PAGE 1
                                    
                               FORM 10-Q
                                    
                                    
                   SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549
                                    
                                    
            /X/ Quarterly Report Under Section 13 and 15(d)
                 of the Securities Exchange Act of 1934
                                   or
         / / Transition Report Pursuant to Section 13 and 15(d)
                 of the Securities Exchange Act of 1934


For Quarter Ended October 26, 1996
Commission file number 1-4908



                        The TJX Companies, Inc.
         (Exact name of registrant as specified in its charter)


          DELAWARE                               04-2207613
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)


    770 Cochituate Road
 Framingham, Massachusetts                          01701
(Address of principal executive offices)         (Zip Code)


                             (508)390-1000
          (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes X . No  .

The number of shares of Registrant's Common Stock outstanding as of
October 26, 1996: 77,724,715



                                   PAGE 2
                        PART I FINANCIAL INFORMATION
            THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
                            STATEMENTS OF INCOME
                                 (UNAUDITED)
                DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS



                                                   Thirteen Weeks Ended    
                                                October 26,     October 28,
                                                       1996            1995

Net sales                                        $1,722,429      $  861,214

Cost of sales, including buying and
   occupancy costs                                1,305,271         661,618

Selling, general and administrative expenses        266,918         145,644

Interest expense, net                                10,344           9,568

Income from continuing operations before
   income taxes and extraordinary item              139,896          44,384

Provision for income taxes                           58,306          17,724

Income from continuing operations before
   extraordinary item                                81,590          26,660

Income from discontinued operations,
   net of income taxes                                8,805           7,217

Income before extraordinary item                     90,395          33,877

Extraordinary (charge), net of income taxes          (2,885)              -

Net income                                           87,510          33,877

Preferred stock dividends                             2,308           1,789

Net income attributable to common
   shareholders                                  $   85,202      $   32,088

Primary and fully diluted earnings per
   common share:
      Income from continuing operations               $ .90           $ .35
      Income before extraordinary item                $1.00           $ .44
      Net income                                      $ .97           $ .44

Cash dividends per common share                       $ .07           $ .14


The accompanying notes are an integral part of the financial statements.


                                   PAGE 3
                        PART I FINANCIAL INFORMATION
            THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
                            STATEMENTS OF INCOME
                                 (UNAUDITED)
                DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS



                                                  Thirty-Nine Weeks Ended  
                                                October 26,     October 28,
                                                       1996            1995

Net sales                                        $4,742,935      $2,336,376

Cost of sales, including buying and
  occupancy costs                                 3,694,820       1,828,638

Selling, general and administrative expenses        775,983         407,571

Interest expense, net                                35,674          24,430

Income from continuing operations before
  income taxes and extraordinary item               236,458          75,737

Provision for income taxes                           98,154          32,130

Income from continuing operations before
  extraordinary item                                138,304          43,607

Income from discontinued operations, net
  of income taxes                                    18,231           5,193

(Loss) on the disposal of discontinued
  operations, net of income taxes                         -         (31,700)

Income before extraordinary item                    156,535          17,100

Extraordinary (charge), net of income taxes          (2,885)              -

Net income                                          153,650          17,100

Preferred stock dividends                            11,096           5,367

Net income attributable to common
  shareholders                                   $  142,554      $   11,733

Primary and fully diluted earnings per
  common share:
    Income from continuing operations                 $1.53           $ .53
    Income before extraordinary item                  $1.73           $ .16
    Net income                                        $1.70           $ .16

Cash dividends per common share                       $ .21          $  .42

The accompanying notes are an integral part of the financial statements.
                                   PAGE 4                                      
            THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
                               BALANCE SHEETS
                                 (UNAUDITED)
                                IN THOUSANDS

                                      October 26,  January 27,  October 28,
                                             1996         1996         1995

ASSETS
Current assets:
  Cash and cash equivalents            $  236,035    $  209,226  $   26,902
  Accounts receivable                      90,695        55,144      47,492
  Merchandise inventories               1,335,099     1,258,488   1,013,471
  Prepaid expenses                         19,054        16,406      15,732
  Net current assets of
    discontinued operations               116,009        76,287     117,350
      Total current assets              1,796,892     1,615,551   1,220,947

Property, at cost:

  Land and buildings                      110,496       110,446      85,265
  Leasehold costs and improvements        448,636       423,842     282,332
  Furniture, fixtures and equipment       585,684       539,504     381,184
                                        1,144,816     1,073,792     748,781
  Less accumulated depreciation
    and amortization                      420,506       340,599     318,783
                                          724,310       733,193     429,998

Other assets                               36,432        37,325      27,127
Goodwill and tradename,
  net of amortization                     231,335       236,043      87,993
Net noncurrent assets of
  discontinued operations                  48,627        52,299       9,840

TOTAL ASSETS                           $2,837,596    $2,674,411  $1,775,905

LIABILITIES
Current liabilities:
  Short-term debt                      $        -    $        -  $   97,699
  Current installments of
    long-term debt                         94,708        78,670      53,548
  Accounts payable                        616,200       436,634     375,701
  Accrued expenses and other
    current liabilities                   653,780       691,096     258,011
      Total current liabilities         1,364,688     1,206,400     784,959

Long-term debt exclusive of
  current installments:
    Real estate mortgages                  22,926        27,241      29,069
    Equipment notes                         2,556         3,272       3,801
    General corporate debt                514,880       660,200     335,196

Deferred income taxes                      25,885        12,664      34,780


SHAREHOLDERS' EQUITY
Preferred stock at face value,
  authorized 5,000,000 shares, par
  value $1, issued and outstanding
  cumulative convertible stock of:
    250,000 shares of 8% Series A               -        25,000      25,000
    1,650,000 shares of 6.25% Series C          -        82,500      82,500
    250,000 shares of 1.81% Series D       25,000        25,000           -
    1,500,000 shares of 7% Series E       150,000       150,000           -
Common stock, par value $1, authorized
  150,000,000 shares, issued and
  outstanding 77,724,715; 72,485,776
  and 72,418,517 shares                    77,725        72,486      72,419
Additional paid-in capital                386,600       269,159     267,743
Retained earnings                         267,336       140,489     140,438

      Total shareholders' equity          906,661       764,634     588,100

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                 $2,837,596    $2,674,411  $1,775,905


The accompanying notes are an integral part of the financial statements.






























