AMENDED AND RESTATED

                       CERTIFICATE OF INCORPORATION

                                    OF

                       EDISON BROTHERS STORES, INC.


          EDISON BROTHERS STORES, INC., a corporation duly incorporated by
the filing of its original Certificate of Incorporation (the  Original
Certificate of Incorporation ) with the Secretary of State of the State of
Delaware on March 13, 1929 (the  Company ), desiring to amend and restate
said Original Certificate of Incorporation, as amended, and such amended
and restated Certificate of Incorporation having been duly adopted in
accordance with Sections 242, 245 and 303 of the General Corporation Law of
the State of Delaware, hereby certifies as follows:

           1.    This  Amended  and Restated Certificate  of  Incorporation
amends  and  restates  the  Original Certificate of  Incorporation  of  the
Company,  as  heretofore amended, and has been duly adopted  in  accordance
with  Sections 242, 245 and 303 of the General Corporation Law of the State
of  Delaware, as amended (the  DGCL ), pursuant to the authority granted to
the  Company under Section 303 of the DGCL to put into effect and carry out
the Debtors' Amended Joint Plan of Reorganization under Chapter 11 of title
11  of  the United States Code (the  Bankruptcy Code ) for the Company,  et
al.  (the  Plan ), as confirmed on September 9, 1997 by order of the United
States Bankruptcy Court for the District of Delaware (the  Bankruptcy Court
).   The Company's Chapter 11 case was commenced by a bankruptcy filing  on
November  3,  1995.  Provision for the making of this Amended and  Restated
Certificate  of  Incorporation is contained in the order of the  Bankruptcy
Court  having jurisdiction under the Bankruptcy Code for the reorganization
of the Company.

           2.    The  Original Certificate of Incorporation, as  heretofore
amended, is hereby further amended and restated to read in its entirety  as
follows:

          FIRST:    The name of the corporation is  EDISON BROTHERS STORES,
INC.  (the  Company ).

           SECOND:   The address of the registered office of the Company in
the  State  of  Delaware is 1013 Centre Road, in the  City  of  Wilmington,
County of New Castle, Delaware 19805.  The registered agent for the Company
at such address is Corporation Service Company.

          THIRD:    The nature of business and purpose of the Company is to
engage  in  any  lawful  act  or activity for  which  corporations  may  be
organized under the Delaware General Corporation Law, as amended (the  DGCL
).

           FOURTH:    The total number of shares of all classes of  capital
stock  which  the  Company  shall have authority to  issue  is  110,000,000
shares, consisting of:
                     (i)  100,000,000 shares of Common Stock, par
               value $0.01 per share (the  Common Stock ); and

                     (ii)  10,000,000 shares of Preferred  Stock,
               par value $0.01 per share (the  Preferred Stock ).

           Except as otherwise provided by law, the shares of capital stock
of the Company, regardless of class, may be issued by the Company from time
to  time  in  such  amounts,  for such lawful consideration  and  for  such
corporate  purpose(s)  as the Board of Directors  may  from  time  to  time
determine.

           Subject  to  the  laws  of the State  of  Delaware  and  to  the
limitations  set forth below, authority is hereby vested in  the  Board  of
Directors  of the Company to issue said ten million (10,000,000) shares  of
Preferred  Stock  from  time  to time in one  or  more  series,  with  such
designations,  voting  powers,  preferences  and  relative,  participating,
optional  and  other  rights,  and  such  qualifications,  limitations   or
restrictions  thereof, as shall be stated in the resolution or  resolutions
providing for the issuance of such stock adopted by the Board of Directors.
Without  limiting  the generality of the foregoing, in  the  resolution  or
resolutions  providing  for  the issuance  of  each  particular  series  of
Preferred Stock, the Board of Directors is expressly authorized:

      (a)   to fix the distinctive serial designation of the shares of  any
such series;

      (b)  to fix the consideration for which the shares of any such series
are to be issued;

