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                                                                   EXHIBIT 10.12




                    SEPARATION AGREEMENT AND GENERAL RELEASE


     Separation Agreement and General Release ("Agreement") by and between
Edison Brothers Stores, Inc., a Delaware corporation ("Edison") and Michael J.
Fine ("Fine").

     Whereas, Edison and Fine have mutually agreed that Fine's employment by
Edison shall cease; and

     Whereas, the parties wish to confirm the terms of Fine's separation from
employment with Edison and wish to fully and finally resolve all matters and
claims (actual or potential) between them arising out of Fine's employment by
Edison and /or his separation from such employment;

     Now, therefore, in consideration of the foregoing and the promises
hereinafter set forth, Edison and Fine hereby agree as follows:

     1.  The parties acknowledge that Fine's employment with Edison will
         terminate effective seven days from the date this Agreement is signed
         by Fine (the "Separation Date").

     2.  On the Separation Date, Edison shall pay to Fine a lump sum cash amount
         of $1,150,000.

     3.  On the Separation Date, Edison shall deliver to Fine the 25,000 shares
         of Edison common stock (the "Restricted Stock") granted to Fine
         pursuant to the letter agreement dated June 4, 1997 between Edison and
         Fine (the "Restricted Stock Agreement"), free of any restrictions
         contained therein. Edison advises and represents that the Restricted
         Stock is presently covered by an effective registration statement on
         Form S-8 under the Securities Act of 1933, as amended, and is saleable
         pursuant to such registration statement.

    4.   Fine acknowledges and agrees that the cash amount set forth in
         Paragraph 2 above shall be deemed to include all vacation pay to which
         he may be entitled as of the Separation Date and that no additional sum
         shall be owing to him in respect of any unused vacation.

    5.   Effective as of the Separation Date, Fine shall be eligible for medical
         and dental coverage in accordance with the Consolidated Omnibus Budget
         Reconciliation Act (COBRA).

    6.   Fine shall be entitled to receive as of the Separation Date all
         benefits for which he is then eligible under the Edison Brothers Stores
         Retirement Account Plan and /or the Edison Brothers Stores Pension
         Restoration Plan, such benefits to be paid in such form as Fine may
         elect in accordance with the terms of such plans.

    7.   Edison shall permit Fine to review in advance any proposed written
         announcements by Edison regarding Fine's separation from employment and
         to offer comments and suggestions regarding such announcements (without
         any obligation on Edison's part to accept or implement such comments
         and suggestions). In all events, it is agreed that no announcement by
         Edison of Fine's separation from employment shall contain any
         disparaging comments regarding Fine's capabilities or performance as an
         executive of Edison or that otherwise would reasonably be construed as
         negatively reflecting on his business or personal reputation.


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    8.   From and after the Separation Date, Fine shall be entitled to be
         indemnified by Edison against all claims by third parties to the same
         extent and subject to the same terms and conditions as any other former
         officer of Edison pursuant to and in accordance with the provisions of
         Edison's Amended and Restated Certificate of Incorporation and the
         Delaware General Corporation Law.

    9.   In consideration of the foregoing, Edison hereby releases and forever
         discharges Fine from any and all actions, causes of action, claims or
         demands of any kind whatsoever which Edison ever had, now has or
         hereafter may have arising out of or relating to Fine's employment by
         Edison and/or his separation from such employment.

    10.  In consideration of the foregoing, Fine hereby releases and forever
         discharges Edison, its subsidiaries, divisions and related entities,
         and its and their respective officers, directors and employees, from
         any and all actions, causes of action, claims or demands of any kind
         whatsoever which Fine ever had, now has or hereafter may have arising
         out of or relating to his employment by Edison and/or his separation
         from such employment, including, without limitation (a) all rights and
         claims under Title VII of the Civil Rights Act of 1964, as amended, the
         Age Discrimination in Employment Act of 1967, as amended, the Missouri
         Human Rights Act, as amended, the Fair Labor Standards Act, as amended,
         and any other federal, state or local statute or regulation, (b) all
         rights and claims based upon or arising out of any employee policy or
         handbook, (c) all rights and claims based upon or arising out of the
         Restricted Stock Agreement, (d) all rights and claims based upon or
         arising out of the Employment Agreement dated September 4, 1997 between
         Edison and Fine, and (e) all claims alleging wrongful discharge or
         based on any other theory of liability.

    11.  Fine understands that he has the right to consult with an attorney
         concerning this Agreement and, by signing below, confirms that he has
         done so. Fine further understands that he will have twenty-one days
         from the date he receives this Agreement to decide whether or not to
         sign it and that, if he does not sign and return this Agreement to
         Edison within such twenty-one day period, this Agreement will be void.
         Fine also understands that if he does sign this Agreement within such
         twenty-one day period, he will then have seven days from the date it
         was signed to revoke the Agreement. Any such revocation, to be
         effective, must be in writing and delivered to Edison within such
         seven-day period. If Fine revokes this Agreement as aforesaid, the
         Agreement will thereupon become void.

    12.  Unless otherwise required by law, the parties agree to keep the terms
         of this Agreement strictly confidential, except that disclosure may be
         made by Fine to his immediate family and by each party to his or its
         respective accountants, attorneys and financial consultants to the
         extent necessary.

    13.  This Agreement constitutes the entire agreement between the parties.
         The Agreement shall be governed by the laws of the State of Missouri,
         without regard to the conflict of laws rules of such State. The
         Agreement may not be amended or modified except in a writing signed by
         Fine and by a duly authorized officer of Edison.

    14.  This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their respective personal representatives,
         executors, heirs, administrators, successors and assigns.

    15.  Fine acknowledges and confirms that he has read each of the provisions
         of this Agreement carefully, understands them and freely and
         voluntarily agrees to them.


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                                                 EDISON BROTHERS STORES, INC.

                                               By:       /s/  Alan A. Sachs
                                                  ------------------------------
                                                        Alan A. Sachs
                                                        Senior Vice President

                                               Dated:      June 9, 1998
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                                                         /s/  Michael J. Fine
                                                --------------------------------
                                                         Michael J. Fine

                                               Dated:      June 9, 1998
                                                     ---------------------------