EXHIBIT 10.10





                       VENTURE STORES, INC.

                     1997 STOCK OPTION PLAN 







                       VENTURE STORES, INC.
                      1997 STOCK OPTION PLAN

Section 1.   Establishment and Purpose . . . . . . . . . . . .  1

Section 2.   Definitions . . . . . . . . . . . . . . . . . . .  1

Section 3.   Administration. . . . . . . . . . . . . . . . . .  3

Section 4.   Shares Reserved Under the Plan. . . . . . . . . .  3

Section 5.   Participants. . . . . . . . . . . . . . . . . . .  3

Section 6.   Types of Options. . . . . . . . . . . . . . . . .  4

Section 7.   Award Date and Option Agreement . . . . . . . . .  4

Section 8.   Incentive Stock Options . . . . . . . . . . . . .  4

Section 9.   Nonqualified Stock Options. . . . . . . . . . . .  4

Section 10.  Adjustment Provisions . . . . . . . . . . . . . .  5

Section 11.  Change of Control . . . . . . . . . . . . . . . .  5

Section 12.  Nontransferability. . . . . . . . . . . . . . . .  6

Section 13.  Taxes . . . . . . . . . . . . . . . . . . . . . .  6

Section 14.  No Right to Employment. . . . . . . . . . . . . .  7

Section 15.  Duration, Amendment and Termination . . . . . . .  7

Section 16.  Effect on Options of Termination of Employment. .  7

Section 17.  Miscellaneous Provisions. . . . . . . . . . . . . .8




                       VENTURE STORES, INC.

                      1997 STOCK OPTION PLAN


              Section 1.  Establishment and Purpose.

   Venture Stores, Inc. hereby establishes a long term
incentive plan to be named the Venture Stores, Inc. 1997 Stock
Option Plan, for certain Associates of the Company.  The purpose
of this Plan is to provide for the grant of Options to certain
Associates of the Company, as the Administrator of the Plan
designates, and thus provide an incentive for continuation of the
efforts of Associates for the success of the Company and for
continuity of employment.


                     Section 2.  Definitions.

   Whenever used herein, the following terms shall have the
respective meanings set forth below:

   (a)  Act means the Securities Exchange Act of 1934, as
        amended from time to time.

   (b)  Administrator means the Chief Executive Officer of the
        Company.

   (c)  Associate means an employee of the Company, excluding
        (i) any Reporting Person, and (ii) any other employee
        of the Company at or above the level of Senior Vice
        President who reports directly to the Administrator.

   (d)  Award Date means the date as of which an Option is
        granted, unless another date is specified by the
        Administrator at the time such Option is granted.

   (e)  Base Price means a price fixed by the Administrator at
        which an Option may be exercised, which shall not be
        less than 100% of the Fair Market Value of a share of
        Stock on the Award Date of such Option.

   (f)  Board means the Board of Directors of the Company.

   (g)  Cause means (i) the knowing and continued failure by
        the Participant substantially to perform his duties
        with the Company (other than any such failure resulting
        from his incapacity due to physical or mental illness)
        for a period of 15 days after the Company delivers to
        the Participant a demand for substantial performance,
        which demand specifically identifies the manner in
        which the Company believes that the Participant has not
        substantially performed his duties; or (ii) the knowing
        engagement by the Participant in misconduct which is
        materially and demonstrably injurious to the Company;
        provided, however, that no act or failure to act shall
        be considered "knowing" unless done, or omitted to be
        done, by the Participant not in good faith and without
        reasonable belief that the act or omission was in (or
        not opposed to) the best interest of the Company.

   (h)  Change of Control is defined in Section 11.

   (i)  Code means the Internal Revenue Code of 1986, as
        amended and in effect from time to time.

   (j)  Company means Venture Stores, Inc., a Delaware
        corporation, and any subsidiary corporation within the
        meaning of subsections 424(f) and (g) of the Code, or
        any successor provisions.

   (k)  Common Stock means the Common Stock, $1.00 par value
        per share, of the Company.

   (l)  Disability means a physical and/or mental condition
        that renders a Participant unable to perform the duties
        of his position on a full-time basis for a period of
        one hundred eighty (180) consecutive days.  Disability
        shall be deemed to exist when certified by a physician
        selected by the Company or its insurers and acceptable
        to the Participant or the Participant's legal
        representative (such agreement as to acceptability not
        to be withheld unreasonably).  The Participant will
        submit to such medical or psychiatric examinations and
        tests as such physician deems necessary to make any
        such Disability determination.  For purposes of Section
        16 hereof, Disability shall mean the date which is the
        last date on which a Participant is considered to be an
        employee of the Company following the Company's
        determination that the Participant is suffering from a
        Disability.