      (c)   to fix the rate per annum, if any, at which the holders of  the
shares of any such series shall be entitled to receive dividends, the dates
on  which  such dividends shall be payable, whether the dividends shall  be
cumulative  or  noncumulative, and if cumulative, the date  or  dates  from
which such dividends shall be cumulative;

      (d)  to fix the price or prices at which, the times during which, and
the  other terms, if any, upon which the shares of any such series  may  be
redeemed;

      (e)   to fix the rights, if any, which the holders of shares  of  any
such  series  shall have in the event of a dissolution or upon distribution
of the assets of the Company;

      (f)  to determine whether the shares of any such series shall be made
convertible  into  or  exchangeable for other securities  of  the  Company,
including shares of the Common Stock of the Company or shares of any  other
series  of the Preferred Stock of the Company, now or hereafter authorized,
or any new class of stock of the Company hereafter authorized, the price or
prices  or  the rate or rates at which such conversion or exchange  may  be
made, and the terms and conditions upon which any such conversion right  or
exchange right may be exercised;
      (g)   to  determine whether a sinking fund shall be provided for  the
purchase  or  redemption of shares of such series and, if so,  to  fix  the
terms and amount of such sinking fund;

      (h)   to  determine  (subject to Article EIGHTH hereof)  whether  the
shares of any such series shall have voting rights, and, if so, to fix  the
voting  rights  of the shares of such series, provided, however,  that  the
holders of shares of Preferred Stock shall not be entitled to more than one
vote  per share when voting as a class with the holders of shares of Common
Stock; and

       (i)    to  fix  such  other  preferences,  rights,  privileges   and
restrictions applicable to any such series as may be permitted by law.
           Subject  to  the prior rights of the holders of  any  shares  of
Preferred  Stock,  the  holders of the Common Stock shall  be  entitled  to
receive,  to the extent permitted by law, such dividends as may be declared
from time to time by the Board of Directors.

           Subject  to  the provisions of applicable law and the  Company's
Bylaws with respect to the closing of the transfer books or the fixing of a
record  date  for the determination of stockholders entitled to  vote,  the
holders  of  outstanding  shares of capital  stock  of  the  Company  shall
exclusively possess the voting power for the election of directors  of  the
Company  and for all other purposes as prescribed by applicable  law,  with
each  holder of record of shares of Common Stock having voting power  being
entitled  to one vote for each share of Common Stock registered in  his  or
its name on the books, registers and/or accounts of the Company.

           FIFTH:     A  director of the Company shall  not  be  personally
liable either to the Company or to any stockholder for monetary damages for
breach  of fiduciary duty as a director, except (i) for any breach  of  the
director's duty of loyalty to the Company or its stockholders, or (ii)  for
acts  or omissions which are not taken or omitted to be taken in good faith
or which involve intentional misconduct or knowing violation of the law, or
(iii)  for  any  matter in respect of which such director would  be  liable
under  Section  174  of  the DGCL or any amendment or  successor  provision
thereto,  or  (iv) for any transaction from which the director  shall  have
derived an improper personal benefit.  Neither the amendment nor the repeal
of this Article FIFTH nor the adoption of any provision of this Amended and
Restated Certificate of Incorporation inconsistent with this Article  FIFTH
shall  eliminate or reduce the effect of this Article FIFTH in  respect  of
any  matter occurring, or any cause of action, suit or claim that, but  for
this  Article FIFTH, would accrue or arise prior to such amendment,  repeal
or adoption of an inconsistent provision.

           The Company shall indemnify any person who 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  or  an
officer  of  the  Company  at  any time after the  Effective  Time  against
expenses (including attorneys' fees), judgments, fines and amounts paid  in
settlement actually and reasonably incurred by him in connection with  such
action,  suit  or proceeding to the fullest extent and in  the  manner  set
forth  in and permitted by the DGCL, and any other applicable law, as  from
time  to time in effect.  Such right of indemnification shall not be deemed
exclusive  of  any other rights to which such director or  officer  may  be
entitled  apart  from  the foregoing provisions.  The foregoing  provisions
shall be deemed to be a contract between the Company and each director  and
officer  who  serves in such capacity at any time while this Article  FIFTH
and  the relevant provisions of the DGCL and other applicable law, if  any,
are  in effect, and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state of facts then
or  theretofore  existing  or any action then  or  theretofore  brought  or
threatened based in whole or in part upon any such state of facts.

