S-8

As filed with the Securities and Exchange Commission on June 10, 2008.

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

STAGE STORES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	91-1826900
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
10201 Main Street, Houston, Texas	77025
(Address of Principal Executive Offices)	(Zip Code)

STAGE STORES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

(Full Title of the Plan)

Edward J. Record Executive Vice President and Chief Financial Officer 10201 Main Street, Houston, Texas 77025 (Name and Address of Agent For Service) (800) 579-2302 (Telephone Number, Including Area Code, of Agent For Service ) Copies to: Philip B. Sears, Esq. McAfee & Taft, P.C. 211 North Robinson Oklahoma City, OK 73102    

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

(Do not check if a smaller reporting company)

Calculation of Registration Fee

Title of Securities To Be Registered	Amount To Be Registered			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Deferred Compensation Obligations(1)	$	40,000,000			100	%	$	40,000,000		$	1,572.00
Common Stock, par value $0.01 per share		100,000	(2)	$	14.17	(3)	$	1,417,000	(3)	$	56.00
										$	1,628.00

(1) The Deferred Compensation Obligations are unsecured obligations of Stage Stores, Inc. to pay deferred compensation in the future in accordance with the terms of the Stage Stores, Inc. Nonqualified Deferred Compensation Plan.

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover such indeterminable number of additional shares as may be issued as a result of an adjustment in the shares in the event of a stock split, stock dividend, or similar capital adjustment

(3) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. Pursuant to Rule 457(h), this estimate is based upon the average of the high and low prices of our common stock, par value $0.01 per share, on June 5, 2008, as reported on the New York Stock Exchange.

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TABLE OF CONTENTS

PART I
	Item 1. Plan Information
	Item 2. Registration Information and Employee Plan Annual Information
PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
Stage Stores, Inc. Nonqualified Deferred Compensation Plan
Opinion of  McAfee & Taft A Professional Corporation
Consent of Deloitte & Touche LLP

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registration Information and Employee Plan Annual Information.*

* Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents we filed with the Securities and Exchange Commission (the “Commission”) (File No. 001-14035) are incorporated in and made a part of this Registration Statement by reference:

1. Our Annual Report on Form 10-K for the fiscal year ended February 2, 2008, filed on April 1, 2008;

2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2008, filed on June 6, 2008; and

3. Our Current Reports on Form 8-K (excluding any information furnished under Items 2.02 or 7.01 thereof) filed February 5, 2008, February 8, 2008, March 3, 2008, March 4, 2008, March 7, 2008, March 11, 2008, March 13, 2008, March 19, 2008,  April 3, 2008, April 11, 2008, April 24, 2008, May 9, 2008, May 19, 2008,  May 23, 2008, May 30, 2008, June 5, 2008 and June 9, 2008.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of those documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Deferred Compensation Obligations

The Deferred Compensation Obligations registered pursuant to this Registration Statement (the “Obligations”) are unsecured general obligations of Stage Stores, Inc. to pay the value of deferred compensation accounts in accordance  with the terms and conditions of the Stage Stores, Inc. Nonqualified Deferred Compensation Plan (the “Plan”).  The following brief description of the Obligations is qualified in its entirety by reference to the terms and conditions of the Plan, which is filed as Exhibit 4.4 to this Registration Statement and incorporated herein by reference.  Unless defined herein, capitalized terms shall have the meaning given them in the Plan.

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The Plan provides our executive officers, certain other officers and key employees (a “Participant”) with the opportunity participate in a deferred compensation program that is not qualified under the Internal Revenue Code of 1986, as amended (the “Code”).  Generally the Code and the Employment Retirement Income Security Act of 1974, as amended, restrict contributions to a 401(k) plan by highly compensated employees.  The Plan is intended to allow Participants to defer income on a pre-tax basis.

The Plan is administered by a committee appointed by our Board of Directors (the “Committee”). The Committee has the authority, subject to the provisions of the Plan, to establish, adopt and revise such rules and regulations, to provide and modify administrative forms, and to make all such determinations relating to the Plan as it may deem necessary or appropriate for the administration of the Plan.  The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or any agreement or document related to the Plan in the manner and to the extent the Committee deems necessary or appropriate to carry the Plan into effect.  The Committee’s interpretation of the Plan, and all decisions and determinations by the Committee with respect to the Plan, will be final and binding on all parties.  The Committee may delegate any of its powers or responsibilities to one or more members of the Committee or any other person or entity.

The Committee establishes and maintains an Employee Account and an Employer Account for each Participant.  The Committee credits, as a bookkeeping entry, the amount of each Employee Contribution made on behalf of a Participant to that Participant’s Employee Account as soon as administratively feasible following the applicable deferral.  The Committee credits, as a bookkeeping entry, the amount of each Employer Contribution made on behalf of a Participant to that Participant’s Employer Account at such times as determined by the Committee.

