EXHIBIT 10.4

                    GENERAL SECURITY AGREEMENT


   THIS GENERAL SECURITY AGREEMENT, dated as of April 8, 1997,
made by VENTURE STORES, INC., a Delaware corporation ("Grantor"),
in favor of BT COMMERCIAL CORPORATION, a Delaware corporation
("BTCC"), acting in its capacity as agent (in such capacity, 
"Agent") for itself and each of the other "Lenders" (as such term
is defined in the Credit Agreement referred to below).


                       W I T N E S S E T H:

   WHEREAS, pursuant to that certain Credit Agreement dated as of
April 8, 1997, (such Credit Agreement, as it may be amended,
restated, supplemented or otherwise modified from time to time,
being hereinafter referred to as the "Credit Agreement"), among
Grantor, Agent and Lenders, Lenders have severally agreed to make
certain loans and other extensions of credit to or for the account
of Grantor upon the terms and subject to the conditions set forth
therein; and

   WHEREAS, Lenders have required, as a condition, among others,
to the making of any such loans or other extensions of credit, that
Grantor execute and deliver this Security Agreement to Agent for
its benefit and for the ratable benefit of Lenders;

   NOW, THEREFORE, in consideration of the premises and of the
mutual covenants set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

   1.  Defined Terms.  Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as therein defined,
and the following terms shall have the following meanings (such
meanings being equally applicable to both the singular and plural
forms of the terms defined);

   "Account Debtor" means the Person who is obligated on or under
an Account.

   "Account" means any "account" as such term is defined in
section 9-106 of the UCC, now owned or hereafter acquired by
Grantor and shall include, without limitation, all present and
future rights of Grantor to payment for goods sold or leased or for
services rendered which are not evidenced by Instruments or Chattel
Paper, and whether or not they have been earned by performance.

   "Chattel Paper" means any "chattel paper," as such term is
defined in section 9-105(1)(b) of the UCC, now owned or hereafter
acquired by Grantor.

   "Collateral" has the meaning set forth in Section 2 of this
Security Agreement.

   "Contracts" means all contracts, undertakings, or other
agreements (other than rights evidenced by Chattel Paper, Documents
or Instruments) in or under which Grantor may now or hereafter have
any right, title or interest.

   "Documents" means any "documents," as such term is defined in
section 9-105(l)(f) of the UCC, now owned or hereafter acquired by
Grantor.

   "Equipment" means any "equipment," as such term is defined in
section 9-109(2) of the UCC, now owned and hereafter acquired by
Grantor and, in any event, shall include, without limitation, all
machinery, equipment, furnishings, trade fixtures, vehicles,
computers, other electronic data-processing equipment and office
equipment now owned and hereafter acquired by Grantor and any and
all additions to and substitutions and replacements of any of the
foregoing, wherever located, together with all attachments,
components, parts, equipment and accessories installed thereon or
affixed thereto.

   "Excluded Property" means any interest in real estate,
improvements to real estate, or in any lease, sublease or license
of real property, other than each of the parcels of real property,
together with all improvements thereon, upon which Agent has been
granted a mortgage on the Closing Date, including all property
described in each such mortgage or any UCC financing statement
filed in connection therewith.

   "General Intangibles" means any "general intangibles," as such
term is defined in section 9-106 of the UCC, now owned or hereafter
acquired by Grantor and, in any event, shall include, without
limitation, all right, title and interest which Grantor may now or
hereafter have in, under or to any Contracts, leasehold interests
in personal property, interests in partnerships and joint ventures,
tax refunds, deposit accounts (general or special) with and credits
and other claims against any financial institution, all customer
lists, trademarks, patents, rights in intellectual property,
licenses, permits, copyrights, trade secrets, proprietary or
confidential information, inventions (whether patented or
patentable or not) and technical information, procedures, designs,
knowledge, know-how, software, data bases, data, skill, expertise,
experience, processes, models, drawings, materials and records now
owned or hereafter acquired by Grantor, goodwill and rights of
indemnification.

   "hereby," "herein," "hereof," "hereunder" and words of similar
import refer to this Security Agreement as a whole (including,
without limitation, all exhibits and schedules hereto) and not
merely to the specific section, paragraph or clause in which the
respective word appears.

   "Instrument" means any "instrument," as such term is defined
in section 9-105(1)(i) of the UCC, now owned or hereafter acquired
by Grantor, other than instruments that constitute, or are a part
of a group of writings that constitute, Chattel Paper.

   "Inventory" means any "inventory," as such term is defined in
section 9-109(4) of the UCC, now owned or hereafter acquired by
Grantor and, in any event, shall include, without limitation, all
inventory, merchandise, goods and other personal property now owned
or hereafter acquired by Grantor which are held for sale or lease
or are furnished or are to be furnished under a contract of service
or which constitute raw materials, work in process or materials
used or consumed or to be used or consumed in Grantor's business,
or the processing, packaging, delivery or shipping of the same, and
all finished goods.

