Upon Senior Securities		23
Item 4.	(Removed and Reserved)		23
Item 5.	Other Information		23
Item 6.	Exhibits		23
SIGNATURES			25

2

References to a particular year are to Stage Stores Inc.’s fiscal year, which is the 52- or 53-week period ending on the Saturday closest to January 31st of the following calendar year.  For example, a reference to “2009” is a reference to the fiscal year ended January 30, 2010 and a reference to "2010" is a reference to the fiscal year ending January 29, 2011.  2009 and 2010 are 52-week years.

PART I - FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS

Stage Stores, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(Unaudited)
	July 31, 2010			January 30, 2010
ASSETS
Cash and cash equivalents	$	83,026		$	93,714
Merchandise inventories, net		338,899			306,360
Prepaid expenses and other current assets		30,471			27,095
Total current assets		452,396			427,169
Property, equipment and leasehold improvements, net		327,870			342,001
Intangible asset		14,910			14,910
Other non-current assets, net		16,990			16,351
Total assets	$	812,166		$	800,431
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	115,012		$	100,602
Current portion of debt obligations		13,122			12,726
Accrued expenses and other current liabilities		63,895			69,688
Total current liabilities		192,029			183,016
Long-term debt obligations		31,491			38,492
Other long-term liabilities		101,609			102,877
Total liabilities		325,129			324,385
Commitments and contingencies
Common stock, par value $0.01, 100,000 shares authorized,
56,820 and 56,080 shares issued, respectively		568			561
Additional paid-in capital		510,918			501,800
Less treasury stock - at cost, 18,554 and 18,071 shares, respectively		(295,035	)		(288,079	)
Accumulated other comprehensive loss		(5,765	)		(5,897	)
Retained earnings		276,351			267,661
Total stockholders' equity		487,037			476,046
Total liabilities and stockholders' equity	$	812,166		$	800,431

  The accompanying notes are an integral part of these financial statements.

3

Stage Stores, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except earnings per share)
(Unaudited)
	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 31, 2010		August 1, 2009		July 31, 2010		August 1, 2009
Net sales	$	345,019	$	341,737	$	685,061	$	675,303
Cost of sales and related buying, occupancy
and distribution expenses		240,869		241,540		491,016		490,623
Gross profit		104,150		100,197		194,045		184,680
Selling, general and administrative expenses		86,355		83,854		170,204		167,460
Store opening costs		379		465		1,835		1,651
Interest expense, net of income of $21 and $15
for the thirteen weeks and $50 and $76
for the twenty-six weeks, respectively		997		1,141		2,042		2,299
Income before income tax		16,419		14,737		19,964		13,270
Income tax expense		6,092		5,644		7,439		5,082
Net income	$	10,327	$	9,093	$	12,525	$	8,188
Basic and diluted earnings per share data:
Basic earnings per share	$	0.27	$	0.24	$	0.33	$	0.22
Basic weighted average shares outstanding		38,359		38,070		38,316		38,000
Diluted earnings per share	$	0.27	$	0.24	$	0.32	$	0.21
Diluted weighted average shares outstanding		38,587		38,467		38,680		38,350

The accompanying notes are an integral part of these financial statements.

4

Stage Stores, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
	Twenty-Six Weeks Ended
	July 31, 2010			August 1, 2009
Cash flows from operating activities:
Net income	$	12,525		$	8,188
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment of long-lived assets		31,447			30,529
Deferred income taxes		(216	)		305
Tax benefits (deficiency) from stock-based compensation		1,103			(373	)
Stock-based compensation expense		2,958			3,294
Amortization of debt issuance costs		149			145
Excess tax benefits from stock-based compensation		(1,913	)		(124	)
Deferred compensation obligation		65			71
Amortization of employee benefit related costs		213			260
Construction allowances from landlords		3,924			2,005
Changes in operating assets and liabilities:
(Increase) decrease in merchandise inventories		(32,539	)		4,479
(Increase) decrease in other assets		(3,697	)		1,703
Increase in accounts payable and other liabilities		2,970			15,545
Total adjustments		4,464			57,839
Net cash provided by operating activities		16,989			66,027
Cash flows from investing activities:
Additions to property, equipment and leasehold improvements		(17,193	)		(24,304	)
Proceeds from insurance related to property, equipment        and leasehold improvements		-			578
Net cash used in investing activities		(17,193	)		(23,726	)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings		-			133,225
Payments of revolving credit facility borrowings		-			(133,225	)
Proceeds from long-term debt obligations		-			1,585
Payments of long-term debt obligations		(6,605	)		(5,946	)
Repurchases of common stock		(6,956	)		(240	)
Proceeds from exercise of equity grants		4,999			879
Excess tax benefits from stock-based compensation		1,913			124
Cash dividends paid		(3,835	)		(3,801	)
Net cash used in financing activities		(10,484	)		(7,399	)
Net (decrease) increase in cash and cash equivalents		(10,688	)		34,902
Cash and cash equivalents:
Beginning of period		93,714			26,278
End of period	$	83,026		$	61,180
Supplemental disclosures:
Interest paid	$	1,997		$	2,313
Income taxes paid	$	1,938		$	10
Unpaid liabilities for capital expenditures	$	4,265		$	6,423

The accompanying notes are an integral part of these financial statements. 

5

Stage Stores, Inc.
Condensed Consolidated Statement of Stockholders' Equity
For the Twenty-Six Weeks Ended July 31, 2010
(in thousands, except per share amount)
(Unaudited)
													Accumulated
	Common				Additional		Treasury						Other
	Stock				Paid-in		Stock						Comprehensive			Retained
	Shares		Amount		Capital		Shares			Amount			Loss			Earnings			Total
Balance, January 30, 2010		56,080	$	561	$	501,800		(18,071	)	$	(288,079	)	$	(5,897	)	$	267,661		$	476,046
Net income		-		-		-		-			-			-			12,525			12,525
Amortization of employee benefit
related costs, net of tax of $0.08 million		-		-		-		-			-			132			-			132
Comprehensive income																				12,657
Dividends on common stock,
$0.10 per share		-		-		-		-			-			-			(3,835	)		(3,835	)
Deferred compensation		-		-		65		-			(65	)		-			-			-
Repurchases of common stock		-		-		-		(483	)		(6,800	)		-			-			(6,800	)
Stock options and SARs exercised		665		7		4,887		-			-			-			-			4,894
Issuance of stock awards, net		75		-		105		-			(91	)		-			-			14
Stock-based compensation expense		-		-		2,958		-			-			-			-			2,958
Tax benefit from stock-based
compensation		-		-		1,103		-			-			-			-			1,103
Balance, July 31, 2010		56,820	$	568	$	510,918		(18,554	)	$	(295,035	)	$	(5,765	)	$	276,351		$	487,037

  The accompanying notes are an integral part of these financial statements.

6

Stage Stores, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.           Basis of Presentation

The accompanying Condensed Consolidated Financial Statements (Unaudited) of Stage Stores, Inc. and subsidiary (“Stage Stores” or the "Company") have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) for complete financial statements.  Those adjustments that are, in the opinion of management, necessary for a fair presentation of the results of the interim periods have been made.  The results of operations for such interim periods are not necessarily indicative of the results of operations for a full year.  The Condensed Consolidated Financial St atements (Unaudited) should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto filed with Stage Stores’ Annual Report on Form 10-K for the year ended January 30, 2010.  References to a particular year are to Stage Stores’ fiscal year, which is the 52- or 53-week period ending on the Saturday closest to January 31st of the following calendar year.  For example, a reference to “2009” is a reference to the fiscal year ended January 30, 2010 and a reference to "2010" is a reference to the fiscal year ending January 29, 2011.  References to “current year” pertain to the twenty-six weeks ended July 31, 2010, and references to “prior year” pertain to the twenty-six weeks ended August 1, 2009.

Stage Stores is a Houston, Texas-based regional, specialty department store retailer offering moderately priced, nationally recognized brand name and private label apparel, accessories, cosmetics and footwear for the entire family.  As of July 31, 2010, the Company operated 777 stores located in 39 states.  The Company operates its stores under the five names of Bealls, Goody’s, Palais Royal, Peebles and Stage.

