FUNDING ESCROW AGREEMENT
                                     
                                  between
                                     
                       EDISON BROTHERS STORES, INC.,
                                     
                   EDISON BROTHERS APPAREL STORES, INC.
                                     
                                    and
                                     
                      MERCANTILE TRUST COMPANY, N.A.,
                                     
                              as Escrow Agent
                                     
                                dated as of
                                     
                            September 26, 1997

                       TABLE OF CONTENTS

                                                             Page

1.   DEFINITIONS                                                1

2.   APPOINTMENT OF ESCROW AGENT.                               5
          2.1.                         Appointment and Acceptance
          5

3.   FUNDING ESCROW ASSETS DEPOSITED WITH AND DELIVERED TO THE ESCROW
     AGENT                                                      5
          3.1.Deposit into Funding Escrow of Funding Escrow Initial
          Cash                                                  5
          3.2.     Deposit into Funding Escrow of Funding Escrow
          Properties Conveyance Documents                       5
          3.3.                                  No Other Deposits
          6
          3.4.                                        Other Items
          6

4.   PURPOSE AND OPERATION OF FUNDING ESCROW                    6
          4.1.                                            Purpose
          6
          4.2.                                          Operation
          6
          4.3.                           Funding Escrow Mortgages
          7
          4.4.Return of Funding Escrow Assets and Release of Funding
          Escrow Mortgages                                      8

5.   OTHER PROVISIONS AFFECTING THE ESCROW AGENT                8
          5.1.                                               Fees
          8
          5.2.                                    Indemnification
          8
          5.3.  Authorized Representative of the Company and EBAS
          9
          5.4.                                       Instructions
          9
          5.5.                                  Other Protections
          9
          5.6.                               Distribution Records
          10

6.   TERM AND TERMINATION                                      10
          6.1.                                               Term
          10
          6.2.                              Effect of Termination
          10

7.   MISCELLANEOUS                                             10
          7.1.                                            Notices
          10
          7.2.                       No Third Party Beneficiaries
          12
          7.3.                    Entire Agreement; Modifications
          12
          7.4.                                      Governing Law
          13
          7.5.                                       Severability
          13
          7.6.                                           Headings
          13
          7.7.                                            Plurals
          13
          7.8.                                       Counterparts
          13
          7.9.                                      Assignability
          14
Annexes

Annex A   -    Fees and expenses of the Escrow Agent
Annex B        -    Names, positions and specimen signatures of persons
               authorized to act for Edison Brothers Stores, Inc. and
               Edison Brothers Apparel Stores, Inc.

Exhibit

Exhibit A      -    Funding Escrow Mortgages

                  FUNDING ESCROW AGREEMENT

          FUNDING ESCROW AGREEMENT (this  Agreement ) dated as of September
26,  1997  (the  Effective Date ) between Edison Brothers Stores,  Inc.,  a
Delaware corporation (the  Company ), Edison Brothers Apparel Stores, Inc.,
a  Missouri  corporation ( EBAS ), and Mercantile Trust Company,  N.A.,  as
escrow agent (the  Escrow Agent ).

                      R E C I T A L S

           WHEREAS, the Debtors' Amended Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code dated June 30, 1997 has been confirmed by
order  (the  Confirmation Order ), entered September 9, 1997, of the United
States Bankruptcy Court for the District of Delaware (as so confirmed,  the
Plan ); and

           WHEREAS,  the Company and EBAS desire to establish, pursuant  to
Section  1123(b)(3)(B) of the Bankruptcy Code, the Funding Escrow  for  the
benefit of the Reorganized Debtors and holders of New Notes, as provided in
Section 5.2 of the Plan;

           NOW  THEREFORE,  in  consideration of the  premises  and  mutual
covenants and agreements herein contained, the Company, EBAS and the Escrow
Agent hereby agree as follows:

1.    DEFINITIONS. As used in this Agreement, the following terms have  the
respective meanings set forth below:

       Agreement   shall  have the meaning assigned to  such  term  in  the
introductory paragraph hereto.

       Bankruptcy Code  shall mean title 11 of the United States  Code,  as
amended from time to time.

       Business Day  shall mean any day that is not a Saturday or Sunday or
a day on which banks are required or permitted to be closed in the State of
New York or the State of Missouri.