                                   PAGE 5                                      
            THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
                          STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                                IN THOUSANDS
                                                  Thirty-Nine Weeks Ended 
                                                 October 26,   October 28,
                                                        1996          1995
Cash flows from operating activities:
  Net income                                       $ 153,650     $  17,100
   Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
     (Income) from discontinued operations           (18,231)       (5,193)
     Loss on disposal of discontinued operations           -        31,700
     Extraordinary charge                              2,885             -
     Depreciation and amortization                    94,228        51,987
     Loss on property disposals                        6,291           719
     Other                                            (3,282)       (4,265)
     Changes in assets and liabilities:
      (Increase) in accounts receivable              (35,551)      (15,960)
      (Increase) in merchandise inventories          (76,611)     (226,900)
      (Increase) in prepaid expenses                  (2,648)       (2,350)
      Increase in accounts payable                   179,566         1,801
      Increase in accrued expenses and
       other current liabilities                      12,573        38,648
      Increase in deferred income taxes               13,221         7,973

Net cash provided by (used in) operating
  activities                                         326,091      (104,740)

Cash flows from investing activities:
  Property additions                                 (83,025)      (82,914)
  Proceeds from sale of discontinued operations            -         3,000
  Contingent payment for acquisition of Marshalls    (49,327)            -
Net cash (used in) investing activities             (132,352)      (79,941)

Cash flows from financing activities:
  Proceeds from borrowings of short-term debt              -        77,699
  Proceeds from borrowings long-term debt                  -       199,861
  Principal payments on long-term debt               (45,493)       (4,036)
  Prepayment of long-term debt                       (92,459)            -
  Proceeds from sale and issuance of common
   stock, net                                         15,644           121
  Cash dividends                                     (26,803)      (35,776)
Net cash provided by (used in) financing
  activities                                        (149,111)      237,869

Net cash provided by continuing operations            44,628        53,188
Net cash (used in) discontinued operations           (17,819)      (67,855)
Net increase (decrease) in cash and cash
  equivalents                                         26,809       (14,667)
Cash and cash equivalents at beginning of year       209,226        41,569

Cash and cash equivalents at end of period         $ 236,035     $  26,902


The accompanying notes are an integral part of the financial statements.
                                  PAGE 6
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                   OF OPERATIONS AND FINANCIAL CONDITION
                                     
                                     
Thirteen Weeks (Third Quarter) and Thirty-Nine Weeks Ended October 26, 1996
     Versus Thirteen Weeks and Thirty-Nine Weeks Ended October 28, 1995



On October 18, 1996, the Company announced it had entered into an agreement
with Brylane, L.P. to sell its Chadwick's of Boston catalog division.  As a
result of this transaction, the impact of Chadwick's on the consolidated
financial statements for the current and all prior periods have been
classified as discontinued operations.  In addition, periods prior to
October 28, 1995 reflect the Hit or Miss division as a discontinued
operation as a result of the sale of that division on September 30, 1995.

On November 17, 1995, the Company acquired the Marshalls off-price family
apparel chain from Melville Corporation.  Under the purchase method of
accounting, the assets and liabilities and results of operations associated
with the acquired business are included in the Company's financial position
and results of operations from the date of acquisition.

Net sales from continuing operations for the third quarter were $1,722.4
million, up 100% from $861.2 million last year.  For the nine months, net
sales from continuing operations were $4,742.9 million, up 103% from
$2,336.4 million for the same period last year.  The increase in sales is
primarily attributable to the acquisition of Marshalls.  Same store sales
for the third quarter increased by 7% at T.J. Maxx, 9% at Marshalls and 22%
at Winners and decreased by 5% at HomeGoods.  Same store sales for the nine
months increased by 6% at T.J. Maxx, 10% at Marshalls and 12% at Winners
and were flat at HomeGoods.

Income from continuing operations for the third quarter was $81.6 million,
or $.90 per common share, versus $26.7 million, or $.35 per common share in
the prior year.  For the nine months, income from continuing operations was
$138.3 million, or $1.53 per common share, versus $43.6 million, or $.53
per common share, in the prior year.  Including Chadwick's of Boston as a
discontinued operation, net income before extraordinary item was $90.4
million, or $1.00 per common share, for the quarter ended October 26, 1996
and $156.5 million, or $1.73 per common share, for the nine months ended
October 26, 1996.  After the extraordinary charge of $2.9 million, or $.03
per common share, for the early retirement of $89 million of the Company's
9 1/2% sinking fund debentures, net income was $87.5 million, or $.97 per
common share, for the quarter ended October 26, 1996 versus $33.9 million,
or $.44 per common share, last year and $153.7 million, or $1.70 per common
share, for nine months ended October 26, 1996 versus $17.1 million, or $.16
per common share, in the prior year.