Correction of Statements of Cash Flows.  The Company has corrected the presentation of proceeds from (payments of) the Revolving Credit Facility in 2009.  Related amounts had previously been presented on a net basis, rather than on a gross basis in accordance with Accounting Standards Codification (“ASC”) No. 230, Statement of Cash Flows.  The correction had no effect on net cash used in financing activities.

Recent Accounting Standards.In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements, which requires entities to make new disclosures about recurring and nonrecurring fair value measurements including significant transfers in and out of Level 1 and 2 categories and information on purchase, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 measurements (see Note 7 for definitions). The new disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures, which is effective for fiscal years beginning after December 15, 2010.  The adoption of applicable provisions of ASU 2010-06 did not have a material impact on the Company’s consolidated financial statements.

2.           Stock-Based Compensation

As approved by the Company’s shareholders, the Company established the Amended and Restated 2001 Equity Incentive Plan (the “2001 Equity Incentive Plan”) and the Amended and Restated 2008 Equity Incentive Plan (the “2008 Equity Incentive Plan” and collectively with the 2001 Equity Incentive Plan, the “Equity Incentive Plans”) to reward, retain and attract key personnel.  The Equity Incentive Plans provide for grants of nonqualified or incentive stock options, stock appreciation rights (“SARs”), performance shares or units, stock units and stock grants.  To fund the 2001 Equity Incentive Plan and the 2008 Equity Incentive Plan, 12,375,000 and 2,750,000 shares, respectively, of the Company’s common stock w ere reserved for issuance upon exercise of awards.

7

The following table summarizes stock-based compensation expense by type of grant for the thirteen and twenty-six weeks ended July 31, 2010 and August 1, 2009 (in thousands):

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 31, 2010			August 1, 2009			July 31, 2010			August 1, 2009
Stock options and SARs	$	1,023		$	1,090		$	1,756		$	1,992
Non-vested stock		200			278			642			551
Performance shares		568			486			560			751
Total compensation expense		1,791			1,854			2,958			3,294
Related tax benefit		(681	)		(710	)		(1,124	)		(1,262	)
	$	1,110		$	1,144		$	1,834		$	2,032

As of July 31, 2010, the Company had unrecognized compensation cost of $14.3 million related to stock-based compensation awards granted.  That cost is expected to be recognized over a weighted average period of 2.4 years.

The following table provides the significant weighted average assumptions used in determining the estimated fair value, at the date of grant under the Black-Scholes option-pricing model, of SARs granted in the twenty-six weeks ended July 31, 2010 and August 1, 2009:

	Twenty-Six Weeks Ended
	July 31, 2010	August 1, 2009
Expected volatility	62.1% - 63.0%	43.8% - 59.4%
Weighted average volatility	62.1%	59.3%
Risk-free rate	1.8% - 2.3%	1.6% - 2.5%
Expected life (in years)	4.3	4.1 - 4.4
Expected dividend yield	1.3% - 2.1%	2.1% - 3.0%

The expected volatility was based on historical volatility for a period equal to the award’s expected life.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.  The expected life (estimated period of time outstanding) was estimated using the historical exercise behavior of employees.  The expected dividend yield is based on the current dividend payout activity and the market price of the Company’s stock.

Stock Options and SARs

The right to exercise stock options and SARs, to be settled by issuance of common stock, generally vests over four years from the date of grant, with 25% vesting at the end of each of the first four years following the date of grant.  Options issued prior to January 29, 2005 will generally expire, if not exercised, within ten years from the date of the grant, while stock options and SARs granted after that date generally expire, if not exercised, within seven years from the date of grant.  The weighted average grant date fair value for SARs granted during the twenty-six weeks ended July 31, 2010 and August 1, 2009 was $6.84 and $4.01, respectively.

8

The following table summarizes information about stock options and SARs outstanding under the Equity Incentive Plans as of July 31, 2010 and changes during the twenty-six weeks ended July 31, 2010:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 30, 2010		4,624,440		$	14.03
Granted		958,000			14.84
Exercised		(665,142	)		7.36
Forfeited		(412,277	)		16.94
Outstanding at July 31, 2010		4,505,021		$	14.92		4.4	$	2,549
Vested or expected to vest at July 31, 2010		4,088,658		$	15.05		4.3	$	2,352
Exercisable at July 31, 2010		2,423,205		$	16.03		3.2	$	1,565

The following table summarizes information about non-vested stock option awards and SARs outstanding as of July 31, 2010 and changes during the twenty-six weeks ended July 31, 2010:

Stock Options/SARs	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested at January 30, 2010		1,902,848		$	4.86
Granted		958,000			6.84
Vested		(626,157	)		5.52
Forfeited		(152,875	)		5.21
Non-vested at July 31, 2010		2,081,816		$	5.54

The aggregate intrinsic value of stock options and SARs, defined as the amount by which the market price of the underlying stock on the date of exercise exceeds the exercise price of the award, exercised during the twenty-six weeks ended July 31, 2010 and August 1, 2009 was $5.1 million and $0.3 million, respectively.

Non-vested Stock

The Company has granted shares of non-vested stock to members of management and independent directors.  The non-vested stock converts one for one to common stock at the end of the vesting period at no cost to the recipient to whom it is awarded.

9

The following table summarizes information about non-vested stock granted by the Company as of July 31, 2010 and changes during the twenty-six weeks ended July 31, 2010:

Non-vested Stock	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at January 30, 2010		208,221		$	13.51
Granted		109,485			12.73
Vested		(52,513	)		18.28
Forfeited		(15,513	)		14.00
Outstanding at July 31, 2010		249,680		$	12.14

The aggregate intrinsic value of non-vested stock that vested during the current year was $0.6 million.  The payment of the employees’ tax liability for a portion of the vested shares was satisfied by withholding shares with a fair value equal to the tax liability.  As a result, the actual number of shares issued was 51,513.

Performance Shares

The Company has granted performance shares to members of senior management, at no cost to the recipient, as a means of rewarding them for the Company’s long-term performance based on shareholder return performance measures.  The actual number of shares that could be issued ranges from zero to a maximum of two times the number of granted shares outstanding as reflected in the table below.  The actual number of shares issued is determined by the Company’s shareholder return performance relative to a specific group of other companies over a three-year performance cycle.  Compensation expense, which is recorded ratably over the vesting period, is based on the fair value at grant date and the anticipated number of shares of the Company’s common stock, which is determined on a Monte Carlo probability model.  Grant recipients do not have any shareholder rights until the granted shares have been issued.

The following table summarizes information about the performance shares that remain outstanding as of July 31, 2010:

								Weighted
								Average
	Target		Target			Target		Grant Date
Period	Shares		Shares			Shares		Fair Value per
Granted	Granted		Forfeited			Outstanding		Share
2008		115,000		(36,000	)		79,000	$	24.53
2009		137,500		(19,000	)		118,500		12.79
2010		138,000		-			138,000		19.75
Total		390,500		(55,000	)		335,500

During the current year, 18,745 shares, with an aggregate intrinsic value of $0.3 million, vested related to the 2007 performance share grant.  The payment of the recipients’ tax liability of approximately $0.1 million was satisfied by withholding shares with a fair value equal to the tax liability.  As a result, the actual number of shares issued was 13,788.

10

3.           Debt Obligations

Debt obligations as of July 31, 2010 and January 30, 2010 consist of the following (in thousands):

	July 31, 2010		January 30, 2010
Equipment financing	$	36,702	$	43,032
Finance lease obligations		7,911		8,186
Total debt obligations		44,613		51,218
Less: Current portion of debt obligations		13,122		12,726
Long-term debt obligations	$	31,491	$	38,492

           The Company has a $250.0 million senior secured revolving credit facility (the "Revolving Credit Facility") that matures on April 20, 2012.  The Revolving Credit Facility includes an uncommitted accordion feature to increase the size of the facility to $350.0 million.  Borrowings under the Revolving Credit Facility are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Revolving Credit Facility agreement.  The daily interest rates under the Revolving Credit Facility are determined by a prime rate, or Eurodollar rate plus an applicable margin, as set forth in the Revolving Credit Facility agreement.  Inventory and cash and cash equivalents are pledged as col lateral under the Revolving Credit Facility.  The Revolving Credit Facility is used by the Company to provide financing for working capital, capital expenditures, interest payments and other general corporate purposes, as well as to support its outstanding letters of credit requirements.  For the twenty-six weeks ended July 31, 2010, there were no borrowings under the Revolving Credit Facility.