      Cash  shall have the meaning assigned to such term in the Plan.

      Cash Equivalents  shall mean:

     (i)  direct obligations of, and obligations fully guaranteed as to the
full  and timely payment of principal and interest, if any, by, the  United
States of America;

      (ii) demand deposits, time deposits or certificates of deposit of any
depository institution or trust company incorporated under the laws of  the
United States of America or any State thereof (or any domestic branch of  a
foreign  bank)  and subject to supervision and examination  by  Federal  or
State  banking  or  depository institution authorities; provided,  however,
that,  at the time of the investment therein, the commercial paper or other
short-term  unsecured  debt obligations (other than  such  obligations  the
rating  of  which  is  based  on the credit of a  person  other  than  such
depository  institution or trust company) thereof shall be rated   A-1   by
Standard & Poor's or  P-1  by Moody's;

      (iii)      commercial  paper  that, at the  time  of  the  investment
therein, is rated  A-1  by Standard & Poor's or  P-1  by Moody's;

      (iv)  bankers'  acceptances issued by any depository  institution  or
trust company referred to in clause (ii) above;

      (v)   repurchase obligations with respect to any security that  is  a
direct obligation of, or fully guaranteed as to the full and timely payment
of  principal and interest, if any, by, the United States of America or any
agency  or  instrumentality thereof the obligations of which are backed  by
the  full faith and credit of the United States of America, in either  case
entered into with (A) a depository institution or trust company (acting  as
principal)  described in clause (ii) above or (B) a depository  institution
or  trust company whose commercial paper or other short term unsecured debt
obligations  are rated  A-1  by Standard & Poor's or  P-1  by  Moody's  and
long  term unsecured debt obligations are rated  AAA  by Standard &  Poor's
or  Aaa  by Moody's; and

     (vi) money market mutual funds registered under the Investment Company
Act  of 1940, as amended, which invest solely in securities referred to  in
clauses  (i)  through  (v)  above, have a  rating,  at  the  time  of  such
investment,  from  either  Standard & Poor's  or  Moody's  in  the  highest
investment category granted thereby and seek to maintain a net asset  value
of  $1.00  per  unit (including funds for which the Indenture Trustee,  the
Escrow Agent or any of their respective affiliates is investment manager or
advisor).

       Company   shall  have  the meaning assigned  to  such  term  in  the
introductory paragraph hereto.

       Confirmation Order  shall have the meaning assigned to such term  in
the recitals hereto.

       Debtors   shall  mean,  collectively, the Company,  Edison  Brothers
Apparel  Stores, Inc., Edison Brothers Shoe Stores, Inc., Edison Paymaster,
Inc.,  Edison  Brothers  Redevelopment Corporation, Edbro  Missouri  Realty
Company,  Inc., Edison Alabama Stores, Inc., Edison Arkansas Stores,  Inc.,
Edison  Colorado  Stores,  Inc.,  Edison Brothers  Company,  Edison  Hawaii
Stores,  Inc.,  Edison Illinois Stores, Inc., Edison Kansas  Stores,  Inc.,
Edison  Kentucky  Stores,  Inc.,  Edison  Louisiana  Stores,  Inc.,  Edison
Maryland  Stores, Inc., Edison Massachusetts Stores, Inc., Edison  Michigan
Stores,  Inc.,  Edison Minnesota Stores, Inc., Edison  Mississippi  Stores,
Inc.,  Edison Nebraska Stores, Inc., Edison New Jersey Stores, Inc., Edison
New  Mexico Stores, Inc., Edison New York Stores, Inc., Edison Ohio Stores,
Inc.,  Edison  Oklahoma Stores, Inc., Edison Oregon  Stores,  Inc.,  Edison
Pennsylvania  Stores,  Inc., Edison Tennessee Stores,  Inc.,  Edison  Texas
Stores,  Inc.,  Edison Utah Stores, Inc., Edbro Ohio  Realty,  Inc.,  EBSS-
Montana,  Inc.,  EBSS-North Central, Inc., EBSS-Indiana,  Inc.,  EBSS-Iowa,
Inc.,  EBSS-Kansas, Inc., EBSS-Wisconsin, Inc., EBSS-Northeast, Inc., EBSS-
South, Inc., EBSS-Mideast, Inc., EBSS-Michigan, Inc., EBSS-East, Inc., EBSS-
Ohio,  Inc.,  EBSS-Pennsylvania, Inc., EBSS-Texas, Inc.,  EBSS-West,  Inc.,
Edison  Puerto  Rico  Stores,  Inc., Ebscat,  Inc.,  Edison  Brothers  Mall
Entertainment,  Inc., Horizon Entertainment, Inc., Edison  Brothers  Stores
International,  Inc.,  Edisur, Inc., EBS Holdings  Corp.,  Edison  Whittier
Warehouse, Inc., Edbro California USG -- 2, Inc., Edbro Missouri USG --  2,
Inc.,  Edbro  California USG -- 1, Inc., Industrial Design,  Inc.,  Webster
Clothes, Inc., Z&Z Fashions, Ltd., Webster-Rossville, Inc., Time-Out Family
Amusement Centers, Inc., Tofac of Puerto Rico, Inc., Sacha Shoes  Ltd.  and
Mandel's of California.

