content: <PAGE>   1
  
  
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1998
                                                       REGISTRATION NO. 333-______
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  --------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                  --------------
  
                                LOT$OFF CORPORATION
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
             <S>                                               <C>
             DELAWARE                                          74-2640559
   (State or other jurisdiction of                (I.R.S. employer identification)
   incorporation or organization)
  </TABLE>
  
                                 8750 TESORO DRIVE
                              SAN ANTONIO, TEXAS 78217
           (Address, including zip code, of principal executive offices)
  
                                  --------------
  
                                 STOCK OPTION PLAN
                                         OF
                                LOT$OFF CORPORATION
                              (Full title of the Plan)
  
                                  --------------
  
           CHARLES J. FUHRMANN II, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 8750 TESORO DRIVE
                              SAN ANTONIO, TEXAS 78217
                                   (210) 805-9300
   (Name, address and telephone number, including area code, of agent for service)
  
  
  
  <TABLE>
  <CAPTION>
                                               CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
                                                                 Proposed          Proposed
                 Title of                     Amount             Maximum           Maximum          Amount of
                Securities                    to be           Offering Price       Aggregate       Registration
             to be Registered              Registered           Per Share       Offering Price         Fee
  <S>          <C>                      <C>                   <C>               <C>                   <C>
  --------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value. . . .  669,300 shares (1)    $ 1.68            $ 1,124,424           $331.71
  --------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value. . . .  130,700 shares (2)    $ 3.8125 (3)      $   498,294 (3)       $147.00
  ==============================================================================================================
  </TABLE>
  (1)     Issuable upon exercise of options previously granted under the Stock
          Option Plan of LOT$OFF CORPORATION.
  (2)     Issuable upon exercise of options available to be granted under the
          Stock Option Plan of LOT$OFF CORPORATION.
  (3)     Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h). The offering price and registration fee are
          computed on the basis of the average of the bid and asked prices as of
          December 29, 1997.
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents are incorporated by reference in this
  Registration Statement:
  
           (a)     The Registrant's Annual Report on Form 10-K for the fiscal   
                   year ended January 31, 1997; 
           (b)     The Registrant's Quarterly Reports on Form 10-Q for the 
                   quarters ended May 2, 1997, August 31, 1997 (as amended on Form
                   10-Q/A filed September 19, 1997 and Form 10-Q/A2 filed December
                   9, 1997), and October 31, 1997;
           (c)     The description of the Registrant's Common Stock, par value 
                   $0.01 per share (the "Common Stock"), contained in the
                   Registration Statement on Form 8-A of the Registrant filed
                   December 31, 1984.
                   
           All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and l5(d) of the Securities Exchange Act of 1934,
  prior to the fling of a post-effective amendment to this Registration Statement
  that indicates that all Common Stock to which this Registration Statement
  relates has been sold or that deregisters all Common Stock to which this
  Registration Statement relates 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 such reports and documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
                   Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                   Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Pursuant to provisions of the Delaware General Corporation Law
  ("DGCL"), the Restated Certificate of Incorporation of Registrant (the
  "Company") includes a provision which eliminates the personal liability of its
  directors to the Company and its stockholders for monetary damage to the
  fullest extent permissible under Delaware law.  This provision does not
  eliminate liability (a) for any breach of a director's duty of loyalty to the
  Company or its stockholders; (b) for acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law; (c) in
  connection with payment of any illegal dividend or an illegal stock repurchase;
  or (d) for any transaction from which the director derives an improper personal
  benefit.  Further, this provision has no effect on claims arising under federal
  or state securities laws and does not affect the availability of injunctions
  and other equitable remedies available to the Company's stockholders for any
  violation of a director's fiduciary duty to the Company or its stockholders.
  
           Section 145 of DGCL authorizes a corporation to indemnify any person
  ("indemnitee") who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the corporation) because such person is or was a
  director, officer, employee or agent of the corporation, or is or was serving
  at the request of the corporation in a similar position with another
  corporation or entity, against expenses (including attorneys' fees) judgments,
  fines and amounts paid in settlement actually and reasonably incurred by him in
  connection with such action, suit or proceeding if he acted in good
  
