INDEMNIFICATION AGREEMENT


      AGREEMENT  made this 12th day of June, 1996, between Edison  Brothers
Stores,  Inc., a Delaware corporation, with offices at 501 North  Broadway,
St.  Louis,  Missouri  63102 (the   Corporation  )  and  _________________,
presently residing at ______________________, (  Indemnitee  ).

      WHEREAS,  Indemnitee is a member of the Board  of  Directors  of  the
Corporation and in such capacity is performing a valuable service  for  the
Corporation; and

      WHEREAS,  it appears that lawsuits against directors of publicly-held
corporations  questioning  their decisions and actions  have  increased  in
number in recent years; and

      WHEREAS,  the judgments sought by plaintiffs in such cases are  often
very large, exposing directors to financial risks far out of proportion  to
the amount of compensation (if any) received by them for their services  as
directors; and

      WHEREAS,  regardless of whether a case is meritorious, the  costs  of
defending it can be substantial; and

      WHEREAS,  as a result of the above factors, competent and experienced
persons  are becoming more reluctant to serve as directors of a corporation
unless they are protected by indemnification; and

      WHEREAS, Section 145 of the General Corporation Law of the  State  of
Delaware, under which the Corporation is organized, empowers a corporation,
with  certain limitations, to indemnify a director against such claims  and
to  advance to such director the expenses of defending such actions brought
against  him, and further provides that the indemnification and advancement
of  expenses provided by or granted pursuant to said Section   shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise;   and

      WHEREAS, the Corporation desires to have Indemnitee serve as a member
of  its Board of Directors and as a director, officer, employee or agent of
this  or any other corporation, partnership, joint venture, trust or  other
enterprise of which he has been or is serving or may in the future serve at
the  request of the Corporation, free from undue concern as to the possible
effect of claims for damages by reason of his decisions or actions in  such
capacity;  and to that end, and to thereby induce Indemnitee  to  serve  as
aforesaid, the Corporation has determined that it is in its best  interests
to enter into this Agreement;

      NOW,  THEREFORE,  in  consideration of Indemnitee's  service  to  the
Corporation as a member of its Board of Directors and in any of  the  other
capacities  aforementioned after the date hereof, the parties hereto  agree
as follows:

      Section  1.  Statutory Indemnification.  If Indemnitee was  or  is  a
party  or  is threatened to be made a party to any threatened,  pending  or
completed   action,   suit   or  proceeding,   whether   civil,   criminal,
administrative or investigative, by reason of the fact that he is or was  a
director of the Corporation, or, while a director of the Corporation, is or
was  serving  as  an officer of the Corporation or at the  request  of  the
Corporation  as  a  director,  officer,  employee  or  agent   of   another
corporation,  partnership, joint venture, trust or  other  enterprise,  the
Corporation  shall indemnify and hold harmless Indemnitee against  expenses
(including  attorneys'  fees),  judgments,  fines  and  amounts   paid   in
settlement  actually  and reasonably incurred by Indemnitee  in  connection
with  such  action, suit or proceeding to the fullest extent authorized  or
permitted  by the provisions of Section 145 of the General Corporation  Law
of  the  State of Delaware, or by any amendment thereof or other  statutory
provisions authorizing or permitting such indemnification adopted after the
date hereof.

       Section  2.   Additional  Indemnification.   Subject  only  to   the
exclusions  set  forth in Section 3 hereof, the Corporation hereby  further
agrees  to  hold  harmless and indemnify Indemnitee  against  any  and  all
expenses (including attorneys' fees), judgments, penalties (including ERISA
excise taxes), fines and amounts paid in settlement actually and reasonably
incurred  by  Indemnitee  in  connection with any  threatened,  pending  or
completed action, suit or proceeding (including without limitation expenses
incurred  in  the  investigation, defense, settlement or  appeal  thereof),
whether  civil,  criminal,  administrative or investigative  (including  an
action by or in the right of the Corporation) to which Indemnitee was or is
a  party  or  is threatened to be made a party by reason of the  fact  that
Indemnitee is or was a director of the Corporation or, while a director  of
the  Corporation, is or was serving as an officer of the Corporation or  at
the  request of the Corporation as a director, officer, employee, agent  or
trustee of another corporation, partnership, joint venture, trust or  other
enterprise   (hereinafter  collectively  referred  to  as  an    affiliated
enterprise   )  (including  without limitation the  Edison  Brothers  Stock
Ownership Plan, the Edison Brothers Stores, Inc. 1975 Stock Bonus Plan, the
Edison  Brothers Stores, Inc. 1982 Incentive Stock Option Plan, the  Edison
Brothers  Stores, Inc. 1986 Stock Option Plan, the Edison  Brothers  Stores
Pension  Plan  and any other employee benefit plan or similar  plan  of  or
sponsored by the Corporation or any of its subsidiaries now or hereafter in
effect),  or by reason of any action alleged to have been taken or  omitted
by Indemnitee in any such capacity.