                                  PAGE 7                                     
The following table sets forth operating results expressed as a percentage
of net sales (continuing operations):

                                          Percentage of Net Sales
                                    13 Weeks Ended       39 Weeks Ended  
                                  10/26/96  10/28/95   10/26/96  10/28/95

Net sales                          100.0%    100.0%     100.0%    100.0%
Cost of sales, including
  buying and occupancy costs        75.8      76.8       77.9      78.3
Selling, general and
  administrative expenses           15.5      16.9       16.4      17.4
Interest expense, net                 .6       1.1         .7       1.1
Income from continuing
  operations before income
  taxes and extraordinary item       8.1%      5.2%       5.0%      3.2%


Cost of sales, including buying and occupancy costs, as a percentage of net
sales, decreased in both periods from the prior year.  Both periods reflect
the benefit of the Marshalls acquisition.  Merchandise margin has improved,
reflecting the enhanced purchasing power of the combined T.J. Maxx and
Marshalls entity, as well as tight inventory controls.

Selling, general and administrative expenses, as a percentage of net sales,
decreased from the prior year in both periods.  This ratio reflects the
benefit of the increased sales volume due to the Marshalls acquisition as
well as cost savings due to the synergies of the combined T.J. Maxx and
Marshalls entity.

The increase in interest expense for the third quarter ended October 1996
versus October 1995 is due to interest on the $375 million term loan
incurred for the acquisition of Marshalls.  The increase in interest
expense for the nine months also includes the interest on the $200 million
of notes issued in June 1995.  Interest expense, as a percentage of net
sales, has declined as a result of the increased sales volume from the
Marshalls acquisition.

The decrease in the effective income tax rate for the nine months reflects
the tax benefits on foreign operating losses realizable due to a corporate
restructuring of certain foreign subsidiaries that took place in the second
half of fiscal 1996.















                                  PAGE 8
The following table sets forth the operating results of the Company's major
business segments after presenting Chadwick's as a discontinued operation:
(unaudited)

                                             (In Thousands)

                            Thirteen Weeks Ended   Thirty-Nine Weeks Ended
                           October 26, October 28, October 26, October 28,
                                  1996        1995        1996        1995
Net sales:
  Off-price family
    apparel stores          $1,702,818  $  840,675  $4,683,859  $2,283,421
  Off-price home fashion
    stores                      19,611      20,539      59,076      52,955
                            $1,722,429  $  861,214  $4,742,935  $2,336,376

Operating income (loss):
  Off-price family
    apparel stores          $  161,830  $   65,899  $  311,084  $  136,039
  Off-price home fashion
    stores                      (2,908)     (2,211)     (8,534)     (6,067)
                               158,922      63,688     302,550     129,972

General corporate expense(1)     8,029       9,083      28,458      27,845
Goodwill amortization              653         653       1,960       1,960
Interest expense, net           10,344       9,568      35,674      24,430

Income from continuing
  operations before income
  taxes and extraordinary
  item                      $  139,896  $   44,384  $  236,458  $   75,737


(1)  General corporate expense for the periods ended October 26, 1996
     include the net operating results of T.K. Maxx.  General corporate
     expense for the periods ended October 28, 1995 include the net
     operating results of T.K. Maxx and the Cosmopolitan catalog.

The off-price family apparel stores segment, T.J. Maxx, Marshalls and
Winners, more than doubled its operating profit for the quarter and nine
months primarily due to the benefits of the Marshalls acquisition.  This
segment's operating results reflect its strong sales performance, aided by
its aggressive markdown policy, along with tight inventory control.
HomeGoods results were slightly below the Company's expectations.

Stores in operation at the end of the period are as follows:

                                 October 26, 1996     October 28, 1995

      T.J. Maxx                         589                  581
      Marshalls                         463                    -
      Winners                            63                   49
      HomeGoods                          23                   24
      T.K. Maxx                          18                    8



                                  PAGE 9
Financial Condition

Cash flows from operating and financing activities for the nine months
reflect increases in inventories and accounts payable, which are largely
due to normal seasonal requirements.  The improvement in cash provided by
operating activities for the nine months ended October 1996 versus October
1995 reflects stronger sales and earnings and the benefit of tight
inventory controls.  The decrease in short-term borrowings from last year
is a result of the strong cash position at the end of fiscal 1996, which
reflected the benefits from the timing of the Marshalls acquisition and the
resulting favorable cash flow of the holiday selling season, as well as the
cash generated from operating activities this year.  Future operating cash
flows will be impacted by the T.J. Maxx store closing reserve and the
reserves established (primarily for store closings) in the allocation of
the purchase price of Marshalls.  Reductions in the reserves for the nine
months ended October 26, 1996 have been primarily non-cash items.  The
Company is in the process of evaluating the Marshalls store closing program
and the allocation of the purchase price of Marshalls.  Due to the improved
operating performance of certain stores initially targeted for closing, the
Company anticipates fewer Marshalls store closings than initially planned.
Adjustments to the reserve and the initial allocation of the purchase price
of Marshalls will be reflected by the end of the current fiscal year.

Cash flows from investing activities reflect a final payment made to
Melville based on the closing balance sheet of Marshalls.

On October 18, 1996, the Company announced it had entered into an agreement
with Brylane, L.P. to sell its Chadwick's of Boston catalog division.
Total proceeds from the sale are estimated at $300 million and include
cash, a $20 million Convertible Subordinated Note and Chadwick's consumer
credit card receivables.  The Company expects to report an estimated after-
tax gain on the sale of Chadwick's of $125 million, or $1.39 per share, in
its fourth quarter reporting period.  The impact of Chadwick's on the
consolidated financial statements for the current and all prior periods
have been classified as discontinued operations.

On November 18, 1996, the Company, pursuant to its credit agreement, gave
notification of its intention to exercise an early prepayment option and to
prepay $200 million of the outstanding term loan from available cash
balances of the Company.  The remaining outstanding portion of the term
loan ($160 million) will be repaid with proceeds from the sale of
Chadwick's, pursuant to the terms of the credit agreement, if not prepaid
prior to the closing of the Chadwick's sale.  The Company expects to
record a fourth quarter after-tax charge of $2.7 million, or $.03 per
common share, relating to the early retirement of the term loan.

