EDISON BROTHERS STORES, INC.
                     1997 STOCK OPTION PLAN

     1.   Purpose of the Plan

     The purpose of the Edison Brothers Stores, Inc. 1997 Stock Option Plan
is  to  secure  for EBS and its stockholders the benefits of the  incentive
inherent  in  the  ownership of EBS common stock by the  officers  and  key
employees  of the Company who will be largely responsible for the Company's
future growth and financial success.

     2.   Definitions

          A.    Board  means the Board of Directors of EBS.

           B.    Cause,  when used in connection with the termination of an
     optionee's employment by the Company, means (i) the optionee's willful
     or  repeated failure substantially to perform the duties of his or her
     position with the Company (other than any such failure resulting  from
     his or her Disability), which failure is not or cannot be cured within
     five  business days after the Company has given written notice thereof
     to  the  optionee specifying in detail the particulars of the acts  or
     omissions deemed to constitute such failure; (ii) the engaging by  the
     optionee  in willful misconduct which is materially injurious  to  the
     Company;  (iii)  the  engaging by the optionee in  any  act  of  moral
     turpitude that is reasonably likely to materially and adversely affect
     the Company or its business; or (iv) the optionee's conviction of,  or
     entry  of a plea of nolo contendere with respect to, any felony.   For
     purposes  of  this  definition, no act, or  failure  to  act,  on  the
     optionee's part shall be considered  willful  unless done, or  omitted
     to be done, by the optionee in bad faith and without reasonable belief
     that  the  optionee's action or omission was in the best interests  of
     the Company.  The optionee shall not be deemed to have been terminated
     for  Cause  unless  and  until the Board  finds  that  the  optionee's
     termination for Cause is justified and has given the optionee  written
     notice  of  termination, specifying in detail the particulars  of  the
     optionee's conduct found by the Board to justify such termination  for
     Cause.

           C.     Change  in Control  means the occurrence of  any  of  the
     following events:  (i) any  person  or  group  (as such terms are used
     in  Section  13(d) of the Securities Exchange Act of 1934, as  amended
     (the   Exchange  Act )) becomes the  beneficial owner  (as  determined
     pursuant to Rules 13d-3 and 13d-5 promulgated under the Exchange Act),
     directly or indirectly, of securities of EBS having more than  33%  of
     the total voting power of all classes of capital stock of EBS entitled
     to  vote  generally in the election of directors of EBS; (ii)  at  any
     time  during any 24-month period, individuals who at the beginning  of
     such  period constituted the Board of Directors of EBS (together  with
     any  new directors whose election, or nomination for election  by  the
     stockholders  of EBS, to the Board was approved by a majority  of  the
     directors  then  still  in office who either  were  directors  at  the
     beginning of such period or whose election or nomination for  election
     was  previously  so  approved) cease for any reason  to  constitute  a
     majority  of the Board of Directors of EBS then in office;  (iii)  the
     Board approves an agreement providing for the sale, lease, transfer or
     other disposition of all or substantially all of the assets of EBS, in
     one  transaction or a series of related transactions, to  any   person
     or   group   (as such terms are used in Section 13(d) of the  Exchange
     Act)  other  than  a wholly-owned subsidiary of EBS;  (iv)  the  Board
     approves an agreement providing for the merger or consolidation of EBS
     with  another corporation, other than a merger in which EBS  would  be
     the  surviving  corporation and which would result in  (a)  securities
     having  more  than  50% of the total voting power of  all  classes  of
     capital  stock entitled to vote generally in the election of directors
     of the surviving corporation being  beneficially owned  (as determined
     pursuant  to  Rules  13d-3 and 13d-5 under the Exchange  Act)  by  the
     holders  of the capital stock of EBS immediately prior to such  merger
     and   (b)  no   person   or   group   (as  such  terms  are  used   in
     Section   13(d)  of  the  Exchange  Act)   beneficially  owning    (as
     determined pursuant to Rules 13d-3 and 13d-5 under the Exchange  Act),
     directly  or indirectly, securities having more than 33% of the  total
     voting  power  of  all  classes  of capital  stock  entitled  to  vote
     generally  in  the election of directors of the surviving corporation;
     or (v) the Board approves a plan for the liquidation or dissolution of
     EBS; provided, however, that no such event shall be deemed a Change in
     Control if it occurs as part of the implementation of, and pursuant to
     the express terms of, a plan of reorganization of EBS under Chapter 11
     of  Title 11 of the United States Code that has been confirmed by  the
     Bankruptcy Court in the Chapter 11 Case, and provided further that two
     or  more  entities  shall not be deemed to constitute  a   person   or
     group   for  purposes  hereof in respect  of  any  securities  of  EBS
     received  by  them pursuant to such plan of reorganization  merely  by
     virtue  of  the  fact  that such entities were  each  members  of  the
     statutory Creditors' Committee appointed in the Chapter 11 Case.