      Section  3.   Limitations on Additional Indemnification.   Indemnitee
shall have no right to indemnification under Section 2 hereof:

     (a)   on  account  of  any action, suit or proceeding  in  respect  to
     remuneration paid to Indemnitee if it is determined by final  judgment
     or other final adjudication that such remuneration was in violation of
     law;

     (b)   on  account  of any action, suit or proceeding  in  which  final
     judgment  is rendered against Indemnitee for an accounting of  profits
     made  from  the  purchase or sale by Indemnitee of securities  of  the
     Corporation  pursuant  to  the provisions  of  Section  16(b)  of  the
     Securities Exchange Act of 1934, as amended, or similar provisions  of
     any federal, state or local statute;

     (c)   on  account  of any action, suit or proceeding in  which  it  is
     determined  by  final  judgment  or  other  final  adjudication   that
     Indemnitee  defrauded the Corporation or an affiliated  enterprise  or
     converted to his personal use or benefit business or properties of the
     Corporation  or an affiliated enterprise or improperly  used  for  his
     personal  benefit confidential information regarding the  business  or
     plans  of the Corporation or an affiliated enterprise or was otherwise
     knowingly dishonest;

     (d)   if a final decision by a court having jurisdiction in the matter
     shall determine that such indemnification is not lawful.

      Section  4.   Notification  and Defense of  Claim.   As  promptly  as
practicable  after receipt by Indemnitee of notice of the  commencement  of
any action, suit or proceeding against him, Indemnitee will, if a claim  in
respect thereof is to be made against the Corporation under this agreement,
notify  the  Corporation of the commencement thereof.  Except as  otherwise
provided  below,  following its receipt of such notice the Corporation  may
(but shall not be obligated to) assume the defense of such action, suit  or
proceeding, with counsel satisfactory to Indemnitee.  After written  notice
from  the  Corporation to Indemnitee of the Corporation's  election  so  to
assume the defense of such action, suit or proceeding, the Corporation will
not  be  liable to Indemnitee under this agreement for any legal  or  other
expenses subsequently incurred by Indemnitee in connection with the defense
thereof  except  as  provided below.  Indemnitee shall have  the  right  to
employ his own counsel in such action, suit or proceeding, but the fees and
expenses of such counsel incurred after notice from the Corporation of  its
assumption  of  the defense thereof shall be at the expense  of  Indemnitee
unless  (a) the employment of counsel by Indemnitee has been authorized  by
the  Corporation, (b) Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Corporation and Indemnitee in the
conduct of the defense of such action or (c) the Corporation shall  not  in
fact have employed counsel to assume the defense of such action, in each of
which  cases the fees and expenses of Indemnitee's counsel shall be at  the
expense  of  the  Corporation.  The Corporation shall not  be  entitled  to
assume  the  defense of any action, suit or proceeding  brought  by  or  on
behalf  of  the Corporation or as to which Indemnitee shall have  made  the
conclusion provided for in (b) above.  In the event the Corporation assumes
the  defense  of  any  such  action, suit or proceeding  pursuant  to  this
Section 4, the Corporation shall not settle such action, suit or proceeding
in  any  manner which would impose any penalty or limitation on  Indemnitee
without   Indemnitee's  written  consent,  which  consent  shall   not   be
unreasonably withheld.

