UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended             November 2, 1996               

//TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

            For the transition period from          to         

                     Commission file number   1-1394  

                        Edison Brothers Stores, Inc.      
          (Exact name of registrant as specified in its charter)

                            Delaware                   43-0254900   
                (State or other jurisdiction of    (I.R.S. Employer
                 incorporation or organization)     Identification No.)

           501 N. Broadway, St. Louis, Missouri          63102     
             (Address of principal executive offices)   (Zip Code)

    Registrant's telephone number, including area code   314-331-6000 

                              Not applicable                         
             Former name, former address and former fiscal year,
                       if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes X   No   

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report:
                 Common Stock, $1 par value - 22,201,778 


               EDISON BROTHERS STORES, INC. AND SUBSIDIARIES

                                   INDEX

                                                            Page No.

Part I.   Financial Information


          Condensed Consolidated Balance Sheets as of             
            November 2, 1996; February 3,1996; and                
            October 28, 1995                                     1
                                                                  
                                                                  
          Condensed Consolidated Statements of Income for
            the 13 weeks and 39 weeks ended November 2, 1996, 
            and for the 13 weeks and 39 weeks ended 
            October 28, 1995                                     2
                                                                  
                                                                  
          Condensed Consolidated Statements of Cash Flows         
            for the 39 weeks ended November 2, 1996, and for 
            the 39 weeks ended October 28, 1995                  3
                                                                  
                                                                  
          Notes to Condensed Consolidated                         
            Financial Statements                                 4
                                                             
                                                                  
          Management's Discussion and Analysis of Operating       
            Results and Financial Condition                      10
                                                                  
                                                                  
                                                                  
Part II.  Other Information                                      13
                                                                  
                                                                  
Signatures                                                       13


<TABLE>

PART I FINANCIAL INFORMATION
EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                           Nov. 2,     Feb. 3,  Oct.28,
                                            1996        1996       1995  
                                                   (In Millions)   
<S>                                         <C>      <C>         <C> 
            ASSETS
Current Assets:
     Cash and cash equivalents               $ 75.6  $139.6      $ 20.4
     Short-term investments                    82.8               
     Merchandise inventories                  251.4   250.5       345.1
     Income tax receivable                       .7    42.8        39.4
     Prepaid expenses                           5.1    10.2         7.5
     Other current assets                       5.6     9.4        18.5
           Total Current Assets               421.2   452.5       430.9

Property and Equipment, net                   190.1   209.0       260.4
Intangible Assets, net                         43.9    50.3        63.1
Prepaid Pension Expense                        40.1    38.4        41.9
Other Assets                                   13.7    11.3         9.2
          Total Assets                       $709.0  $761.5      $805.5
                                                                  
                LIABILITIES AND COMMON STOCKHOLDER'S EQUITY
                                                                  
Current Liabilities:                                              
     Notes payable                           $       $   .2      $152.5
     Current portion of long-term debt                            233.4
     Accounts payable, trade                   63.2    64.8        58.9
     Payroll and vacations                     11.2    13.4        15.6 
     Other taxes                                7.3     6.9         6.5
     Other current liabilities                 18.6    25.8        37.4
          Total Current Liabilities           100.3   111.1       504.3
                                                                  
Liabilities Subject to Settlement under                           
   Reorganization Proceedings                 501.9   489.8       
Postretirement Benefits                                            40.7
Other Liabilities                              20.3    20.2        32.0
                                                                       
Common Stockholders' Equity:                                      
     Common stock, par value $1 per share      22.2    22.1        22.1
     Capital in excess of par value            76.9    76.7        76.7
     Retained earnings (deficit)              (12.8)   41.6       148.3
     Foreign currency translation                                 
       adjustment and other                      .2               (18.6)
          Total Common Stockholders' Equity    86.5   140.4       228.5
          Total Liabilities and Equity       $709.0  $761.5      $805.5

<fn1>

See notes to condensed consolidated financial statements.