   "License" means any license as to which Agent has been granted
a security interest hereunder.

   "Proceeds" means "proceeds," as such term is defined in
section 9-306(1) of the UCC and, in any event, shall include,
without limitation, (i) any and all proceeds of any insurance,
indemnity, warranty or guaranty payable to Grantor from time to
time with respect to any of the Collateral, (ii) any and all
payments (in any form whatsoever) made or due and payable to
Grantor from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any Governmental Authority, and (iii) any
and all other amounts from time to time paid or payable to Grantor
under or in connection with any of the Collateral.

   "Security Agreement" means this General Security Agreement, as
it may be amended, restated, supplemented or otherwise modified
from time to time and shall refer to this Security Agreement as in
effect on the date such reference becomes operative.

   "UCC" means the Uniform Commercial Code as the same may, from
time to time, be in effect in the State of Illinois, provided, that
if, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of Agent's lien on or Agent's
security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State
of Illinois, the term "UCC" shall mean the Uniform Commercial Code
as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such attachment, perfection or
priority and for purposes of definitions related to such
provisions.

   2.  Grant of Security Interest.  To secure the prompt and
complete payment, performance and observance when due (whether at
stated maturity, by acceleration or otherwise) of all of the
Obligations and to induce Agent and each of the Lenders to enter
into the Credit Agreement and to make the Revolving Loans and other
extensions of credit provided for therein in accordance with the
respective terms thereof, Grantor hereby grants to Agent for its
benefit and the ratable benefit of the Lenders a continuing
security interest in and to (and, if available, a right of setoff
against) all of the following property and interests in property of
Grantor, whether now owned or existing or hereafter acquired or
arising and wheresoever located (all of such property and interests
in property of Grantor being hereinafter, collectively, referred to
as the "Collateral"):

   (a)  Accounts;

   (b)  Chattel Paper;

   (c)  Contracts;

   (d)  Documents;

   (e)  Equipment;

   (f)  General Intangibles;

   (g)  Investment Property;

   (h)  Instruments;

   (I)  Inventory;

   (j)  All monies and any and all other property and interests
in property of Grantor now or hereafter coming into the actual
possession, custody or control of any of the Lenders or any agent
or affiliate of any of the Lenders in any way or for any purpose
(whether for safekeeping, deposit, custody, pledge, transmission,
collection or otherwise), and all rights and interests of Grantor
in respect of any and all (i) drafts, letters of credit, stocks,
bonds, and debt and equity securities, whether or not certificated,
and warrants, options, puts and calls and other rights to acquire
or otherwise relating to the same, (ii) interest rate and currency
exchange agreements, including, without limitation, cap, collar,
floor, forward and similar agreements and interest rate protection
agreements, (iii) cash and cash equivalents, (iv) proceeds of
loans, advances and other financial accommodations, including,
without limitation, Revolving Loans, advances and other financial
accommodations made or extended under the Credit Agreement and (v)
all other personal property and interests in personal property of
Grantor not specifically included in clauses (a) through (h) above;
and

   (k)  To the extent not otherwise included, all Proceeds of
each of the foregoing and all accessions and additions to,
substitutions and replacements for, and rents, profits and products
of each of the foregoing.  

Notwithstanding the foregoing, there shall be excluded from the
definition of the term "Collateral" all Excluded Property.

   3.  Limitations on Lender's Obligations.  It is expressly
agreed by Grantor that, anything herein to the contrary
notwithstanding, Grantor shall remain liable under each of its
Contracts and each of its Licenses to observe and perform all the
conditions and obligations to be observed and performed by it
thereunder and Grantor shall perform all of its duties and
obligations thereunder, all in accordance with and pursuant to the
terms and provisions of each such Contract or License.  Neither
Agent nor any of the Lenders shall have any obligation or liability
under any Contract or License of Grantor by reason of or arising
out of this Security Agreement or the granting to Agent of a
security interest therein or the receipt by Agent or any of the
Lenders of any payment relating to any Contract or License pursuant
hereto, nor shall Agent or any of the Lenders be required or
obligated in any manner to perform or fulfill any of the respective
obligations of Grantor under or pursuant to any Contracts or
Licenses of Grantor, or to make any payment, or to make any inquiry
as to the nature or the sufficiency of any payment received by it
or the sufficiency of any performance by any party under any such
Contract or License, or to present or file any claim, or to take
any action to collect or enforce any performance or the payment of
any amounts which may have been assigned to Agent or any Lender or
to which Agent or any Lender may be entitled at any time or times.