The Committee has the authority to determine investment options available for selection by Participants. Each Participant currently has the opportunity to allocate the investment of the funds in his or her Participant Employee Account among fourteen investment options, including our common stock (the “Company Stock Investment Option”).  In the case of the Company Stock Investment Option, the Plan provides the opportunity for increased pre-tax shareholding.

Under the Plan, Participants may defer up to 50% of their base salary and up to 100% of their bonus and earn a rate of return based on actual investments chosen by each participant.  We have established a grantor trust for the purposes of holding assets to provide benefits to the Participants and, in the case of the Company Stock Investment Option, to facilitate the collection of funds and the purchase of our common stock on the open market at prevailing market rates.

We will match 100% of each Participant’s contributions, up to 10% of the sum of the Participant’s base salary and bonus.  We may, in our sole discretion, make additional contributions in any amount with respect to any Participant as we determine in our sole discretion. Contributions made by a Participant and matching contributions we make are 100% vested at the time they are made.

With the exception of the Company Stock Investment Option, Participants may reallocate their account balances among the available investment options on a daily basis.  With respect to the Company Stock Investment Option, once our common stock has been credited to a Participant’s Employee Account or a Participant’s Employer Account, as the case may be, it may not be transferred or liquidated by the Participant and must remain in the Participant’s Employee Account or the Participant’s Employer Account, as the case may be, until such date as the Participant is no longer our employee and for a period of six (6) months thereafter, at which time the common stock will be transferred to the Participant’s personal brokerage account, as designated at that time by the Participant.

Except for debts owed us by a Participant or a beneficiary of a Participant, no amounts payable or to become payable under the Plan to a Participant or a beneficiary of a Participant shall be subject in any manner to sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to sell, transfer, assign, pledge, encumber or charge the same by a Participant or a beneficiary of a Participant prior to distribution as provided in the Plan will be null and void.

Unless distributed under a hardship distribution, we will distribute a Participant’s Vested Account in the manner set forth in the Plan upon the earlier to occur of the following events: (i) Separation from Service; (ii) Disability; (iii) death or (iv) Change in Control.  A Participant’s Vested Account will be debited in the amount of any distribution made therefrom as of the date of the distribution.

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Description of Common Stock

In addition to the deferred compensation obligations which are being registered pursuant to this Registration Statement, this Registration statement also registers the shares of our common stock that may be issued under the Plan in accordance with the terms and conditions of the Plan.  Our common stock has been registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Nevada Revised Statures

Section 78.7502 of the Nevada Revised Statutes (the “NRS”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he is not adjudged liable to the corporation, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. Section 78.7502 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he is not adjudged liable to the corporation, and if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

Amended and Restated Bylaws

As permitted by the NRS, Article 5 of our Amended and Restated Bylaws provides that so long as he is not adjudged liable to us we will indemnify any individual made a party to a proceeding because the individual is or was a director or officer against liability and expenses incurred in the proceeding, but only if the individual demonstrates that (a) he or she conducted himself or herself in good faith, and (b) he or she reasonably believed (i) in the case of conduct in his or her official capacity with us, that his or her conduct was in our best interests, (ii) in all other cases, that his or her conduct was at least not opposed to our best interests, and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

Insurance

We have purchased director and officer liability insurance which insures us for amounts which we are required or permitted to pay as indemnification of directors and certain officers and which insures directors and certain officers against certain liabilities which might be incurred by them in those capacities and for which they are not entitled to indemnification by us.

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Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits to this Registration Statement are listed in the Exhibit Index of this Registration Statement, which index is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 10th day of June, 2008.

STAGE STORES, INC.
By:	/s/ James R. Scarborough
	James R. Scarborough
	Chief Executive Officer
	(Principal Executive Officer)
STAGE STORES, INC.
By:	/s/ Edward J. Record
	Edward J. Record
	Executive Vice President and Chief Financial
	Officer
	(Principal Financial Officer)
STAGE STORES, INC.
By:	/s/ Richard E. Stasyszen
	Richard E. Stasyszen
	Senior Vice President, Finance and Controller
	(Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

*	Director	June 10, 2008	*	Director	June 10, 2008
Alan J. Barocas			William J. Montgoris
*	Director	June 10, 2008	*	Director	June 10, 2008
Michael L. Glazer			Sharon B. Mosse
/s/ Andrew T. Hall	Director	June 10, 2008	/s/ James R. Scarborough	Director	June 10, 2008
Andrew T. Hall			James R. Scarborough
*	Director	June 10, 2008	*	Director	June 10, 2008
John T. Mentzer			David Y. Schwartz
*	Director	June 10, 2008
Margaret T. Monaco