           The Company may indemnify any person who was 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 an employee or agent of the  Company
after  the  Effective  Time, or is or was serving at  the  request  of  the
Company, as a director, officer, employee or agent after the Effective Time
of   another  corporation,  partnership,  joint  venture,  trust  or  other
enterprise, against expenses (including attorneys' fees), judgments,  fines
and  amounts paid in settlement actually and reasonably incurred by him  in
connection  with such action, suit or proceeding to the extent and  in  the
manner  set  forth  in and permitted by the DGCL, and any other  applicable
law,  as from time to time in effect.  Such right of indemnification  shall
not be deemed exclusive of any other rights to which any such person may be
entitled apart from the foregoing provisions.

           SIXTH:    Notwithstanding Section 228(a) of the DGCL, any action
required  or permitted to be taken by the stockholders of the Company  must
be effected at a duly called annual or special meeting of such stockholders
and  may  not  be effected by any consent in writing by such  stockholders.
Except  as  otherwise  required by law and subject to  the  rights  of  the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, special meetings of stockholders
of  the  Company  may  be called only by the Chairman  of  the  Board,  the
President, or the Board of Directors pursuant to a resolution approved by a
majority  of  the  entire Board of Directors, and shall be  called  by  the
President or Secretary upon the written request of the holders of at  least
51% of the outstanding shares of Common Stock.

           SEVENTH:   At  the  Effective  Time,  the  number  of  directors
constituting the entire Board of Directors shall be not more than nine (9).
After  the Effective Time, the number of directors constituting the  entire
Board  of  Directors shall be fixed by, or in the manner provided  in,  the
Company's Bylaws.  Election of directors need not be by written ballot.

           EIGHTH:   Notwithstanding any other provision contained  herein,
the  Company, as a Debtor (as defined in the Plan referred to below)  under
the Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code  for the Company et al., as confirmed on September 9, 1997 (the   Plan
),  shall not issue nonvoting equity securities in connection with the Plan
and  shall comply, to the extent applicable, with Section 1123(a)(6) of the
Bankruptcy  Code  of 1978, as amended.  This Article EIGHTH  shall  not  be
amended  or  repealed prior to 180 days after the Effective Time;  provided
that  after the expiration of such 180-day period, this Article EIGHTH  may
be  amended  or  repealed by the affirmative vote  of  a  majority  of  the
outstanding  stock entitled to vote thereon in accordance with Section  242
of the DGCL.

                         *  *  *  *

           3.    At  the Effective Time, as contemplated by the Plan,  each
share  of  the  Company's  old common stock, par  value  $1.00  per  share,
outstanding  immediately prior to the Effective Time,  shall,  without  any
further action on the part of the Company or of any holder of stock of  the
Company, be cancelled and cease to represent any ownership interest in  the
Company,  and  new fully paid and nonassessable shares of the Common  Stock
will be issued pursuant to the Plan.

          4.   This Amended and Restated Certificate of Incorporation shall
become  effective at 10:00 a.m., Delaware time, on September 26, 1997  (the
Effective Time ), and shall not become effective until such time.

          IN WITNESS WHEREOF, Edison Brothers Stores, Inc. has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
Alan D. Miller, its Chairman of the Board, President and Chief Executive
Officer, and attested to by Alan A. Sachs, its Executive Vice President,
General Counsel and Secretary, as of September 25, 1997.

                         EDISON BROTHERS STORES, INC.


                         By: __/S/_________________________
                              Alan D. Miller
                                                         Chairman  of   the
                              Board, President and Chief Executive Officer

Attest:


Alan A. Sachs
Executive Vice President, General
Counsel and Secretary