   (m)  Fair Market Value means, for any particular date, (i)
        for any period during which the Common Stock shall be
        listed for trading on a national securities exchange,
        the closing price per share of Common Stock as reported
        in the consolidated reporting system, (ii) for any
        period during which the Common Stock shall not be
        listed for trading on a national securities exchange,
        but when prices for the Common Stock shall be reported
        by the National Market System of the National
        Association of Securities Dealers Automated Quotation
        System ("NASDAQ"), the last transaction price per share
        as quoted by National Market System of NASDAQ, (iii)
        for any period during which the Common Stock shall not
        be listed for trading on a national securities exchange
        or its price reported by the National Market System of
        NASDAQ, but when prices for the Common Stock shall be
        reported by NASDAQ, the closing bid price as reported
        by the NASDAQ, or (iv) the market price per share of
        Common Stock as determined by a nationally recognized
        investment banking firm selected by the Board of
        Directors in the event neither (i), (ii) or (iii) above
        shall be applicable.  If Market Price is to be
        determined as of a day when the securities markets are
        not open, the Market Price on that day shall be the
        Market Price on the next preceding day when the markets
        were open.

   (n)  Option means the right to purchase Stock at the Base
        Price for a specified period of time.  For purposes of
        the Plan, an Option may be an incentive stock option
        within the meaning of Section 422 of the Code, a
        nonqualified stock option, or any other type of option
        encompassed by the Code.

   (o)  Option Agreement means the written agreement evidencing
        an Option granted under the Plan, which shall be
        executed by the Company and the Participant.

   (p)  Participant means any Associate designated by the
        Administrator to participate in the Plan.

   (q)  Reporting Person means a person subject to Section 16
        of the Act.

   (r)  Retirement (including Normal and Early Retirement)
        means termination of employment with eligibility for
        normal or early retirement benefits under the terms of
        the Venture Stores, Inc. Retirement Plan, as amended
        and in effect at the time of such termination of
        employment.  Generally, the Retirement Plan provides
        for benefits to be payable at age 65; reduced benefits
        may also be payable upon early retirement (to those who
        have attained age 55 and have at least five years of
        regular service).

   (s)  Stock means authorized and unissued shares of Common
        Stock or reacquired shares of Common Stock held in
        treasury.

   (t)  Taxable Event means an event requiring Federal, state
        or local tax to be withheld with respect to an Option
        granted hereunder, including but not limited to the
        exercise of Nonqualified Stock Options or the making by
        a Participant of an election under Section 83(b) of the
        Code.

   (u)  Vested or Vesting means, with respect to any Option,
        that the Option shall be exercisable. 


                   Section 3.  Administration.

   The Plan will be administered by the Administrator. The
determinations of the Administrator shall be made in accordance
with his judgment as to the best interests of the Company and its
shareowners and in accordance with the purpose of the Plan. 
Determinations, interpretations, or other actions made or taken
by the Administrator pursuant to the provisions of the Plan shall
be final and binding and conclusive for all purposes and upon all
persons whomsoever.


           Section 4.  Shares Reserved Under the Plan.

   There is hereby reserved for issuance under the Plan an
aggregate of 350,000 shares of Stock, which may be authorized but
unissued or treasury shares. Stock underlying outstanding Options
will be counted against the Plan maximum while such Options are
outstanding.  Calculations of the number of shares remaining
available for issuance under the Plan shall be by those methods
permissible under applicable legal requirements which result in
the greatest number of shares remaining available for issuance.


                    Section 5.  Participants.

   Participants will consist of such Associates of the Company
as the Administrator in his sole discretion determines have an
impact on the success and future growth and profitability of the
Company.  Designation of a Participant on any one occasion shall
not require the Administrator to designate such person to receive
an Option on any other occasion or to receive the same type or
amount of Options as granted to the Participant on any other
occasion or as granted to any other Participant on any occasion. 
The Administrator shall consider such factors as he deems
pertinent in selecting Participants and in determining the type
and amount of their respective Options.


                  Section 6.  Types of Options.