(Constituting a majority of the Board of Directors)
	*By:	/s/ Edward J. Record
		Edward J. Record
		Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of Stage Stores, Inc. dated June 7, 2007 are incorporated by reference to Exhibit 3.1 of Stage Stores’ Quarterly Report on Form 10-Q (Commission File No. 1-14035) filed September 12, 2007.
4.2	Amended and Restated Bylaws of Stage Stores, Inc. dated March 28, 2007 are incorporated by reference to Exhibit 3.3 of Stage Stores’ Annual Report on Form 10-K (Commission File No, 1-14035) filed April 3, 2007.
4.3	Form of Common Stock Certificate of Stage Stores, Inc. is incorporated by reference to Exhibit 4.1 of Stage Stores’ Registration Statement on Form 10 (Commission File No. 000-21011) filed October 29, 2001.
4.4*	Stage Stores, Inc. Nonqualified Deferred Compensation Plan
5.1*	Opinion of McAfee & Taft A Professional Corporation
23.1*	Consent of Deloitte & Touche LLP
23.2*	Consent of McAfee & Taft A Professional Corporation (included as part of Exhibit 5.1)
24.1*	Power of Attorney

*   Filed herewith.

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EX-4.4

EXHIBIT 4.4

STAGE STORES, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

as Amended and Restated

ARTICLE I

Purpose

1.1.           Purpose of Plan.  The purpose of the Stage Stores, Inc. Nonqualified Deferred Compensation Plan (the “Plan”) is to advance the interests of Specialty Retailers, Inc. (the “Employer”) and Stage Stores, Inc. and its subsidiaries and affiliates (hereinafter sometimes collectively or individually referred to as the “Company”), and of its owners by attracting and retaining in its employ highly qualified individuals for the successful conduct of its business.  The Company hopes to accomplish these objectives by helping to provide for the retirement of its key employees selected to participate in the Plan.

1.2.           ERISA Status.  The Plan is intended to qualify for certain exemptions under Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), provided for plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

1.3.           Effective Date.  This Plan was adopted effective January 1, 2002.  The Company hereby amends and restates the Plan effective June 5, 2008.  This amendment and restatement only applies to the amounts deferred under the Plan on or after January 1, 2005, and to amounts deferred prior to January 1, 2005 that were not vested as of December 31, 2004.  Amounts deferred under the Plan prior to January 1, 2005 that were vested as of December 31, 2004 (the “Grandfathered Amounts”) shall be subject to the provisions of the Plan as in effect on October 3, 2004.  It is intended that the Grandfathered Amounts are to remain exempt from the requirements of Section 409A of the Code.

1.4.           Grantor Trust.  The Company may, but is not obligated, to establish at any time, in its sole discretion, a grantor trust to be utilized in conjunction with this Plan.

1.5.           Selection of Participants.  With respect to each Plan Year or portion thereof, the Committee shall select, in its discretion, those employees of the Company approved to participate in the Plan, which individuals will then become Participants hereunder.

ARTICLE II

Definitions

2.1.           “Account” means collectively the Participant’s Employer Account and the Participant’s Employee Account.

2.2.           “Beneficiary” means the person designated by each Participant, on a form provided by the Committee for this purpose, to receive the Participant’s distribution under this Plan in the event of the Participant’s death prior to receiving complete payment of his Vested Account.  In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, “Beneficiary” means the Participant’s spouse or, if there is no spouse on the date of Participant’s death, the Participant’s estate.

2.3.           “Board” means the Board of Directors of the Company or the board of directors of a company that is a successor to the Company.

2.4.           “Bonus” means any merit bonus paid to a Participant under any plan, policy or program of the Company providing for the payment of bonuses to employees, without taking into account any reductions of such Bonus (e.g., 401(k) Plan reductions, etc.).

2.5.           “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;

(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.

2.6.           “Code” means the Internal Revenue Code of 1986, as amended.

2.7.           “Committee” means the committee appointed by the Employer to administer the Plan.

2.8.           “Compensation” means the base compensation paid by the Company to a Participant for services rendered while a Participant, including but not limited to, regular base salary, any amounts deferred by the Participant under this Plan, elective contributions made on the Participant’s behalf pursuant to a 401(k) Plan or a plan maintained under Section 125 of the Code, and any other reductions of such Participant’s remuneration, but excluding any Bonus.

2.9.           “Deemed Investments” means, with respect to any Account, the hypothetical investment options with respect to which such Account is deemed to be invested for purposes of determining the value of such Account under this Plan.

2.10.         “Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months.  The Committee shall determine whether the Participant meets this criteria in accordance with Section 409A of the Code.  Provided, a Participant will be deemed to be Disabled if the Participant becomes eligible to receive disability benefits under the long-term disability benefit plan sponsored by the Company.

2.11.         “Employee Account” means the bookkeeping account maintained by the Committee reflecting each Participant’s Employee Contributions, together with any hypothetical income, gain or loss and any payments or distributions attributable to such bookkeeping account.

2.12.         “Employee Contribution” means the Compensation and/or Bonus that is credited, as a bookkeeping entry, to a Participant’s Employee Account pursuant to the provisions of Section 3.2.

2.13.         “Employer Account” means the bookkeeping account maintained by the Committee reflecting each Participant’s Employer Contributions, together with any hypothetical income, gain or loss and any payments or distributions attributable to such bookkeeping account.