</fn1>
</TABLE>

<TABLE>

EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                             
<CAPTION>
                                    13 Weeks Ended      39 Weeks Ended
                                   Nov 2,    Oct 28,   Nov 2,     Oct 28,
                                   1996       1995     1996       1995  
                                    (In millions except per share data)

<S>                                <C>       <C>       <C>        <C> 
Net Sales                          $255.2    $319.8    $782.1     $972.6
                                                                  
Cost of goods sold, occupancy,                   
   and buying expenses              182.9     246.4     573.9      709.5    
Store operating and administrative                                
   expenses                          65.6      85.6     204.0      259.1
Depreciation and amortization        10.6      15.3      31.1       49.0
Interest expense, net                  .4      11.0       1.3       22.8
Restructuring and reorganization             
     expenses                         7.2      48.4      25.8       69.3
     Total Costs and Expenses       266.7     406.7     836.1    1,109.7
                                                        
Loss before Income Taxes            (11.5)    (86.9)    (54.0)    (137.1)
Income tax provision (benefit)                 (3.7)       .4      (21.7)
Net Loss                           $(11.5)   $(83.2)   $(54.4)   $(115.4)
                                                        
Per Common Share:                                       
 Net Loss                          $ (.52)   $(3.77)   $(2.45)   $(5.23)
                                                        
  Cash dividends declared          $         $         $         $   .42
                                                        
  Weighted average common shares                        
    outstanding (in thousands)     22,202    22,087     22,180    22,063


<fn2>

See notes to condensed consolidated financial statements.

</fn2>
</TABLE>

<TABLE>

EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

                                                    39 Weeks Ended   
                                              Nov 2, 1996   Oct 28,1995
                                                      (In Millions)

<S>                                            <C>            <C>
Cash Flows from Operating Activities:                                   
Net loss                                       $ (54.4)       $(115.4)
  Adjustments to reconcile net loss to                         
  net cash provided(used)by operating                          
  activities:                                                  
  Depreciation and amortization                    31.1          49.0
  Deferred income taxes, net of valuation                        
   allowance                                                      6.2
  Restructuring and reorganization expenses,
    noncash portion                                11.3          69.3
  Changes in assets and liabilities, net of                    
   effects from acquisitions and divestitures:                    
       Merchandise inventories                      (.7)        (23.0)
       Other assets                                45.3         (11.1)
       Accounts payable, accrued expenses,                     
         and other liabilities                     (6.8)        (30.1)
  Other                                             5.4           4.2
  Total Operating Activities                       31.2         (50.9)
                                                               
Cash Flows from Investing Activities:                          
  Payments for companies and assets purchased,                 
    net of cash acquired                                        (14.1)
  Capital expenditures                            (13.1)        (34.5)
  Increase in short-term investments              (82.8)          
  Net proceeds from disposal of subsidiary                        3.8 
  Other                                              .7           2.0
  Total Investing Activities                      (95.2)        (42.8)
                                                               
Cash Flows from Financing Activities:                          
  Prepetition long-term debt payments                             (.1)
  Net prepetition short-term debt borrowings                     96.6 
  Net postpetition payments under short-term                   
     credit facility                               (.2)        
  Dividends on common stock                                      (9.3)
  Other                                             2.0            .6
  Total Financing Activities                        1.8          87.8

Effect of exchange rate changes on cash            (1.8)          (.7)

Cash Used                                         (64.0)          (6.6)
Beginning Cash and Cash Equivalents               139.6           27.0

Ending Cash and Cash Equivalents               $   75.6       $   20.4

<fn3>

See notes to condensed consolidated financial statements.

</fn3>
</TABLE>

EDISON BROTHERS STORES, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   On November 3,1995 (the Petition Date), Edison Brothers Stores, Inc.
     (the company) and 65 of its subsidiaries and affiliates (the Debtors)
     filed petitions for relief under Chapter 11 of the United States
     Bankruptcy Code (Chapter 11) in the United States Bankruptcy Court in
     Wilmington, Delaware.  The Debtors are presently operating their
     respective businesses as debtors-in possession.  A statutory
     Creditors' Committee has been appointed in the Chapter 11 cases.  The
     Chapter 11 cases of the Debtors are being jointly administered for
     procedural purposes only.