                                               II-1
  <PAGE>   3
  faith and in a manner 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, had no reasonable cause to believe his conduct was unlawful.  With
  respect to actions or suits by or in the right of the corporation, however, an
  indemnitee who acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interests of the corporation is generally limited
  to attorneys' fees and other expenses, and no indemnification shall be made if
  such person is adjudged liable to the corporation unless and only to the extent
  that a court of competent jurisdiction determines that indemnification is
  appropriate.  Section 145 further provides that any indemnification shall be
  made by the corporation only as authorized in each specific case upon a
  determination by the (i) board of directors by a majority vote of directors who
  were not parties to such action, suit or proceeding even though less than a
  quorum, (ii) independent counsel if there are no such disinterested directors
  or if such directors so direct, or (iii) stockholders, that indemnification of
  the indemnitee is proper because he has met the applicable standard of conduct.
  Section 145 provides that indemnification pursuant to its provisions is not
  exclusive of other rights of indemnification to which a person may be entitled
  under any bylaw, agreement, vote of stockholders or disinterested directors or
  otherwise.
  
           The Company's Restated Certificate of Incorporation and Second Amended
  and Restated Bylaws require the Company to indemnify its officers, directors
  and employees to the fullest extent permitted by Delaware law.  Furthermore,
  the Second Amended and Restated Bylaws also require the Company to indemnify the
  agents of the Company to the fullest extent permitted by Delaware law.
  
           An insurance policy obtained by the Company provides for
  indemnification of officers and directors of the Company and certain other
  persons against liabilities and expenses incurred by any of them in certain
  stated proceedings and under certain stated conditions.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
                   Not applicable.
  
  ITEM 8. EXHIBITS.
  
  <TABLE>
  <CAPTION>
  Exhibit No       Description of Exhibit
  ----------       ----------------------
  <S>      <C>
  4.1      Form of Common Stock certificate of the Registrant (filed herewith).
  
  4.2      Restated Certificate of Incorporation (incorporated by reference to
           Exhibit 3.2 to the Registrant's Form S-1 Registration Statement No.
           333-25061, filed June 11, 1997).
  
  4.3      Second Amended and Restated Bylaws (incorporated by reference to
           Exhibit 3 to the Registrant's Form 8-K, filed December 9, 1997).
  
  4.4      Stock Option Plan of LOT$OFF CORPORATION (incorporated by reference to
           Exhibit 10.1 to the Registrant's Form S-1 Registration Statement No.
           333-25061, filed June 11, 1997).
  
  5.1      Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P (filed herewith).
  
  5.2      Opinion of Sheinfeld, Maley & Kay, P.C. (filed herewith).
  
  23       Consent of  Deloitte & Touche LLP (filed herewith).
  
  24       Power of Attorney (included on signature page of this Registration
           Statement).
  </TABLE>
  
  -----------------
  
                                               II-2
  <PAGE>   4
  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 of 1933;
  
                       ( ii )       To reflect in the prospectus any facts or
  events arising after the effective date of the 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 the
  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 volume and price represent no
  more than a 20 percent change in the maximum aggregate offering price set forth
  in the "Calculation of Registration Fee" table in the effective registration
  statement;
  
                       (iii)        To include any material information with
  respect to the plan of distribution not previously disclosed in the
  Registration Statement or any material change to such information in the
  Registration Statement; provided, however, that paragraphs (a)(l)(i) and
  (a)(l)(ii) do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Section 13 or Section 15(d) of the
  Securities Exchange Act of 1934 that are incorporated by reference in the
  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 therein, 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 that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, 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 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 and will be governed by the final adjudication of such issue.
  
  
                                      II-3
  <PAGE>   5
                                     SIGNATURES
  
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
  Registrant certifies that it has reasonable grounds to believe that 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 San Antonio, State of Texas on December 18,
  1997.
  
                                             LOT$OFF CORPORATION
  
                                             By: /s/  CHARLES J. FUHRMANN II     
                                                ---------------------------------
                                                      Charles J. Fuhrmann II
                                                      President
  
  
                                 POWER OF ATTORNEY
  
       Each person whose signature appears below hereby constitutes and appoints
  Charles J. Fuhrmann II and Jeff Seidel, and each of them, each with full power
  to act without the other, his true and lawful attorneys-in-fact and agents,
  each with full power of substitution and resubstitution for him and in his
  name, place and stead, in any and all capacities, to sign any or all amendments
  to this Registration Statement (including post-effective amendments), and to
  file the same with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto each of
  said attorneys-in-fact and agents full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person hereby ratifying and confirming that each of said attorneys-in-fact and
  agents or his substitutes may lawfully do or cause to be done by virtue hereof.
  
       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 dates indicated below.
  