2.14.         “Employer Contribution” means the total contributions credited to a Participant’s Employer Account for any one Plan Year pursuant to the provisions of Section 3.1.

2.15.         “401(k) Plan” means the Stage Stores, Inc. 401(k) Plan.

2.16.         “Hardship” means an unforeseeable financial emergency which is a severe financial hardship to the Participant resulting from a sudden and unexpected loss or accident of the Participant or of a dependent of the Participant, a loss of the Participant due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.17.         “Participant” means an employee of the Company who has been selected to participate in the Plan.

2.18.         “Plan” means this Stage Stores Nonqualified Deferred Compensation Plan and any amendments hereto.

2.19.         “Plan Year” means the 12-month period beginning January 1 and ending December 31.

2.20.         “Separation from Service” means a Participant incurs a Separation from Service upon termination of employment with the Company.  Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A.

2.21.         “Specified Employee” means those employees of the Company who are determined by the Committee to be a “specified employee” in accordance with I.R.C. §409A and the regulations promulgated thereunder.

2.22.         “Vested Account” means the sum of the Participant’s Vested Employer Account and the Participant’s Employee Account.

2.23.         “Vested Employer Account” means the Employer Account multiplied by the Vested Percentage.

2.24.         “Vested Percentage” means the percentage as to which a Participant is vested in his or her Employer Account as determined under Section 4.4.

ARTICLE III

Contributions

3.1.           Employer Contributions.  For each Plan Year for which a Participant elects to make Employee Contributions, the Company shall credit, as a bookkeeping entry to such Participant’s Employer Account, an Employer Contribution in an amount as described herein.  For the 2002 Plan Year, the Employer Contribution shall be equal to one dollar for every dollar credited as an Employee Contribution up to ten percent (10%) of the Participant’s Compensation and 10% of the Participant’s Bonus paid in such Plan Year; or such greater percentage as determined in the sole discretion of the Committee.  For subsequent Plan Years, the Committee shall provide advance written notice to Participants of the amount of such Employer Contribution for such Plan Year.

In addition, the Company may, in its sole discretion, make an additional Employer Contribution in any amount with respect to any Participant as it shall determine in its sole discretion.

Employer Contributions shall be credited to the Participant’s Employer Account at such time as the Committee may prescribe.

3.2.           Employee Contributions/Deferrals.  For each Plan Year, the Committee may, in its sole discretion, allow a Participant to elect to defer the present payment by the Company of up to fifty percent (50%) of the Participant’s Compensation otherwise paid during such Plan Year, and up to one hundred percent (100%) of the Participant’s Bonus otherwise earned during such Plan Year, and instead, have that amount credited as a bookkeeping entry to the Participant’s Employee Account. The Compensation and/or Bonus otherwise payable to the Participant shall be reduced by the amount of such Participant’s Employee Contribution that the Participant deferred on an applicable deferral election.

3.3.           Manner of Deferral Election.  The Committee shall prescribe, in its sole discretion, the procedures, limitations and timing requirements, for Employee Contribution elections in compliance with Section 409A of the Code.  Elections to make Employee Contributions shall be in writing, on a form supplied by the Committee, and shall be irrevocable (except as otherwise provided in the Plan) for the applicable period to which it relates.  Elections to make Employee Contributions must be filed before December 31 of the year immediately preceding the Plan Year in which the election is to apply.  Such Employee Contribution election shall remain in force and effect for the applicable period to which such election relates and all subsequent Plan Years he/she is a Participant unless revoked prior to December 31 of the year immediately preceding the Plan Year in which the revocation is to apply.

ARTICLE IV

Accounts

4.1.           Employer Accounts.  The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Employer Account.  The Committee shall credit, as a bookkeeping entry, the amount of each Employer Contribution made on behalf of a Participant to such Participant’s Employer Account at such times as determined by the Committee.  The Committee shall further adjust the Participant’s Employer Account with any hypothetical income, gain or loss and any payments or distributions attributable to such Account on a daily basis, or at such other times as it shall determine.  The Company shall not be required to segregate any of its assets with respect to the Employer Accounts, nor shall any provision of the Plan be construed as constituting such segregation.

4.2.           Employee Accounts.  The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Employee Account.  The Committee shall credit, as a bookkeeping entry, the amount of each Employee Contribution made on behalf of a Participant to such Participant’s Employee Account as soon as administratively feasible following the applicable deferral.  The Committee shall further adjust the Participant’s Employee Account with any hypothetical income, gain or loss and any payments or distributions attributable to such Account on a daily basis, or at such other times as it shall determine.  The Company shall not be required to segregate any of its assets with respect to the Employee Accounts, nor shall any provision of the Plan be construed as constituting such segregation.