   4.  Notice to Account Debtors.  Upon the occurrence and during
the continuance of an Event of Default, Agent may, at any time or
times and without prior notice to Grantor, notify any or all
Account Debtors, parties to Contracts and obligors under
Instruments and Chattel Paper, that the Accounts and the right,
title and interest of Grantor in, to and under Contracts,
Instruments or Chattel Paper, as the case may be, have been
assigned to Agent and that payments thereon or in connection
therewith shall thereupon be made directly to Agent.

   5.  Verification of Accounts and Inventory.  Agent shall have
the right, at any time or times hereafter, in Agent's name or in
the name of a nominee of Agent, to communicate with Account
Debtors, parties to Contracts and obligors under Instruments and
Chattel Paper of Grantor to verify with such Persons to Agent's
satisfaction the existence, amount and terms of any such Accounts,
Contracts, Instruments or Chattel Paper, as the case may be.  Agent
shall have the right, at any time or times hereafter, to make test
verifications of the Accounts of Grantor and physical verifications
of the Inventory of Grantor in any manner and through any medium
that it considers advisable, and Grantor agrees to furnish all such
assistance and information as Agent may reasonably require in
connection therewith.

   6.  Representations and Warranties.  Grantor hereby represents
and warrants that:

   (a)  except for Permitted Liens, Grantor is the sole legal and
beneficial owner of each item of Collateral in which Grantor
purports to grant a security interest hereunder, having good and
marketable title thereto, free and clear of any and all Liens. 
Except in connection with any Existing LC, no amount payable under
or in connection with any of the Accounts or Contracts of Grantor
are evidenced by Instruments which have not been endorsed and
previously delivered to Agent;

   (b)  no effective security agreement, financing statement,
equivalent security or lien instrument or continuation statement
covering all or any part of the Collateral is on file or of record
in any public office, except such as may have been filed by Grantor
in favor of Agent pursuant to this Security Agreement or such as
relate to Permitted Liens;

   (c)  this Security Agreement is effective to create a valid
and perfected continuing first priority Lien in favor of Agent for
the benefit of Agent and the ratable benefit of the Lenders on the
Collateral with respect to which a Lien may be perfected by filing
pursuant to the UCC, prior to all other Liens except Permitted
Liens, and is enforceable as such as against creditors of and
purchasers from Grantor (other than purchasers of Inventory in the
ordinary course of business);

   (d)  the principal place of business of Grantor, and the place
where the records of Grantor concerning Collateral are kept are
located at the address set forth on Schedule B, Part 6.10 of the
Credit Agreement, and Grantor will not change such principal place
of business or remove such records unless it has taken such action
as is necessary to cause the Lien of Agent in the Collateral to
continue to be perfected;

   (e)  with respect to Inventory scheduled, listed or otherwise
referred to in any weekly or monthly Borrowing Base Certificate,
Grantor represents and warrants that (i) except to the extent
permitted pursuant to clause (ii) of the proviso to the definition
of the term "Eligible Inventory" set forth in the Credit Agreement
(A) it is not stored with a bailee, warehouseman, consignee or
similar third party, and (B) it is located on the premises listed
on Schedule B, Part 6.10 to the Credit Agreement; and (ii) it is of
good and merchantable quality, free from any defects which would
affect the market value of such Inventory; and

   (f)  with respect to Equipment, Grantor warrants that (i) it
is owned by Grantor and is located on premises listed on Schedule
B, Part 6.10 to the Credit Agreement; (ii) it is not subject to any
Lien whatsoever except for Permitted Liens; and (iii) it is in good
repair and is currently used or usable in Grantor's business.

   7.  Covenants.  Grantor covenants and agrees with Agent and
each of the Lenders that from and after the date of this Security
Agreement and until the Obligations are fully paid and satisfied:

   (a)  Further Documentation; Pledge of Instruments.  At any
time and from time to time upon the written request of Agent, and
at the sole expense of Grantor, Grantor will promptly and duly
execute and deliver any and all such further instruments and
documents and take such further action as Agent may reasonably deem
necessary or desirable to obtain the full benefits of this Security
Agreement and of the rights and powers herein granted, including,
without limitation, using its best efforts to secure all consents
and approvals necessary or appropriate for the assignment to Agent
of any License or Contract held by Grantor or in which Grantor has
any rights not heretofore assigned, the filing of any financing or
continuation statements under the UCC with respect to the Liens
granted hereby, transferring Collateral to Agent's possession (if
a security interest in such Collateral can be perfected only by
possession) and using its best efforts to obtain waivers of Liens
from landlords and mortgagees.  Grantor also authorizes Agent to
file any such financing or continuation statement without the
signature of Grantor to the extent permitted by applicable law. 
Grantor further agrees that a carbon, photographic or other
reproduction of this Security Agreement or of a financing statement
is sufficient as a financing statement.  If any Collateral shall be
or become evidenced by any Instrument, such Instrument shall be
immediately pledged to Agent hereunder, and shall be duly endorsed
in a manner satisfactory to Agent and delivered to Agent.