On September 16, 1996, pursuant to a call for redemption, the Company
prepaid $88.83 million of its 9 1/2% sinking fund debentures.  The Company
recorded a $2.9 million after-tax extraordinary charge related to the early
retirement of this debt.  The principal payments on long-term debt for the
nine months ended October 26, 1996 include $22 million of medium-term notes
and $15 million of the $375 million term loan, paid pursuant to scheduled
maturities.  Proceeds from sale and issuance of common stock relate to the
exercise of stock options under the Company's stock incentive plan.



                                  PAGE 10
As of September 12, 1996, pursuant to a call for redemption, the Series C
Cumulative Convertible Preferred Stock was converted into 3,177,844 shares
of common stock.  As of June 18, 1996, pursuant to a call for redemption,
the Series A Cumulative Convertible Preferred Stock was converted into
1,190,475 shares of common stock.  As of November 17, 1996, the Series D
Preferred Stock automatically converted into 1,349,527 shares of common
stock.
                                  PAGE 11                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. The results for the first nine months are not necessarily indicative of
   results for the full fiscal year, because the Company's business, in
   common with the businesses of retailers generally, is subject to
   seasonal influences, with higher levels of sales and income generally
   realized in the second half of the year.

2. The preceding data are unaudited and reflect all normal recurring
   adjustments, the use of retail statistics, and accruals and deferrals
   among periods required to match costs properly with the related revenue
   or activity, considered necessary by the Company for a fair presentation
   of its financial statements for the periods reported, all in accordance
   with generally accepted accounting principles and practices consistently
   applied.

3. On October 18, 1996, the Company announced it had entered into an
   agreement with Brylane, L.P. to sell its Chadwick's of Boston catalog
   division.  Total proceeds for the sale are estimated at $300 million and
   include cash, a $20 million Convertible Subordinated Note and Chadwick's
   consumer credit card receivables.  The Company expects to report an
   estimated after-tax gain on the sale of Chadwick's of $125 million, or
   $1.39 per share, in its fourth quarter reporting period.  The impact of
   Chadwick's on the consolidated financial statements for the current and
   all prior periods have been classified as discontinued operations.
   Under the Company's credit agreement, the Company is required to apply
   certain proceeds from specified asset sales towards the outstanding
   balance of the term loan.  See Note 7 for further information.

4. The Company's cash payments for interest expense and income taxes are as
   follows:  (in thousands)
                                               Thirty-Nine Weeks Ended  
                                             October 26,     October 28,
                                                    1996            1995
   Cash paid for:
     Interest on debt, net                       $35,284         $20,097
     Income taxes                                 90,089          10,513

5. As of July 29, 1995, the Company reflected the loss on the sale of its
   Hit or Miss division (completed as of September 30, 1995); thus, Hit or
   Miss' operating results for all periods prior to the sale have been
   reclassified to discontinued operations.

6. On November 17, 1995, the Company completed its acquisition of the
   Marshalls off-price family apparel chain from Melville Corporation.  The
   purchase price (before expenses) was $599.3 million, consisting of $375
   million in cash, before closing adjustments, plus an additional $49.3
   million (paid on April 30, 1996) based on the final closing balance
   sheet, plus $175 million in junior convertible preferred stock of TJX.
   The acquisition has been accounted for under the purchase method of
   accounting.
   




                                  PAGE 12
   As a result of the acquisition, the Company announced its intention to
   close a total of 170 Marshalls stores and 30 T.J. Maxx stores, in
   operation at the date of acquisition.  The Company established a $244.1
   million reserve in the allocation of the purchase price of Marshalls,
   primarily relating to the Marshalls store closings, and recorded a pre-
   tax charge of $35 million relating to the T.J. Maxx store closings.  The
   Company's total store closing and restructuring reserve as of October
   26, 1996 totalled $202.3 million.  The reduction in the reserve to date
   is primarily due to inventory markdowns and fixed asset write-offs.  The
   Company is in the process of evaluating its store closing program and
   the reserves established in the allocation of the Marshalls acquisition
   price.  Due to the improved operating performance of certain stores
   initially targeted for closing, the Company anticipates fewer Marshalls
   store closings than initially planned.

   In connection with the purchase of Marshalls, the Company entered into
   an unsecured $875 million credit agreement with a group of banks.  The
   credit facility included a $375 million term loan used for the cash
   portion of the Marshalls purchase price, and a $500 million revolving
   credit facility under which the Company may borrow to meet the Company's
   ongoing working capital needs.

7. On November 18, 1996, the Company, pursuant to its credit agreement,
   gave notification of its intention to exercise an early prepayment
   option and to prepay $200 million of the outstanding term loan from
   available cash balances of the Company.  The remaining outstanding
   portion of the term loan ($160 million) will be repaid with proceeds
   from the sale of Chadwick's, pursuant to the terms of the credit
   agreement, if not prepaid prior to the closing of the Chadwick's sale.
   The Company expects to record a fourth quarter after-tax charge of $2.7
   million, or $.03 per share, relating to the early retirement of the term
   loan.

8. In October 1988, the Company completed the sale of its former Zayre
   stores division to Ames Department Stores, Inc. ("Ames").  On April 25,
   1990, Ames filed for protection under Chapter 11 of the Federal
   Bankruptcy Code and on December 30, 1992, Ames emerged from bankruptcy
   under a plan of reorganization.  The Company is liable for certain
   amounts to be distributed under the plan for certain unassigned landlord
   claims under certain former Zayre store leases on which Zayre Corp. was
   liable as of the date of acquisition and which Ames has rejected.

