EDISON BROTHERS STORES, INC.
                1997 DIRECTORS STOCK OPTION PLAN

     1.   Purpose of the Plan

      The  purpose of the Edison Brothers Stores, Inc. 1997 Directors Stock
Option Plan is to encourage qualified individuals to serve as directors  of
EBS  and, by acquiring a financial stake in the success of the Company,  to
have a greater concern for the welfare of EBS and its stockholders.

     2.   Definitions

          A.    Board  means the Board of Directors of EBS.

           B.     Cause  means the willful commission by an optionee  of  a
     criminal  or  other act that causes or will probably cause substantial
     economic   damage  to  EBS  or  substantial  injury  to  the  business
     reputation  of EBS.  For purposes of this definition, no  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 was in the best interests of EBS.

           C.     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)).

          D.    Committee  has the meaning set forth in Section 4 hereof.

           E.    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.

           F.     Director   means  a member of the Board  who  is  not  an
     employee of EBS or any of its Subsidiaries.

           G.     Disability  means the inability of an optionee to perform
     the  duties of a Director by reason of a medically determined physical
     or  mental impairment which has existed for a continuous period of  at
     least 26 weeks.

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

           I.     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  in  such
     alternative plan of reorganization as is ultimately confirmed  by  the
     Bankruptcy Court.

           J.    Fair Market Value,  when used with reference to a share of
     Common Stock as of a particular date, means the average of the highest
     and  lowest selling prices of a share of Common Stock as reported  for
     that  date  (or, if no prices are quoted for that date, for  the  last
     preceding date for which such prices are quoted) on the New York Stock
     Exchange, or, if the Common Stock is not then listed on the  New  York
     Stock  Exchange, on such other national securities exchange  on  which
     the  Common  Stock is listed or, if not so listed, then on the  Nasdaq
     National Market.  If, as of a particular date, the Common Stock is not
     listed  or quoted on any national securities exchange or on the Nasdaq
     National Market, then the Fair Market Value of a share of Common Stock
     as  of such date shall be determined according to such criteria as the
     Committee in good faith shall deem appropriate.

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

           L.     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 200,000.  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 a committee appointed by the Board
(the   Committee ) consisting of two or more members of the Board  each  of
whom  is  a   non-employee director  as such term is defined 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   interpret  the  Plan,  to  prescribe,  amend  and  rescind  rules  and
regulations  relating  to  the Plan, and to make all  other  determinations
necessary  or desirable for the administration of the Plan.  The  decisions
of  the  Committee with respect to the matters set forth in this Section  4
shall be final and binding on all interested parties.

     5.   Grants of Options

          A.   Options may be granted under this Plan only to Directors.

           B.    Each person who is a Director at the close of business  on
     the  Effective Date  shall be automatically granted, effective on such
     day,  and  without  further action by the Board or the  Committee,  an
     option  to purchase 3,500 shares of Common Stock at a price per  share
     determined as of such date pursuant to Section 6.

           C.    Each  person who is first elected or appointed a  Director
     after the Effective Date, shall be automatically granted, effective on
     the  date of such election or appointment,  and without further action
     by  the Board or the Committee, an option to purchase 3,500 shares  of
     Common  Stock at a price per share determined as of such date pursuant
     to Section 6.

     D.    Each  Director  who receives an option under Section  5B  or  5C
     hereof  and who remains a Director effective at the completion  of  an
     Annual  Meeting of Stockholders commencing with the Annual Meeting  of
     Stockholders held in the calendar year following the calendar year  in
     which such Director received an option under Section 5B or Section  5C
     shall be automatically granted, effective on the day of completion  of
     each  such Annual Meeting, and without further action by the Board  or
     the  Committee, an option to purchase that number of shares of  Common
     Stock  (rounded to the nearest whole number) equal to $20,000  divided
     by  the Fair Market Value of a share of Common Stock as of such  date,
     such  option to be exercisable at a price per share equal to such Fair
     Market Value.

           E.    In the event that the number of shares available for grant
     under the Plan is insufficient to make all grants hereby specified  on
     the applicable date, then all Directors who are entitled to a grant on
     such  date  shall share ratably in the number of shares then available
     for grant under the Plan.

     6.   Option Price

      The purchase price per share of Common Stock under each option issued
hereunder shall be the Fair Market Value of a share of Common Stock at  the
time of the grant of the option.

     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, (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

      Each option granted hereunder shall expire ten years from the date of
granting thereof, subject to earlier termination as provided in Section  9.
Within  such  limit, each option shall become exercisable for one-third  of
the  shares  covered thereby after one year from the date of  grant,  shall
become  exercisable  for  an additional one-third  of  the  shares  covered
thereby  after  two  years  from  the  date  of  grant,  and  shall  become
exercisable for the remaining one-third of the shares covered thereby after
three years from the date of grant; provided, however, that no option shall
be  exercisable within the first six months after the date of grant (except
in  the  event  of the death of the optionee), and provided  further  that,
except as permitted by paragraph 9, no option may be exercised at any  time
unless the optionee is then a Director and has been a Director continuously
since the granting of the option.

     9.   Termination of Service

      If  a  Director's service as a Director is terminated  by  reason  of
(i)  Disability,  (ii) death, (iii) failure of the Board to  nominate  such
Director  for  re-election other than for Cause, or (iv) his  ineligibility
for  re-election  pursuant  to  the By-laws of  EBS,  if  applicable,  such
termination shall be considered a  Qualifying Termination.   In  the  event
of  a  Qualifying  Termination, the Director, his legal representative,  or
legatee, as the case may be, may exercise any option held by such Director,
to  the  extent  such option was exercisable as of the date  such  Director
ceased  to be a Director, within one year after his termination of  service
on  the Board (but not after the date of expiration of the option).   If  a
Director's  service is terminated as a result of his determination  not  to
stand  for re-election, such Director may exercise any option held by  such
Director,  to  the extent such option was exercisable as of the  date  such
Director ceased to be a Director, within three months after the termination
of  his  service on the Board (but not after the date of expiration of  the
option).  If a Director's service as a Director is terminated for any other
reason, including for Cause, such termination shall be considered  a   Non-
Qualifying Termination.   In the event of a Non-Qualifying Termination, all
outstanding unexercised options held by such Director shall terminate as of
the date of the Non-Qualifying Termination.

     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.  Amendment and Termination of the Plan

      Subject to the provisions of Section 13E hereof, the Board may at any
time  terminate the Plan or make such modifications of the Plan as it shall
deem advisable.

     12.  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.

     13.  Miscellaneous

          A.  Service as Director.  Nothing in this Plan shall be construed
     as  conferring any right upon any Director to continue as a member  of
     the Board.

           B.   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.

           C.   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.

           D.  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,
     and  the  number,  class  and price of shares subject  to  outstanding
     options, shall be appropriately adjusted by the Committee.

           E.   Adverse  Effect on Optionee of Amendment or Termination  of
     Plan.   No  amendment  or  termination of the Plan  may,  without  the
     written  consent  of an optionee to whom any option  shall  have  been
     granted,  adversely  affect the rights of  such  optionee  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.
     14.  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 14 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.