   (b)  Maintenance of Records.  Grantor will, at all times
hereafter, keep and maintain at its own cost and expense
satisfactory and complete records of the Collateral, including,
without limitation, records sufficient to permit the preparation of
all reports, schedules and other information required pursuant to
Sections 7.1 and 7.2 of the Credit Agreement.  Grantor will mark
its books and records pertaining to Collateral to evidence this
Security Agreement and the security interests granted hereby.  All
Chattel Paper will be marked with the following legend:  "This
writing and the obligations evidenced or secured hereby are subject
to the security interest of BT Commercial Corporation, as Agent."
Upon the occurrence and during the continuance of an Event of
Default, if requested by Agent, the security interest of Agent
shall be noted on the certificate of title of each vehicle.  For
the further security of Agent and Lenders, Grantor agrees that
Agent shall have a special property interest in all of Grantor's
books and records pertaining to Collateral and, upon the occurrence
and during the continuance of any Default or Event or Default,
Grantor shall deliver and turn over any such books and records to
Agent or to its representatives at any time on demand of Agent. 

   (c)  Indemnification.  In any suit, proceeding or action
brought by Agent or any Lender relating to any Account, Chattel
Paper, Contract, General Intangible, Document or Instrument for any
sum owing thereunder, or to enforce any provision of any Account,
Chattel Paper, Contract, General Intangible, Document or
Instrument, Grantor will save, indemnify and keep Agent and each of
the Lenders harmless from and against all expense, loss or damage
suffered by reason of any defense, setoff, counterclaim, recoupment
or reduction of liability whatsoever of the obligor thereunder,
arising out of the unenforceability or non-conformity with any
applicable law of such Collateral or a breach by Grantor of any
obligation thereunder or arising out of any other agreement,
indebtedness or liability at any time owing to, or in favor of,
such obligor or its successors from  Grantor, and all such
obligations of Grantor shall be and remain enforceable against and
only against Grantor and shall not be enforceable against Agent or
any of the Lenders.

   (d)  Compliance with Laws, etc.  Grantor will comply in all
material respects with all Requirements of Law applicable to the
Collateral or any part thereof or to the operation of Grantor's
business.

   (e)  Payment of Obligations.  Grantor will pay promptly when
due all taxes, assessments and governmental charges or levies
imposed upon the Collateral or in respect of its income or profits
therefrom and all claims of any kind (including, without
limitation, claims for labor, materials and supplies), except as
permitted otherwise pursuant to the Credit Agreement.

   (f)  Compliance with Terms of Accounts; Account Covenants.  In
all material respects, Grantor will perform and comply with all
obligations in respect of Accounts, Chattel Paper, Contracts and
Licenses and all other agreements to which it is a party or by
which it is bound.

   (g)  Safekeeping of Inventory; Inventory Covenants.  Neither
Agent nor any of the Lenders shall be responsible for:  (i) the
safekeeping of the Inventory; (ii) any loss or damage to the
Inventory; (iii) any diminution in the value of the Inventory; or
(iv) any act or default of any carrier, warehouseman, bailee,
forwarding agency or any other Person.  As between Grantor and
Agent, and Grantor and the Lenders, all risk of loss, damage,
destruction or diminution in value of the Inventory shall be borne
by Grantor except in the case of Agent's or any Lender's own gross
negligence or willful misconduct.  Except to the extent permitted
pursuant to clause (ii) of the proviso to the definition of the
term "Eligible Inventory" set forth in the Credit Agreement, no
Inventory shall be at any time or times hereafter stored with a
bailee, warehouseman, consignee or similar third party without
Agent's prior written consent.  Grantor shall not sell any
Inventory to any customer on approval, or any other basis which
entitles the customer to return or may obligate Grantor to
repurchase such Inventory (except in the ordinary course and
pursuant to the reasonable requirements of Grantor's business and
in accordance with Grantor's usual and customary business practices
in effect on the Closing Date).

   (h)  Safekeeping of Equipment; Equipment Covenants.  Grantor
agrees that neither Agent nor any of the Lenders shall be
responsible for: (i) the safekeeping of the Equipment; (ii) any
loss or damage to the Equipment; (iii) any diminution in the value
of the Equipment; or (iv) any act or default of any repairman,
bailee or any other Person with respect to the Equipment.  As
between Grantor and Agent, and Grantor and the Lenders, all risk of
loss, damage, destruction or diminution in the value of the
Equipment shall be borne by Grantor, except in the case of Agent's
or any Lender's own gross negligence or willful misconduct. 
Grantor will keep and maintain the Equipment in good operating
condition and Grantor will provide all maintenance and service and
all repairs necessary for such purpose.