4.3.           Hypothetical Accruals to the Account.  In accordance with procedures established by the Committee, the Participant may designate the Deemed Investments with respect to which his or her Account shall be deemed to be invested.  If a Participant fails to make a proper designation, then his Account shall be deemed invested in the Deemed Investments designated by the Committee in a uniformly non-discriminatory manner.  A Participant may change such designation with respect to future Employer Contributions and Employee Contributions, as well as with respect to amounts already credited to his Account, provided such change(s) are made in accordance with the procedures established by the Committee.  A copy of any available prospectus or other disclosure materials for each of the Deemed Investments shall be made available to each Participant upon request.  The Committee shall determine from time to time each of the Deemed Investments made available under the Plan and may change any such determinations at any time.  Nothing herein shall obligate the Company to invest any part of its assets in any of the investment vehicles serving as the Deemed Investments.

4.4.           Vesting: Employer Account.  Employer Contributions shall be 100% vested.

4.5.           Vesting:  Employee Account.  Employee Contributions shall be 100% vested.

4.6.           Nature and Source of Payments.  The obligation to make distributions under this Plan with respect to each Participant shall constitute a liability of the Company to the Participant and any Beneficiary in accordance with the terms of this Plan.  All distributions payable hereunder shall be made from the general assets of the Company, and nothing herein shall be deemed to create a trust of any kind between the Company and any Participant or other person.  No special or separate fund need be established nor need any other segregation of assets be made to assure that distributions will be made under this Plan.  No Participant or Beneficiary shall have any interest in any particular asset of the Company by virtue of the existence of this Plan.  Each Participant and Beneficiary shall be an unsecured general creditor of the Company.

4.7.           Statements to Participants.  Periodically as determined by the Committee, but not less frequently than annually, the Committee shall transmit to each Participant a written statement regarding the Participant’s Account for the period beginning on the date following the effective date of the preceding statement and ending on the effective date of the current statement.

ARTICLE V

Distributions

5.1.           Distribution Events.  Unless distributed under a hardship distribution, the Company shall distribute a Participant’s Vested Account in the manner set forth in this Article V upon the earlier to occur of the following events: (i) Separation from Service; (ii) Disability; (iii) death or (iv) Change in Control.  A Participant’s Vested Account shall be debited in the amount of any distribution made therefrom as of the date of the distribution.

5.2.           Distribution Elections.  Subject to rules established by the Committee, a Participant shall file a distribution election directing how his Vested Account shall be distributed (lump sum or annual installments over 2-5 years) following his Separation from Service with the Company.  Such distribution election must be made on a form supplied by the Committee for that purpose.  To be effective, such distribution election must be filed prior to the beginning of the Plan Year in which the amount is deferred.  If no effective election form exists the distribution will be in the form of a lump-sum payment equal to the Participant’s Vested Account.

5.3.           Distribution Upon Separation from Service.  Upon a Participant’s Separation from Service with the Company, distribution shall commence within 30 days following the first day of the seventh month following the Participant’s Separation from Service.  Such distribution(s) shall be in the form specified on the applicable distribution election form.

5.4.           Distribution Upon a Change of Control.  Plan Account balances will become payable in the form of a lump sum within 30 days of the effective date of a Change of Control.

5.5.           Distribution Upon Death.  If a Participant dies with a balance credited to the Participant’s Account, such balance shall be paid to the Participant’s Beneficiary.  If the Participant dies prior to the time of payment of the Account, the then current balance of each of the Participant’s Account or subaccount shall be paid to the Participant’s Beneficiary in a lump sum commencing within 90 days of the date of the Participant’s death.  If payment of a Participant’s Account has commenced as of the date of the Participant’s death, the then current balance of each Account or subaccount payable to a Beneficiary shall be paid under the method designated for the payment of such amount by the Participant commencing within 90 days of the date of the Participant’s death.  Each Beneficiary of a deceased Participant who is eligible to receive payments under this Section shall have the amounts to be paid to such Beneficiary allocated to a subaccount in the name of the Beneficiary under the deceased Participant’s Account.  Such subaccount shall be adjusted from time to time as provided in Article IV.

5.6.           Distribution Upon Disability.  Upon a Participant’s Disability, distribution of Participant’s Account shall commence within 30 days of the date of Disability.  Such distribution(s) shall be made in the form specified in the applicable election form.  In the absence of an effective distribution election, payment will be made in the form of a lump sum.

5.7.           Continuation of Hypothetical Accruals to the Vested Account after Commencement of Distributions.  If a Participant’s Vested Account is to be distributed in a form other than a lump sum, then such Vested Account shall continue to be adjusted for hypothetical income, gain or loss and any payment or distributions attributable to the Vested Account as described in Section 4.1, 4.2, and 4.3, until the entire Vested Account has been distributed.

5.8.           Hardship Distribution.  In the event that the Committee, upon the written request of a Participant, determines in its sole discretion that such Participant has incurred a Hardship, such Participant shall be entitled to receive a distribution of some (or all) of the Participant’s Accounts, in an amount not to exceed the lesser of (a) the amount determined by the Committee as necessary to meet such Participant’s needs created by such Hardship or (b) the then value of such Participant’s Vested Accounts.  Such amount shall be paid in a single lump sum payment as soon as administratively practicable after the Committee has made its determination with respect to the availability and amount of such Hardship benefit.  Any Hardship distribution shall cause the Participant to be suspended from participation in the Plan with respect to future contributions for twelve (12) months following such Hardship distribution.