  <TABLE>
  <CAPTION>
  NAME                                 TITLE                                   DATE
  ----                                 -----                                   ----
  <S>                               <C>                                        <C>
  CHARLES J. FUHRMANN II            President, Chief Executive Officer and     December 18, 1997
  -------------------------------                                                               
  Charles J. Fuhrmann II            Director (Principal Executive Officer)
  
  
  JEFF SEIDEL                       Vice President, Chief Financial Officer,   December 18, 1997
  -------------------------------                                                               
  Jeff Seidel                       Secretary and Treasurer (Principal
                                    Accounting and Financial Officer)
  
  
  SHERYLE J. BOLTON                 Director                                   December 8, 1997
  -------------------------------                                                              
  Sheryle J. Bolton
  
  CECIL SCHENKER                    Director                                   December 18, 1997
  -------------------------------                                                      
  Cecil Schenker
  
  WILLIAM B. SNOW                   Director                                   December 9, 1997
  -------------------------------                                                              
  William B. Snow
  
  M. DAVID WHITE                    Director                                   December 9, 1997
  -------------------------------                                                     
  M. David White
  </TABLE>
  <PAGE>   6
                                      EXHIBITS
  
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No      Description of Exhibit
  ----------      ----------------------
  <S>  <C>
  4.1  Form of Common Stock certificate of the Registrant (filed herewith).
  
  4.2  Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant's Form S-1
       Registration Statement No. 333-25061, filed June 11, 1997).
  
  4.3  Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3 to the Registrant's Form 8-K, filed
       December 9, 1997).
  
  4.4  Stock Option Plan of LOT$OFF CORPORATION (incorporated by reference to Exhibit 10.1 to the Registrant's Form S-1
       Registration Statement No. 333-25061, filed June 11, 1997).
  
  5.1  Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P (filed herewith).
  
  5.2  Opinion of Sheinfeld, Maley & Kay, P.C. (filed herewith).
  
  23   Consent of  Deloitte & Touche LLP (filed herewith).
  
  24   Power of Attorney (included on signature page of this Registration Statement).
  </TABLE>
  
  _____________________
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19482}]
metadata_filer: {"company-data": {"conformed-name": "LOTSOFF CORP", "cik": "0000735584", "assigned-sic": "5331", "irs-number": "742640559", "state-of-incorporation": "DE", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43783", "film-number": "98501721"}, "business-address": {"street1": "8750 TESORO DRIVE", "city": "SAN ANTONIO", "state": "TX", "zip": "78217-0555", "phone": "2108059300"}, "mail-address": {"street1": "8750 TESORO DR PO BOX 17555", "street2": "8750 TESORO DR PO BOX 17555", "city": "ANTONIO", "state": "TX", "zip": "78217"}, "former-company": [{"former-conformed-name": "50 OFF STORES INC", "date-changed": "19920703"}, {"former-conformed-name": "SHOPPERS WORLD STORES INC", "date-changed": "19871214"}]}
text: 1
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1998
                                                       REGISTRATION NO. 333-______
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  --------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                  --------------
  
                                LOT$OFF CORPORATION
               (Exact name of registrant as specified in its charter)
  DELAWARE                                          74-2640559
   (State or other jurisdiction of                (I.R.S. employer identification)
   incorporation or organization)
  8750 TESORO DRIVE
                              SAN ANTONIO, TEXAS 78217
           (Address, including zip code, of principal executive offices)
  
                                  --------------
  
                                 STOCK OPTION PLAN
                                         OF
                                LOT$OFF CORPORATION
                              (Full title of the Plan)
  
                                  --------------
  
           CHARLES J. FUHRMANN II, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 8750 TESORO DRIVE
                              SAN ANTONIO, TEXAS 78217
                                   (210) 805-9300
   (Name, address and telephone number, including area code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
                                                                 Proposed          Proposed
                 Title of                     Amount             Maximum           Maximum          Amount of
                Securities                    to be           Offering Price       Aggregate       Registration
             to be Registered              Registered           Per Share       Offering Price         Fee
  --------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value. . . .  669,300 shares (1)    $ 1.68            $ 1,124,424           $331.71
  --------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value. . . .  130,700 shares (2)    $ 3.8125 (3)      $   498,294 (3)       $147.00
  ==============================================================================================================
  (1)     Issuable upon exercise of options previously granted under the Stock
          Option Plan of LOT$OFF CORPORATION.
  (2)     Issuable upon exercise of options available to be granted under the
          Stock Option Plan of LOT$OFF CORPORATION.
  (3)     Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h). The offering price and registration fee are
          computed on the basis of the average of the bid and asked prices as of
          December 29, 1997.
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents are incorporated by reference in this
  Registration Statement:
  