The Company also issues letters of credit under its Revolving Credit Facility to support certain merchandise purchases and to collateralize retained risks and deductibles under various insurance programs.  At July 31, 2010, the Company had outstanding letters of credit totaling approximately $17.7 million.  These letters of credit expire within twelve months of issuance.  Excess borrowing availability under the Revolving Credit Facility at July 31, 2010, net of letters of credit outstanding, was $192.1 million.

The Revolving Credit Facility contains covenants which, among other things, restrict, based on required levels of excess availability, (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends and repurchase of common stock under certain circumstances and (iii) related party transactions.  At July 31, 2010, the Company was in compliance with all of the debt covenants of the Revolving Credit Facility and expects to remain in compliance during fiscal 2010.

4.           Earnings per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the measurement period.  Diluted earnings per share is computed using the weighted average number of common shares and all potentially dilutive common share equivalents outstanding during the measurement period.  The following table summarizes the components used to determine total diluted shares (in thousands):

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 31, 2010		August 1, 2009		July 31, 2010		August 1, 2009
Basic weighted average shares outstanding		38,359		38,070		38,316		38,000
Effect of dilutive securities:
Stock options, SARs and non-vested stock grants		228		397		364		350
Diluted weighted average shares outstanding		38,587		38,467		38,680		38,350

11

The following table illustrates the number of stock options and SARs that were outstanding, but not included in the computation of diluted earnings per share because the exercise price of the stock options and SARs was greater than the average market price of the Company’s common shares (in thousands):

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	July 31, 2010		August 1, 2009		July 31, 2010		August 1, 2009
Number of anti-dilutive stock options and SARs outstanding		3,221		2,709		2,933		2,818

5.           Stockholders’ Equity

           On June 14, 2010, the Company announced that its Board of Directors (“the Board”) approved a 50% increase in the Company’s quarterly cash dividend to 7.5 cents per share from the previous quarterly rate of 5 cents per share.  The new quarterly dividend rate of 7.5 cents per share is applicable to dividends declared after June 23, 2010.  In the current year, the Company has paid cash dividends totaling $3.8 million.  On August 26, 2010, the Company’s Board declared a quarterly cash dividend of 7.5 cents per share of common stock, payable on September 22, 2010 to shareholders of record at the close of business on September 7, 2010.

Additionally, on August 19, 2010, the Company announced that the Board authorized the Company to repurchase up to $25.0 million of its outstanding common stock from time to time, either on the open market or through privately negotiated transactions.

6.           Retirement Plan

The Company sponsors a frozen defined benefit plan.  The components of pension cost for each period are as follows (in thousands):

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 31, 2010			August 1, 2009			July 31, 2010			August 1, 2009
Interest cost	$	529		$	581		$	1,058		$	1,161
Expected return on plan assets		(556	)		(501	)		(1,112	)		(1,002	)
Net loss amortization		106			130			213			260
Net periodic pension cost	$	79		$	210		$	159		$	419

The Company’s funding policy is to make contributions to maintain the minimum funding requirements for its pension obligations in accordance with the Employee Retirement Income Security Act.  The Company may elect to contribute additional amounts to maintain a level of funding to minimize the Pension Benefit Guaranty Corporation premium costs or to cover the short-term liquidity needs of the plan in order to maintain current invested positions.  During the current year, the Company contributed $1.2 million to the pension plan and may make additional contributions during the remainder of the year.

7.           Fair Value Measurements

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company assumes the highest and best use of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability.

12

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Inputs that are both unobservable and significant to the overall fair value measurement reflect the Company’s estimates of assumptions that market participants would use in pricing the asset or liability.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets (Unaudited) as of July 31, 2010 and August 1, 2009, subject to ASC 820, Fair Value Measurements, (in thousands):

	Balance as of		Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
	July 31, 2010		(Level 1)		(Level 2)		(Level 3)
Other assets:
Securities held in grantor trust for deferred compensation plans (1)(2)	$	14,236	$	14,236	$	-	$	-
Accrued expenses and other current liabilities:
Deferred non-employee director equity compensation plan liability (2)	$	122	$	122	$	-	$	-

	Balance as of		Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
	August 1, 2009		(Level 1)		(Level 2)		(Level 3)
Other assets:
Securities held in grantor trust for deferred compensation plans (1)(2)	$	12,380	$	12,380	$	-	$	-
Accrued expenses and other current liabilities:
Deferred non-employee director equity compensation plan liability (2)	$	239	$	239	$	-	$	-

(1)   The Company has recorded in other long-term liabilities amounts related to these assets for the amount due to participants corresponding in value to the securities held in the grantor trust.

(2)   Using the market approach,the fair values of these items represent quoted market prices multiplied by the quantities held.  Net gains and losses related to the changes in fair value in the assets and liabilities under the various deferred compensation plans are recorded in selling, general and administrative expenses and were approximately nil for the twenty-six weeks ended July 31, 2010 and August 1, 2009.

The Company adopted the required provisions of ASC 820 for nonfinancial assets and nonfinancial liabilities as of February 1, 2009.  The Company performed a review of the performance of its stores during the second quarter using an undiscounted cash flow model.  The Company identified certain stores whose cash flow

13

trends indicated that the carrying value of store property, equipment and leasehold improvements may not be fully recoverable and determined that impairment charges were necessary for the current quarter.  Key assumptions in determining future cash flows include, among other things, expected future operating performance and changes in economic conditions.  Store property, equipment and leasehold improvements are recorded at cost, which is the fair value at the acquisition date.

The following table shows the Company’s nonfinancial assets measured at fair value on a nonrecurring basis in the Condensed Consolidated Balance Sheets (Unaudited) as of July 31, 2010, subject to ASC 820 (in thousands):

	Balance as of		Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
	July 31, 2010		(Level 1)		(Level 2)		(Level 3)
Assets:
Store property, equipment and leasehold improvements (1)	$	7,309	$	-	$	-	$	7,309

(1)   In accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, store property, equipment and leasehold improvements with a carrying amount of $9.9 million were written down to their fair market value of $7.3 million, resulting in impairment charges of $2.6 million during the current year second quarter which are included in cost of sales and related buying, occupancy and distribution expenses in the Condensed Consolidated Statement of Operations (Unaudited).

Financial instruments not measured at fair value are cash and cash equivalents, payables and debt obligations.  At July 31, 2010, the Company believes that the carrying amount of debt obligations approximates fair value based on recent financing transactions for similar debt issuances.  The Company also believes that the Revolving Credit Facility approximates fair value since interest rates are adjusted to reflect current rates.    

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ITEM 2.                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

Certain statements in this Form 10-Q contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  Forward-looking statements reflect the Company’s expectations regarding future events and operating performance and often contain words such as "believe," "expect," "may," "will," "should," "could," "anticipate," "plan" or similar words.

Forward-looking statements are based on various assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements.  These factors include, but are not limited to, the ability of the Company and its subsidiary to maintain normal trade terms with vendors, the ability of the Company and its subsidiary to comply with the various covenant requirements contained in the Company's Revolving Credit Facility, the demand for apparel, and other factors.  The demand for apparel and sales volume can be affected by significant changes in economic conditions, including an economic downturn, employment levels in the Company’s markets, consumer confidence, energy and gasoline prices and other factors influencing discret ionary consumer spending.  Other factors affecting the demand for apparel and sales volume include unusual weather patterns, an increase in the level of competition in the Company's market areas, competitors' marketing strategies, changes in fashion trends, changes in the average cost of merchandise purchased for resale, availability of product on normal payment terms and the failure to achieve the expected results of the Company's merchandising and marketing plans as well as its store opening plans. The occurrence of any of these factors could have a material and adverse impact on the Company’s business, financial condition, operating results, or liquidity. Most of these factors are difficult to predict accurately and are generally beyond the Company’s control.