     Certain foreign subsidiaries were not included in the Chapter 11
     filing.  The results of their operations and financial position are
     not material to the condensed consolidated financial statements.

     The accompanying unaudited financial statements have been prepared in
     accordance with generally accepted accounting principles applicable to
     a going concern, which principles, except as otherwise disclosed,
     assume that assets will be realized and liabilities will be discharged
     in the normal course of business.  As a result of the Chapter 11 cases
     and circumstances relating to this event, including the company's debt
     structure, its recurring losses, and current economic conditions, such
     realization of assets and liquidation of liabilities are subject to
     significant uncertainty.  Additionally, the amounts reported on the
     condensed consolidated balance sheet could materially change because
     of a plan of reorganization, since such reported amounts do not give
     effect to adjustments to the carrying value of the underlying assets
     or amounts of liabilities that may ultimately result.

     The accompanying unaudited financial statements and notes have been
     condensed and, therefore, do not contain all disclosures required by
     generally accepted accounting principles.  Reference should be made to
     the annual financial statements, including the notes thereto, included
     in the company's Annual Report to Stockholders for the year ended
     February 3,1996.  Interim operating results are not necessarily
     indicative of those for a full fiscal year because of the seasonal
     nature of the business.

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates
     and assumptions that affect the reported amounts of assets and
     liabilities and revenues and expenses during the reporting period.
     Actual amounts could differ from those estimates.  
     
     With respect to the accompanying unaudited financial statements for
     the 39 weeks ended November 2, 1996, it is the company's opinion that
     all necessary adjustments (consisting of normal and recurring
     adjustments) have been included to present a fair statement of results
     for the interim period.  Certain prior year items have been
     reclassified to conform to the current year presentation.

2.   In the Chapter 11 cases, substantially all liabilities as of the
     Petition Date are subject to compromise or other treatment under a
     plan of reorganization to be confirmed by the Bankruptcy Court after
     submission to any required vote by affected parties.  The Debtors have
     the exclusive right to propose and file plans of reorganization and
     the exclusive right to solicit acceptances of such plans until
     February 28, 1997, and April 28, 1997, respectively, the Debtors
     having completed their long term business plan and submitted it to the
     statutory Creditors' Committee on November 1, 1996.  For financial
     reporting purposes, those liabilities and obligations whose treatment
     and satisfaction is dependent on the outcome of the Chapter 11 cases
     have been segregated and classified as liabilities subject to
     settlement under reorganization proceedings in the condensed
     consolidated balance sheet.  Generally, all actions to enforce or
     otherwise effect repayment of pre-Chapter 11 liabilities as well as
     all pending litigation against the Debtors are stayed while the
     Debtors continue their business operations as debtors-in-possession. 
     Schedules have been filed by the Debtors with the Bankruptcy Court
     setting forth the assets and liabilities of the Debtors as of the
     Petition Date as reflected in the Debtors' accounting records.  The
     Bankruptcy Court established a bar date of August 1, 1996, for
     substantially all prepetition claims against the company.  Excluded
     from the bar date are, among other things, claims for damages
     resulting from the rejection of real estate leases and other executory
     contracts where such rejections occur on or after July 1, 1996.  Such
     claims are subject to separate bar dates.  A bar date is the date by
     which claims against the company must be filed if the claimants wish
     to receive any distribution in the Chapter 11 cases.  The company
     notified all known or potential claimants subject to the August 1,
     1996, bar date of their need to file a proof of claim with the
     Bankruptcy Court.  Differences between amounts shown by the Debtors
     and claims filed by creditors are being investigated and will be
     either amicably resolved or adjudicated before the Bankruptcy Court. 
     The ultimate amount of and settlement terms for such liabilities are
     subject to a plan of reorganization and accordingly are not presently
     determinable.

     Under the Bankruptcy Code, the company may elect to assume or reject
     real estate leases, employment contracts, personal property leases,
     service contracts and other prepetition executory contracts, subject
     to Bankruptcy Court approval.  The liabilities subject to settlement
     under reorganization proceedings include a reserve for the estimated
     amount that may be claimed by lessors and allowed in connection with
     the rejection of unexpired real estate leases.  The company will
     continue to analyze its executory contracts and may assume or reject
     additional contracts.