   The Company remains contingently liable for the leases of most of the
   former Zayre stores still operated by Ames.  In addition, the Company is
   contingently liable on a number of leases of Waban Inc., a division
   spun-off in fiscal 1990, and of the Hit or Miss division, the Company's
   former off-price women's specialty stores, sold on September 30, 1995.
   The Company believes that in view of the nature of the leases and the
   fact that Ames, Waban and Hit or Miss are primarily liable, the
   Company's contingent liability on these leases will not have a material
   effect on the Company's financial condition.  Accordingly, the Company
   believes its available reserves of $19.7 million as of October 26, 1996
   should be adequate to cover all reasonably expected liabilities
   associated with discontinued operations that it may incur.



                                  PAGE 13
9.  On September 16, 1996, pursuant to a call for redemption, the Company
    prepaid $88.83 million of its 9 1/2% sinking fund debentures.  The
    Company recorded an after-tax extraordinary charge of $2.9 million, or
    $.03 per common share, related to the early retirement of this debt.

10. As of September 12, 1996, pursuant to a call for redemption, the Series
    C Cumulative Convertible Preferred stock was converted into 3,177,844
    shares of common stock.  As of June 18, 1996, pursuant to a call for
    redemption, the Series A Cumulative Convertible Preferred stock was
    converted into 1,190,475 shares of common stock.  As of November 17,
    1996, the Series D Preferred Stock automatically converted into
    1,349,527 shares of common stock.


                                  PAGE 14
PART II.     Other Information

Item 1       Legal Proceedings

             Reference is made to the action described in "Item 3.  Legal
             Proceedings" of the Company's Annual Report on Form 10-K for
             the fiscal year ended January 27, 1996.  On August 19, 1996,
             the court approved the settlement of the case.  The amount of
             the Company's contribution to the settlement was not material.

Item 5       Other Information

             On October 18, 1996, the Company announced it had entered into
             an agreement with Brylane, L.P. to sell its Chadwick's of
             Boston catalog operation.  Pro forma financial statements of
             the Company giving effect to the proposed sale are included on
             pages F-1 through F-8 of this report.

Item 6(a)    Exhibits

      11     Statement re Computation of Per Share Earnings

Item 6(b)    Reports on Form 8-K

             On August 13, 1996, the Company filed a Current Report on Form
             8-K relating to a Standby Agreement between the Company and
             Salomon Brothers Inc and the Company's call for redemption of
             its Series C Cumulative Convertible Preferred Stock.

             The Company is filing a Form 8-K relating to the agreement to
             sell its Chadwick's division, a press release issued by the
             Company on November 12, 1996 and cautionary factors relating to
             forward-looking information.
             
             



























                                  PAGE 15                                     
                                     
                                     
                                     
                                 SIGNATURE



     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.




                              THE TJX COMPANIES, INC.           
                              (Registrant)



     Date: November 19, 1996



                              /s/ Donald G. Campbell            
                              Donald G. Campbell, Executive Vice
                              President - Finance, on behalf
                              of The TJX Companies, Inc. and as
                              Principal Financial and Accounting
                              Officer of The TJX Companies, Inc.
                      THE TJX COMPANIES, INC. 
      PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)



On October 18, 1996, the Company announced that it had reached an
agreement with Brylane, L.P. to sell its Chadwick's of Boston
catalog operation (Chadwick's).  The purchase price includes $222.8
million in cash and a $20 million convertible subordinated note.
The cash purchase price is subject to adjustment based on the
actual closing balance sheet of Chadwick's.  In addition, the
Company will retain Chadwick's consumer credit card receivables.
The Company anticipates consummating the sale in late November or
early December, 1996.

The pro forma condensed consolidated balance sheet as of October
26, 1996 is based on the unaudited historical balance sheet of the
Company as of October 26, 1996, which reflects the Chadwick's
division as a discontinued operation.  The pro forma condensed
consolidated balance sheet as of October 26, 1996 assumes the sale
of the division took place on that date and includes the following
pro forma adjustments: a) receipt of cash proceeds and note
receivable from Brylane, L.P., elimination of the net assets of
Chadwick's sold and recognition of the estimated net gain on the
sale of the division; b) the conversion of the Company's Series D
preferred stock into common stock following a required call for
redemption as a result of the sale; and c) the impact of the
prepayment of a portion of the $375 million term loan incurred to
acquire Marshalls from the cash proceeds from the sale of
Chadwick's.  The remaining net assets from discontinued operations
represents the consumer credit receivables retained by TJX that
will be collected subsequent to the balance sheet date.  The
Company anticipates using available cash balances and/or proceeds
from the Chadwick's sale to fully retire the term loan in the
Company's fourth quarter period ending January 25, 1997, which is
only partially reflected in these pro formas.

The pro forma condensed consolidated statement of income for the
twelve months ended January 27, 1996 is based on the audited
historical statement of income of the Company as reported on Form
10-K for the year ended January 27, 1996 which includes Marshalls
operating results since its acquisition by the Company on November
17, 1995.  (See the Company's filing on Form 8-K dated as of
November 17, 1995 and subsequent amendment.)  These historical
results will be restated to present Chadwick's as a discontinued
operation in future filings that include this period.  The
elimination of Chadwick's from continuing operations is presented
here as a pro forma adjustment.  The pro forma condensed
consolidated statement of income for the nine months ended October
26, 1996 is based on the unaudited historical statement of income
of the Company filed with the Company's Form 10-Q, which already
reflects the operating results of Chadwick's as a discontinued
operation.


