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                       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

                                  MARCH 5, 1997
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                              C.R. ANTHONY COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        Oklahoma                     0-6731                   73-0129405
     (STATE OR OTHER               (COMMISSION              (IRS EMPLOYER
     JURISDICTION OF               FILE NUMBER)             IDENTIFICATION
     INCORPORATION)                                              NO.)

                   701 Broadway, Oklahoma City, Oklahoma 73102
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (405) 278-7400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

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<PAGE>
ITEM 5. OTHER EVENTS.

      On March 5, 1997, C.R. Anthony Company (the "Company") entered into an
Agreement and Plan of Merger (the "Agreement") and a Termination Option
Agreement with Stage Stores, Inc., a Delaware Corporation ("Stage Stores").
Pursuant to the Agreement, either a wholly-owned subsidiary of Stage Stores
would merge with and into the Company or the Company would merge with and into a
wholly-owned subsidiary of Stage Stores. Each share of the Company's $0.01 par
value common stock will be converted into the right to receive shares of Stage
Stores' $0.01 par value common stock and cash based on a formula in the
Agreement representing, in the aggregate, at least $8.00 in value. The
consummation of the transaction is subject to certain conditions, including
approval by the shareholders of the Company.

      A joint press release announcing the actions described above was issued on
March 5, 1997 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:

             2.1  Agreement and Plan of Merger, dated as of March 5, 1997,
                  between Stage Stores, Inc. and C.R. Anthony Company.

            10.1  Termination Option Agreement, dated as of March 5, 1997,
                  between Stage Stores, Inc. and C.R. Anthony Company.

            99.1  Joint Press Release dated March 5, 1997 issued by the Stage
                  Stores, Inc. and C.R. Anthony Company.
<PAGE>
                                   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.

                                       C.R. ANTHONY COMPANY

MARCH 6, 1997                          /s/ MICHAEL E. MCCREERY
(Date)                                     Michael E. McCreery
                                           Vice Chairman, Chief Administrative 
                                           Officer and Treasurer 
                                           (Principal Financial Officer)