Readers should consider the risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended January 30, 2010 (“Form 10-K”).  Readers should carefully review the Form 10-K in its entirety including, but not limited to, the Company's financial statements and the notes thereto and the risks and uncertainties described in Item 1A - "Risk Factors" of the Form 10-K.  Forward-looking statements contained in this Form 10-Q are as of the date of this Form 10-Q.  The Company does not undertake to update its forward-looking statements.

General

Stage Stores is a Houston, Texas-based specialty department store retailer offering moderately priced, nationally recognized brand name and private label apparel, accessories, cosmetics and footwear for the entire family. The Company's principal focus is on consumers in small and mid-sized markets which the Company believes are under-served and less competitive.  The Company differentiates itself from the competition in the small and mid-sized communities by offering consumers access to basic as well as fashionable brand name merchandise not typically carried by other retailers in the same market area.  In the highly competitive metropolitan markets, the Company competes against national department store chains, which similarly offer moderately priced, brand name and private label merchandise.  In these larger metropolitan markets, the Company differentiates itself by offering consumers a high level of customer service in smaller-sized stores in convenient locations as compared to the larger department stores with which it competes. At July 31, 2010, the Company operated 777 stores located in 39 states under the five names of Bealls, Goody’s, Palais Royal, Peebles and Stage.

In July 2009, the Company acquired the “Goody’s” name through the Goody’s bankruptcy auction.  A key component of the Company’s current expansion strategy is to use the Goody’s name in select markets in which there is a strong customer awareness and recognition of the name.  At July 31, 2010, the Company had 38 Goody’s branded stores and expects to open an additional 10 to 12 Goody’s stores during the last half of the current fiscal year.

The financial information, discussion and analysis that follow should be read in conjunction with the Company's Consolidated Financial Statements as included in the Form 10-K.

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Results of Operations

The following table sets forth the results of operations as a percentage of sales for the periods indicated:

	Thirteen Weeks Ended (1)						Twenty-Six Weeks Ended (1)
	July 31, 2010			August 1, 2009			July 31, 2010			August 1, 2009
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales and related buying, occupancy
and distribution expenses		69.8			70.7			71.7			72.7
Gross profit		30.2			29.3			28.3			27.3
Selling, general and administrative expenses		25.0			24.5			24.8			24.8
Store opening costs		0.1			0.1			0.3			0.2
Interest expense, net		0.3			0.3			0.3			0.3
Income before income tax		4.8			4.3			2.9			2.0
Income tax expense		1.8			1.7			1.1			0.8
Net income		3.0	%		2.7	%		1.8	%		1.2	%
(1)  Percentages may not foot due to rounding.

Thirteen Weeks Ended July 31, 2010 Compared to Thirteen Weeks Ended August 1, 2009

Sales for the thirteen weeks ended July 31, 2010 (the “current year second quarter”) increased 1.0% to $345.0 million from $341.7 million for the thirteen weeks ended August 1, 2009 (the “prior year second quarter”).

The sales increase was driven by the strength of the Company’s new stores, as comparable store sales, which are sales in stores that are open for at least 14 full months prior to the reporting period, decreased by 1.6% in the current year second quarter as compared to a 10.7% decrease in the prior year second quarter.  In the current year second quarter, new stores that were not in the comparable store base contributed sales of $10.7 million partly offset by a decline in comparable store sales of $5.5 million and loss of $1.9 million in sales from closed stores that were in operation during the prior year second quarter. The 1.6% decline in comparable store sales for the curren t year second quarter reflects a combination of a 6.1% increase in transactions, offset by decreases in average unit retail and units per transaction of 4.3% and 3.4%, respectively.

The Company considers its private label credit card program an important component of its retailing concept.  Trends in delinquency rates, average balances and credit limits provide insight into the financial condition of the Company’s core customers, particularly in times of difficult macroeconomic conditions.  During the current year second quarter, the 90 day and older delinquency rates for the Company’s private label credit card program improved as compared to the prior year second quarter. New accounts opened in the current year second quarter increased by 19.8% compared to the prior year second quarter.  The Company does not believe that the recent legislation regarding credit card fees will have a material impact on its results of operations or cash flows.

Texas and Louisiana, the Company’s top two volume states continued to trend below the Company’s comparable store sales trend. These two states accounted for approximately 50% of the Company’s comparable store sales during the current year second quarter.  The Company noted an improving sales trend in these two states in each month of the current year second quarter and believes that many of the challenges facing these states should abate as the year progresses.

Regionally, the Mid Atlantic, South East, South West, Mid West and North East regions had comparable store sales gains during the current year second quarter.  The South Central region, which is comprised of Texas, Louisiana, Oklahoma and Arkansas, was the Company’s weakest performing region during the current year second quarter.

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With regard to comparable store sales by market size, the Company’s small markets (populations less than 50,000) outperformed stores in its mid-sized (populations of 50,000 to 150,000) and large markets (populations greater than 150,000).  Comparable store sales in the Company’s small markets increased 2.1% and continue to be the focus of the Company’s new stores expansion plans.

Key merchandise categories (i.e., those categories comprising greater than 5% of sales), which outperformed the Company’s average comparable store sales level were footwear, cosmetics, children’s, juniors and accessories. The Company continues to focus on growing its cosmetics line of business through the installation of Estee Lauder and Clinique counters, as four new Estee Lauder and thirteen new Clinique counters were opened during the current year second quarter.

The following is a summary of the changes in the components of cost of sales between the current year second quarter and the prior year second quarter, expressed as a percent of sales:

	Increase/ (Decrease) Q2
Merchandise cost of sales		(1.1	) %
Buying, occupancy and distribution expenses		0.2
Decrease in merchandise cost of sales and related buying,
occupancy and distribution expenses rate		(0.9	) %

Gross profit increased by 3.9% to $104.2 million for the current year second quarter from $100.2 million in the prior year second quarter.  Gross profit, as a percent of sales, increased to 30.2% in the current year second quarter from 29.3% in the prior year second quarter.  The merchandise cost of sales rate benefited from well managed inventory levels as compared to the prior year second quarter.  The increase in the buying, occupancy and distribution expenses was caused mainly by an increase in store depreciation expense and store occupancy due to increased store count and higher store impairment charges as compared to the prior year second quarter.

Selling, general and administrative (“SG&A”) expenses in the current year second quarter increased by $2.5 million, or 3.0%, to $86.4 million from $83.9 million in the prior year second quarter.  The Company operated 34 additional stores at the end of the current year second quarter as compared to the end of the prior year second quarter.  The deleveraging of SG&A expenses was primarily driven by investments in a store relamping program and store staffing in addition to significantly higher utility costs.  As a percent of sales, SG&A expenses increased to 25.0% in the current year second quarter from 24.5% in the prior year second quarter.

Store opening costs of $0.4 million in the current year second quarter include costs related to the opening of two new stores, reopening of a tornado-damaged store and the relocation of one store.  While no stores were opened or relocated during the prior year second quarter, the Company incurred $0.5 million in store opening costs. Store opening costs are expensed as incurred and include costs of stores opening in future quarters.

      Net interest expense was $1.0 million in the current year second quarter compared to $1.1 million in the prior year second quarter.  Interest expense is primarily comprised of interest on borrowings under the Revolving Credit Facility (see “Liquidity and Capital Resources”), related letters of credit and commitment fees, amortization of debt issue costs, interest on finance lease obligations and equipment financing notes. There were no borrowings on the Company’s Revolving Credit Facility in the current year second quarter, as compared to a weighted average Revolving Credit Facility balance of $0.1 million for the prior year second quarter.  Additionally, the weighted average amount of equipment financing notes o utstanding was $37.8 million in the current year second quarter as compared to $45.6 million in the prior year second quarter.

The Company’s effective tax rate for the current year second quarter was 37.1%, resulting in tax expense of $6.1 million. This compares to income tax expense of $5.6 million in the prior year second quarter during which the effective tax rate was 38.3%.

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As a result of the foregoing, the Company had net income of $10.3 million for the current year second quarter as compared to net income of $9.1 million for the prior year second quarter.

Twenty-Six Weeks Ended July 31, 2010 Compared to Twenty-Six Weeks Ended August 1, 2009

Sales for the twenty-six weeks ended July 31, 2010 (the “current year”) increased by 1.4% to $685.1 million from $675.3 million for the twenty-six weeks ended August 1, 2009 (the “prior year”).

