SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) 
                  of the Securities Exchange Act of 1934


Filed by the Registrant  [  ]
Filed by a Party other than the Registrant  [ x]

Check the appropriate box:
[  ] Preliminary Proxy Statement
[  ] Definitive Proxy Statement
[x ] Definitive Additional Materials
[  ] Soliciting Material Pursuant to Section 240.14a-11(c) or 
     Section 240.14a-12

                         Hills Stores Company
                                                  
             (Name of Registrant as Specified In Its Charter)

                        Dickstein Partners Inc.    
                                         
                (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[  ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
     or 14a-6(i)(2).
[  ] $500 per each party to the controversy pursuant to Exchange
     Act Rule 14a-6(i)(3).
[  ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4)
     and 0-11.

     1)   Title of each class of securities to which transaction
applies:

                                                                
                             

     2)   Aggregate number of securities to which transaction
applies:

                                                                 

                                         

     3)   Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: 1/

                                                                 

     4)   Proposed maximum aggregate value of transaction:


1/        Set forth the amount on which the filing fee is
          calculated and state how it was determined.




                                                                 

                                         

[  ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the
offsetting fee was paid previously.  Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.

          1)   Amount Previously Paid:

                                                                 

                                     
                                                                 

                                        

          2)   Form, Schedule or Registration Statement No.:

                                                                 

                                     


          3)   Filing Party:

                                                                 

                                     


          4)   Date Filed:

                                                                 

                                     
          


News Release                            MACKENZIE
                                        PARTNERS, INC.
CONTACT:                                156 FIFTH AVENUE
Daniel H. Burch                         NEW YORK, NY  10010
212-929-5748                            212 929-5500
                                        FAX 212 929-0308

                                        

FOR IMMEDIATE RELEASE:


                  DICKSTEIN PARTNERS ANNOUNCES NEW EARLY
               CONSENT DUE DATE IN HILLS STORES SOLICITATION

     New York, New York, September 9, 1994 -- Dickstein Partners
Inc. has announced that, as of the close of business yesterday, it
had not yet obtained the requisite consents to replace half of
the directors of Hills Stores Company (NYSE:HDS) pursuant to the
consent solicitation initiated by Dickstein last month.  Although
Dickstein has until October 15 to complete the solicitation,
Dickstein had originally requested that brokerage firms and other
institutional nominees endeavor to respond by an "early consent
due date" of September 8.

     According to Hills' counter-solicitation materials dated
September 3, the Hills Board has undertaken that, "by the middle
of September ... the Board will consider whether any changes in
the Company's operating or strategic plans are appropriate, and
will apprise all stockholders of the Board's decision."  Further,
Dickstein understands that, in response to Dickstein's proposal
for enhancing shareholder value, Hills has told shareholders that
it will unveil its own proposal on that subject by September 16.

     In order to accommodate those shareholders who desire the
opportunity to assess the Company's imminent response to the
Dickstein proposal, Dickstein is now targeting September 26 as
its next early consent due date.  Consents received by Dickstein
may, however, be submitted to the Company before or after that
date.


     In a separate development, Dickstein Partners announced that Hills
has dropped the lawsuit it filed two weeks ago against Dickstein
and its nominees.  The suit was withdrawn hours before Hills was to
produce its own directors for questioning by Dickstein's counsel.
In Dickstein's view, Hills' withdrawal of its action confirms that
the lawsuit was a meritless delaying tactic.