5.9.           Payment to Specified Employees Upon Separation From Service.  In no event shall a Specified Employee receive a payment under this Plan following a Separation from Service prior to the first business day of the seventh month following the date of Separation from Service.

5.10.         Changes in Method of Payment.  The method of payment may be changed from time to time by the Participant, but in no event will such change be considered valid if the change occurs within the twelve-month period prior to the date payment would have otherwise commenced.  Any requests to change the method of payment will not take effect for twelve months following the date it is received by the Committee and the first payment with respect to such election is deferred for a period of five years from the date such payment would otherwise have been made.  Provided, however, during the 2008 Plan Year, distribution elections may be revised without the limitations contained in this Section 5.10 so long as such change is made in accordance with the transition guidance contained in Notice 2006-79.

5.11.         Beneficiary Designations.  A Participant shall designate on a beneficiary designation form a Beneficiary who, upon the Participant’s death, will receive payments that otherwise would have been paid to him under the Plan.  All Beneficiary designations shall be in writing.  Any such designation shall be effective only if and when delivered to the Committee during the lifetime of the Participant.  A Participant may change a Beneficiary or Beneficiaries by filing a new beneficiary designation form.  The latest beneficiary designation form shall apply to the combined Accounts and subaccounts of the Participant.  If a Beneficiary of a Participant predeceases the Participant, the designation of such Beneficiary shall be void.  If a Beneficiary to whom benefits under the Plan remain unpaid dies after the Participant and the Participant failed to specify a contingent Beneficiary on the appropriate beneficiary designation form, the remainder of such death benefit payments shall be paid to such Beneficiary’s estate. If a Participant fails to designate a Beneficiary with respect to any death benefit payments or if such designation is ineffective, in whole or in part, any payment that otherwise would have been paid to such Participant shall be paid to the Participant’s estate.

ARTICLE VI

Committee

6.1.           Authority.  The Committee shall have the authority, subject to the provisions of the Plan, to establish, adopt and revise such rules and regulations, to provide and modify administrative forms, and to make all such determinations relating to the Plan as it may deem necessary or appropriate for the administration of the Plan.  The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or any agreement or document related to this Plan in the manner and to the extent the Committee deems necessary or appropriate to carry this Plan into effect.  The Committee’s interpretation of the Plan, and all decisions and determinations by the Committee with respect to the Plan, shall be final and binding on all parties.

6.2.           Delegation of Authority.  The Committee may delegate any of its powers or responsibilities to one or more members of the Committee or any other person or entity.

6.3.           Procedures.  The Committee may establish procedures to conduct its operations and to carry out its rights and duties under the Plan.

6.4.           Compensation and Expenses.  The members of the Committee shall serve without compensation for their services, but all expenses of the Committee and all other expenses incurred in administering the Plan shall be paid by the Company.

6.5.           Indemnification.  The Company shall indemnify the members of the Committee and/or any of their delegates against the reasonable expenses, including attorneys’ fees, actually and appropriately incurred by them in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereto, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) and against all amounts paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in a suit of final adjudication that such Committee member is liable for fraud, deliberate dishonesty or willful misconduct in the performance of his duties; provided that within 30 days after the institution of any such action, suit or proceeding a Committee member has offered in writing to allow the Company, at its own expense, to handle and defend any such action, suit or proceeding.  To the extent the Company elects to handle and defend any such action, suit or proceeding, this indemnity shall not apply to any legal fees or expenses incurred thereafter by any Committee member unless the Company in writing specifically authorizes such legal fees.

ARTICLE VII

Amendment and Termination

7.1.           Power to Amend and/or Terminate Reserved.  The Company retains the unilateral power to amend the Plan, or to terminate the Plan at any time.  Without the consent of affected Participants or Beneficiaries, no such amendment or termination shall adversely affect any Participants or Beneficiaries with respect to their right to receive the value of the applicable Vested Accounts, determined as of the later of the date that the Plan amendment or termination is adopted or by its terms to be effective.  Notwithstanding the foregoing, the following special provisions shall apply:

    (a)           Termination in the Discretion of the Company.  Except as otherwise provided in Section 7.1(b), the Company in its discretion may terminate the Plan and distribute benefits to Participants subject to the following requirements and any others specified under Section 409A of the Code:

(i)             All arrangements sponsored by the Company that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations are terminated.

(ii)            No payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination date.

(iii)           All benefits under the Plan are paid within 24 months of the termination date.

(iv)           The Company does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral of compensation at any time within 3 years following the date of termination of the Plan.

(v)            The termination does not occur proximate to a downturn in the financial health of the Company.