      Section  5.   Advancement of Expenses.  The Corporation  shall,  upon
Indemnitee's request, pay the costs and expenses incurred by Indemnitee  in
connection  with  any  action, suit or proceeding described  in  Section  1
and/or  Section 2 of this Agreement in advance of the final disposition  of
such  action,  suit  or  proceeding, with the understanding  and  agreement
hereby made and entered into by Indemnitee and the Corporation that in  the
event it shall ultimately be determined that Indemnitee was not entitled to
be  indemnified  for such expenses under the terms of this Agreement,  that
Indemnitee  shall repay to the Corporation all amounts so paid or  advanced
in  such  manner  and  on  such terms as the  Board  of  Directors  of  the
Corporation   shall  direct.   Indemnitee  further  agrees  that   if   the
Corporation  assumes the defense of any action, suit or proceeding  against
Indemnitee  pursuant  to Section 4 hereof, Indemnitee  will  reimburse  the
Corporation  for  all  reasonable  expenses  paid  by  the  Corporation  in
defending  such action, suit or proceeding in the event and to  the  extent
that it shall ultimately be determined that Indemnitee was not entitled  to
be indemnified by the Corporation for such expenses under the terms of this
Agreement.   Any determination required to be made under the provisions  of
this  Section  5  shall  be  made (a) by the  Board  of  Directors  of  the
Corporation by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (b) if such a quorum  is
not  obtainable, or even if obtainable a quorum of disinterested  directors
so directs, by independent legal counsel in a written opinion, or (c) by  a
majority vote of the stockholders of the Corporation.

       Section   6.   Procedure  for  Indemnification;  Enforcement.    Any
indemnification  under  Sections 1 or 2 or advance of  costs  and  expenses
under  Section 5 of this Agreement shall be made promptly upon the  written
request of Indemnitee.  If the Corporation denies such request, in whole or
in  part,  or if no disposition thereof is made within sixty days following
the Corporation's receipt of the request, Indemnitee may bring suit against
the  Corporation  in  any court of competent jurisdiction  to  enforce  his
rights  thereto, and, if such suit is successful in whole or in  part,  the
Corporation shall also pay to Indemnitee the fees and expenses incurred  by
Indemnitee in prosecuting such claim.  It shall be a defense to any  action
seeking  to  enforce a right to indemnification under  Section  1  of  this
Agreement  that the Indemnitee has not met the standards of  conduct  which
make it permissible under the Delaware General Corporation Law to indemnify
the  Indemnitee  for  the amount claimed, but the burden  of  proving  such
defense  shall  be  on  the  Corporation.   Neither  the  failure  of   the
Corporation  (including  its  Board  of Directors,  its  independent  legal
counsel  or  its stockholders) to have made a determination  prior  to  the
commencement of such action that indemnification of Indemnitee is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor the fact that there  has
been  an  actual determination by the Corporation (including its  Board  of
Directors,  its  independent  legal  counsel,  or  its  stockholders)  that
Indemnitee  has  not met such applicable standard of conduct,  shall  be  a
defense  to the action or create a presumption that the Indemnitee has  not
met the applicable standard of conduct.

      Section 7.  Other Rights and Remedies.  The rights to indemnification
and  advance payment of expenses conferred on Indemnitee by this  Agreement
shall not be deemed exclusive of any other rights which Indemnitee may  now
or   hereafter  have  under  any  provision  of  law,  the  Certificate  of
Incorporation or By-laws of the Corporation, any other agreement,  vote  of
stockholders or disinterested directors or otherwise.

     Section 8.  Severability.  If any provision of this Agreement shall be
held to be invalid or unenforceable for any reason whatsoever, the validity
and enforceability of the remaining portions of this Agreement shall not in
any way be affected or impaired thereby, and the Corporation shall continue
to indemnify Indemnitee to the full extent permitted by any portion of this
Agreement  that  shall not have been invalidated and  to  the  full  extent
permitted by applicable law.

      Section 9.  Notices.  All notices, requests, and other communications
hereunder  shall be in writing and shall be deemed to have been duly  given
when  delivered personally or when mailed by certified or registered  mail,
postage  prepaid, addressed to the party to whom directed  at  the  address
indicated above or to such other address as may have been furnished by such
party by notice to the other party.

      Section 10.  Continuation of Indemnity; Binding Effect.  The parties'
respective  rights  and obligations contained herein shall  continue  after
Indemnitee has ceased to be a director of the Corporation or to occupy  any
of  the  other  positions referred to in Section 2 hereof.  This  Agreement
shall  be  binding  upon  and inure to the benefit of  Indemnitee  and  the
Corporation   and   their  respective  heirs,  executors,   administrators,
successors and assigns.

      Section 11.  Governing Law.  This agreement shall be governed by  and
construed  and  enforced  in accordance with  the  laws  of  the  State  of
Delaware.

      Section  12.  Amendment and Termination.  No amendment, modification,
termination or cancellation of this Agreement shall be effective unless  in
writing signed by both of the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                              EDISON BROTHERS STORES, INC.



                              By_/S/_______________________________
                                   Alan D. Miller


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                                [Name]