     The principal categories of claims classified as liabilities subject
     to settlement under reorganization proceedings are identified below. 
     The amounts below in total are significantly less than the aggregate
     stated amounts of proofs of claim that have been filed with the
     Bankruptcy Court and may be subject to future adjustment depending on
     Bankruptcy Court action, further developments with respect to disputed
     claims, determination as to the value of any collateral securing
     claims, or other events.  Additional claims may arise from the
     rejection of additional executory contracts by the company.

<TABLE>
<CAPTION>

                                               Nov 2, 1996    Feb. 3, 1996
                                                      (In Millions)

     <S>                                        <C>               <C>       
                                                                        
     Notes payable - banks                     $205.9            $205.9
     Long-term senior notes payable             150.0             150.0
     Cash set-off applied to debt                (3.6)             (3.6)
     Deferred debt costs                         (6.3)             (6.7)
     Capital lease obligations                   12.4               8.4
     Accrued interest payable                     3.5               3.5
     Postretirement benefit accrual              42.0              41.1
     Accounts payable                            39.6              38.5
     Lease termination claims                    39.2              38.6
     Taxes                                        4.1               4.3
     Other                                       15.1               9.8
     Total liabilities subject to settlement 
       under reorganization proceedings.       $501.9            $489.8

</TABLE>

     During the first quarter of 1996, workers' compensation reserves
     totaling $6.4 million were reclassified to liabilities subject to
     settlement under reorganization proceedings.  The reserves represent
     unpaid claims and an estimate of incurred but not reported claims
     existing as of the Petition Date. These reserves were classified as
     other current liabilities as of February 3, 1996.

     As a result of the Chapter 11 filing, no principal or interest
     payments will be made on any prepetition debt without Bankruptcy Court
     approval or until a plan of reorganization providing for the repayment
     terms has been confirmed by the court and becomes effective.  Interest
     on prepetition obligations has not been accrued after the Petition
     Date. Contractual interest expense not recorded on certain prepetition
     debt totaled $26.3 million for the 39 weeks ended November 2, 1996. 
     Cumulative contractual interest expense not recorded since the
     Petition Date totaled $35.4 million as of November 2, 1996.

     Prior to the Chapter 11 filing and certain agreements discussed below,
     the company's debt consisted of senior notes held by various
     institutional lenders amounting to $150.0 million.  The unsecured
     senior notes, having maturities from 7 to 15 years, were to bear
     interest at rates of 7.09% to 8.04%.  The company also had outstanding
     borrowings under a $125.0 million revolving credit facility as well as
     short-term and demand notes under uncommitted bank lines with varying
     interest rates and maturity dates. In addition, the company had $8.4
     million in capital lease obligations relating to its Washington,
     Missouri, distribution center which are characterized as capital
     leases for financial reporting purposes.

     As a result of its operating loss for second quarter 1995, the company
     was in violation of certain financial covenants under its bank and
     senior note agreements.  During the third quarter 1995, the company
     and its subsidiary, Edison Brothers Apparel Stores, Inc., entered into
     an agreement for a $75.0 million secured revolving line of credit
     facility with BankAmerica Business Credit, Inc. extending through
     February 29, 1996.  In addition, the company entered into override
     agreements with its existing lenders through February 29, 1996.  The
     override agreements covered existing 1995 financial covenants and
     deferred principal repayments otherwise due December 1, 1995. 
     Furthermore, the company's primary existing letter of credit bank
     agreed to continue to provide international letters of credit through
     the override period.  In exchange for these concessions, the company
     paid a one-time forbearance fee of $3.6 million and agreed to increase
     the interest rate on the outstanding debt to 9.75%.

     As of the Petition Date, the company had outstanding $150.0 million of
     senior notes, $125.0 million under its $125.0 million revolving credit
     facility, $80.9 million of short-term and demand notes under its
     uncommitted bank lines, $8.4 million of capital lease obligations, and
     $21.6 million under its $75.0 million secured revolving line of credit
     facility.  The company received authorization from the Bankruptcy
     Court to make a $21.6 million payment in satisfaction of the secured
     revolving line of credit facility.  In addition, $3.6 million of cash
     was set-off by the banks against outstanding principal and accrued
     interest balances. 