                                F-1
The historical results of the Company for the twelve months ended
January 27, 1996 have first been adjusted to reflect the
acquisition of Marshalls as if it had occurred on the first day of
the fiscal year.  The pro forma adjustments include the historical
results of Marshalls from January 29, 1995 through the acquisition
date as well as adjustments for the impact of the purchase
accounting method and the impact of the preferred stock issued and
debt incurred as a result of the acquisition.

The pro forma results reflecting the acquisition of Marshalls for
the twelve months ended January 27, 1996 and the historical results
for the nine months ended October 26, 1996 are adjusted to reflect
the sale of the Chadwick's division as if it also occurred on the
first day of the fiscal year ended January 27, 1996.  In addition
to the pro forma adjustment to eliminate Chadwick's from continuing
operations for the fiscal year ended January 27, 1996, the pro
forma adjustments to both periods to reflect the sale of Chadwick's
include a reduction in interest expense due to the prepayment of
debt from the cash proceeds received, and the recognition of
interest income on the convertible subordinated note receivable.
The pro forma statements of income exclude the non-recurring gain
of approximately $125 million the Company will recognize upon the
sale of the division and exclude a non-recurring charge of
approximately $1.6 million for the partial prepayment of debt.

These pro forma condensed consolidated financial statements have
been prepared for information purposes only and do not necessarily
indicate what would have occurred had the acquisition of Marshalls
and the sale of Chadwick's taken place on the dates indicated.
Specifically, the pro forma condensed consolidated statement of
income for the twelve months ended January 27, 1996 includes the
historical results of Marshalls which is not necessarily indicative
of current results.  Thus, the pro forma statement of income for
the twelve months ended January 27, 1996 does not fully reflect the
impact that Marshalls has had on the Company's results, nor is it
necessarily indicative of the impact that Marshalls may have on
future results of the Company.  In addition, the pro forma
condensed consolidated financial statements do not reflect the
final allocation of the purchase price for Marshalls and do not
reflect benefit of the full prepayment of the $375 million term
loan anticipated to take place in the Company's fourth quarter
period ending January 25, 1997.  The accompanying pro forma
condensed consolidated financial statements should be read in
conjunction with the historical financial statements of the
Company, the Company's Form 8-K dated November 17, 1995 (and
subsequent amendment) relating to the Marshalls acquisition and the
Company's Form 8-K dated October 18, 1996 relating to the agreement
to sell the Chadwick's division.








