8-K

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                                 UNITED STATES
                       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


Date of Report (Date of earliest event reported) November 8, 1995


                              HILLS STORES COMPANY

             (Exact name of registrant as specified in its charter)

      DELAWARE                     1-9505                31-1153510

      (State or other           (Commission             (IRS Employer
      jurisdiction              File Number)            Identification
      of incorporation)                                     Number)


15 DAN ROAD, CANTON, MASSACHUSETTS          02021

(Address of principal executive offices)   (zip code)


Registrant's telephone number, including area code  617-821-1000


         (Former Name or Former Address, if Changed Since Last Report)
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Item 4.  Changes in Registrant's Certifying Accountant.

         Coopers & Lybrand L.L.P. ("Coopers & Lybrand") resigned as independent
auditors for Hills Stores Company (the "Registrant") on November 8, 1995.

         None of the reports of Coopers & Lybrand on the financial statements
of the Registrant for either of the past two fiscal years contained an adverse
opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles. During the Registrant's two
most recent fiscal years and the subsequent interim period preceding the
resignation of Coopers & Lybrand, there were no disagreement(s) with Coopers &
Lybrand on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreement(s), if
not resolved to the satisfaction of Coopers & Lybrand would have caused it to
make reference to the subject matter of the disagreement(s) in connection with
its report.  None of the reportable events listed in Item 304 (a)(1)(v) of
Regulation S-K occurred with respect to the Registrant during the Registrant's
two most recent fiscal years and the subsequent interim period preceding the
resignation of Coopers & Lybrand.

         On November 14, 1995, the Registrant engaged Deloitte & Touche LLP as
its independent auditors.

         During the registrant's two most recent fiscal years and the
subsequent interim period preceding the engagement of Deloitte & Touche LLP,
neither the Registrant nor anyone on its behalf consulted Deloitte & Touche LLP
regarding the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered
on the Registrant's financial statements, and no written or oral advice
concerning same was provided to the Registrant that was an important factor
considered by the Registrant in reaching a decision as to any accounting,
auditing or financial reporting issue.

Item 7.  Financial Statements and Exhibits.

(c)  Exhibits

1.   Letter of Coopers & Lybrand, dated November 16, 1995, to the
     Securities and Exchange Commission.
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                                   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.

                                                 HILLS STORES COMPANY
                                                 
                                                 By:   /s/ William K. Friend
                                                       ------------------------
                                                 Name:  William K. Friend
                                                 Title: Vice President -
                                                        Secretary and Corporate
                                                        Counsel

Date:

EX-16.1

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                                                  COOPERS & LYBRAND L.L.P.
                                                  One Post Office Square
                                                  Boston, Massachusetts  02109
                                                  Phone:  (617) 478-5000
                                                  
                                                  
                                                  
                                                  November 16, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

         We have read the statements made by Hills Stores Company (the
"Company") in the first and second paragraphs of Item 4 of the Company's 
Form 8-K, dated November 16, 1995.  We agree with the statements of the Company
concerning our Firm contained in such Form 8-K.

                                                   /s/ COOPERS & LYBRAND L.L.P.
                                                  -----------------------------
                                                       Coopers & Lybrand L.L.P.