3.   The company and Edison Brothers Apparel Stores, Inc., as debtors-in-
     possession, are parties to a Loan Agreement dated effective November
     9, 1995(the DIP facility) with BankAmerica Business Credit, Inc., as
     Agent and Lender, under which the company may borrow up to $200.0
     million to fund ongoing working capital needs.  The DIP facility,
     which has been approved by the Bankruptcy Court, has a sublimit of
     $150.0 million, subject to collateral restrictions, for the issuance
     of letters of credit.  The DIP facility is intended to provide the
     company with the cash and liquidity to conduct its operations and pay
     for merchandise shipments at normal levels during the course of the
     Chapter 11 cases.

     At the company's option, the company may borrow under the DIP facility
     at the Reference Rate (as defined in the DIP facility) plus .25% or at
     the Eurodollar Rate (as defined in the DIP facility) plus 1.5%.  The
     current borrowing rate is 8.5%.  The maximum borrowing, up to $200.0
     million, is limited to 50% of the value of eligible inventory (as
     defined inthe DIP facility) plus 95% of the amount of cash deposited
     with the Agent.  The company is required to pay a commitment fee of
     .375% per annum on the unused portion of the DIP facility.  The DIP
     facility contains restrictive covenants including, among other things,
     a limitation on store closings of 850, limitations on the incurrence
     of additional liens and indebtedness, limitations on capital
     expenditures and the sale of assets, the maintenance of minimum
     operating earnings (EBITDA) and inventory levels, and a prohibition on
     paying dividends.  At November 2,1996, the company was in compliance
     with the DIP facility covenants.

     The lenders under the DIP facility have a  super-priority'
     administrative expense claim against the estate of the company.  The
     DIP facility expires on the earlier of November 9, 1997, or the
     effective date of a plan of reorganization that is confirmed by the
     Bankruptcy Court.

     As of November 2, 1996, no borrowings were outstanding under the DIP
     facility.  Outstanding letters of credit were $104.8 million and
     available borrowings under the DIP facility were $49.9 million.

4.   Restructuring and reorganization expenses were as follows:

<TABLE>
<CAPTION>
                                                      39 Weeks Ended       
                                               Nov 2, 1996    Oct 28, 1995
                                                     (In Millions)

     <S>                                        <C>              <C>
     Estimated loss on sale of subsidiaries    $                 $33.3
     Estimated costs of store closings          10.5              20.9
     Accelerated goodwill amortization                            15.1
     Early retirement program                    2.3
     Interest income                            (5.9)
     Other, primarily professional fees         18.9                   

     Total restructuring and reorganization 
        expenses                               $25.8             $69.3

</TABLE>

     In third quarter 1995, the company recorded a $33.3 million charge to
     adjust the net book value of the assets of the mall entertainment
     division to their net realizable value based on an estimated selling
     price.  The company sold substantially all of the assets of its mall
     entertainment division in January, 1996.

     During the second and fourth quarters of 1995, the company recognized
     store closing provisions relating to a restructuring plan for the
     closing of unprofitable stores in 1995 and the first half of 1996.  In
     1995, store closing costs of $101.6 million were recognized and
     represented a reserve to cover early lease termination claims and the
     write-off of fixtures and equipment, leasehold improvements, and
     related intangible assets.  In 1996, additional stores were identified
     to be closed during 1996 and the early part of 1997 and an additional
     $10.5 million store closing reserve was recorded.  Sales through third
     quarter 1996 for stores that either have closed in 1996 or will be
     closed by the early part of 1997 totaled $144.8 million.  Total
     charges of $69.0 million, representing the net book value of fixed and
     intangible assets, have been made to the reserve since inception.  Of
     the remaining reserve, $39.2 million related to lease termination
     claims has been reclassified to liabilities subject to settlement
     under reorganization proceedings.
     
