SC 13D/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                              Amendment No. 19
                                    to
                               SCHEDULE 13D


                 Under the Securities Exchange Act of 1934


                           Hills Stores Company
                             (Name of Issuer)


                        Common Stock, $.01 par value 
                      (Title of Class of Securities)



                                431692102           
                               (CUSIP Number)



                           David P. Levin, Esq.
             Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
                             919 Third Avenue
                         New York, New York  10022
                              (212) 715-9100             
                  (Name, Address and Telephone Number of
                   Person Authorized to Receive Notices
                            and Communications)


                                July 20, 1995  
                   (Date of Event which Requires Filing
                            of this Statement)


If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box:  /_/


Check the following box if a fee is being paid with this
statement:  /_/

                            Page 1 of 5 pages

PAGE

                      Amendment No. 19 to Schedule 13D

          This Statement amends the Schedule 13D, dated May 6,
1994, as amended on July 22, 1994, July 28, 1994, August 11,
1994, August 17, 1994, August 30, 1994, September 21, 1994,
September 26, 1994, February 23, 1995, March 7, 1995, April 27,
1995, May 4, 1995, May 5, 1995, May 12, 1995, May 17, 1995, May
24, 1995, June 6, 1995, June 13, 1995 and June 15, 1995 (the
"Schedule 13D"), filed by Dickstein & Co., L.P., Dickstein
International Limited, Dickstein Focus Fund L.P., Dickstein
Partners, L.P., Dickstein Partners Inc. and Mark Dickstein with
respect to the Common Stock, $.01 par value (the "Common Stock"),
of Hills Stores Company, a Delaware corporation (the "Company"). 
Notwithstanding this Amendment No. 19, the Schedule 13D speaks as
of its date.  Capitalized terms used without definition have the
meanings ascribed to them in the Schedule 13D.

I.  Item 4 of the Schedule 13D, Purpose of Transaction, is hereby
amended by adding the following:

     "On July 5, 1995, the nominees of Dickstein Inc. for
election to the Board of Directors of the Company at the
Company's 1995 Annual Meeting of Shareholders were certified as
the directors of the Company.  On July 20, 1995, Dickstein Inc.
informed the Company that after a review of the actions of the
former Board of Directors in connection with the election of the
Dickstein Inc. nominees and the expense to the Company associated
with those actions, Dickstein Inc. is not currently pursuing its
merger proposal to acquire the Company for $22 per share in cash
and $5 per share of debt securities.  Dickstein Inc. also
informed the Company, however, that depending on the Company's
results for the remainder of the year, Dickstein Inc. may in the
future submit a similar proposal and that, in any event,
Dickstein Inc. remains interested in submitting a proposal to
acquire the Company.  Notwithstanding the interest of Dickstein
Inc. in submitting an acquisition proposal, until such time as
such an acquisition proposal is submitted, the directors of the
Company affiliated with Dickstein Inc. will continue to work with
the other members of the Company's Board of Directors to attempt
to develop the best acquisition proposal from third parties.  A
copy of the Company's press release with respect to this and
other matters is attached hereto as Exhibit 22."


II.  Item 7 of the Schedule 13D, Material to be Filed as
     Exhibits, is amended by adding the following Exhibit:

     "Exhibit 22         Press Release of the Company, issued
                         July 20, 1995."



                               -2-




                                 SIGNATURE

           After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.

Date:  July 20, 1995

                             DICKSTEIN & CO., L.P.

                             By:  Alan Cooper, as Vice President
                             of Dickstein Partners Inc., the
                             general partner of Dickstein
                             Partners, L.P., the general partner
                             of Dickstein & Co., L.P.

                             /s/ Alan Cooper                    
                             Name:  Alan Cooper

                             DICKSTEIN INTERNATIONAL LIMITED

                             By:  Alan Cooper, as Vice President
                             of Dickstein Partners Inc., the
                             agent of Dickstein International
                             Limited

                             /s/ Alan Cooper                    
                             Name:  Alan Cooper

                             DICKSTEIN FOCUS FUND L.P.