    (b)           Termination Upon Change in Control Event.  If the Company terminates the Plan within thirty days preceding or twelve months following a Change in Control Event, the Account of each Participant shall become fully vested and payable to the Participant in a lump sum within twelve months following the date of termination, subject to the requirements of Section 409A of the Code.

ARTICLE VIII

Miscellaneous

8.1.           Plan Does Not Affect the Rights of Employee.  Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the employment of the Company, to interfere with the rights of the Company to discharge any Participant at any time, or to interfere with a Participant’s right to terminate his/her employment at any time.

8.2.           Nonalienation and Nonassignment.  Except for debts owed the Company by a Participant or Beneficiary, no amounts payable or to become payable under the Plan to a Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same by a Participant or Beneficiary prior to distribution as herein provided shall be null and void.

8.3.           Tax Withholding on Payments.  The Company shall have the right to deduct from any payments to a Participant or Beneficiary under the Plan any taxes required by law to be withheld with respect to such payments.

8.4.           FICA Withholding/Employee Contributions/Employer Contributions.  For each payroll period, the Company shall withhold from that portion of the Participant’s Compensation and/or Bonus that is not being deferred under this Plan, the Participant’s share of FICA and other applicable taxes that are required to be withheld with respect to (i) Employee Contributions, and (ii) Employer Contributions as they vest and become subject to such FICA withholding.  To the extent that there are insufficient funds to satisfy all applicable tax withholding requirements in a timely manner, the Company reserves the right to reduce the Participant’s Employee Contributions, or in the absence of such contributions, to withhold from the Participant’s Compensation and/or Bonus.  To the extent there are still insufficient funds to satisfy all such applicable tax withholding requirements, the Participant agrees to timely remit cash funds to the Company sufficient to cover such withholding requirements.

8.5.           Construction.  Unless the context clearly indicates to the contrary, the masculine gender shall include the feminine and neuter, and the singular shall include the plural and vice versa.

8.6.           Applicable Law.  Unless preempted by ERISA, the terms and provisions of the Plan shall be construed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of laws.

8.7.           Successors.  The Plan shall be binding upon the Company and its successors and assigns, in accordance with its terms.

8.8.           Claims Procedure.  A Participant or Beneficiary may make a claim for Plan benefits by filing a written application for benefits with the Committee.  Such application shall set forth the nature of the claim and any other information that the Committee may reasonably request.  The Committee shall notify the applicant of the benefits determination within a reasonable time after receipt of the claim, which shall not exceed 90 days unless special circumstances require an extension of time for processing the claim.  If such an extension is required, written notice of the extension shall be furnished to the applicant prior to the end of the initial 90-day period.  In no event shall such an extension exceed a period of 90 days from the end of the initial period.  The extension notice shall indicate the special circumstances requiring an extension of time, and the date by which a final decision is expected to be rendered.

Notice of a claim denial, in whole or in part, shall be set forth in a manner calculated to be understood by the applicant and shall contain the following:

    (a)            the specific reason or reasons for the denial; and

    (b)            a specific reference to the pertinent Plan provisions on which the denial is based; and

    (c)            a description of any additional material or information necessary for the applicant to perfect the claim and an explanation of why such material or information is necessary; and

    (d)            an explanation of the Plan’s claims review procedure.

Participants shall be given timely written notice of the time limits set forth herein for determinations on claims, appeal of claim denial and decisions on appeal.  If notice of a claim determination is not provided within the applicable time frame described above, the claim shall be deemed denied and the applicant may appeal the denial as set forth below.

If a written claim results in a claim denial, either in whole or in part, the applicant has the right to appeal.  The appeal must be in writing.  The administrative process for appealing a claim is:

    (e)            Upon receipt of a claim denial, a Participant may file a written request, including any additional information supporting the claim, for reconsideration to the Committee within 60 days of receiving notification that the claim is denied.

The Committee normally shall render a decision no later than 60 days following receipt of the request for review.  The Participant may request a formal hearing before the Committee which the Committee may grant in its discretion. Under special circumstances which require an extension of time for rendering a decision (including but not limited to the need to hold a hearing), the decision may be delayed up to 120 days following receipt of the request for review.  If such an extension is required, the Participant will be advised in writing before the extension begins.

The Committee will provide written notice of its final determination.  The notice will include specific reasons for the decision, be written in a manner calculated to be understood by the Participant and make specific reference to the Plan provisions on which it is based.

An appeal will not be considered if it is not filed within the applicable period of time.  If a decision on an appeal is not provided within any applicable time frame described above, the claim shall be deemed denied on appeal.

At any stage in the appeals process, the applicant or his or her designated representative may review pertinent documents, including copies of the Plan document and information relating to the applicant’s entitlement to such benefit, and submit issues and comments in writing.

8.9.          Binding Arbitration.  Any dispute or claim arising out of this Plan or the breach thereof shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, to be conducted in Houston, Texas before an arbitrator selected in accordance with such rules.  Judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof, and shall be binding on the parties.