   The following types Options may be granted under the Plan: 
(a) Incentive Stock Options (as described below), 
(b) Nonqualified Stock Options (as described below), and (c) any
other type of option encompassed by the Code.  Except as
specifically limited herein, the Administrator shall have
complete discretion in determining the type and number of Options
to be granted to any Participant, and the terms and conditions
which attach to each Option, which terms and conditions need not
be uniform as between different Participants.  All Options shall
be in writing.  Notwithstanding any other provision of this Plan,
Options for not more than 50,000 shares of Stock may be granted
to any individual Participant under the Plan.


           Section 7.  Award Date and Option Agreement.

   All Options granted under the Plan shall be granted as of an
Award Date.  Promptly after each Award Date, the Company shall
notify the Participant of the grant of the Option, and shall hand
deliver or mail to the Participant an Option Agreement, duly
executed by and on behalf of the Company, with the request that
the Participant execute and return the Option Agreement within
thirty days after the date of mailing or delivery by the Company
of the Option Agreement to the Participant.  The Option Agreement
shall set forth the terms of the Option, including without
limitation (to the extent applicable to the particular Option)
the amount and type of the Option, exercise period, term,
restrictions, vesting, and procedures to be followed to exercise
the Option.  If the Participant shall fail to execute and return
the written Option Agreement within said thirty-day period, his
or her Option may be terminated in the discretion of the
Administrator, except that if the Participant dies within said
thirty-day period such Option Agreement shall be effective
notwithstanding the fact that it has not been signed prior to
death.


               Section 8.  Incentive Stock Options.

   Incentive Stock Options shall consist of options to purchase
shares of Stock at purchase prices not less than 100% of the Fair
Market Value of the shares on the Award Date.  Said purchase
price may be paid by check or, in the discretion of the
Administrator, by the delivery of shares of Common Stock then
owned by the Participant, provided such shares have been held by
such Participant for longer than six months.  Incentive Stock
Options will be exercisable not earlier than six months and not
later than ten years after the Award Date.  The aggregate Fair
Market Value (determined as of the Award Date) of the Stock with
respect to which an Incentive Stock Option is exercisable for the
first time during any calendar year (under all option plans of
the Company) shall not exceed $100,000.  

   Provisions relating to the effect of termination of
employment on Incentive Stock Options are set forth in Section 16
hereof and shall take precedence over and supersede anything
hereinabove in this Section 8 to the contrary.

             Section 9.  Nonqualified Stock Options.

   Nonqualified Stock Options shall consist of nonqualified
options to purchase shares of Stock at purchase prices determined
by the Committee, provided, however, that such purchase price may
not be less than 100% of the Fair Market Value of the Stock on
the Award Date.  The purchase price may be paid by check or, in
the discretion of the Administrator, by the delivery of shares of
Common Stock then owned by the Participant, provided such shares
have been held by such Participant for longer than six months. 
Nonqualified Stock Options will be exercisable not earlier than
six months and not later than ten years after the Award Date. 
The Administrator shall have the right to determine at the time
the Option is granted whether shares issued upon exercise of a
Nonqualified Stock Option shall be subject to restrictions, and
if so, the nature of the restrictions.  

   Provisions relating to the effect of termination of
employment on Nonqualified Stock Options are set forth in Section
16 hereof and shall take precedence over and supersede anything
hereinabove in this Section 9 to the contrary.

               Section 10.  Adjustment Provisions.

        (a)  If the Company shall at any time change the number
   of issued shares of Common Stock without new consideration
   to the Company (such as by stock dividends or stock splits),
   the total number of shares reserved for issuance under this
   Plan, the maximum number of shares available to a particular
   Participant, and the number of shares covered by each
   outstanding Option, shall be adjusted so that the aggregate
   consideration payable to the Company, if any, and the value
   of each such Option shall not be changed.  Options may also
   contain provisions for their continuation or for other
   equitable adjustments after changes in the Common Stock
   resulting from reorganization, sale, merger, consolidation,
   issuance of stock rights or warrants, or similar occurrence.

        (b)  Notwithstanding any other provision of this Plan,
   and without affecting the number of shares reserved or
   available hereunder, the Board of Directors may authorize
   the equitable adjustment of benefits in connection with any
   merger, consolidation, acquisition of property or stock, or
   reorganization upon such terms and conditions as it may deem
   appropriate.


                 Section 11.  Change of Control.

   Notwithstanding any other provision of this Plan, if the
terms of an agreement under which the Administrator has granted
an Option under this Plan shall so provide, upon a Change of
Control outstanding Options shall become immediately and fully
exercisable or payable according to the following terms:

        (a)  Any outstanding and unexercised Option shall
   become immediately and fully exercisable, and shall remain
   exercisable until it would otherwise expire by reason of
   lapse of time.