        EBAS   shall  have  the  meaning  assigned  to  such  term  in  the
introductory paragraph hereto.

       Effective Date  shall have the meaning assigned to such term in  the
introductory paragraph hereto.

       Escrow  Agent  shall have the meaning assigned to such term  in  the
introductory paragraph hereto.

      Funding Escrow  shall mean the escrow of the Funding Escrow Assets by
the  Company  and  EBAS  with  the Escrow Agent  created,  established  and
governed by this Agreement.

       Funding  Escrow  Assets  shall mean, collectively, (1)  the  Funding
Escrow  Initial  Cash  deposited  by the  Company  with  the  Escrow  Agent
hereunder  on  the  Effective  Date,  (2)  the  Funding  Escrow  Properties
Conveyance  Documents  deposited by the Company and EBAS  with  the  Escrow
Agent  hereunder  on the Effective Date, and (3) anything deposited  in  or
transferred  to or earned by the Funding Escrow on or after  the  Effective
Date (including Funding Escrow Cash).

       Funding Escrow Cash  shall have the meaning assigned to such term in
Section 3.1 hereof.

       Funding Escrow Initial Cash  shall have the meaning assigned to such
term in Section 3.1 hereof.

       Funding  Escrow Mortgages  shall mean the mortgages on  the  Funding
Escrow  Properties in substantially the form attached hereto as Exhibit  A,
as such form may be required to be modified to comply with applicable state
law.

       Funding Escrow Properties  shall mean the following properties owned
by  the  Debtors:  (1) that certain parcel of land containing a  five-story
building plus basement comprising the whole of Block 282 of the City of St.
Louis  located at 1230 North Second Street, St. Louis, Missouri;  (2)  that
certain  parcel  of  land  containing a four-story building  plus  basement
located  in  Cook County, Illinois at 131-133 South State Street,  Chicago,
Illinois;  (3)  that certain parcel of land containing approximately  15.02
acres  together  with  a building thereon containing approximately  309,444
square  feet  of ground floor space with accompanying parking facility  and
truck  areas  located  at 1351 Redmond Road, Rome, Georgia;  and  (4)  that
certain  parcel  of  land in Princeton, Potaka County, Indiana,  containing
approximately  41.19  acres  together with a  building  thereon  containing
approximately  369,000 square feet of ground floor space with  accompanying
parking  facility  and  truck areas located at U.S.  41  and  Highway  100,
Princeton, Indiana.

       Funding  Escrow  Properties Conveyance  Documents   shall  mean  the
original  deed (or a certified copy thereof) to each of the Funding  Escrow
Properties.

      Funding Escrow Trust Account  shall have the meaning assigned to such
term in Section 3.1 hereof.
       Indenture  Trustee   shall  mean the Trustee  under  the  New  Notes
Indentures.

      New Notes  shall have the meaning assigned to such term in the Plan.

      New Notes Indentures  shall have the meaning assigned to such term in
the Plan.

       Officer's  Certificate  shall mean a certificate of the Company  and
EBAS  signed by one of the authorized Company and EBAS officers  listed  on
Annex  B  attached  hereto,  as the same may be  supplemented  or  modified
pursuant to Section 5.3 hereof.

       Plan   shall have the meaning assigned to such term in the  recitals
hereto.