           (a)     The Registrant's Annual Report on Form 10-K for the fiscal   
                   year ended January 31, 1997; 
           (b)     The Registrant's Quarterly Reports on Form 10-Q for the 
                   quarters ended May 2, 1997, August 31, 1997 (as amended on Form
                   10-Q/A filed September 19, 1997 and Form 10-Q/A2 filed December
                   9, 1997), and October 31, 1997;
           (c)     The description of the Registrant's Common Stock, par value 
                   $0.01 per share (the "Common Stock"), contained in the
                   Registration Statement on Form 8-A of the Registrant filed
                   December 31, 1984.
                   
           All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and l5(d) of the Securities Exchange Act of 1934,
  prior to the fling of a post-effective amendment to this Registration Statement
  that indicates that all Common Stock to which this Registration Statement
  relates has been sold or that deregisters all Common Stock to which this
  Registration Statement relates 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 such reports and documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
                   Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                   Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Pursuant to provisions of the Delaware General Corporation Law
  ("DGCL"), the Restated Certificate of Incorporation of Registrant (the
  "Company") includes a provision which eliminates the personal liability of its
  directors to the Company and its stockholders for monetary damage to the
  fullest extent permissible under Delaware law.  This provision does not
  eliminate liability (a) for any breach of a director's duty of loyalty to the
  Company or its stockholders; (b) for acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law; (c) in
  connection with payment of any illegal dividend or an illegal stock repurchase;
  or (d) for any transaction from which the director derives an improper personal
  benefit.  Further, this provision has no effect on claims arising under federal
  or state securities laws and does not affect the availability of injunctions
  and other equitable remedies available to the Company's stockholders for any
  violation of a director's fiduciary duty to the Company or its stockholders.
  
           Section 145 of DGCL authorizes a corporation to indemnify any person
  ("indemnitee") who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the corporation) because such person is or was a
  director, officer, employee or agent of the corporation, or is or was serving
  at the request of the corporation in a similar position with another
  corporation or entity, against expenses (including attorneys' fees) judgments,
  fines and amounts paid in settlement actually and reasonably incurred by him in
  connection with such action, suit or proceeding if he acted in good
  
                                               II-1
  3
  faith and in a manner 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, had no reasonable cause to believe his conduct was unlawful.  With
  respect to actions or suits by or in the right of the corporation, however, an
  indemnitee who acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interests of the corporation is generally limited
  to attorneys' fees and other expenses, and no indemnification shall be made if
  such person is adjudged liable to the corporation unless and only to the extent
  that a court of competent jurisdiction determines that indemnification is
  appropriate.  Section 145 further provides that any indemnification shall be
  made by the corporation only as authorized in each specific case upon a
  determination by the (i) board of directors by a majority vote of directors who
  were not parties to such action, suit or proceeding even though less than a
  quorum, (ii) independent counsel if there are no such disinterested directors
  or if such directors so direct, or (iii) stockholders, that indemnification of
  the indemnitee is proper because he has met the applicable standard of conduct.
  Section 145 provides that indemnification pursuant to its provisions is not
  exclusive of other rights of indemnification to which a person may be entitled
  under any bylaw, agreement, vote of stockholders or disinterested directors or
  otherwise.
  
           The Company's Restated Certificate of Incorporation and Second Amended
  and Restated Bylaws require the Company to indemnify its officers, directors
  and employees to the fullest extent permitted by Delaware law.  Furthermore,
  the Second Amended and Restated Bylaws also require the Company to indemnify the
  agents of the Company to the fullest extent permitted by Delaware law.
  
           An insurance policy obtained by the Company provides for
  indemnification of officers and directors of the Company and certain other
  persons against liabilities and expenses incurred by any of them in certain
  stated proceedings and under certain stated conditions.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
                   Not applicable.
  
  ITEM 8. EXHIBITS.
  Exhibit No       Description of Exhibit
  ----------       ----------------------
  4.1      Form of Common Stock certificate of the Registrant (filed herewith).
  
  4.2      Restated Certificate of Incorporation (incorporated by reference to
           Exhibit 3.2 to the Registrant's Form S-1 Registration Statement No.
           333-25061, filed June 11, 1997).
  