           D.     Chapter  11  Case   means the case commenced  by  EBS  on
     November  3,  1995 under Chapter 11 of Title 11 of the  United  States
     Code  in the United States Bankruptcy Court in Delaware (Case No.  95-
     1354 (PJW)).

          E.    Committee  has the meaning set forth in paragraph 4 hereof.

           F.    Common Stock  means shares of the common stock of EBS, par
     value $.01 per share, authorized and issued pursuant to the terms of a
     plan  of  reorganization of EBS under Chapter 11 of Title  11  of  the
     United  States  Code  as  confirmed by the  Bankruptcy  Court  in  the
     Chapter 11 Case.

          G.    Company  means EBS and its Subsidiaries.

           H.     Disability  means the inability of an optionee to perform
     the  duties  of his or her position with the Company by  reason  of  a
     medically  determined physical or mental impairment which has  existed
     for  a  continuous  period  of at least 26 weeks  and  which,  in  the
     judgment of a physician who certifies to such judgment, is expected to
     be of indefinite duration or to result in imminent death.

           I.     EBS   means  Edison  Brothers Stores,  Inc.,  a  Delaware
     corporation.

           J.     Effective Date  shall have the meaning ascribed  to  that
     term  in  the  Debtors'  Amended Joint Plan of  Reorganization,  dated
     May  21,  1997,  as  such plan may be amended  or  modified,  or  such
     alternative plan of reorganization as is ultimately confirmed  by  the
     Bankruptcy Court.

           K.     Initial Options  means the options to be granted for such
     numbers  of  shares of Common Stock (not to exceed  in  the  aggregate
     500,000  shares), on such terms and to such individuals as  have  been
     designated  by  the  Special Compensation Subcommittee  prior  to  the
     Effective Date.
           L.     Key Employee  means an executive or other person  who  is
     employed  in a position of administrative or managerial responsibility
     by EBS or a Subsidiary, including store managers.

           M.     Plan   means the Edison Brothers Stores, Inc. 1997  Stock
     Option Plan.

           N.     Special  Compensation  Subcommittee   means  the  Special
     Compensation Subcommittee of the Compensation Committee of  the  Board
     of  Directors  of  EBS,  as  constituted and  existing  prior  to  the
     Effective Date.

           O.     Subsidiary  means any corporation (other than EBS) in  an
     unbroken chain of corporations beginning with EBS if, at the  time  of
     the  granting  of an option, each of the corporations other  than  the
     last  corporation  in the unbroken chain owns stock  possessing  fifty
     percent  (50%)  or  more of the total combined  voting  power  of  all
     classes of stock in one of the other corporations in such chain.

     3.   Stock Subject to the Plan

      The  total number of shares of Common Stock available for  grants  of
options  under  the Plan shall be 800,000.  No individual  may  be  granted
options  in  respect  of more than 200,000 shares of Common  Stock  in  any
twelve-month  period.   If  any option shall  expire  or  terminate  or  be
canceled  for  any  reason  without having  been  exercised  in  full,  the
unpurchased  shares  subject  thereto shall  again  be  available  for  the
purposes of the Plan.  The shares of Common Stock subject to issuance  upon
exercise  of  options under the Plan may be either authorized but  unissued
shares or shares held in the treasury of EBS.

     4.   Administration

      The  Plan shall be administered by the Compensation Committee of  the
Board or such other committee as the Board may designate (the  Committee ).
The  Committee shall be appointed by the Board and shall consist of two  or
more members of the Board each of whom (i) meets the definition of  outside
director   as  such term is used in Section 162(m) of the Internal  Revenue
Code  of  1986, as amended, and (ii) meets the definition of   non-employee
director   as  such term is used in Rule 16b-3(b)(3) under  the  Securities
Exchange  Act  of  1934, as amended.  Except as otherwise provided  in  the
Plan, the Committee shall have complete authority to:

          (a)  interpret the Plan;

          (b)   prescribe, amend and rescind rules and regulations relating
          to the Plan;

          (c)  determine the individuals to whom, and the time or times  at
          which, options shall be granted;

          (d)  determine the number of shares to be subject to each option,
          the  price  at which such shares may be purchased, and all  other
          terms and provisions of each option agreement;

          (e)   make all determinations not specifically set forth  in  (a)
          through  (d) above which it considers necessary or desirable  for
          the administration of the Plan.

Except  as  otherwise provided in the Plan, the decisions of the  Committee
with  respect  to the matters set forth in (a) through (e) above  shall  be
final.