       Reorganized Debtors  shall have the meaning assigned to such term in
the Plan.

       Termination  Date  shall have the meaning assigned to such  term  in
Section 6.1 hereof.

2.   APPOINTMENT OF ESCROW AGENT.

      2.1.  Appointment and Acceptance. The Company and EBAS hereby appoint
the  Escrow  Agent to act as agent for the Company and EBAS  in  accordance
with  the  instructions set forth in this Agreement, and the  Escrow  Agent
hereby accepts such appointment.

3.   FUNDING  ESCROW  ASSETS  DEPOSITED WITH AND DELIVERED  TO  THE  ESCROW
     AGENT.

      3.1.  Deposit  into  Funding Escrow of Funding Escrow  Initial  Cash.
Pursuant to the Plan, on the Effective Date, the Company shall deposit  (or
cause  to  be  deposited) with the Escrow Agent, as  part  of  the  Funding
Escrow, by wire transfer of immediately available funds (to Mercantile Bank
of  St.  Louis,  N.A.; ABA No. 081000210; Credit Account  No.  476740-0172;
Attn: Mary L. Parker; For further credit to Account No. 41322440), Cash  in
the  amount of $17,624,076 (the  Funding Escrow Initial Cash ).  The Escrow
Agent  shall  hold the Funding Escrow Initial Cash and all  other  Cash  or
other  funds  contained  from time to time in the Funding  Escrow,  whether
derived  from new deposits therein pursuant to the terms of this Agreement,
investment earnings on the amounts therein or otherwise (the Funding Escrow
Initial  Cash and all such other Cash and funds, collectively, the  Funding
Escrow  Cash  )  in  a  separate trust account (the  Funding  Escrow  Trust
Account  )  in  its  name  for the benefit of the Reorganized  Debtors  and
holders  of  New  Notes hereunder, previously established by  it  for  such
purpose,  until withdrawn for distribution in accordance with the terms  of
this  Agreement.  The Escrow Agent shall invest the Funding Escrow Cash  in
such  Cash Equivalents as the Escrow Agent shall be directed from  time  to
time  by  the  Company.   All risk of loss on the Funding  Escrow  Cash  so
invested  shall  be  at  the risk of the Company.   The  Company  shall  be
responsible for the payment of all taxes and the filing of all  returns  in
respect of any earnings on such Funding Escrow Cash.

      3.2.  Deposit  into  Funding  Escrow  of  Funding  Escrow  Properties
Conveyance  Documents.  Pursuant to the Plan, on the  Effective  Date,  the
Company  and EBAS shall deposit (or cause to be deposited) with the  Escrow
Agent,  as  part  of  the  Funding Escrow, the  Funding  Escrow  Properties
Conveyance   Documents  (except  with  respect  to  those  Funding   Escrow
Properties  as  to  which the Debtors have, prior to  the  Effective  Date,
entered  into a contract to sell, sell and lease back or otherwise  dispose
of).   The Escrow Agent shall hold the Funding Escrow Properties Conveyance
Documents  in  the Funding Escrow, until returned to the Company  or  EBAS,
including  for execution and delivery in connection with a sale,  sale  and
lease  back or other disposition of the Funding Escrow Properties, in  each
case in accordance with the terms of this Agreement.

      3.3.  No  Other  Deposits.   Neither the Company  nor  EBAS  has  any
obligation  to deposit with or transfer to the Escrow Agent any  assets  or
properties other than as set forth in Sections 3.1 and 3.2 hereof.

      3.4.  Other  Items.   The  Company has  delivered  (or  will  shortly
hereafter  deliver)  to  the  Escrow Agent  photocopies  of  the  following
documents:

                     (1)   the Debtors' Joint Disclosure Statement Pursuant
               to  Section 1125 of the Bankruptcy Code dated June 30,  1997
               pertaining to the Plan;

                    (2)  the Plan; and

                    (3)  the Confirmation Order.

4.   PURPOSE AND OPERATION OF FUNDING ESCROW.

      4.1. Purpose.  The purpose of the Funding Escrow shall be to  prefund
the interest payments required to be paid by the Company under the terms of
the New Notes through and including July 31, 2000.