The sales increase was driven by the strength of the Company’s new stores, as comparable store sales, which are sales in stores that are open for at least 14 full months prior to the reporting period, decreased by 1.1% in the current year as compared to a 9.9% decrease in the prior year.  In the current year, new stores that were not in the comparable store base contributed sales of $21.4 million, partially offset by a decline in comparable store sales of $7.6 million and a loss of $4.0 million in sales from closed stores that were in operation during the prior year.  The 1.1% decline in comparable store sales for the current year reflects a combination of a 5.1% increa se in transactions, offset by decreases in average unit retail and units per transaction of 3.5% and 2.7%, respectively.

The Company considers its private label credit card program an important component of its retailing concept.  Trends in delinquency rates, average balances and credit limits provide insight into the financial condition of the Company’s core customers, particularly in times of difficult macroeconomic conditions.  During the current year, the 90 day and older delinquency rates for the Company’s private label credit card program improved as compared to the prior year.  Customers’ average balances increased as compared to last year and total credit limits were  flat to last year’s levels.  New accounts opened in the current year increased by 14.4% compared to the prior year.   ;The Company does not believe that the recent legislation regarding credit card fees will have a material impact on its results of operations or cash flows.

Texas and Louisiana, the Company’s top two volume states, continued to trend below the Company’s comparable store sales trend. These two states accounted for approximately 51% of the Company’s comparable store sales during the current year.  The Company believes that many of the challenges facing these states should abate as the year progresses.

Regionally, the Mid Atlantic, South East, South West, Mid West and North East regions had comparable store sales gains during the current year.  The South Central region, which is comprised of Texas, Louisiana, Oklahoma and Arkansas, was the Company’s weakest performing region.

With regard to comparable store sales by market size, the Company’s small markets (populations less than 50,000) outperformed stores in its mid-sized markets (populations of 50,000 to 150,000) and large markets (populations greater than 150,000).  Comparable store sales in the Company’s small markets increased 2.3% and continue to be the focus of the Company’s new stores expansion plans.

Key merchandise categories (i.e., those categories comprising greater than 5% of sales), which outperformed the Company’s average comparable store sales level, were footwear, cosmetics, juniors, children’s, accessories and young men’s.  The Company continues to focus on growing its cosmetics line of business through the installation of Estee Lauder and Clinique counters, as six new Estee Lauder and fifteen new Clinique counters were opened during the current year.

18

The following is a summary of the changes in the components of cost of sales between the current year and the prior year, expressed as a percent of sales:

	Increase/ (Decrease) YTD
Merchandise cost of sales		(0.8	) %
Buying, occupancy and distribution expenses		(0.2	)
Decrease in merchandise cost of sales and related buying,
occupancy and distribution expenses rate		(1.0	) %

Gross profit increased 5.1% to $194.0 million for the current year from $184.7 million in the prior year.  Gross profit, as a percent of sales, was 28.3% in the current year and 27.3% in the prior year.  The decrease in the merchandise cost of sales rate benefited from well managed inventory levels and lower freight and shrink expense. The decrease in the buying, occupancy and distribution expense rate is primarily due to leverage from higher sales and lower distribution expenses.  Store occupancy and store depreciation costs were up due to the current year’s higher store count and higher store impairment charges as compared to the prior year.

SG&A expenses in the current year increased by $2.7 million, or 1.6%, to $170.2 million from $167.5 million in the prior year. The Company operated 34 additional stores at the end of the current year as compared to prior year.  The increase in SG&A expenses was primarily driven by investments in a store relamping program and store staffing, in addition to significantly higher utility costs as compared to the prior year.  As a percent of sales, the current year SG&A rate equaled last year’s rate of 24.8%.

Store opening costs in the current year of $1.8 million include costs related to the opening of 20 new stores, a reopened tornado-damaged store and the relocation of 2 stores.  During the prior year, the Company incurred $1.7 million in store opening costs related to 11 new stores opened and 12 stores relocated.  Store opening costs are expensed as incurred and include costs of stores opening in future quarters.

Net interest expense was $2.0 million in the current year compared to $2.3 million in the prior year.  Interest expense is primarily comprised of interest on borrowings under the Revolving Credit Facility (see “Liquidity and Capital Resources”), related letters of credit and commitment fees, amortization of debt issue costs, interest on finance lease obligations and equipment financing notes.  The decrease in interest expense is primarily due to having no borrowings on the Revolving Credit Facility in the current year, as compared to a weighted average Revolving Credit Facility balance of $2.3 million for the prior year.  Additionally, the weighted average amount of equipment financing notes outstanding was $39.3 million in the current year as compared to $46.9 million in the prior year.

The Company’s effective tax rate for the current year was 37.3%, which resulted in tax expense of $7.4 million.  This compares to income tax expense of $5.1 million in the prior year during which the effective tax rate was 38.3%.

As a result of the foregoing, the Company had a net income of $12.5 million for the current year as compared to net income of $8.2 million for the prior year.

Seasonality and Inflation

Historically, the Company's business is seasonal and sales are traditionally lower during the first three quarters of the fiscal year (February through October) and higher during the last quarter of the fiscal year (November through January).  The fourth quarter usually accounts for slightly more than 30% of the Company's annual sales, with the other quarters accounting for approximately 22% to 24% each.  Working capital requirements fluctuate during the year and generally reach their highest levels during the third and fourth quarters.  The Company does not believe that inflation had a material effect on its results of operations during the twenty-six weeks ended July 31, 2010 and August 1, 2009, respectively.  However, there can be no assurance t hat the Company's business will not be affected by inflation in the future.

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Liquidity and Capital Resources

The Company's liquidity is currently provided by (i) existing cash balances, (ii) operating cash flows, (iii) normal trade credit terms from the vendor and factor community, (iv) equipment financing and (v) its Revolving Credit Facility.  The Company’s primary cash requirements are for capital expenditures related to new stores, store relocations and remodeling, and seasonal and new store inventory purchases.

Key components of the Company’s cash flows for the current year and the prior year are summarized below (in thousands):

	Twenty-Six Weeks Ended
	July 31, 2010			August 1, 2009
Net cash provided by (used in):
Operating activities	$	16,989		$	66,027
Investing activities		(17,193	)		(23,726	)
Financing activities		(10,484	)		(7,399	)

Operating Activities

During the current year, the Company generated $17.0 million in cash from operating activities.  Net income, adjusted for non-cash expenses, provided cash of approximately $46.3 million.  Changes in operating assets and liabilities used net cash of approximately $33.2 million, which included a $32.5 million increase in merchandise inventories and a $3.7 million increase in other assets partially offset by an increase in accounts payable and other liabilities of $3.0 million.  The increase in merchandise inventories in the current year is primarily due to the planned acceleration of back-to-school receipts into July and increases related to the higher number of stores and cosmetic counters in the current year as compared to the prior year.  Additionally, cash flows from operating activities inclu ded construction allowances from landlords of $3.9 million, which funded a portion of the capital expenditures related to store leasehold improvements in new and relocated stores.

During the prior year, the Company generated $66.0 million in cash from operating activities.  Net income, adjusted for non-cash expenses, provided cash of approximately $42.3 million.  Changes in operating assets and liabilities provided net cash of approximately $21.7 million, which included a $4.5 million decrease in merchandise inventories and a $1.7 million decrease in other assets.  Accounts payable and other liabilities increased $15.5 million.  Additionally, cash flows from operating activities included construction allowances from landlords of $2.0 million, which funded a portion of the capital expenditures related to store leasehold improvements in new and relocated stores.

Investing Activities

Capital expenditures were $17.2 million in the current year as compared to $24.3 million in the prior year.  For the current year, the Company opened 20 new stores, reopened a tornado-damaged store and relocated 2 stores, as compared to 11 new stores, including a reopened hurricane-damaged store and 12 stores relocated in the prior year.  As noted above, the Company received construction allowances from landlords of $3.9 million in the current year to fund a portion of the capital expenditures related to store leasehold improvements in new and relocated stores, while $2.0 million was received from landlords in the prior year.  These funds have been recorded as a deferred rent credit in the balance sheet and will be recorded as an offset to rent expense over the lease term commencing with the date the allowances were earned.