                                F-2
THE TJX COMPANIES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF OCTOBER 26, 1996 (UNAUDITED) (IN THOUSANDS) PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA Assets Current assets: Cash and cash equivalents $ 236,035 ${ 207,300 (1a) $ 236,035 {(207,300) (1c) Accounts receivable 90,695 90,695 Merchandise inventories 1,335,099 1,335,099 Prepaid expenses 19,054 19,054 Net current assets of discontinued operations 116,009 (26,009) (1a) 90,000 Total current assets 1,796,892 1,770,883 Property, net 724,310 724,310 {20,000 (1a) Other assets 36,432 {(2,700) (1c) 53,732 Goodwill and tradename, net of amortization 231,335 231,335 Net noncurrent assets of discontinued operations 48,627 (48,627) (1a) - Total Assets $2,837,596 $2,780,260 Liabilities Current liabilities: Short-term debt $ - $ - Current installments of long-term debt 94,708 (37,400) (1c) 57,308 Accounts payable 616,200 616,200 Accrued expenses and other {27,664 (1a) current liabilities 653,780 {(1,100) (1c) 680,344 Total current liabilities 1,364,688 1,353,852 Long-term debt, exclusive of current installments 540,362 (169,900) (1c) 370,462 Deferred income taxes 25,885 25,885 Shareholders' Equity Preferred stock at face value 175,000 (25,000) (1b) 150,000 Common stock 77,725 1,349 (1b) 79,074 Additional paid-in capital 386,600 23,651 (1b) 410,251 {125,000 (1a) Retained earnings 267,336 { (1,600) (1c) 390,736 Total shareholders' equity 906,661 1,030,061 Total Liabilities and Shareholders' Equity $2,837,596 $2,780,260
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated balance sheet. F-3
THE TJX COMPANIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED JANUARY 27, 1996 (UNAUDITED) PRO FORMA PRO FORMA ADJUSTMENTS FOR ADJUSTMENTS FOR PRO FORMA SALE OF HISTORICAL MARSHALLS ACQUISITION SUBTOTAL CHADWICK'S PRO FORMA Dollars In Thousands Except Per Share Amounts (C> Net sales $4,447,549 $2,110,394 (2a) $6,557,943 $(472,434) (3a) $6,085,509 Cost of sales, including buying and occupancy costs 3,429,401 { (10,500) (2c) 5,187,537 (286,144) (3a) 4,901,393 {1,768,636 (2a) Selling, general and administrative expenses 830,019 { 2,264 (2d) 1,209,488 (160,143) (3a) 1,049,345 { 377,205 (2a) Store closing costs 35,000 - 35,000 35,000 Interest expense, net 44,226 { 6,258 (2a) 72,572 { (6,040) (3a) {22,088 (2b) {(14,260) (3b) { (1,200) (3c) 51,072 Income from continuing operations before income taxes 108,903 53,346 48,699 Provision for income taxes 45,304 {(16,637) (2a) 23,126 {(8,110) (3a) { (5,541) (2e) { 6,184 (3d) 21,200 Income from continuing operations 63,599 30,220 27,499 Deduct dilutive preferred stock dividends 9,314 8,342 (2f) 17,656 17,656 Income from continuing operations for earnings per share computations $ 54,285 $ 12,564 $ 9,843 Number of common shares for earnings per share computations 73,133,349 1,625,057 (2g) 74,758,406 74,758,406 Income from continuing operations per common share $ .74 $ .17 $ .13
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated statement of income. F-4
THE TJX COMPANIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED OCTOBER 26, 1996 (UNAUDITED) PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA In Thousands Except Per Share Amounts Net sales $4,742,935 $4,742,935 Cost of sales, including buying and occupancy costs 3,694,820 3,694,820 Selling, general and administrative expenses 775,983 775,983 Interest expense,, net 35,674 {(10,708) (3b) { (1,050) (3c) 23,916 Income from continuing operations before income taxes 236,458 248,216 Provision for income taxes 98,154 4,703 (3d) 102,857 Income from continuing operations 138,304 145,359 Deduct dilutive preferred stock dividends 0 0 Income from continuing operations for earnings per share computations $ 138,304 $ 145,359 Number of common shares for primary and fully diluted earnings per share computations 90,574,029 90,574,029 Income from continuing operations per common share $1.53 $1.60
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated statement of income. F-5 THE TJX COMPANIES, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) IN THOUSANDS Note 1 The pro forma condensed consolidated balance sheet reflects the following adjustments: (a) To record an estimated net gain of $125 million on the sale of Chadwick's by recording the consideration received, which includes a $20 million convertible subordinated note and cash of $207.3 million adjusted under the terms of the agreement for an assumed October 26, 1996 closing, recording the write-off of the net assets of discontinued operations sold, except for $90 million for net consumer credit card receivables retained by the Company and recording an estimated liability for expenses, taxes and other costs associated with the sale. The estimated net gain includes the benefit from full utilization of the Company's $139 million capital loss carryforward. (b) The Company is required to redeem its outstanding Series D preferred stock from the proceeds of certain asset sales. It is assumed the Company calls the Series D for redemption and that the holders of the Series D preferred stock elect their conversion rights and convert into common stock. (c) To record the prepayment of long-term debt (including current installments) of $207.3 million from cash proceeds received from the sale and an after-tax charge of $1.6 million for the write-off of deferred financing charges of $2.7 million associated with the debt. The Company anticipates full prepayment of this debt in its fourth quarter reporting period for the fiscal year ending January 25, 1997. Note 2 The pro forma condensed consolidated statement of income reflects the following adjustments relating to the acquisition of Marshalls: (a) To record Marshalls historical results for the period January 29, 1995 through November 17, 1995, the period prior to the Company's acquisition of Marshalls. Net sales $2,110,394 Cost of sales including buying and occupancy costs 1,768,636 Selling, general and administrative expenses 377,205 Interest expense, net 6,258 Provision (benefit) for income taxes (16,637) F-6 (b) To record additional interest expense and amortization of deferred financing costs for the period January 29, 1995 through November 17, 1995. (c) To reflect a reduction in depreciation expense due to the net write down of property to fair value for the period January 29, 1995 through November 17, 1995. (d) To record amortization of "Marshalls" tradename, net of reduction in amortization due to elimination of goodwill from prior acquisitions, for period January 29, 1995 through November 17, 1995. (e) To record the income tax (benefit) associated with pro forma adjustments (b), (c) and (d) at a marginal tax rate of 40%. (f) To adjust preferred stock dividends for dilutive effect of additional dividends on preferred stock issued for acquisition of Marshalls. (g) To adjust weighted average shares outstanding for earnings per share calculations shares for dilutive effect of preferred stock issued for acquisition of Marshalls. Note 3 The pro forma condensed consolidated statement of income reflects the following adjustments for sale of the Chadwick's division. (a) To restate continuing operations for the twelve months ended January 27, 1996 by eliminating the net sales, expenses and tax provision relating to Chadwick's operating results. (b) To reflect a reduction in interest expense as a result of the repayment of a portion of the term loan incurred from the acquisition of Marshalls for the periods indicated. Twelve Months Nine Months Ended Ended January 27, 1996 October 26, 1996 (In Thousands) Interest expense, net $(14,260) $(10,708) (c) To reduce interest expense for interest income on the $20 million note receivable received as partial consideration for the sale of Chadwick's. Interest income of 6% per annum assumed for the twelve months ended January 27, 1996 and 7% per annum for the nine months ended October 26, 1996. Twelve Months Nine Months Ended Ended January 27, 1996 October 26, 1996 (In Thousands) Interest expense, net $(1,200) $(1,050) F-7 (d) To record additional tax provision related to items (b) and (c) at a marginal tax rate of 40%. Twelve Months Nine Months Ended Ended January 27, 1996 October 26, 1996 (In Thousands) Provision for income taxes $6,184 $4,703 F-8
                                                                EXHIBIT 11
PAGE 1 COMPUTATION OF NET INCOME PER COMMON SHARE (UNAUDITED) DOLLARS IN THOUSANDS Thirteen Weeks Ended Thirty-Nine Weeks Ended October 26, October 28, October 26, October 28, 1996 1995 1996 1995 The computation of net income available and adjusted shares outstanding follows: Net income $87,510 $33,877 $153,650 $17,100 Less: Preferred stock dividends - - - (5,367) Net income used for primary and fully diluted computation $87,510 $33,877 $153,650 $11,733 Weighted average number of common shares 77,725,253 72,414,610 77,722,260 72,412,265 outstanding Add (where dilutive): Assumed exercise of those options that are common stock equivalents, net of treasury shares deemed to have been repurchased 1,163,362 72,373 1,110,878 72,270 Assumed exercise of convertible preferred stock 11,740,891 4,371,199 11,740,891 - Adjusted shares out- standing, used for primary and fully diluted computation 90,629,506 76,858,182 90,574,029 72,484,535
 