     5.   Grants of Options

     All Initial Options shall, for all purposes of this Plan, be deemed to
have been granted hereunder on and as of the Effective Date, except that no
Initial Options shall be deemed to have been granted to any person who,  as
of  the  Effective  Date,  was not in the employ  of  EBS  or  one  of  its
Subsidiaries.   Within six months after the Effective Date,  the  Committee
shall  grant  options with respect to all remaining shares of Common  Stock
available  for  grants of options under the Plan.  Options may  be  granted
under the Plan only to Key Employees.

     6.   Option Price

      The  purchase  price  of the Common Stock under  each  option  issued
hereunder shall be the fair market value of the Common Stock at the time of
the  grant  of the option.  The Committee may adopt any criterion  for  the
determination  of such fair market value as it may in good faith  determine
to be appropriate.

     7.   Manner of Exercise and Payment

      An  option  shall  be exercised by delivery of a  written  notice  of
exercise to EBS and payment of the full price of the shares being purchased
pursuant to the option.  An optionee may exercise an option with respect to
less  than  the  total number of shares for which the option  may  then  be
exercised.  The price of the shares purchased pursuant to an option may  be
paid  either  (i)  in cash, (ii) by the tender to EBS of shares  of  Common
Stock  owned  by  the optionee and registered in the name of  the  optionee
having an aggregate fair market value on the date of exercise equal to  the
price  of  the  shares  being  purchased, such  fair  market  value  to  be
determined in such manner as may be provided for by the Committee or as may
be  required  in  order to comply with any applicable  law  or  regulation,
(iii) by delivery of irrevocable instructions to a financial institution to
deliver  promptly to EBS sale or loan proceeds with respect to  the  shares
sufficient to pay the purchase price, (iv) through the written election  of
the optionee to have shares of Common Stock withheld by EBS from the shares
otherwise  to  be received, with such withheld shares having  an  aggregate
fair  market value on the date of exercise equal to the price of the shares
being purchased, or (v) by any combination of the payment methods specified
in  clauses (i) through (iv) hereof.  The proceeds received by EBS from the
sale  of  Common Stock subject to an option are to be added to the  general
funds of EBS or to the Common Stock held in its treasury, and used for  its
corporate purposes as the Board shall determine.

     8.   Term and Exercise of Options

     The term of each option shall be not more than ten years from the date
of  granting  thereof.  Within such limit, options will be  exercisable  at
such time or times, and subject to such restrictions and conditions, as the
Committee  shall  approve,  which need not be uniform  for  all  optionees;
provided, however, that except as provided in paragraph 9, no option may be
exercised at any time unless the optionee is then an employee of EBS  or  a
Subsidiary and has been employed continuously by EBS or a Subsidiary  since
the granting of the option.

     9.   Termination of Employment
           A.   If  an  optionee ceases to be employed by the Company,  any
     option  held by such optionee, to the extent the optionee was entitled
     to  exercise  it  at  the date of termination of  employment,  may  be
     exercised  at any time within three months after such termination  but
     not  after the date of expiration of the option.  Notwithstanding  the
     foregoing,  if  the  employment of any optionee is terminated  by  the
     Company  for  Cause,  all unexercised options of such  optionee  shall
     thereupon terminate and thereafter be unexercisable.

           B.  If an optionee's employment is terminated by reason of death
     or  Disability,  any  or  all of the optionee's  unexercised  options,
     whether otherwise eligible for immediate exercise by the terms of  the
     option agreement or not, may be exercised at any time within one  year
     after  such  termination but not after the date of expiration  of  the
     option.

           C.  If an optionee retires after reaching age 65, any or all  of
     the  optionee's  unexercised options, whether otherwise  eligible  for
     immediate exercise by the terms of the option agreement or not, may be
     exercised  at  any  time  within three  months  after  the  optionee's
     retirement but not after the date of expiration of the option.

          D.  If an optionee retires after attaining age 55 but not age 65,
     the  Committee, in its sole discretion, may permit any or all  of  the
     optionee's  unexercised unexpired options, whether otherwise  eligible
     for immediate exercise by the terms of the option agreement or not, to
     be  exercised within three months after the optionee's retirement  but
     not after the date of expiration of the option.

     10.  Nontransferability of Options

       Each  option  granted  under  the  Plan  shall,  by  its  terms,  be
nontransferable  otherwise  than  by  will  or  the  laws  of  descent  and
distribution  and  an option may be exercised, during the  lifetime  of  an
optionee, only by the optionee.

     11.  Successive Option Grants

      Successive  option grants may be made to any holder of options  under
the Plan.

     12.  Amendment and Termination of the Plan

      Subject to the provisions of paragraph 14G hereof, the Board  may  at
any  time terminate the Plan or make such modifications of the Plan  as  it
shall  deem  advisable; provided, however, that the Board may not,  without
approval  by  the holders of Common Stock of EBS, increase  the  number  of
shares  as to which options may be granted under the Plan (except  pursuant
to  the  provisions of paragraph 14F), change the class of persons to  whom
options  may  be granted, or materially increase the benefits  accruing  to
participants under the Plan.