Management currently estimates that capital expenditures in 2010, net of construction allowances to be received from landlords, will be approximately $40.0 million.  The expenditures will principally be for the opening of new stores, store expansions, store relocations and store remodels.

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Financing Activities

The Company has a $250.0 million senior secured revolving credit facility (the "Revolving Credit Facility") that matures on April 20, 2012.  The Revolving Credit Facility includes an uncommitted accordion feature to increase the size of the facility to $350.0 million.  Borrowings under the Revolving Credit Facility are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Revolving Credit Facility agreement.  The daily interest rates under the Revolving Credit Facility are determined by a prime rate, or Eurodollar rate plus an applicable margin, as set forth in the Revolving Credit Facility agreement.  Inventory and cash and cash equivalents are pledged as collateral under the Revolving Credit Facility.  The Revolving Credit Facility is used by the Company to provide financing for working capital, capital expenditures, interest payments and other general corporate purposes, as well as to support its outstanding letters of credit requirements.  For the twenty-six weeks ended July 31, 2010, there were no borrowings under the Revolving Credit Facility.

The Company also issues letters of credit under its Revolving Credit Facility to support certain merchandise purchases and to collateralize retained risks and deductibles under various insurance programs.  At July 31, 2010, the Company had outstanding letters of credit totaling approximately $17.7 million.  These letters of credit expire within twelve months of issuance.  Excess borrowing availability under the Revolving Credit Facility at July 31, 2010, net of letters of credit outstanding, was $192.1 million.

The Revolving Credit Facility contains covenants which, among other things, restrict, based on required levels of excess availability, (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends and repurchase of common stock under certain circumstances and (iii) related party transactions.  At July 31, 2010, the Company was in compliance with all of the debt covenants of the Revolving Credit Facility and expects to remain in compliance during fiscal 2010.

On June 14, 2010, the Company announced that its Board of Directors (“the Board”) approved a 50% increase in the Company’s quarterly cash dividend to 7.5 cents per share from the previous quarterly rate of 5 cents per share.  The new quarterly dividend rate of 7.5 cents per share is applicable to dividends declared after June 23, 2010.  In the current year, the Company has paid cash dividends totaling $3.8 million.  On August 26, 2010, the Company’s Board declared a quarterly cash dividend of 7.5 cents per share of common stock, payable on September 22, 2010 to shareholders of record at the close of business on September 7, 2010.

On August 19, 2010, the Company announced that the Board authorized the Company to repurchase up to $25.0 million of its outstanding common stock (“Stock Repurchase Program”) from time to time, either on the open market or through privately negotiated transactions.  The Stock Repurchase Program will be financed by the Company’s existing cash, cash flow and other liquidity sources, as appropriate.

While there can be no assurances, management believes that there should be sufficient liquidity to cover both the Company's short-term and long-term funding needs.  The Company anticipates that it has adequate cash flows to cover its working capital needs, planned capital expenditures and debt service requirements for the remainder of 2010 and the foreseeable future.

Recent Accounting Standards

Disclosure concerning recent accounting standards is incorporated by reference to Note 1 of the Company's Condensed Consolidated Financial Statements (Unaudited) contained in this Form 10-Q.

ITEM 3.                     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

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ITEM 4.                     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicat ed to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures.  Based on this evaluation, they concluded that the Company’s disclosure controls and procedures were effective as of July 31, 2010.

Internal Control Over Financial Reporting

As defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, the term "internal control over financial reporting" means a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material adverse effect on the financial statements.

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  There were no changes in the Company’s internal control over financial reporting during the quarter ended July 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.                     LEGAL PROCEEDINGS

During the current year second quarter ended July 31, 2010, the Company did not have any material legal proceedings brought against it, its subsidiary or their properties.

ITEM 1A.                  RISK FACTORS

There have not been any material changes from the risk factors as previously disclosed in the Form 10-K.

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ITEM 2.                     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company’s Board of Directors (“the Board”) granted the Company the authority to repurchase its outstanding common stock from time to time, either in the open market or through private negotiated transactions.  During the current year second quarter, the Company repurchased $6.8 million of its common stock using available proceeds from the exercise of stock options as well as the tax benefits that accrue to the Company from the exercise of stock options, stock appreciation rights and other equity grants.  The table below sets forth information regarding the Company’s purchases of its common stock during the current year second quarter:

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
May 2, 2010 to May 29, 2010		483,185	$	14.04		483,185	$	-
May 30, 2010 to July 3, 2010		-		-		-		-
July 4, 2010 to July 31, 2010		-		-		-		-
Total		483,185	$	14.04		483,185

           On August 19, 2010, the Company announced that the Board authorized the Company to repurchase up to $25.0 million of its outstanding common stock from time to time, either on the open market or through privately negotiated transactions.   

ITEM 3.                     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.                     (REMOVED AND RESERVED)

None.

ITEM 5.                     OTHER INFORMATION

None.

ITEM 6.                     EXHIBITS

 The following documents are the exhibits to this Form 10-Q.  For convenient reference, each exhibit is listed according to the Exhibit Table of Item 601 of Regulation S-K.

Exhibit Number	Description
10.1*#	Eighth Amendment to Amended and Restated Private Label Credit Card Program Agreement dated as of July 15, 2010, by and among Stage Stores, Inc., Specialty Retailers, Inc. and World Financial Network National Bank.

23

10.2†*	Form of Reelection Grant Restricted Stock Award Agreement (Director) under the Stage Stores, Inc. Amended and Restated 2001 Equity Incentive Plan.
10.3†*	Form of Reelection Grant Restricted Stock Award Agreement (Director) under the Stage Stores, Inc. Amended and Restated 2008 Equity Incentive Plan.
24.1*	Power of Attorney: Director (Earl J. Hesterberg- Section 16 Filer).
31.1*	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32*	Certification Pursuant to 18 U.S.C. Section 1350.

___________________________________________

*  Filed electronically herewith

#  Confidential portions filed separately with the Secretary of the Commission

†  Management contract or compensatory plan or arrangement.

24

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.
September 8, 2010	/s/ Andrew T. Hall
(Date)	Andrew T. Hall
	President and Chief Executive Officer
	(Principal Executive Officer)
September 8, 2010	/s/ Edward J. Record
(Date)	Edward J. Record
	Chief Operating Officer and Chief Financial Officer
	(Principal Financial Officer)

25

EX-10

EXHIBIT 10.2

STAGE STORES, INC.

REELECTION GRANT RESTRICTED STOCK AWARD AGREEMENT

This Reelection Grant Restricted Stock Agreement (the “Agreement”) is made effective as of __________, 20____ (the "Date of Grant"), by and between Stage Stores, Inc.,a Nevada corporation (hereinafter called the "Company"), and ________________, a member of the Board of Directors of the Company (hereinafter called the "Director").

WHEREAS, the Board of Directors of the Company (the "Board") and the Company’s shareholders have adopted the Stage Stores, Inc. Amended and Restated 2001 Equity Incentive Plan, as it may be amended from time to time (the "Plan"); and

WHEREAS, the Company considers it desirable and in the Company's best interests to reward, retain and attract non-employee Directors of the Company and to provide non-employee Directors with the opportunity to align their interests with those of the shareholders of the Company; and

WHEREAS, the Company’s Corporate Governance Guidelines provide that upon a Director’s reelection to the Board, the Director will be granted restricted shares of the Company’s common stock valued at $__________ based on a Net Present Value (the “Reelection Grant”).

NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

1.           GRANT OF RESTRICTED STOCK.  Pursuant to the terms and conditions contained herein and the terms and conditions of the Plan, the Company hereby grants to the Director as of the Date of Grant a restricted stock award of __________ shares (the “Reelection Grant Shares”) of the Company’s authorized voting common stock, par value $0.01 (the “Common Shares”).

2.           VESTING.  Except as otherwise set forth in this Agreement, the Reelection Grant Shares will vest, on a cliff basis, on _________ 20____, one year from the Date of Grant (the “Vesting Period”).

3.DEATH OF DIRECTOR.  Upon the death of the Director, the unvested Reelection Grant Shares will immediately vest.