      4.2.  Operation.   The  Company shall have  the  right  in  its  sole
discretion to, at any time and from time to time, pursuant to an  Officer's
Certificate (which the Escrow Agent shall comply with):

           (1)  Transfer Funding Escrow Cash.  Direct the Escrow  Agent  to
transfer  to  the Company or the Indenture Trustee for the benefit  of  the
holders  of  the New Notes in immediately available funds those amounts  of
Funding  Escrow Cash necessary to timely pay the interest payments required
to  be  paid  by the Company under the terms of the New Notes  through  and
including  July 31, 2000; provided, however, that after the occurrence  and
during  the  continuation  of  an Event of  Default  under  the  New  Notes
Indentures caused by the failure of the Company to pay interest on the  New
Notes  under  the terms thereof through and including July  31,  2000,  the
Escrow  Agent  shall, upon the written direction of the Indenture  Trustee,
promptly  distribute  to  the Indenture Trustee, for  the  benefit  of  the
holders of the New Notes, that amount of Funding Escrow Cash equal  to  the
lesser  of  (1)  the interest payments required to be paid by  the  Company
under  the terms of the New Notes through and including July 31, 2000  that
are then due and payable and (2) such Funding Escrow Cash;

           (2)  Dispose  of Funding Escrow Properties.  Direct  the  Escrow
Agent  to  deliver to the Company or EBAS any or all of the Funding  Escrow
Properties  Conveyance Documents and to release the related Funding  Escrow
Mortgages  to  enable the Company or EBAS to sell, sell and lease  back  or
otherwise dispose of, on the terms established by the Company, any  or  all
of the Funding Escrow Properties; provided that the proceeds therefrom (net
of  taxes,  expenses and other costs) shall be transferred  to  the  Escrow
Agent  and  the  Escrow Agent shall deposit such proceeds  in  the  Funding
Escrow  (the Company and EBAS shall pay the taxes relating to and operating
costs of the Funding Escrow Properties, unless and until the Funding Escrow
Properties are sold, sold and leased back or otherwise disposed of);

           (3)  Use  Funding  Escrow Properties.  Use  the  Funding  Escrow
Properties  for any purpose whatsoever for no cost or charge whatsoever  at
all times during the existence of the Funding Escrow, unless and until such
Funding  Escrow  Properties  so used are sold,  sold  and  leased  back  or
otherwise disposed of pursuant to this Agreement; and

           (4)  Substitution.   Substitute for all of  the  Funding  Escrow
Properties Conveyance Documents and the Funding Escrow Mortgages applicable
to  the  Funding Escrow Properties in the Funding Escrow an amount of  Cash
equal  to $12,375,924 (in which case all Funding Escrow Mortgages shall  be
released by the Escrow Agent); provided however, that if the Debtors  have,
prior  to  the  Effective Date, entered into a contract to sell,  sell  and
lease  back  or  otherwise dispose of one or more  of  the  Funding  Escrow
Properties, the Cash proceeds thereof (or, if such Cash proceeds  have  not
been  received prior to the Effective Date, the right to receive such  Cash
proceeds)  shall be transferred into the Funding Escrow and the $12,375,924
otherwise  required  for such substitution shall be reduced  by  an  amount
equal to such proceeds.

      4.3.  Funding  Escrow  Mortgages.  To secure the  Company's  interest
payment  obligations under the terms of the New Notes through and including
July  31,  2000,  the Company and EBAS shall grant to the  Escrow  Agent  a
security interest in the Funding Escrow Properties pursuant to the  Funding
Escrow Mortgages; provided, however, that if the Debtors have, prior to the
Effective  Date, entered into a contract to sell, sell and  lease  back  or
otherwise  dispose  of,  one or more of the Funding Escrow  Properties,  no
Funding  Escrow  Mortgage  shall be granted  on  any  such  Funding  Escrow
Property; and provided further that, if such a sale, sale and lease back or
other  disposition  is not consummated within 60 days after  the  Effective
Date,  such  a  Funding  Escrow  Mortgage  shall  be  granted.   Upon   the
consummation by the Company or EBAS of a sale, sale and lease back or other
disposition  of one or more of the Funding Escrow Properties,  the  related
Funding  Escrow Mortgage shall be released.  If the Escrow Agent forecloses
upon  any  of the Funding Escrow Properties under the terms of the  Funding
Escrow Mortgages, the Escrow Agent shall promptly thereafter distribute  to
the  Indenture  Trustee, for the benefit of the holders of  the  New  Notes
under  the New Notes Indentures, that amount of any Cash proceeds resulting
therefrom  (net  of all reasonable costs of and expenses  incurred  by  the
Escrow  Agent  in  connection therewith) equal to the  lesser  of  (1)  the
interest payments required to be paid by the Company under the terms of the
New Notes through and including July 31, 2000 that are then due and payable
and  (2)  such  Cash  proceeds.  The maximum amount to be  secured  by  the
Funding Escrow Mortgages shall not exceed in the aggregate $21,975,924.