5 This schedule contains summary financial information extracted from the statements of income and balance sheets and is qualified in its entirety by reference to such financial statements. 9-MOS JAN-25-1997 OCT-26-1996 236,035,000 0 90,695,000 0 1,335,099,000 1,796,892,000 1,144,816,000 420,506,000 2,837,596,000 1,364,688,000 540,362,000 175,000,000 0 77,725,000 653,936,000 2,837,596,000 4,742,935,000 4,742,935,000 3,694,820,000 3,694,820,000 775,983,000 0 35,674,000 236,458,000 98,154,000 138,304,000 18,231,000 (2,885,000) 0 153,650,000 1.70 1.70
 

5 This schedule contains summary financial information extracted from the statements of income and balance sheets and is qualified in its entirety by reference to such financial statements. 6-MOS 3-MOS JAN-25-1997 JAN-25-1997 JUL-27-1996 APR-27-1996 245,342,000 191,413,000 0 0 77,049,000 75,394,000 0 0 1,328,039,000 1,300,256,000 1,751,655,000 1,663,640,000 1,115,230,000 1,087,009,000 393,403,000 366,090,000 2,791,842,000 2,706,068,000 1,291,791,000 1,223,780,000 662,871,000 679,676,000 175,000,000 175,000,000 82,500,000 82,500,000 74,132,000 72,554,000 484,070,000 430,487,000 2,791,842,000 2,706,068,000 3,020,506,000 1,472,247,000 3,020,506,000 1,472,247,000 2,389,549,000 1,167,359,000 2,389,549,000 1,167,359,000 509,065,000 251,151,000 0 0 25,330,000 14,362,000 96,562,000 39,375,000 39,848,000 16,351,000 56,714,000 23,024,000 9,426,000 7,062,000 0 0 0 0 66,140,000 30,086,000 0.73 0.33 0.73 0.33
 

5 This schedule contains summary financial information extracted from the statements of income and balance sheets and is qualified in its entirety by reference to such financial statements. 12-MOS 9-MOS JAN-27-1996 JAN-27-1996 JAN-27-1996 OCT-28-1995 209,226,000 26,902,000 0 0 55,144,000 47,492,000 0 0 1,258,488,000 1,013,471,000 1,615,551,000 1,220,947,000 1,073,792,000 748,781,000 340,599,000 318,783,000 2,674,411,000 1,775,905,000 1,206,400,000 784,959,000 690,713,000 368,066,000 175,000,000 0 107,500,000 107,500,000 72,486,000 72,419,000 409,648,000 408,181,000 2,674,411,000 1,775,905,000 3,975,115,000 2,336,376,000 3,975,115,000 2,336,376,000 3,143,257,000 1,828,638,000 3,143,257,000 1,828,638,000 704,876,000 407,571,000 0 0 38,186,000 24,430,000 88,796,000 75,737,000 37,207,000 32,130,000 51,589,000 43,607,000 (21,990,000) (26,507,000) (3,338,000) 0 0 0 26,261,000 17,100,000 0.23 0.16 0.23 0.16
 

5 This schedule contains summary financial information extracted from the statements of income and balance sheets and is qualified in its entirety by reference to such financial statements. 6-MOS 3-MOS JAN-27-1996 JAN-27-1996 JUL-29-1995 APR-29-1995 19,752,000 21,159,000 0 0 34,259,000 39,589,000 0 0 962,486,000 909,366,000 1,124,139,000 1,084,859,000 725,059,000 698,723,000 306,430,000 292,677,000 1,690,671,000 1,636,841,000 718,013,000 806,116,000 391,052,000 193,497,000 0 0 107,500,000 107,500,000 72,407,000 72,401,000 385,983,000 422,829,000 1,690,671,000 1,636,841,000 1,475,162,000 713,819,000 1,475,162,000 713,819,000 1,167,020,000 565,293,000 1,167,020,000 565,293,000 261,927,000 127,869,000 0 0 14,862,000 6,939,000 31,353,000 13,718,000 14,406,000 6,346,000 16,947,000 7,372,000 (33,724,000) 693,000 0 0 0 0 (16,777,000) 8,065,000 (0.28) 0.09 (0.28) 0.09
 

5 This schedule contains summary financial information extracted from the statements of income and balance sheets and is qualified in its entirety by reference to such financial statements. 12-MOS JAN-28-1995 JAN-28-1995 41,569,000 0 31,532,000 0 786,571,000 920,340,000 674,921,000 278,132,000 1,467,361,000 632,408,000 194,478,000 0 107,500,000 72,401,000 427,051,000 1,467,361,000 3,055,573,000 3,055,573,000 2,370,715,000 2,370,715,000 517,449,000 0 22,171,000 145,238,000 60,758,000 84,480,000 (1,861,000) 0 0 82,619,000 1.03 1.03
 

5 This schedule contains summary financial information extracted from the statements of income and balance sheets and is qualified in its entirety by reference to such financial statements. 9-MOS 6-MOS JAN-28-1995 JAN-28-1995 OCT-29-1994 JUL-30-1994 26,247,000 20,605,000 0 0 44,852,000 28,099,000 0 0 900,067,000 816,513,000 1,041,228,000 927,147,000 659,566,000 628,684,000 274,031,000 262,626,000 1,619,794,000 1,484,781,000 764,486,000 647,711,000 221,770,000 202,152,000 0 0 107,500,000 107,500,000 72,409,000 73,460,000 425,636,000 423,973,000 1,619,794,000 1,484,781,000 2,146,930,000 1,343,277,000 2,146,930,000 1,343,277,000 1,639,707,000 1,029,705,000 1,639,707,000 1,029,705,000 371,853,000 240,774,000 0 0 16,065,000 9,631,000 119,305,000 63,167,000 50,302,000 26,711,000 69,003,000 36,456,000 1,950,000 1,709,000 0 0 0 0 70,953,000 38,165,000 0.89 0.47 0.89 0.47