        (b)  For purposes of this Plan, Change of Control shall
   be deemed to have occurred if:  (i) any "person", as such
   term is used in Sections 13(d) and 14(d) of the Act, (other
   than the Company, any trustee or other fiduciary holding
   securities under an employee benefit plan of the Company, or
   any company owned, directly or indirectly, by the
   shareowners of the Company in substantially the same
   proportions as their ownership of Common Stock of the
   Company), is or becomes the "beneficial owner" (as defined
   in Rule 13d-3 under the Act), directly or indirectly, of
   securities of the Company representing 50% or more of the
   combined voting power of the Company's then outstanding
   securities; (ii) during any period of two consecutive years,
   individuals who at the beginning of such period constitute
   the Board, and any new director (other than a director
   designated by a person who has entered into an agreement
   with the Company to effect a transaction described in clause
   (i), (iii) or (iv) of this subsection) whose election by the
   Board or nomination for election by the Company's
   shareowners was approved by a vote of at least two-thirds
   (2/3) of the directors then still in office who either were
   directors at the beginning of the period or whose election
   or nomination for election was previously so approved cease
   for any reason to constitute at least a majority thereof;
   (iii) the shareowners of the Company approve a merger or
   consolidation of the Company with any other Company, other
   than (1) a merger or consolidation which would result in the
   voting securities of the Company outstanding immediately
   prior thereto continuing to represent (either by remaining
   outstanding or by being converted into voting securities of
   the surviving entity) more than 50% of the combined voting
   power of the voting securities of the Company or such
   surviving entity outstanding immediately after such merger
   or consolidation or (2) a merger or consolidation effected
   to implement a recapitalization of the Company (or similar
   transaction) in which no "person" (as hereinabove defined)
   acquires more than 50% of the combined voting power of the
   Company's then outstanding securities; or (iv) the
   shareowners of the Company approve a plan of complete
   liquidation of the Company or an agreement for the sale or
   disposition by the Company of all or substantially all of
   the Company's assets.


                 Section 12.  Nontransferability.

   Each Option granted under the Plan to a Participant shall
not be transferable otherwise than by will or the laws of descent
and distribution and shall be exercisable, during the
Participant's lifetime, only by the Participant.  In the event of
the death of a Participant, exercise or payment shall be made
only:

        (a) By or to the person(s) named as beneficiaries
   pursuant to Section 17(a) hereof, or, if none, by or to the
   executor or administrator of the estate of the deceased
   Participant or the person or persons to whom the deceased
   Participant's rights under the Option shall pass by will or
   the laws of descent and distribution; and

        (b) To the extent that the deceased Participant was
   entitled thereto at the date of his death (including any
   vesting of Options upon death pursuant to Section 16(b)
   hereof).


                       Section 13.  Taxes.

   The Company shall be entitled to withhold the amount of any
tax attributable to any shares deliverable under the Plan after
giving the person entitled to receive such delivery notice as far
in advance of the Taxable Event as practicable, and the Company
may defer making delivery as to any Option, if any such tax is
payable, until indemnified to its satisfaction.  The
Administrator, in his sole and absolute discretion, may permit a
person entitled to any such delivery,  by notice to the Company
at the time the requirement for such delivery is first
established, to elect to have such withholding satisfied by a
reduction of the number of shares otherwise so deliverable (a
"Stock Withholding Election"), such reduction to be calculated
based on a closing market price on the date of such Taxable
Event.  


               Section 14.  No Right to Employment.

   A Participant's right, if any, to continue to serve the
Company as an officer, Associate, or otherwise, shall not be
enlarged or otherwise affected by his or her designation as a
Participant under the Plan.


        Section 15.  Duration, Amendment and Termination.

   No Option shall be granted more than ten years after the
effective date of this Plan; provided, however, that the terms
and conditions applicable to any Option granted within such
period may be amended or modified by mutual agreement between the
Company and the Participant or such other person as may then have
an interest therein after the expiration of such ten-year period. 
To the extent that any Options which may be granted within the
terms of the Plan would qualify under present or future laws for
tax treatment that is beneficial to a recipient, then any such
beneficial treatment shall be considered within the intent,
purpose and operational purview of the Plan and the discretion of
the Administrator, and to the extent that any such Options would
so qualify within the terms of the Plan, the Administrator shall
have full and complete authority to grant Options that so qualify
(including the authority to grant, simultaneously or otherwise,
Options which do not so qualify) and to prescribe the terms and
conditions (which need not be identical as among recipients) in
respect to the grant or exercise of any such Options under the
Plan.  The Board of Directors may amend the Plan from time to
time or terminate the Plan at any time.  However, no action
authorized by this paragraph shall reduce the amount of any
existing Option or change the terms and conditions thereof
without the Participant's consent.

