EXHIBIT 10.2(f)

             FOURTH AMENDMENT and LIMITED TERM WAIVER
                    dated as of March 31, 1997
                                to
                   LOAN AND SECURITY AGREEMENT
                    dated as of June 28, 1996     


     This FOURTH AMENDMENT and LIMITED TERM WAIVER to LOAN AND
SECURITY AGREEMENT dated as of March 31, 1997 (this "Amendment")
is made by VENTURE STORES, INC., a Delaware corporation (the
"Borrower"), the financial institutions named on the signature
pages of this Amendment as "Lenders" and BANKAMERICA BUSINESS
CREDIT, INC., as agent for the Lenders (in such capacity, the
"Agent").  Capitalized terms used herein but not defined herein
shall have the meanings provided in the Loan Agreement referred
to below.

                       W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders and the Agent are parties
to a Loan and Security Agreement dated as of June 28, 1996, as
amended by the First Amendment thereto dated October 15, 1996,
the Second Amendment thereto dated January 8, 1997, and the Third
Amendment thereto dated January 28, 1997 (the "Loan Agreement");

     WHEREAS, the Borrower, the Lenders and the Agent have agreed
to amend the Loan Agreement, and the Lenders and the Agent have
agreed to temporarily waive the Borrower's failure to comply with
certain provisions of the Loan Agreement, in each case, on the
terms and conditions set forth below;

     NOW, THEREFORE, in consideration of the premises set forth
above, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrower,
the Lenders and the Agent hereby agree as follows:

     Section 1.  Amendments to Loan Agreement.  Subject to the
fulfillment of the conditions precedent set forth in Section 3
below, the Loan Agreement is hereby amended as follows:

     (a) the definition of "Borrowing Base" found in 
     Section 1.1 of the Loan Agreement is hereby amended 
     and restated in its entirety as follows:

          " 'Borrowing Base' means:

          (a) from April 1, 1997 to April 30, 1997, the
          greater of (x) the sum of (i) 57.1% of the
          amount of Eligible Inventory at such time,
          minus (ii) the advertising load and transfer
          freight relating to inventory reflected on
          the books of the Borrower at such time and at
          all other times, minus (iii) the Special
          Reserve and (y) the sum of (i) 54.28% of the
          amount of Eligible Inventory at such time,
          minus (ii) the advertising load and transfer
          freight relating to inventory reflected on
          the books of the Borrower at such time; and

          (b) at all other times, the sum of (i) the
          lesser of (1) 60% and (2) the GOB Percentage,
          of the amount of Eligible Inventory at such
          time, minus (ii) the advertising load and
          transfer freight relating to inventory
          reflected on the books of the Borrower at
          such time." 

     (b) Section 1.1 of the Loan Agreement is hereby further 
     amended to insert the following new definition in
     appropriate alphabetical order therein:

          " 'Special Reserve' means, at any time, an
          amount equal to $40,000,000 minus 7.9% of the
          amount of Eligible Inventory at such time."

     Section 2.  Waiver.  Each of the Lenders and the Agent, upon
the effectiveness of this Amendment pursuant to Section 3 below,
hereby waives the Borrower's failure to:

     (a) deliver the unaudited financial statements for the
     month of January 1997 (the "January Financials")
     required to be delivered by March 2, 1997 pursuant to
     Section 6.2(c) of the Loan Agreement;

     (b) maintain a Fixed Charge Coverage Ratio of 0.3 to 1 for
     the three fiscal quarter period ending nearest January 31,
     1997 as required by Section 8.21 of the Loan Agreement;
     and

     (c) maintain a Fixed Charge Coverage Ratio of 1.0 to 1 for
     the nine-month fiscal period ending nearest February 28,
     1997 as required by Section 8.21 of the Loan Agreement,

provided, that the waivers contained in clauses 2(b) and 2(c)
above shall only remain in effect until the earliest and (i)
April 30, 1997, (ii) the date on which the "Commitment Letter"
(as defined below) shall either expire or otherwise terminate,
and (iii) any other Event of Default shall occur under the Loan
Agreement, at which time, unless the Borrower shall have paid all
Obligations under the Loan Agreement in full, an Event of Default
shall have occurred and be continuing as a result of the
termination of the foregoing waivers (in addition, in the case of
item (iii) above, to any other Events of Default which may occur)
and the Agent and the Lenders shall have the right to exercise
all rights and remedies available to them under the Loan
Agreement in respect of such Event of Default.  The Borrower
hereby agrees that it shall immediately notify the Agent if the
Commitment Letter shall expire or otherwise terminate.