                             By:  Alan Cooper, as Vice President
                             of Dickstein Partners Inc., the
                             general partner of Dickstein
                             Partners, L.P., the general partner
                             of Dickstein Focus Fund L.P.

                             /s/ Alan Cooper                    
                             Name:  Alan Cooper

                             DICKSTEIN PARTNERS, L.P.

                             By:  Alan Cooper, as Vice President
                             of Dickstein Partners Inc., the
                             general partner of Dickstein
                             Partners, L.P.

                             /s/ Alan Cooper                    
                             Name:  Alan Cooper

                                -3-

PAGE

                             DICKSTEIN PARTNERS INC.

                             By:  Alan Cooper, as Vice President
                                
                                
                             /s/ Alan Cooper                    
                             Name:  Alan Cooper


                             /s/ Mark Dickstein                 
                             Name:   Mark Dickstein
















                                -4-

EX-22

                                                


                                                      Exhibit 22

FOR IMMEDIATE RELEASE:

CONTACT:                                     
Stan Kay                                     
MacKenzie Partners
212-929-5500                               
                                             
                   HILLS STORES UPDATES ON CHANGE OF
                    CONTROL EVENTS AND SALE PROCESS

          Canton, Mass. (July 20, 1995) -- Hills Stores today
announced that holders of the requisite majority of Hills' 10
1/4% Senior Notes have agreed to grant the consents sought by the
solicitation commenced by Hills on July 17.  Pursuant to the
consent solicitation, the note indenture will be modified (i) to
extend from October 3,1995 until May 5, 1997 the date on which
the bondholders could cause the Company as a result of the July 5
change of control event, to repurchase their bonds and (ii) to
permit Hills to increase its working capital facility to $300
million from the present $225 million.  In return for the support
of these majority noteholders, Hills will amend the solicitation
so that among other things, the change of control put price under
the indenture will be increased from 101% of par to 102% if a
change of control notice is not mailed to noteholders before
January 1, 1997.

          The modified terms of the consent solicitation will be
set forth in revised solicitation materials to be disseminated
later this week.  To allow time for the new materials to be
disseminated, the solicitation will be extended to July 28 and
the record date will be fixed at July 24. The revised
solicitation materials will also be available through MacKenzie
Partners at (800) 322-2885.

          Hills also announced that now that the bondholders have
agreed to provide the requisite consents and that Chemical Bank
has entered into a commitment letter to provide a new $300
million working capital facility, the Company would imminently be
curing the various effects of the July 5 change of control on the
Company's financing arrangements.

          Hills also stated that in response to recent inquiries,
at this time it has no comment as to whether it is currently
involved in any discussions with third parties regarding the
possible acquisition of Hills.

          Hills further announced that it has been informed by
Dickstein Partners that after a review of the actions of the
former board in connection with the July 5 change of control and
the expense to the Company associated with those actions,
Dickstein Partners is not currently pursuing its merger proposal
to acquire Hills for $22 per share in cash and $5 per share of
debt securities.  Dickstein Partners however, did inform Hills
that depending upon the rest of the year's results, Dickstein
Partners may in the future submit a similar proposal and in any
event remains interested in submitting a proposal to acquire the
Company.  Notwithstanding Dickstein Partners' interest in
submitting an acquisition proposal, until such point in time the
Dickstein affiliated board members will continue to work with the
rest of the board to attempt to develop the best possible
acquisition proposal from third parties.  Along these lines, the
Hills Board plans to expeditiously retain an investment bank to
assist in this effort.

         Mark Dickstein, Chairman of Hills and President of
Dickstein Partners Inc. commented, "The events surrounding the
July 5 change of control appear to have been designed by the
outgoing board to make it as difficult as possible for us to
pursue our acquisition proposal.  I remain optimistic, however,
that the efforts of the Hills board to maximize shareholder value
in the near term will achieve results satisfactory to all the
shareholders of Hills."