      4.4.  Return  of Funding Escrow Assets and Release of Funding  Escrow
Mortgages.   If  all interest payments required to be paid by  the  Company
under  the terms of the New Notes through and including July 31, 2000  have
been  so  paid by the Company, then (1) all Funding Escrow Assets remaining
after  such  payment shall be returned to the Company by the Escrow  Agent,
free and clear of all claims, liens, encumbrances and contractually imposed
restrictions  arising under or related to this Agreement and the  Plan  and
any documents or instruments relating thereto (including the release of the
related  Funding Escrow Mortgages), as instructed by the Company,  and  (2)
the Escrow Agent shall release all Funding Escrow Mortgages.

5.   OTHER PROVISIONS AFFECTING THE ESCROW AGENT.

      5.1.  Fees.   For the Escrow Agent's services hereunder, the  Company
shall  pay  the Escrow Agent the fees and shall reimburse the Escrow  Agent
the expenses set forth on Annex A attached hereto.

      5.2.  Indemnification.  The Company covenants and agrees to indemnify
the  Escrow Agent and to hold the Escrow Agent harmless against any and all
losses,   liabilities,  costs,  claims,  damages  or  expenses,   including
judgments,  costs  and  reasonable attorney's fees, for  anything  done  or
omitted  by the Escrow Agent in the execution of the Escrow Agent's  duties
and powers hereunder, except losses, liabilities, costs, claims, damages or
expenses  incurred  as a result of negligence, willful  misconduct  or  bad
faith on the part of the Escrow Agent.  With respect to any and all losses,
liabilities, costs, claims, damages or expenses, including judgments, costs
and  reasonable attorney's fees, that may be incurred by the Company or any
of  its subsidiaries or, to the extent not one of such subsidiaries, any of
the Reorganized Debtors, or any of their respective officers, directors  or
employees, related to, arising out of or in connection with this  Agreement
and  the transactions contemplated hereby, the Funding Escrow Assets  shall
be  used, if so directed by the Company, to indemnify the Company and  such
subsidiaries,  Reorganized  Debtors,  officers,  directors   or   employees
therefrom,  except  with  respect to losses,  liabilities,  costs,  claims,
damages  or expenses incurred as a result of negligence, willful misconduct
or  bad  faith on the part of the Company or such subsidiaries, Reorganized
Debtors, officers, directors or employees, as the case may be.

      5.3. Authorized Representative of the Company and EBAS.  Set forth on
Annex B hereto is a list of the names, positions and specimen signatures of
the  persons  authorized  to  act  for the  Company  and  EBAS  under  this
Agreement.   The  Secretary or any Assistant Secretary of the  Company  and
EBAS shall, from time to time, if requested by the Escrow Agent, certify to
the  Escrow  Agent the names and signatures of any other persons authorized
to act for the Company and EBAS under this Agreement.

      5.4. Instructions. Any instructions given to the Escrow Agent orally,
as  permitted  by  any provision of this Agreement, shall be  confirmed  in
writing by the Company as soon as practicable.