   (i)  Limitation on Liens on Collateral.  Grantor will not
create, permit or suffer to exist, and Grantor will defend the
Collateral against and take such other action as is necessary to
remove, any Lien on the Collateral, except Permitted Liens, and
will defend the right, title and interest of Agent in and to all of
Grantor's rights under the Chattel Paper, Contracts, Documents,
General Intangibles and Instruments and to the Inventory and in and
to the Proceeds thereof against the claims and demands of all
Persons whomsoever.

   (j)  Limitations on Modifications of Accounts.  Grantor will
not, without Agent's prior written consent, grant any extension of
the time of payment of any of the Accounts, Chattel Paper or
Instruments, compromise, compound or settle the same for less than
the full amount thereof, release, wholly or partly, any Person
liable for the payment thereof, or allow any credit or discount
whatsoever thereon other than trade discounts and other
modifications granted in the ordinary course of business of Grantor
and in accordance with Grantor's usual and customary business
practice in effect on the Closing Date.

   (k)  Maintenance of Insurance.  Grantor will maintain, with
respect to the Collateral of Grantor, insurance in accordance with
all of the requirements of Section 7.6 of the Credit Agreement.

   (l)  Limitations on Disposition.  Grantor will not sell,
lease, transfer or otherwise dispose of any of the Collateral, or
attempt or contract to do so, except as otherwise expressly
permitted under the Credit Agreement.

   (m)  Further Identification of Collateral.  Grantor will, if
so requested by Agent, furnish to Agent, as often as Agent
reasonably requests, statements and schedules further identifying
and describing the Collateral and such other reports in connection
with the Collateral as Agent may reasonably request, all in
reasonable detail.

   (n)  Notices.  Grantor will advise Agent promptly, in
reasonable detail, (i) of any material Lien made or asserted
against any of the Collateral, (ii) of any material change in the
composition of the Collateral, and (iii) of the occurrence of any
other event which could reasonably be expected to have a material
adverse effect on the aggregate value of the Collateral or on the
Lien granted hereunder.

   (o)  Right of Inspection.  Agent and each of the Lenders shall
at all times have full and free access during normal business hours
to all the books and records and correspondence of Grantor, and
Agent and each of the Lenders, or their respective representatives,
may examine the same, take extracts therefrom and make photocopies
thereof, and Grantor agrees to render to each of such Persons, at
Grantor's cost and expense, such clerical and other assistance as
may be reasonably requested with regard thereto.  Agent and each of
the Lenders, and their respective representatives, shall also have
the right to enter into and upon any premises where any of the
Inventory is located for the purpose of inspecting the same,
observing its use or otherwise protecting Agent's interests
therein.

   (p)  Continuous Perfection.  Grantor will not change its name,
identity, corporate structure or principal place of business in any
manner which might make any financing or continuation statement
filed in connection herewith seriously misleading within the
meaning of section 9-402(7) of the UCC (or any other then
applicable provision of the UCC) unless Grantor shall have given
Agent at least twenty (20) days' prior written notice thereof and
shall have taken all action (or made arrangements to take such
action substantially simultaneously with such change if it is
impossible to take such action in advance) necessary or reasonably
requested by Agent to amend such financing statement or
continuation statement so that it is not seriously misleading.

   8.  Agent's Appointment as Attorney-in-Fact.  (a) Grantor
hereby irrevocably constitutes and appoints Agent, and any officer,
employee or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and
authority in the place and stead of Grantor and in the name of
Grantor or in its own name, from time to time in Agent's
discretion, for the purpose of carrying out the terms of this
Security Agreement, to take any and all appropriate action and to
execute and deliver any and all documents and instruments which the
Agent may deem necessary or desirable to accomplish the purposes of
this Security Agreement and, without limiting the generality of the
foregoing, hereby gives Agent, and any officer, employee or agent
thereof, the power and right, on behalf of Grantor, without notice
to or assent by Grantor to do the following:

        (i)  at any time (A) to endorse and collect any checks,
drafts, notes, acceptances or other Instruments for the payment of
moneys due under any Collateral, (B) to pay or discharge taxes and
Liens levied or placed on or threatened against the Collateral, to
effect any repairs or any insurance called for by the terms of this
Security Agreement and to pay all or any part of the premiums
therefor and the costs thereof; (C) to receive payment of and
receipt for any and all moneys, claims and other amounts due, and
to become due at any time, in respect or arising out of any
Collateral; and (D) to sign and endorse any invoices, freight or
express bills, bills of lading, storage or warehouse receipts,
drafts against debtors, assignments, verifications and notice in
connection with Accounts and other Documents constituting or
relating to the Collateral;