  4.3      Second Amended and Restated Bylaws (incorporated by reference to
           Exhibit 3 to the Registrant's Form 8-K, filed December 9, 1997).
  
  4.4      Stock Option Plan of LOT$OFF CORPORATION (incorporated by reference to
           Exhibit 10.1 to the Registrant's Form S-1 Registration Statement No.
           333-25061, filed June 11, 1997).
  
  5.1      Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P (filed herewith).
  
  5.2      Opinion of Sheinfeld, Maley & Kay, P.C. (filed herewith).
  
  23       Consent of  Deloitte & Touche LLP (filed herewith).
  
  24       Power of Attorney (included on signature page of this Registration
           Statement).
  -----------------
  
                                               II-2
  4
  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 of 1933;
  
                       ( ii )       To reflect in the prospectus any facts or
  events arising after the effective date of the 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 the
  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 volume and price represent no
  more than a 20 percent change in the maximum aggregate offering price set forth
  in the "Calculation of Registration Fee" table in the effective registration
  statement;
  
                       (iii)        To include any material information with
  respect to the plan of distribution not previously disclosed in the
  Registration Statement or any material change to such information in the
  Registration Statement; provided, however, that paragraphs (a)(l)(i) and
  (a)(l)(ii) do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Section 13 or Section 15(d) of the
  Securities Exchange Act of 1934 that are incorporated by reference in the
  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 therein, 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 that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, 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 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 and will be governed by the final adjudication of such issue.
  
                                      II-3
  5
                                     SIGNATURES
  
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
  Registrant certifies that it has reasonable grounds to believe that 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 San Antonio, State of Texas on December 18,
  1997.
  
                                             LOT$OFF CORPORATION
  
                                             By: /s/  CHARLES J. FUHRMANN II     
                                                ---------------------------------
                                                      Charles J. Fuhrmann II
                                                      President
  
                                 POWER OF ATTORNEY
  
       Each person whose signature appears below hereby constitutes and appoints
  Charles J. Fuhrmann II and Jeff Seidel, and each of them, each with full power
  to act without the other, his true and lawful attorneys-in-fact and agents,
  each with full power of substitution and resubstitution for him and in his
  name, place and stead, in any and all capacities, to sign any or all amendments
  to this Registration Statement (including post-effective amendments), and to
  file the same with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto each of
  said attorneys-in-fact and agents full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person hereby ratifying and confirming that each of said attorneys-in-fact and
  agents or his substitutes may lawfully do or cause to be done by virtue hereof.
  
       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 dates indicated below.
  NAME                                 TITLE                                   DATE
  ----                                 -----                                   ----
  CHARLES J. FUHRMANN II            President, Chief Executive Officer and     December 18, 1997
  -------------------------------                                                               
  Charles J. Fuhrmann II            Director (Principal Executive Officer)
  
  JEFF SEIDEL                       Vice President, Chief Financial Officer,   December 18, 1997
  -------------------------------                                                               
  Jeff Seidel                       Secretary and Treasurer (Principal
                                    Accounting and Financial Officer)
  
  SHERYLE J. BOLTON                 Director                                   December 8, 1997
  -------------------------------                                                              
  Sheryle J. Bolton
  
  CECIL SCHENKER                    Director                                   December 18, 1997
  -------------------------------                                                      
  Cecil Schenker
  
  WILLIAM B. SNOW                   Director                                   December 9, 1997
  -------------------------------                                                              
  William B. Snow
  
  M. DAVID WHITE                    Director                                   December 9, 1997
  -------------------------------                                                     
  M. David White
  6
                                      EXHIBITS
  
                                 INDEX TO EXHIBITS
  Exhibit No      Description of Exhibit
  ----------      ----------------------
  4.1  Form of Common Stock certificate of the Registrant (filed herewith).
  
  4.2  Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant's Form S-1
       Registration Statement No. 333-25061, filed June 11, 1997).
  
  4.3  Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3 to the Registrant's Form 8-K, filed
       December 9, 1997).
  
  4.4  Stock Option Plan of LOT$OFF CORPORATION (incorporated by reference to Exhibit 10.1 to the Registrant's Form S-1
       Registration Statement No. 333-25061, filed June 11, 1997).
  
  5.1  Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P (filed herewith).
  
  5.2  Opinion of Sheinfeld, Maley & Kay, P.C. (filed herewith).
  
  23   Consent of  Deloitte & Touche LLP (filed herewith).
  
  24   Power of Attorney (included on signature page of this Registration Statement).
  _____________________