      5.5.  Other Protections.  As Escrow Agent for the Company  hereunder,
the Escrow Agent:
     (1)  shall have no duties or obligations other than those specifically
set  forth  herein  or in a written supplement hereto or  amendment  hereof
executed and delivered by the Company, EBAS and the Escrow Agent;

      (2)  shall  not be obligated to take any legal action hereunder which
might,  in  the  Escrow Agent's reasonable judgment and after  consultation
with  the Company, involve any expense or liability unless the Escrow Agent
has been furnished with reasonable indemnity;

      (3)   may  rely  on  and  be  fully  protected  in  acting  upon  any
certificate,  instrument,  opinion,  notice,  letter,  telegram  or   other
document  or security delivered to the Escrow Agent and reasonably believed
by  the  Escrow Agent to be genuine and correct and to have been signed  by
the  proper  party or parties, and may take the statements made therein  as
correct without any affirmative duty of investigation;

     (4)  shall not be liable for any recital or statement contained in any
documents other than those prepared by or on behalf of the Escrow Agent  or
the Escrow Agent's counsel;

      (5)   shall  not be responsible for any failure on the  part  of  the
Company  or  EBAS  to  comply  with any of its  covenants  and  obligations
contained in the Plan;

      (6)   may rely on, and shall be protected in acting upon, the written
or oral (unless expressly required to be in writing hereunder) instructions
of  the  Company  (and telephone instructions reasonably  believed  by  the
Escrow  Agent to be instructions of the Company) with respect to the Escrow
Agent's  duties  hereunder, and shall not be liable for any  action  taken,
suffered  or omitted by the Escrow Agent hereunder, in accordance with  any
such instructions; and

      (7)   may consult with counsel satisfactory to the Escrow Agent,  and
the  opinion  of such counsel shall be full and complete authorization  and
protection  in  respect of any action taken, suffered  or  omitted  by  the
Escrow Agent hereunder in good faith and in accordance with such opinion of
counsel.

      5.6. Distribution Records.  The Escrow Agent shall maintain a written
record  of all distributions made by it hereunder and shall deliver to  the
Company,  as  soon as practicable but in no event later than  two  Business
Days  after  request  therefor by the Company,  a  complete  copy  of  such
records.

6.   TERM AND TERMINATION.

      6.1.  Term.  This Agreement shall commence on the Effective Date  and
shall remain in full force and effect until the Termination Date.  As  used
in this Agreement, the term  Termination Date  shall mean 30 days after the
date  on which there are no longer any Funding Escrow Assets in the Funding
Escrow.

      6.2. Effect of Termination.  From and after the Termination Date, the
respective  rights  and duties of the Company, EBAS and  the  Escrow  Agent
under  this Agreement shall cease, provided that, notwithstanding  anything
to  the  contrary set forth in this Agreement, Sections 5.1 and 5.2  hereof
shall survive any termination of this Agreement.

7.   MISCELLANEOUS.

     7.1. Notices.  Any request, notice, direction, authorization, consent,
waiver,  demand  or  other communication permitted or  authorized  by  this
Agreement to be made upon, given or furnished to or filed with the Company,
EBAS or the Escrow Agent by the other party hereto shall be sufficient  for
every  purpose  hereunder if in writing (including telecopy  communication)
and  telecopied or delivered by hand (including by courier service) or sent
by  registered  or  certified mail, return receipt  requested  and  postage
prepaid, as follows:

     (1)  If to the Company, to it at:

          Edison Brothers Stores, Inc.
          501 North Broadway
          St. Louis, Missouri  63102
          Attention:  Alan A. Sachs, Esq.
          Telephone No.:  (314) 331-6565
          Telecopy No.:  (314) 331-6554

          with a copy to:

          Weil, Gotshal & Manges LLP
          767 Fifth Avenue
               New York, New York 10153
          Attention: Richard P. Krasnow, Esq.
          Telephone No.: (212) 310-8000
          Telecopy No.:  (212) 310-8007

                         or

          (2)  If to EBAS, to it at:

          Edison Brothers Apparel Stores, Inc.
          501 North Broadway
          St. Louis, Missouri  63102
          Attention:  Alan A. Sachs, Esq.
          Telephone No.:  (314) 331-6565
          Telecopy No.:  (314) 331-6554

          with a copy to:

          Weil, Gotshal & Manges LLP
          767 Fifth Avenue
               New York, New York 10153
          Attention: Richard P. Krasnow, Esq.
          Telephone No.: (212) 310-8000
          Telecopy No.:  (212) 310-8007

                         or

     (3)  If to the Escrow Agent, to it at:

          Mercantile Trust Company, N.A.
          P. O. Box 387
          Tram 16-6
          St. Louis, Missouri 63166-0387
          Attention:  Mary Parker, Vice President
          Telephone No.:  (314) 425-1716
          Telecopy No.:   (314) 425-2922

          with a copy to:

          William A. Johnson, Esq.
          Senior Attorney-Trust
          Mercantile Bancorporation Inc.
          One Mercantile Center
          7th and Washington
          Tram 10-7
          St. Louis, Missouri 63101
          Telephone No.:  (314) 425-8168
          Telecopy No.:   (314) 425-1386

or,  in either case, such other address as shall have been set forth  in  a
notice   delivered  in  accordance  with  this  Section  7.1.    All   such
communications shall, when so telecopied or delivered by hand  or  sent  by
registered   or   certified  mail,  be  effective  when   telecopied   with
confirmation of receipt or received by the addressee or three Business Days
after  deposit  in the United States mail, respectively.  Any  person  that
telecopies  any communication hereunder to any person shall,  on  the  same
date  as  such  telecopy is transmitted, also send, by  first  class  mail,
postage  prepaid  and  addressed  to such person  as  specified  above,  an
original  copy of the communication so transmitted.  A copy of  any  notice
provided  by one party to the other party hereunder shall also be  provided
by  the party providing such notice to the Indenture Trustee at the address
thereof set forth in the New Notes Indenture.

      7.2. No Third Party Beneficiaries.  This Agreement is for the benefit
of  the  parties hereto and nothing contained herein shall be construed  to
give  any  third  party any benefits or right hereunder,  except  that  the
Indenture Trustee shall be a third-party beneficiary of this Agreement.

      7.3. Entire Agreement; Modifications.  This Agreement sets forth  the
entire agreement of the parties hereto as to the subject matter hereof  and
supersedes  all  previous  agreements of the parties  hereto  with  respect
thereto,  whether written, oral or otherwise.  This Agreement  may  not  be
changed, modified or altered except by an agreement in writing executed and
delivered on behalf of the Company, EBAS and the Escrow Agent.

     7.4. Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
provisions thereof relating to conflict of laws.

      7.5.  Severability.  If any provision of this Agreement is prohibited
by law or otherwise determined to be invalid or unenforceable by a court of
competent  jurisdiction, such prohibition shall not affect the validity  of
the remaining provisions of this Agreement.

      7.6. Headings.  The descriptive headings of the several Articles  and
Sections  of  this  Agreement are inserted for convenience  and  shall  not
control  or  affect  the meaning or construction of any of  the  provisions
hereof.

      7.7.  Plurals.  Whenever the context herein may require, the singular
form of nouns, pronouns and verbs shall include the plural and vice versa.

      7.8.  Counterparts.  This Agreement may be executed in any number  of
counterparts,  each  of which shall for all purposes be  deemed  to  be  an
original, and all such counterparts shall together constitute but  one  and
the same instrument.

      7.9. Assignability.  This Agreement may not be assigned by the Escrow
Agent without the prior written consent of the Company.


           IN  WITNESS WHEREOF, the Company, EBAS and the Escrow Agent have
caused  this Agreement to be duly executed and delivered as of the day  and
year first above written.

                         EDISON BROTHERS STORES, INC.


                         By:
                         Name:  David B. Cooper, Jr.
                            Title:    Executive    Vice    President    and
      Chief Financial Officer

                         EDISON BROTHERS APPAREL STORES, INC.


                         By:
                         Name:  David B. Cooper, Jr.
                         Title: Vice President and Treasurer


                         MERCANTILE TRUST COMPANY, N.A.,
                            as Escrow Agent


                         By:
                         Name:
                         Title:
                                  Annex A
                                     
                    Company/Escrow Agent Fee Agreement

                                     
                                  Annex B

                 Names, positions and specimen signatures
                     of persons authorized to act for
                       Edison Brothers Stores, Inc.
                                     

          Name and Position          Specimen Signature
David B. Cooper, Jr.
Executive Vice President
and Chief Financial   Officer

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


          
          
          
                 Names, positions and specimen signatures
                     of persons authorized to act for
                   Edison Brothers Apparel Stores, Inc.
                                     
          
          Name and Position          Specimen Signature
David B. Cooper, Jr.
Vice President and Treasurer


          
Alan A. Sachs,
Vice President and Secretary


          
          
                                   Exhibit A
     
                            Funding Escrow Mortgages