        (ii)  upon the occurrence and during the continuation of
an Event of Default (A) to direct any Person liable for any payment
under any of the Collateral to make payment of any and all moneys
due, and to become due thereunder, directly to Agent or as Agent
shall direct; (B) to file any claim or to take any other action or
proceeding in any court of law or equity or otherwise deemed
appropriate by Agent for the purpose of collecting any and all such
moneys due under any Collateral whenever payable;  (C) to commence
and prosecute any suits, actions or proceedings at law or in equity
in any court of competent jurisdiction to collect the Collateral or
any part thereof and to enforce any other right in respect of any
Collateral; (D) to defend any suit, action or proceeding brought
against Grantor with respect to any Collateral; (E) to settle,
compromise or adjust any suit, action or proceeding described above
and, in connection therewith, to give such discharges or releases
as Agent may deem appropriate; and (F) generally to sell, transfer,
pledge, make any agreement with respect to or otherwise deal with
any of the Collateral as fully and completely as though Agent were
the absolute owner thereof for all purposes, and to do, at Agent's
option and Grantor's expense, at any time, or from time to time,
all acts and things which Agent reasonably deems necessary to
protect, preserve or realize upon the Collateral and Agent's Lien
thereon, in order to effect the intent of this Security Agreement,
all as fully and effectively as Grantor might do.

   (b)  Grantor hereby ratifies, to the extent permitted by law,
all that said attorneys shall lawfully do or cause to be done by
virtue hereof.  The power of attorney granted pursuant to this
Section 8 is a power coupled with an interest and shall be
irrevocable until the Obligations are indefeasibly paid and
satisfied in full.

   (c)  The powers conferred on Agent hereunder are solely to
protect the respective interests of Agent and the Lenders in the
Collateral and shall not impose any duty upon it to exercise any
such powers.  Agent shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers and
neither Agent nor any of its officers, directors, employees or
agents shall be responsible to Grantor for any act or failure to
act, except for their own gross negligence or willful misconduct.

   (d)  Grantor also authorizes Agent, and any officer, employee
or agent thereof, at any time and from time to time, (i) to
communicate in its own name with any Person which is a party to any
Contracts with regard to the assignment of the right, title and
interest of Grantor in and under such Contracts hereunder and other
matters relating thereto and (ii) to execute, in connection with
the sale provided for in Section 10(c) hereof, any endorsements,
assignments or other instruments of conveyance or transfer with
respect to the Collateral.

   9.  Performance by Agent of Grantor's Obligations.  If Grantor
fails to perform or comply with any of its agreements contained
herein and Agent, as provided for by the terms of this Security
Agreement, shall itself perform or comply, or otherwise cause
performance or compliance, with such agreement, the reasonable
expenses of Agent incurred in connection with such performance or
compliance, together with interest thereon at the highest rate then
in effect in respect of any of the Revolving Loans, shall be
payable by Grantor to Agent on demand and shall constitute
Obligations secured hereby.

   10.  Remedies; Rights Upon Default.  (a)  Rights and Remedies
Generally.  Upon the occurrence of an Event of Default, the Agent
shall have, in addition to any other rights and remedies contained
in this Security Agreement or in any of the other Credit Documents,
all of the rights and remedies of a secured party under the UCC or
other applicable laws, all of which rights and remedies shall be
cumulative, and none exclusive, to the extent permitted by law.  In
addition to all such rights and remedies, the sale, lease or other
disposition of the Collateral,  or any part thereof, by Agent after
an Event of Default may be for cash, credit or any combination
thereof, and Agent may purchase all or any part of the Collateral
at public or, if permitted by law, private sale, and in lieu of
actual payment of such purchase price, may set off the amount of
such purchase price against the Obligations then owing.  All sales
of the Collateral may be adjourned from time to time with or
without notice.  Agent may, in its sole discretion, cause the
Collateral to remain on the respective premises of Grantor, at
Grantor's expense, pending sale or other disposition of the
Collateral.  Agent shall have the right to conduct such sales on
Grantor's premises, at Grantor's expense, or elsewhere, on such
occasion or occasions as Agent may see fit.