     Section 3.  Condition Precedent.  This amendment shall
become effective upon the date first above-written upon the
receipt by the Agent of:

     (a) signed counterparts of this Amendment executed by the
     Majority Lenders and the Borrower;

     (b) the January Financials together with those unaudited
     financials for the month of February 1997 which are required
     pursuant to Section 6.2(c) of the Loan Agreement; and

     (c) a waiver fee, for the account of the Lenders, in
     accordance with their respective Pro Rata Shares, in the
     amount of $250,000.

Notwithstanding anything herein to the contrary, in the event the
conditions to effectiveness set forth in this Section 3 are not
either satisfied or waived in writing by the Majority Lenders
prior to 5:00 p.m. (Chicago time) on March 31, 1997, then this
Amendment shall be of no force and effect.

     Section 4.  Representations and Warranties.  The Borrower
hereby represents and warrants that (i) the representations and
warranties contained in the Loan Agreement are correct in all
material respects as though made on and as of the date of this
Amendment, other than any such representation or warranty which
relates to a specified prior date, (ii) after giving effect to
this Amendment, no Default or Event of Default has occurred and
is continuing and (iii) attached hereto as Exhibit A is a true,
correct and complete copy of the commitment letter provided to
the Borrower on March 27, 1997, by BT Commercial Corporation (the
"Commitment Letter") and such Commitment Letter has been duly
accepted and agreed to by the Borrower and all of the conditions
precedent to the effectiveness of the Commitment Letter have been
satisfied.

     Section 5.  Effect on the Loan Agreement.  Except as
specifically set forth above, (i) the Loan Agreement and all
other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed; and (ii) the
execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Agent or
the Lenders under the Loan Agreement, nor constitute a waiver of
any provision of the Loan Agreement or of any Default or Event of
Default in existence on the date of this Amendment.  

     Section 6.  Release.  In further consideration of the
Lenders' and the Agent's execution of this Amendment, the
Borrower hereby releases the Lenders, the Agent and their
respective affiliates, officers, employees, directors, agents and
attorneys (collectively, the "Releasees") from any and all
claims, demands, liabilities, responsibilities, disputes, causes
of action (whether at law or in equity) and obligations of every
nature whatsoever, whether liquidated or unliquidated, known or
unknown, matured or unmatured, fixed or contingent that the
Borrower may have against the Releasees which arise from or
relate to any actions which the Releasees may have taken or
omitted to take prior to the date hereof with respect to the
Obligations, any Collateral, the Loan Documents and any third
parties liable in whole or in part for the Obligations.  For
purposes of the release contained in this paragraph, the term
"Borrower" shall mean and include such party's successors and
assigns, including, without limitation, any trustees acting on
behalf of such party and any debtor-in-possession in respect of
such party.

     Section 7.  Execution in Counterparts.  This amendment may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument.  

     Section 8. Governing Law.  This Amendment shall be governed
by and construed in accordance with the internal laws (as opposed
to the conflicts of laws provisions) of the State of Illinois.

     Section 9.  Section Titles.  The section titles contained in
this Amendment are and shall be without substance, meaning or
content of any kind whatsoever and are not a part of the
agreement between the parties hereto.  




     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first
above written.



                            VENTURE STORES, INC.

                            By: /s/ Russell Solt     
                            Title: Executive V.P.  



                            BANKAMERICA BUSINESS CREDIT, INC.,
                            as Agent and as a Lender

                            By: /s/ Gregory Eck      
                                Vice President



                            GENERAL ELECTRIC CAPITAL CORPORATION,
                            as a Lender

                            By: /s/ Timothy S. Van Kirk
                                Vice President



                            CONGRESS FINANCIAL CORPORATION, 
                            as a Lender

                            By: /s/ Thomas C. Lannon   
                                Vice President



                            THE CIT GROUP/BUSINESS CREDIT, INC.,
                            as a Lender

                            By: /s/ Kevin Y. Caragay   
                                Assistant Secretary



                            LASALLE BUSINESS CREDIT, INC.,
                            as a Lender

                            By: /s/ Jeffrey J. Podwika  
                                Asset Based Lending Officer