     The company also recorded a $15.1 million charge in third quarter 1995
     for the accelerated amortization of Zeidler & Zeidler goodwill based
     on an analysis of estimated future cash flow, discounted to present
     value.  An evaluation of the carrying value of the goodwill in
     relation to the operating performance of the underlying business
     indicated that such goodwill had declined in value.  In first quarter
     1996, the company announced plans to close its Zeidler & Zeidler
     division.  At the end of October, 1996, the liquidation process was
     virtually complete and the last Zeidler & Zeidler store was closed in
     November, 1996.

     As part of its restructuring initiatives, the company offered an early
     retirement package to eligible employees.  Expenses totaling $2.3
     million related to the program were recorded during second quarter
     1996.

     Other reorganization expenses of $18.9 million relate primarily to
     administrative expenses incurred as a result of the claims
     reconciliation process and professional fees incurred as a result of
     the Chapter 11 filing and restructuring activities.  These
     professional fees include accounting, legal and consulting services
     provided to the company and the Creditors' Committee (which, subject
     to court approval, are required to be paid by the company while it is
     in Chapter 11.)

5.   Net income per common share is based on the weighted average common
     shares outstanding during the period.  Shares issuable under the
     company's stock option plans would have no material dilutive effect on
     earnings per common share.

6.   Common stock shares authorized total 100,000,000; at November 2, 1996,
     27,554,232 shares were issued of which 5,352,454 shares were being
     held in the company's treasury and 22,201,778 shares were outstanding.

7.   Investments are stated at cost that approximates market and consist of
     government securities having maturities ranging from November, 1996,
     to March, 1997.

     The company considers those investments with maturities of three
     months or less to be cash equivalents for condensed consolidated
     statements of cash flows.

8.   Property and equipment, net is composed of the following:

<TABLE>
<CAPTION>

                                          Nov. 2,    Feb. 3,     Oct. 28,
                                           1996        1996        1995  
                                                    (In Millions)


<S>                                        <C>       <C>         <C>
Cost                                      $410.1    $422.3       $522.0
Accumulated depreciation and amortization (220.0)   (213.3)      (261.6)
Net book value                            $190.1    $209.0       $260.4

</TABLE>

9.   Intangible assets, net is composed of the following:

<TABLE>

<S>                                       <C>       <C>          <C> 
Cost                                      $ 65.4    $ 71.4       $ 93.3
Accumulated amortization                   (21.5)    (21.1)       (30.2)
Net book value                            $ 43.9    $ 50.3       $ 63.1

</TABLE>

10.  The effective tax rate of (.7%) of pretax loss for the 39 weeks ended
     November 2, 1996, differs from the company's customary relationship
     between the income tax provision and pretax accounting income (loss). 
     Due to the uncertainty of the company producing future income which
     will be available to absorb net operating loss carryforwards, no tax
     benefit relative to current operating results has been recorded.  In
     addition, the company has concluded that it is likely it will not be
     able to realize its deferred tax assets.  Accordingly, an allowance
     against the net deferred tax asset balance of $(.3) million,
     representing a slight decrease in the total deferred tax asset balance
     on a year-to-date basis, and a credit to income tax expense are
     reflected in the condensed consolidated financial statements as of
     November 2, 1996.  The provision of $.4 million on the 1996 condensed
     consolidated income statement consists of a charge of $.4 million
     related to operations in Puerto Rico, Canada, Taiwan, Hong Kong and
     the Philippines, a $.3 million charge related to state minimum taxes,
     and the $(.3) million deferred tax valuation allowance adjustment
     referred to above.


EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

OPERATING RESULTS

Net sales for the third quarter and 39 weeks ended November 2, 1996,
decreased by 20.2% and 19.6%, respectively, from the comparable periods of
1995 primarily due to the reduction in the number of stores.  The company
operated 2,687 stores at the end of the third quarter 1995 compared to
1,873 at the end of the third quarter 1996.  Same-store sales decreased
1.6% and 3.1% for the 13 week and 39 week periods ended November 2, 1996,
respectively.  For the 13 week period Size 5-7-9 reported a same-store sale
increase of  7.1% and Repp Ltd. reported an increase of 3.7%.   For the 39
week period Size 5-7-9 reported a same-store sale increase of 11.6% and
Repp Ltd. was flat.  The remaining chains' same-store sales were down for
both periods. The positive sales increases in Size 5-7-9 reflect the impact
of the company's restructuring initiatives on Size 5-7-9, the chain
furthest along in the restructuring process. These restructuring
initiatives are focused on various facets of store operations and are
primarily designed to improve efficiency, reduce expenses, enhance customer
service and re-energize sales.

Sales for 1997 will be impacted by the store closings in 1996.  Sales
through third quarter 1996 for stores that either have closed in 1996 or
will be closed by the early part of 1997 totaled $144.8 million.

Cost of goods sold, including occupancy and buying expenses, as a
percentage of sales was 71.7% and 73.4% for the third quarter and 39 weeks
of 1996, respectively, compared to 77.0% and 72.9% for the comparable
periods in 1995.

The decrease in cost of goods sold as a percentage of sales for the third
quarter 1996 compared to 1995 was primarily due to a special markdown of
$18.2 million recorded in third quarter 1995 associated with the
restructuring of tailored clothing merchandise in J. Riggings and Zeidler &
Zeidler.  

The increase in cost of goods sold as a percentage of sales for the 39
weeks was due to increased merchandise costs primarily in Size 5-7-9, Repp
Ltd., and the footwear divisions.  Size 5-7-9 increased its use of domestic
sourcing, Repp Ltd. focused more on branded merchandise versus private
label, and Wild Pair continued to change its product mix, focusing more on
footwear than accessories.  

Special markdown accruals recorded in the second quarter 1996 related to
the liquidation of the remaining inventory in the Zeidler & Zeidler
division and the reduction of the tailored clothing inventory in Repp Ltd.
also contributed to the increase in cost of goods sold as a percentage of
sales for the 39 weeks in 1996 compared to 1995.

Occupancy and buying expenses as a percentage of sales decreased for both
the third quarter and 39 weeks of 1996 compared to the comparable periods
in 1995.  For the respective third quarters, occupancy and buying expenses
were 18.4% and 20.3% of sales in 1996 and 1995.  For the 39 week period,
occupancy and buying expenses were 18.9% and 20.4% of sales in 1996 and
1995, respectively.  The decrease was attributable to the closing of
underperforming stores. 

Store operating and administrative expenses decreased as a percentage of
sales for both the third quarter and 39 week periods in 1996 compared to
1995.  For third quarter, store operating and administrative expenses were
25.7% and 26.8% of sales in 1996 and 1995, respectively.  For the 39 weeks,
such expenses were 26.1% and 26.6% of sales in 1996 and 1995, respectively. 


Store expenses as a percentage of sales for the third quarter were 19.0%
and 19.5% for 1996 and 1995, respectively.  For the 39 weeks, store
expenses were 19.4% and 20.1% of sales for 1996 and 1995, respectively.  
The decrease was also attributable to the closing of underperforming
stores.  

Administrative expenses decreased $6.1 million and $11.9 million for the
third quarter and 39 week periods of 1996, respectively, remaining
relatively constant as a percentage of sales.  Depreciation and
amortization decreased between years due to the decrease in number of
stores in operation and reduced capital expenditures.  Net interest expense
decreased $10.6 million and $21.5 million for the third quarter and 39 week
periods, respectively.  Interest expense on prepetition liabilities of $8.8
million and $26.3 million, respectively, was not recorded for the third
quarter and 39 week periods in 1996. 

Restructuring and reorganization expenses of $25.8 million for the 39 week
period in 1996 consisted of $10.5 million for store closing costs, $2.3
million related to an early retirement program, and $18.9 million of
reorganization expenses, primarily legal and consulting fees, offset by
$5.9 million of interest income.  In the 39 week period in 1995, a $20.9
million store closing reserve was booked related to the closing of
approximately 250 underperforming apparel stores, a $33.3 million charge
was recorded to adjust the net book value of the assets of the mall
entertainment division to their net realizable value based on an estimated
selling price, and a $15.1 million charge for the accelerated amortization
of Zeidler & Zeidler goodwill based on an analysis of estimated future cash
flow, discounted to present value, was also recorded.

