8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                                   MAY 9, 1996
                (DATE OF REPORT, DATE OF EARLIEST EVENT REPORTED)

                             APPAREL RETAILERS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

  Delaware                         33-68258               76-0407711
(STATE OR OTHER                  (COMMISSION             (IRS EMPLOYER
JURISDICTION OF                  FILE NUMBER)            IDENTIFICATION
INCORPORATION)                                                 NO.)

  10201 Main Street, Houston, Texas                    77025
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)

                                 (713) 667-5601
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 Not Applicable
             (FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)

ITEM 5. OTHER EVENTS.

         On May 9, 1996, Palais Royal, Inc., an indirect, wholly owned
subsidiary of Apparel Retailers, Inc. (the "Company"), agreed to purchase all of
the outstanding common stock of Uhlmans Inc. ("Uhlmans") for approximately $12.4
million in cash, excluding the repayment of certain debt of Uhlmans. The closing
of this transaction is subject to certain terms and conditions. The Company
plans to operate the majority of the acquired locations under the "Stage" banner
following a brief conversion period.

         A press release announcing the actions described above was issued by
the Company on May 13, 1996 and is attached hereto as Exhibit 99.1.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (a)   Financial Statements:

               Not applicable.

         (b)   Pro Forma Financial Information:

               Not applicable.

         (c)   Exhibits:

               99.1 Press Release dated May 13, 1996 issued by the Company.


                                   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.

                                        APPAREL RETAILERS, INC.

May 13, 1996                           /s/ JERRY C. IVIE
(Date)                                 Jerry C. Ivie
                                       Senior Vice President,
                                       Secretary and Treasurer
                                       (Principal Accounting Officer)

EX-99.1

                                                    FOR IMMEDIATE RELEASE:

                                                    CONTACT:  JOANNE SWARTZ
                                                              SR. VP ADVERTISING
                                                              (713) 669-2871

                                                              MAGGI JONES
                                                              PUBLIC RELATIONS
                                                              (713) 524-7626

                     HOUSTON BASED SPECIALTY RETAILERS, INC.
                PARENT COMPANY OF PALAIS ROYAL, BEALLS AND STAGE
                              ACQUIRES UHLMANS INC.

HOUSTON, Texas -- Carl Tooker, President and Chief Executive Officer of
Specialty Retailers, Inc. (SRI) announced today the acquisition of Uhlmans Inc.
(Uhlmans) a privately held apparel retailer based in Bowling Green, Ohio with
locations in Ohio, Indiana and Michigan. For the year ended February 3, 1996,
Uhlmans had sales of $60.0 million. The closing on this transaction is expected
to occur before June 3, 1996 subject to certain terms and conditions. The
acquisition of Uhlmans will add 34 strategically located stores to the SRI group
which are of similar size and merchandise content making this acquisition
compatible with SRI's retailing concept and growth initiatives.

Focusing on the superb fit of the acquisition and SRI's continued commitment to
Uhlmans already established customer base, Tooker added "We are delighted to
acquire these stores, whose size and mix of merchandise runs so parallel to our
own. Like Ulhmans, SRI will continue to offer quality branded fashion apparel
for the whole family, with an emphasis on the superior service that has
distinguished us in our other markets".

The Uhlmans acquisition will bring the total store count to 302, now with a
strong presence in 16 states.

SRI currently operates 268 stores in 13 states throughout the central United
States under the names of "Bealls", "Palais Royal" and "Stage". In 1995, SRI
opened 68 stores and will open 18 new stores totaling 320 by year's end. Stores
range from 8,000 to 59,000 square feet with an average store size of 23,000
square feet. All stores offer branded and private label fashion apparel,
accessories and shoes for women, men and children.