4.          DISABILITY OF DIRECTOR.  In the event the Director ceases to be a member of the Board due to disability, the unvested Reelection Grant Shares will immediately vest.  For the purposes of this Agreement, the Director shall be deemed to be disabled if the Committee shall determine that the physical or mental condition of the Director was such at that time as

would entitle him or her, if he or she was employed by the Company, to payment of monthly disability benefits under any Company disability plan.  

5.RETIREMENT OF DIRECTOR. In the event the Director ceases to be a member of the Board by reason of the Director’s Retirement (as defined below), the unvested Reelection Grant Shares will immediately vest. For purposes of this Agreement, the term “Retirement” means attaining the age at which a member of the Board must cease serving on the Board as set forth in the Company’s Corporate Governance Guidelines (which age is currently 75 years old).

6.           CHANGE IN CONTROL.  In the event of a Change in Control, the Reelection Grant Shares will immediately vest.  For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred:

(a)           on such date within the 12-month period following the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities (the “Trigger Date”), that a majority of the individuals who, as of the Trigger Date, constitute the Board (the “Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the members of the Incumbent Board before the date of such appointment or election;

(b)           as of thedate that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not be considered to cause a Change in Control; or

(c)           the date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest.  Provided further, a transfer of assets by the Company shall not be treated as a Change in Control if the assets are transferred to:

(i)A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

2

(iii)A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(iv)An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein.

For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.

7.FORFEITURE OF REELECTION GRANT SHARES .  The Director will forfeit any unvested portion of the Reelection Grant Shares if the Director ceases to be a Director at any time prior to their vesting date other than due to (i) Retirement, (ii) death, (iii) disability, or (iv) Change in Control.

8.           SHAREHOLDER RIGHTS.  During the Vesting Period, the Reelection Grant Shares will be held in book name by the Company.  Subject to the terms of this Agreement, the Director shall have all rights of a shareholder with respect to the Reelection Grant Shares during the Vesting Period, including the right to vote and receive dividends, if any, on the Reelection Grant Shares, provided that the Reelection Grant Shares have not been forfeited to the Company pursuant to Section 2.

9.           ISSUANCE OF COMMON SHARES.

(a)           Upon the expiration of the Vesting Period without forfeiture, the Company shall cause a certificate or certificates to be issued to the Director for the Reelection Grant Shares.  Common Shares issued pursuant to this Agreement which have not been registered with the Securities and Exchange Commission, if any, shall bear a legend substantially as follows:

The Securities represented by this Certificate have not been registered under the United States Securities Act of 1933 (the "Act") and are “restricted securities” as that term is defined in Rule 144 under the Act.  The Securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.

(b)           The Company shall not be required to transfer or deliver any certificate or certificates for Common Shares under this Agreement:  (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Common Shares to listing on any stock exchange on which the Common Shares may then be listed.  In no event shall the Company be required to issue fractional shares to the Director or his or her successor.

10.         GENERAL RESTRICTIONS.  The grant of the Reelection Grant Shares under this Agreement shall be subject to the requirement that, if at any time the Board shall determine that (i) the listing, registration or qualification of the shares of Common Shares subject or related thereto upon any securities exchange or under any state or Federal law, (ii) the consent or

3

approval of any government regulatory body, or (iii) an agreement by the Director with respect to the disposition of Common Shares is necessary or desirable as a condition of, or in connection with, the issuance of Common Shares thereunder, then the issuance of the Common Shares may not be consummated in whole or in part unless the listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Board.

11.         ASSIGNMENT.  The rights under this Agreement shall not be assignable or transferable by the Director, except by will or by the laws of descent and distribution.  Any attempted assignment, transfer, pledge, hypothecation, or other disposition of the rights under this Agreement contrary to the provisions hereof shall be null and void and without effect.  During the lifetime of the Director, any right under this Agreement shall be exercisable only by the Director or his or her guardian or legal representative.

12.         WITHHOLDING TAXES.  Whenever the Company proposes or is required to issue or transfer Common Shares under this Agreement, the Company shall have the right to require the Director to remit to the Company an amount sufficient to satisfy any Federal, state and/or local withholding tax requirements prior to the delivery of any certificate or certificates for the Common Shares.  Alternatively, the Company may issue or transfer the Common Shares net of the number of shares sufficient to satisfy the withholding tax requirements.  For withholding tax purposes, the Common Shares shall be valued on the date the withholding obligation is incurred.

13.         RIGHT TO TERMINATE DIRECTOR.  Nothing in this Agreement shall confer upon the Director the right to continue as a member of the Board or affect any right which the Company or its shareholders may have to terminate the directorship of the Director.

14.         ADJUSTMENTS.  In the event of any change in the outstanding common stock of the Company by reason of stock splits, reverse stock splits, stock dividends or distributions, recapitalization, reorganization, merger, consolidation, split-up, combination, exchange of shares or the like, the Board shall appropriately adjust the number of Common Shares issuable under this Agreement, and any and all other matters deemed appropriate the Board.

15.         STOCK RESERVED.  The Company shall at all times during the term of this Agreement reserve and keep available the number of Common Shares necessary and sufficient to satisfy the terms of this Agreement.

16.         SEVERABILITY.  Every part, term or provision of this Agreement is severable from the others.  Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

17.         NOTICE.  Any notice to be delivered under this Agreement shall be given in writing and delivered, personally or by certified mail, postage prepaid, addressed to the Company or the Director at their last known address.

4

18.         GOVERNING LAW.  This Agreement shall be construed in accordance with and governed by the applicable Federal law and, to the extent otherwise applicable, the laws of the State of Texas.

19.         HEADINGS.  The headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Agreement.

20.         BINDING EFFECT.  This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

21.         INCORPORATION OF PLAN.  The Reelection Grant Shares are granted pursuant to the terms of the Plan, which is incorporated herein by reference, and this Agreement shall in all respects be interpreted in accordance with the Plan.  If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.  All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

22.         MODIFICATION.  This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code, as amended (the “Code”).  The Company may change or modify the terms of this Agreement without the Director’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder.  Notwithstanding the pre vious sentence, the Company may also amend the Plan or this Agreement or revoke the Reelection Share Grants to the extent permitted by the Plan.

IN WITNESS WHEREOF, the parties hereto have caused this Reelection Grant Restricted Stock Award Agreement to be executed as of the Date of Grant.

"Company"	Stage Stores, Inc. By:________________________________________        ____________________
"Director"	___________________________________________ _________________________

5

EX-10

EXHIBIT 10.3

STAGE STORES, INC.

REELECTION GRANT RESTRICTED STOCK AWARD AGREEMENT

This Reelection Grant Restricted Stock Agreement (the “Agreement”) is made effective as of __________, 20____ (the "Date of Grant"), by and between Stage Stores, Inc.,a Nevada corporation (hereinafter called the "Company"), and ________________, a member of the Board of Directors of the Company (hereinafter called the "Director").

WHEREAS, the Board of Directors of the Company (the "Board") and the Company’s shareholders have adopted the Stage Stores, Inc. 2008 Equity Incentive Plan, as it may be amended from time to time (the "Plan"); and

WHEREAS, the Company considers it desirable and in the Company's best interests to reward, retain and attract non-employee Directors of the Company and to provide non-employee Directors with the opportunity to align their interests with those of the shareholders of the Company; and

WHEREAS, the Company’s Corporate Governance Guidelines provide that upon a Director’s reelection to the Board, the Director will be granted restricted shares of the Company’s common stock valued at $__________ based on a Net Present Value (the “Reelection Grant”).

NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

1.           GRANT OF RESTRICTED STOCK.  Pursuant to the terms and conditions contained herein and the terms and conditions of the Plan, the Company hereby grants to the Director as of the Date of Grant a restricted stock award of __________ shares (the “Reelection Grant Shares”) of the Company’s authorized voting common stock, par value $0.01 (the “Common Shares”).

2.           VESTING.  Except as otherwise set forth in this Agreement, the Reelection Grant Shares will vest, on a cliff basis, on _________ 20____, one year from the Date of Grant (the “Vesting Period”).

3.DEATH OF DIRECTOR.  Upon the death of the Director, the unvested Reelection Grant Shares will immediately vest.