   (b)  Entry Upon Premises and Access to Information.  Upon the
occurrence and during the continuance of an Event of Default, Agent
shall have the right to enter upon the premises of Grantor where
any Collateral is located (or is believed to be located) without
any obligation to pay rent to Grantor, or any other place or places
where the Collateral is believed to be located and kept, and render
the Collateral unusable or remove the Collateral therefrom to the
premises of Agent or any agent of Agent, for such time as Agent may
desire, in order effectively to collect or liquidate the
Collateral, and/or Agent may require Grantor to assemble the
Collateral and make it available to Agent at a place or places to
be designated by Agent.  Upon the occurrence and during the
continuance of an Event of Default, Agent shall have the right to
obtain access to Grantor's data processing equipment, computer
hardware and software relating to the Collateral and to use all of
the foregoing and the information contained therein in any manner
Agent deems appropriate; and Agent shall have the right to notify
post office authorities to change the address for delivery of
Grantor's mail to an address designated by Lender and to receive,
open and deal with all mail addressed to Grantor.

   (c)  Sale or Other Disposition of Collateral by Lender.  Any
notice required to be given by Agent of a sale, lease or other
disposition, or other intended action by Agent with respect to, any
Collateral of Grantor which is deposited in the United States
certified or registered mail, postage prepaid and duly addressed to
Grantor at the address specified in Section 13 below, five (5)
Business Days or more prior to such proposed action shall
constitute fair and reasonable notice to Grantor of any such
action, provided that Agent may give any shorter notice that is
commercially reasonable under the circumstances.  The net proceeds
realized by Agent upon any such sale or other disposition, after
deduction for the expense of retaking, holding, preparing for sale,
selling or the like and the Expenses incurred by Agent in
connection therewith, shall be applied as provided in Section 4.11
of the Credit Agreement toward satisfaction of the Obligations. 
Agent shall account to Grantor for any surplus realized upon any
such sale or other disposition, and Grantor shall remain liable for
any deficiency.  The commencement of any action, legal or
equitable, or the rendering of any judgment or decree or any
deficiency shall not affect Agent's security interest in the
Collateral until the Obligations are fully paid and satisfied. 
Grantor agrees that Agent has no obligation to preserve rights to
the Collateral against any other Persons.

   (d)  Waiver of Demand, etc.  Grantor hereby waives presentment
and demand for payment of any of the Obligations, protest and
notice of dishonor or the occurrence of any default with respect to
any of the Obligations, and all other notices to which the Grantor
might otherwise be entitled, except as otherwise expressly provided
herein, in the Credit Agreement or in any of the other Credit
Documents.  Grantor also waives the benefit of all valuation,
appraisal and exemption laws.

   (e)  Costs and Expenses.  Grantor also agrees to pay all
Expenses incurred by the Agent and each of the Lenders in
connection with the enforcement of their respective rights and
remedies hereunder.

   11.  Limitation on Duty in Respect of Collateral.  The Agent
and each of the Lenders shall use reasonable care with respect to
any Collateral in their possession or under their control.  Except
as provided otherwise in the immediately preceding sentence,
neither the Agent nor any of the other Lenders shall have any duty
as to any Collateral in their possession or control or in the
possession or control of any agent or nominee of any of such
Persons or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto.  Upon
request of Grantor, Agent shall account for any moneys received by
it in respect of any foreclosing on or disposition of the
Collateral.

   12.  Reinstatement.  This Security Agreement shall remain in
full force and effect and continue to be effective should any
petition be filed by or against Grantor for liquidation or
reorganization, should Grantor become insolvent or make an
assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the assets
of Grantor, and shall continue to be effective or be reinstated, as
the case may be, if at any time payment, observance or performance
of the Obligations, or any part thereof is, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee of the Obligations, whether as a
"voidable preference", "fraudulent conveyance", or otherwise, all
as though such payment or performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Obligations shall be reinstated and
deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

   13.  Notices.  Except as otherwise provided herein, whenever
it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given
to or served upon any of the parties by any other party, or
whenever any of the parties desires to give or serve upon any other
communication with respect to this Security Agreement, each such
notice, demand, request, consent, approval, declaration or other
communication shall be in writing and shall be given (and deemed to
have been given) in the manner and to the respective addresses set
forth in Section 11.7 of the Credit Agreement.  Failure or delay in
delivering copies of any such notice, demand, request, consent,
approval, declaration or other communication to any Persons
designated in this Security Agreement or any other Credit Document
to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval,
declaration or other communication.

   14.  Severability.  Any provision of this Security Agreement
which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

   15.  No Waiver; Cumulative Remedies.  (a)  Neither the Agent
nor any of the Lenders shall by any act, delay, omission or
otherwise be deemed to have waived any of its rights or remedies
hereunder, and no waiver shall be valid unless in writing, approved
by the Majority Lenders (or by all Lenders where the approval of
each Lender is required under the Credit Agreement) and signed by
Agent, and then only to the extent therein set forth.  A waiver by
Agent or any of the Lenders of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy
which Agent would otherwise have had on any future occasion.  No
failure to exercise nor any delay in exercising on the part of
Agent or any of the Lenders, any right, power or privilege
hereunder, shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise of
any other right, power or privilege.