8.10.        Entire Agreement.  This Plan document constitutes the entire Plan governing the Company, the Employer and the Participant with respect to the subject matters hereof and supercedes all prior written and oral and all contemporaneous written and oral agreements and understandings, with respect to the subject matters herein.  This Plan may not be changed orally, but only by an amendment in writing signed by the Company and the Employer, subject to the provisions in this Plan regarding amendments thereto.

IN WITNESS WHEREOF, the Employer and the Company have caused this Plan to be executed by its duly authorized officer, effective as provided herein.

“EMPLOYER”
Specialty Retailers, Inc.
By:	/s/ Edward J. Record
Name:	Edward J. Record
Title:	Executive Vice President, CFO & Secretary
Date:	June 5, 2008
“COMPANY”
Stage Stores, Inc.
By:	/s/ Edward J. Record
Name:	Edward J. Record
Title:	Executive Vice President, CFO & Secretary
Date:	June 5, 2008

EX-5.1

EXHIBIT 5.1

[Missing Graphic Reference]

June 9, 2008

Stage Stores, Inc.

10201 Main Street

Houston, TX 77025

Re: Stage Stores, Inc. – Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Stage Stores, Inc., a Nevada corporation (the "Company"), in connection with the registration statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration of (i) $40,000,000 of unfunded obligations of the Company to pay deferred compensation and other amounts (the “Deferred Compensation Obligations”), which may be issued pursuant to the Stage Stores, Inc. Nonqualified Deferred Compensation Plan (the “Plan”), and (ii) 100,000 shares of the Company’s common stock, par value $.01 per share, which may be issued pursuant to the Plan (the “Shares”). The Deferred Compensation Obligations and the Shares are collectively referred to herein as the “Securities”.

In rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of the opinions, including: (i) the Company’s Amended and Restated Articles of Incorporation, (ii) the Company’s Amended and Restated Bylaws, (iii) the applicable minutes of meetings or consents in lieu of meetings of the Company’s Board of Directors (the “Board”) and the Compensation Committee of the Board, and (iv) the Plan.

In rendering the opinions expressed herein, we have also assumed: (i) the genuineness of all signatures, (ii) the legal capacity and competency of all natural persons, (iii) the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies, (iv) the correctness and accuracy of all facts set forth in this opinion letter, and (v) compliance in the future with the terms of the Plan by the Company and its employees, officers, the Board and any committees appointed to administer the Plan.

Based upon and subject to the foregoing and subject to the exceptions, qualifications and limitations set forth below, we are of the opinion that:

1. The Securities have been duly authorized;

2. When issued in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid and non-assessable; and

3. The Deferred Compensation Obligations will be the binding obligations of the Company.

June 9, 2008

Stage Stores, Inc.

Registration Statement on Form S-8

Page 2

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium or other similar law affecting creditors’ rights generally, (ii) by general principles of equity, regardless of whether that enforceability is considered in a proceeding in equity or at law, and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

We are members of the Bar of the State of Oklahoma and the foregoing opinions are limited to the laws of the State of Oklahoma, the federal laws of the United States of America, and the Nevada Revised Statutes. We express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign, or to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ McAfee & Taft A Professional Corporation

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2008, relating to the financial statements of Stage Stores, Inc., and subsidiary (the “Company”) and the effectiveness of Stage Stores, Inc.'s internal control over financial reporting (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the change in the method of accounting for merchandise inventories, the change in the method of accounting for certain distribution center costs, and the Company’s adoption of Statement of Financial Accounting Standard (“SFAS”) No. 123(R), Share-Based Payments, on January 29, 2006; SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, on February 3, 2007; and Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of SFAS No. 109 on February 4, 2007) appearing in the Annual Report on Form 10-K of Stage Stores, Inc. and subsidiary for the year ended February 2, 2008.

/s/DELOITTE & TOUCHE LLP

Houston, Texas

June 9, 2008

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a Director of Stage Stores, Inc., a Nevada corporation (the "Company"), hereby constitutes and appoints James Scarborough and Edward Record and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead in any and all capacities, to sign a Registration Statement under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or either of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to the Registration Statement, for the registration of securities in connection with the addition of the Company’s common stock as an investment option to the Stage Stores, Inc. Deferred Compensation Plan dated January 1, 2002, as may be amended from time to time, in such forms as they or either of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that the Registration Statement shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them or their substitute, might lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has signed this Power of Attorney as of the 28th day of March, 2008.

/s/ Alan J. Barocas	/s/ Margaret T. Monaco
Alan J. Barocas, Director	Margaret T. Monaco, Director
/s/ Michael L. Glazer	/s/ William J. Montgoris
Michael L. Glazer, Director	William J. Montgoris, Director
/s/ Andrew T. Hall	/s/ Sharon B. Mosse
Andrew T. Hall, Director	Sharon B. Mosse, Director
/s/ John T. Mentzer	/s/ David Y. Schwartz
John T. Mentzer, Director	David Y. Schwartz, Director