4.           DISABILITY OF DIRECTOR.  In the event the Director ceases to be a member of the Board due to disability, the unvested Reelection Grant Shares will immediately vest.  For the purposes of this Agreement, the Director shall be deemed to be disabled if the Committee shall determine that the physical or mental condition of the Director was such at that time as

would entitle him or her, if he or she was employed by the Company, to payment of monthly disability benefits under any Company disability plan.  

5.RETIREMENT OF DIRECTOR. In the event the Director ceases to be a member of the Board by reason of the Director’s Retirement (as defined below), the unvested Reelection Grant Shares will immediately vest. For purposes of this Agreement, the term “Retirement” means attaining the age at which a member of the Board must cease serving on the Board as set forth in the Company’s Corporate Governance Guidelines (which age is currently 75 years old).

6.           CHANGE IN CONTROL.  In the event of a Change in Control, the Reelection Grant Shares will immediately vest.  For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred:

(a)           on such date within the 12-month period following the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities (the “Trigger Date”), that a majority of the individuals who, as of the Trigger Date, constitute the Board (the “Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the members of the Incumbent Board before the date of such appointment or election;

(b)           as of thedate that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not be considered to cause a Change in Control; or

(c)           the date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest.  Provided further, a transfer of assets by the Company shall not be treated as a Change in Control if the assets are transferred to:

(i)A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

2

(iii)A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(iv)An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein.

For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.

7.FORFEITURE OF REELECTION GRANT SHARES .  The Director will forfeit any unvested portion of the Reelection Grant Shares if the Director ceases to be a Director at any time prior to their vesting date other than due to (i) Retirement, (ii) death, (iii) disability or (iv) Change in Control.

8.           SHAREHOLDER RIGHTS.  During the Vesting Period, the Reelection Grant Shares will be held in book name by the Company.  Subject to the terms of this Agreement, the Director shall have all rights of a shareholder with respect to the Reelection Grant Shares during the Vesting Period, including the right to vote and receive dividends, if any, on the Reelection Grant Shares, provided that the Reelection Grant Shares have not been forfeited to the Company pursuant to Section 2.

9.           ISSUANCE OF COMMON SHARES.

(a)           Upon the expiration of the Vesting Period without forfeiture, the Company shall cause a certificate or certificates to be issued to the Director for the Reelection Grant Shares.  Common Shares issued pursuant to this Agreement which have not been registered with the Securities and Exchange Commission, if any, shall bear a legend substantially as follows:

The Securities represented by this Certificate have not been registered under the United States Securities Act of 1933 (the "Act") and are “restricted securities” as that term is defined in Rule 144 under the Act.  The Securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.

(b)           The Company shall not be required to transfer or deliver any certificate or certificates for Common Shares under this Agreement:  (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Common Shares to listing on any stock exchange on which the Common Shares may then be listed.  In no event shall the Company be required to issue fractional shares to the Director or his or her successor.

10.         GENERAL RESTRICTIONS.  The grant of the Reelection Grant Shares under this Agreement shall be subject to the requirement that, if at any time the Board shall determine that (i) the listing, registration or qualification of the shares of Common Shares subject or related thereto upon any securities exchange or under any state or Federal law, (ii) the consent or

3

approval of any government regulatory body, or (iii) an agreement by the Director with respect to the disposition of Common Shares is necessary or desirable as a condition of, or in connection with, the issuance of Common Shares thereunder, then the issuance of the Common Shares may not be consummated in whole or in part unless the listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Board.

11.         ASSIGNMENT.  The rights under this Agreement shall not be assignable or transferable by the Director, except by will or by the laws of descent and distribution.  Any attempted assignment, transfer, pledge, hypothecation, or other disposition of the rights under this Agreement contrary to the provisions hereof shall be null and void and without effect.  During the lifetime of the Director, any right under this Agreement shall be exercisable only by the Director or his or her guardian or legal representative.

12.         WITHHOLDING TAXES.  Whenever the Company proposes or is required to issue or transfer Common Shares under this Agreement, the Company shall have the right to require the Director to remit to the Company an amount sufficient to satisfy any Federal, state and/or local withholding tax requirements prior to the delivery of any certificate or certificates for the Common Shares.  Alternatively, the Company may issue or transfer the Common Shares net of the number of shares sufficient to satisfy the withholding tax requirements.  For withholding tax purposes, the Common Shares shall be valued on the date the withholding obligation is incurred.

13.         RIGHT TO TERMINATE DIRECTOR.  Nothing in this Agreement shall confer upon the Director the right to continue as a member of the Board or affect any right which the Company or its shareholders may have to terminate the directorship of the Director.

14.         ADJUSTMENTS.  In the event of any change in the outstanding common stock of the Company by reason of stock splits, reverse stock splits, stock dividends or distributions, recapitalization, reorganization, merger, consolidation, split-up, combination, exchange of shares or the like, the Board shall appropriately adjust the number of Common Shares issuable under this Agreement, and any and all other matters deemed appropriate the Board.

15.         STOCK RESERVED.  The Company shall at all times during the term of this Agreement reserve and keep available the number of Common Shares necessary and sufficient to satisfy the terms of this Agreement.

16.         SEVERABILITY.  Every part, term or provision of this Agreement is severable from the others.  Notwithstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

17.         NOTICE.  Any notice to be delivered under this Agreement shall be given in writing and delivered, personally or by certified mail, postage prepaid, addressed to the Company or the Director at their last known address.

4

18.         GOVERNING LAW.  This Agreement shall be construed in accordance with and governed by the applicable Federal law and, to the extent otherwise applicable, the laws of the State of Texas.

19.         HEADINGS.  The headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions of this Agreement.

20.         BINDING EFFECT.  This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

21.         INCORPORATION OF PLAN.  The Reelection Grant Shares are granted pursuant to the terms of the Plan, which is incorporated herein by reference, and this Agreement shall in all respects be interpreted in accordance with the Plan.  If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.  All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

22.         MODIFICATION.  This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code, as amended (the “Code”).  The Company may change or modify the terms of this Agreement without the Director’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder.  Notwithstanding the previous sentence, the Company may also amend the Plan or this Agreement or revoke the Reelection Share Grants to the extent permitted by the Plan.

IN WITNESS WHEREOF, the parties hereto have caused this Reelection Grant Restricted Stock Award Agreement to be executed as of the Date of Grant.

"Company"	Stage Stores, Inc. By:________________________________________        ____________________        ____________________
"Director"	___________________________________________ _________________________

5

EX-24

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Stage Stores, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of reports on Form 3, 4 and 5 (as well as applications for EDGAR filer identification numbers and any other reports required under Section 16(a) of the Securities Exchange Act of 1934) and Form 144, if required under the Securities Act of 1933, on my behalf including, but not limited to, those cases where time is short or I am unavailable to review the form, hereby constitutes and appoints Andrew T. Hall, Edward J. Record and Richard E. Stasyszen, and each of them (with full power to each of them to act alone), the undersigned’s true and lawful attorneys-in-fact and agents, for the undersigned and on the undersigned’s behalf and in the undersigned’s name, place and stead, in any and all capacities, to prepare, sign, and file with the Securities and Exchange Commission reports on Form 3, 4 and 5 (as well as applications for EDGAR filer identification numbers and any other reports required under Section 16(a) of the Securities Exchange Act of 1934) and Form 144, if required under the Securities Act of 1933, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with the Securities and Exchange Commission and any other regulatory authority granting unto such attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, might lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has signed this Power of Attorney as of the 1st day of July, 2010.

/s/ Earl J. Hesterberg                                                                

Earl J. Hesterberg, Director                                                                           

EX-31

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Andrew T. Hall, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Stage Stores, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant, and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

September 8, 2010	/s/ Andrew T. Hall
	Andrew T. Hall
	Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Edward J. Record, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Stage Stores, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant, and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

September 8, 2010	/s/ Edward J. Record
	Edward J. Record
	Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Stage Stores, Inc. (the "Company") on Form 10-Q for the quarter ended July 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Andrew T. Hall and Edward J. Record, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

September 8, 2010	/s/ Andrew T. Hall
	Andrew T. Hall
	Chief Executive Officer

/s/ Edward J. Record

Edward J. Record

Chief Financial Officer