   (b)  The rights and remedies hereunder provided are cumulative
and may be exercised singly or concurrently, and are not exclusive
of any rights and remedies provided by law or any of the other
Credit Documents.  None of the terms or provisions of this Security
Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by Agent and, where
applicable, by Grantor.

   16.  Successors and Assigns.  This Security Agreement and all
obligations of Grantor hereunder shall be binding upon the
successors and assigns of Grantor and shall, together with the
rights and remedies of Agent and each of the Lenders hereunder,
inure to the benefit of Agent and the Lenders and their respective
successors and assigns.

   17.  Further Indemnification.  Grantor agrees to pay, and to
save Agent and each of the Lenders harmless from and against, any
and all liabilities with respect to, or resulting from any delay in
paying, any and all excise, sales or other taxes which may be
payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions
contemplated by this Security Agreement.

   18.  Governing Law.  THE VALIDITY, INTERPRETATION AND
ENFORCEMENT OF THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.

   19.  Submission to Jurisdiction.  ALL DISPUTES AMONG GRANTOR
AND THE LENDERS (OR the AGENT ACTING ON THEIR BEHALF), WHETHER
SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED
ONLY BY STATE AND FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, AND
THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED,
HOWEVER, THAT THE AGENT, ON BEHALF OF THE LENDERS, SHALL HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED
AGAINST GRANTOR OR ITS RESPECTIVE PROPERTIES IN ANY LOCATION
REASONABLY SELECTED BY THE AGENT IN GOOD FAITH TO ENABLE AGENT TO
REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF AGENT.  GRANTOR WAIVES ANY OBJECTION THAT IT MAY
HAVE TO THE LOCATION OF THE COURT IN WHICH AGENT HAS COMMENCED A
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.

   20.  Service of Process.  GRANTOR HEREBY WAIVES PERSONAL
SERVICE OF ANY PROCESS UPON IT AND, AS ADDITIONAL SECURITY FOR THE
OBLIGATIONS, HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT
CORPORATION SYSTEM, WITH AN OFFICE ON THE DATE HEREOF AT 208 SOUTH
LASALLE STREET, CHICAGO, ILLINOIS 60604, AND SUCH OTHER PERSONS AS
MAY HEREAFTER BE SELECTED BY GRANTOR WHICH IRREVOCABLY AGREE IN
WRITING TO SO SERVE AS ITS AGENT, TO RECEIVE ON ITS BEHALF SERVICE
OF ALL PROCESS ISSUED BY ANY COURT IN ANY LEGAL ACTION OR OTHER
PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER
CREDIT DOCUMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY GRANTOR
TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.  A COPY OF
ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY CERTIFIED OR
REGISTERED MAIL TO GRANTOR AT ITS ADDRESS SET FORTH HEREIN EXCEPT
THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO
MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. 
IF ANY AGENT APPOINTED BY GRANTOR REFUSES TO ACCEPT SERVICE,
GRANTOR HEREBY AGREES THAT SERVICE UPON IT BY CERTIFIED OR
REGISTERED MAIL TO THE GRANTOR AT ITS ADDRESS SET FORTH IN SECTION
11.1 OF THE CREDIT AGREEMENT SHALL CONSTITUTE SUFFICIENT NOTICE AND
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.  NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR SHALL LIMIT THE
RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST
GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.

   21.  Waiver of Jury Trial.  GRANTOR, AGENT AND THE LENDERS
EACH HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY.  INSTEAD, ANY
DISPUTES WILL BE RESOLVED IN A BENCH TRIAL.  

   22.  Bond.  Grantor hereby waives the posting of any bond
otherwise required to be posted by Agent or any of the Lenders in
connection with any judicial process or proceeding to obtain
possession of, replevy, attach, or levy upon collateral or any
other security for the obligations, to enforce or appeal any
judgment or other court order entered in favor of Agent or any of
the Lenders, or in favor of Grantor or to enforce by specific
performance, temporary restraining order or preliminary or
permanent injunction, this Security Agreement or any of the other
Credit Documents.




                     [SIGNATURE PAGE FOLLOWS]






   IN WITNESS WHEREOF, Grantor has caused this Security Agreement
to be executed and delivered by its duly authorized officer as of
the date first set forth above.


                            VENTURE STORES, INC., 
                            a Delaware corporation


                            By: /s/ Russell E. Solt       
                                 Russell E. Solt
                                 Executive Vice President
                                 Finance and Administration






ACCEPTED AND ACKNOWLEDGED,
as of April 8, 1997:

BT COMMERCIAL CORPORATION,
as Agent


By:/s/ Wayne D. Hillock     
Name:  Wayne D. Hillock
Title: Senior Vice President