   Termination of the Plan shall not affect any Option
previously granted pursuant to the Plan; the terms, conditions
and restrictions applicable to such Options shall remain in
effect until such terms, conditions and restrictions shall have
lapsed, all in accordance with their terms as of the Award Date
or as modified in accordance with the terms of the Plan.

   Section 16.  Effect on Options of Termination of Employment.

   The following Plan provisions relating to the effect on
Options of termination of employment are subject to the following
qualification(s):  (i) in no case shall Options be exercisable
after the expiration date set forth in the Option Agreement with
respect to such Options, and (ii) leaves of absence granted by
the Company for military service, illness prior to Disability,
and transfers of employment within the Company shall not
constitute termination of employment.   

   (a)       On Normal or Early Retirement:

             (1)  Incentive Stock Options become fully Vested
                  at the time of Retirement and remain
                  exercisable for three years following
                  Retirement.  If the optionee dies during such
                  three-year period, the Options shall remain
                  exercisable for the longer of (i) the
                  remainder of the three-year period, or (ii)
                  one year following the death.  (Note:  Under
                  the Code as in effect at the date of adoption
                  of the Plan, Incentive Stock Options
                  exercised after three months after the date
                  of Retirement will be treated as Nonqualified
                  Stock Options.)

             (2)  Nonqualified Stock Options become fully
                  Vested at the time of Retirement and remain
                  exercisable for three years following
                  Retirement.  If the optionee dies during such
                  three-year period, the Options shall remain
                  exercisable for the longer of (i) the
                  remainder of the three-year period, or (ii)
                  one year following the death.  

   (b)       On Disability or death:

             (1)  Incentive Stock Options become fully Vested
                  at the time of Disability or death and remain
                  exercisable for one year following Disability
                  or death.  If the optionee dies during such
                  one-year period following Disability, the
                  Options shall remain exercisable for one year
                  following the death.  (Note:  Under the Code
                  as in effect at the date of adoption of the
                  Plan, Incentive Stock Options exercised after
                  three months after the date of less than
                  total and permanent Disability will be
                  treated as Nonqualified Stock Options.)

             (2)  Nonqualified Stock Options become fully
                  Vested at the time of Disability or death and
                  remain exercisable for one year following
                  Disability or death.  If the optionee dies
                  during such one-year period following
                  Disability, the Options shall remain
                  exercisable for one year following the death.

   (c)       On voluntary cessation of employment for any
             reason other than Retirement, all unexercised
             Options (but not Stock issued or issuable on
             account of Options already exercised), shall be
             forfeited, provided that the Administrator in his
             sole discretion may cause the immediate Vesting of
             all or a portion of the Options granted to the
             Participant, and/or the continuation of the
             exercise period of all or a portion of the Options
             granted to the Participant, subject to such terms
             and conditions as the Administrator may determine.

   (d)       On involuntary termination for Cause, all
             unexercised Options (but not Stock issued or
             issuable on account of Options already exercised),
             shall be forfeited.

   (e)       On involuntary termination for any reason other
             than Cause, all unexercised Options (but not Stock
             issued or issuable on account of Options already
             exercised), shall be forfeited, provided that the
             Administrator in his sole discretion may cause the
             immediate Vesting of all or a portion of the
             Options granted to the Participant, and/or the
             continuation of the exercise period of all or a
             portion of the Options granted to the Participant,
             subject to such terms and conditions as the
             Administrator may determine.

              Section 17.  Miscellaneous Provisions.

   (a)       Naming of Beneficiaries.  In connection with an
Option granted pursuant to the Plan, a Participant may name one
or more beneficiaries to receive the Participant's benefits, to
the extent permissible pursuant to the various provisions of the
Plan, in the event of the death of the Participant.  

   (b)       Successors.  All obligations of the Company under
the Plan with respect to Options issued hereunder shall be
binding on any successor to the Company.

   (c)       Governing Law.  The Plan, and all agreements under
the Plan, shall be construed in accordance with, and governed by,
the internal laws of the State of Missouri, without reference to
applicable conflict of laws provisions.

   (d)       Effective Date.  The effective date of this Plan
is March 6, 1997.