     13.  Term of the Plan

      This  Plan  shall  take  effect as of the Effective  Date  and  shall
terminate  ten years after such date.  No option shall be granted hereunder
after  the expiration of such ten-year period.  Options outstanding at  the
termination of the Plan shall continue in full force and effect  and  shall
not be affected thereby.

     14.  Miscellaneous

           A.   Rights as Stockholder.  An optionee shall have none of  the
     rights  of  a stockholder with respect to Common Stock subject  to  an
     option, until such shares are issued to such optionee upon exercise of
     the option.

           B.   Rights to Continued Employment.  Nothing in the Plan or  in
     any option granted pursuant to the Plan shall confer on any individual
     any  right to continue in the employ of the Company or interfere  with
     the right of the Company to terminate such individual's employment  at
     any time.

           C.  Leaves of Absence.  The option agreements issued pursuant to
     the  Plan may contain such provisions as the Committee shall determine
     with respect to the effect of approved leaves of absence.

           D.   Pension  Rights.  Benefits received under the  Plan  by  an
     optionee shall not affect or be used in the calculation of pension  or
     other retirement benefits under any other plan of EBS.

           E.   Investment Purpose.  Each option under the  Plan  shall  be
     granted  only on the condition that all purchases of stock  thereunder
     shall  be  for investment purposes, and not with a view to  resale  or
     distribution,  except that the Committee may make  such  provision  in
     options granted under the Plan as it deems necessary or advisable  for
     the   release  of  such  condition  upon  the  registration  with  the
     Securities and Exchange Commission of stock subject to the options, or
     upon the happening of any other contingency warranting the release  of
     such condition.

           F.  Adjustments Upon Changes in Capitalization.  In the event of
     changes  in the outstanding Common Stock by reason of stock dividends,
     recapitalizations,  mergers,  consolidations,  split-ups,   spin-offs,
     combinations or exchanges of shares and the like, the aggregate number
     and  class of shares as to which options may be granted under the Plan
     or  granted to any individual participant as set forth in paragraph 3,
     and  the  number,  class  and price of shares subject  to  outstanding
     options, shall be appropriately adjusted by the Committee.

           G.   Adverse  Effect on Optionee of Amendment or Termination  of
     Plan.   No  amendment  or  termination of the Plan  may,  without  the
     written  consent  of an employee to whom any option  shall  have  been
     granted,  adversely  affect the rights of  such  employee  under  such
     option,  which  rights shall include all rights of the optionee  under
     the Plan as it existed as of the date of grant of the option.

          H.  Time of Granting of Options.  Except as otherwise provided in
     paragraph 5 hereof, an option grant under the Plan shall be deemed  to
     be  made on the date on which the Committee, by formal action  of  its
     members,  duly recorded in the records thereof, makes an award  of  an
     option to an eligible employee of EBS or a Subsidiary.

           I.  Effect of a Change in Control.  In the event of a Change  in
     Control,  all  options then outstanding under the  Plan  shall  become
     immediately and fully exercisable.

     15.  Tax Withholding

     An optionee shall be required to pay to EBS at the time of exercise of
an  option  the amount that EBS deems necessary to satisfy its  withholding
obligation  with respect to Federal, state or local income or  other  taxes
(which  for  purposes  of  this paragraph 15 includes  an  optionee's  FICA
obligation)  incurred by reason of the exercise.  Upon the exercise  of  an
option  requiring tax withholding, an optionee may make a written  election
to have shares of Common Stock withheld by EBS from the shares otherwise to
be received.  The number of shares so withheld shall have an aggregate fair
market  value on the date of exercise sufficient to satisfy the  applicable
withholding taxes.

     16.  Tax-Offset Bonus Rights

      The  Committee,  in its sole discretion, may grant  tax-offset  bonus
rights  ( TOBR's ) with respect to options.  Such TOBR's may be granted  to
an  optionee  at the time of the grant of the related option or  subsequent
thereto.   A  TOBR  shall  entitle the optionee to receive  from  EBS  upon
exercise  of the related option an amount in cash equal to (1) the  excess,
if  any,  of  the  aggregate market price of the  shares  acquired  by  the
exercise  of the option on the date of exercise over the aggregate purchase
price  of  the  shares  acquired  by such  exercise  multiplied  by  (2)  a
percentage (either fixed or by formula) determined solely by the Committee.
The  Committee shall determine all other terms and provisions of any  TOBR.
No  TOBR  shall  be  assignable or transferable except to  the  extent  the
Committee permits such TOBR to be assigned by will or through the  laws  of
descent and distribution.