The pretax loss for the 39 week period in 1996, excluding restructuring and
reorganization expenses of $25.8 million and special markdown accruals of
$12.4 million,  was $15.8 million compared to a pretax loss of $49.6
million for the same period in 1995 adjusted for special markdown accruals
of $18.2 million, store closing provisions of $20.9 million and asset
write-downs of $48.4 million.  The adjusted pretax loss for the third
quarter in 1996 was $4.3 million compared to the adjusted pretax loss of
$20.3 million for the third quarter in 1995.


FINANCIAL CONDITION

During the 39 weeks ended November 2, 1996, the company had positive cash
flow from operations contributing to an increase in cash and short-term
investments of $18.8 million from year-end 1995.  Excess cash was invested
in short-term government securities having maturities ranging from
November, 1996, to March, 1997.  Cash flow from operations during the 39
week period in 1996 increased $82.1 million from the comparable period in
1995 primarily due to the receipt of an income tax refund of $37.9 million
in first quarter 1996 and improved operating results due to the closing of 
underperforming stores.  The seasonal buildup of inventory was much higher
at the end of third quarter 1995 compared to 1996 due in part to the larger
number of stores in operation. Average inventory per store at the end of
third quarter 1995 was also higher than in 1996 due to tighter inventory
control in 1996.  Tighter credit terms by vendors in third quarter 1995
also caused a significant decrease in accounts payable in third quarter
last year.        

Capital expenditures decreased $21.4 million in the 39 week period of 1996
compared to the comparable period of 1995.  The decrease in property and
equipment, net and intangibles, net between the end of third quarter 1995
and third quarter 1996 was primarily due to store closings.  The change
between year-end 1995 and the end of third quarter 1996 was primarily due
to the write-off of fixed assets in the Zeidler & Zeidler division in first
quarter 1996 when the decision was made to close the remaining Zeidler &
Zeidler stores.  

Positive cash flow from operations during 1996 reduced the company's
reliance on debt to fund working capital needs.  In the first half of 1995,
the company increased its borrowings by $75.0 million and during the third
quarter 1995 borrowed $21.5 million under a revolving line of credit 
with BankAmerica Business Credit, Inc.  Both increases were used to finance
seasonal inventory levels and other working capital needs.  As discussed in
Note 3 of the Notes to Condensed Consolidated Financial Statements, the
company has available a $200.0 million DIP facility with available
borrowings of $49.9 million as of November 2, 1996.  The DIP facility
contains a restrictive covenant prohibiting the payment of dividends and
none were paid during 1996.  In the first half of 1995, the company paid
$9.3 million in dividends.  



               EDISON BROTHERS STORES, INC. AND SUBSIDIARIES

                         PART II OTHER INFORMATION

Item 1 Legal Proceedings
       See Note 1 of the Notes to Condensed Consolidated Financial
Statements.

Items 2, 3, 4 and 5 of Part II are not applicable.

Item 6 Exhibits and Reports on Form 8-K.

(a)  Bylaws of the Company, as amended April 23, 1996, were filed as an
     Exhibit to the company's annual report on Form 10-K for the year ended
     February 3, 1996, and are incorporated herein by reference.

(b)  The company's Certificate of Incorporation, as amended September 8,
     1995, was filed as an Exhibit to the company's quarterly report on
     Form 10-Q for the quarter ended October 28, 1995, and is incorporated
     herein by reference.

(c)  Exhibit 11, computation of per share earnings, is on page 14 of this
     Form 10-Q.

(d)  Exhibit 27, Financial Data Schedule, is on page 15 of this Form 10-Q.

(e)  There were no reports on Form 8-K filed during the quarter ended
     November 2, 1996.



                                SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly amortized.


                       EDISON BROTHERS STORES, INC.


DATE: December 16, 1996       By /s/David B. Cooper, Jr.
                                    Executive Vice President and 
                                    Chief Financial Officer