EXHIBIT 10.2(c)



January 8, 1997



Venture Stores, Inc.
2001 East Terra Lane
O'Fallon, Missouri 63366-0110

Re:  Second Amendment to Loan and Security Agreement 
     (this "Second Amendment")


Ladies/Gentlemen:

Reference is hereby made to that certain Loan and Security
Agreement, as amended prior to the date hereof (the "Agreement"),
dated as of June 28, 1996 and executed by and among Venture
Stores, Inc. (the "Borrower"), the financial institutions party
thereto (collectively, the "Lenders") and BankAmerica Business
Credit, Inc., as agent for the Lenders (in such capacity as
agent, the "Agent").  Certain capitalized terms used herein and
not otherwise defined shall have the meanings attributed to them
in the Agreement.

For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Agent, the Lenders and the
Borrower hereby agree as follows:

1.   The definition of "Maximum Revolver Amount" appearing in
     Section 1.1 of the Agreement is hereby amended by adding the
     phrase "; and" immediately following "clause (iv)" appearing
     therein, and by adding a new "clause (v)" immediately
     following such new phrase which new "clause(v)" shall read
     in its entirety as follows:

          (v) an inventory reserve in the amount of $20,000,000
          (the  "Inventory Reserve"), which Inventory Reserve
          shall continue until both of the following events shall
          have occurred: (A) the Agent and the Lenders shall have
          received and reviewed an inventory appraisal
          satisfactory in form and substance to the Agent, and
          pursuant to the terms of this Agreement the Agent shall
          have made any corresponding adjustments to the
          Borrowing Base relating to such inventory appraisal,
          and (B) an amendment to this Agreement (the terms of
          which are to be negotiated), satisfactory in form and
          substance to the Borrower, the Agent and the Lenders,
          shall have been executed and delivered by the Borrower,
          the Agent and the Lenders and shall have become
          effective in accordance with its terms, which amendment
          is anticipated, among other things, to reset the
          financial covenants  contained herein for the fiscal
          year ending on or about January 31, 1998, to establish
          a negative cash flow reserve, and to provide for the
          elimination or adjustment of the Inventory Reserve, and
          which amendment shall contain such other terms and
          provisions as may be deemed necessary or desirable by
          the Lenders.

2. Section 8.21 of the Agreement is hereby amended as follows:

   (a)    The minimum ratio "1.0 to 1" appearing therein is
          hereby deleted INSOFAR AND ONLY INSOFAR as said minimum
          ratio relates to the period entitled "Three fiscal
          quarter period ending nearest January 31, 1997", and is
          hereby replaced with the minimum ratio "0.30 to 1", it
          being expressly understood and agreed by the parties
          that the minimum ratio of "1.0 to 1" shall remain
          applicable to the periods entitled "Four fiscal quarter
          period ending at each fiscal quarter thereafter"; and

   (b)    The following three new sentences are hereby added to
          the end of said Section 8.21 and made a part thereof:

          In addition, the Borrower will maintain a minimum Fixed
          Charge Coverage Ratio of 1.0 to 1 for the nine-month
          fiscal period ending nearest February 28, 1997 provided
          that such required minimum Fixed Charge Coverage Ratio
          shall not become effective unless and until the
          Required Lenders shall have elected, in the exercise of
          their sole discretion, to require that the Borrower
          maintain such minimum Fixed Charge Coverage Ratio.  The
          Agent, upon the direction of the Required Lenders,
          shall notify the Borrower in writing of any such
          election before March 31, 1997, and upon such
          notification such minimum Fixed Charge Coverage Ratio
          requirement shall become effective on March 31, 1997
          for such nine-month fiscal period ending nearest
          February 28, 1997.  For purposes of this Section 8.21,
          and notwithstanding any provision to the contrary
          contained in Section 10.1(d), any failure of the
          Borrower to deliver the financial statements for the
          month ending nearest February 28, 1997 by March 31,
          1997 shall be deemed to constitute an immediate Event
          of Default under this Agreement.

It is expressly understood and agreed by the parties hereto that
this Second Amendment only outlines certain, but not all,
provisions of a proposed further amendment to the Agreement (as
amended by this Second Amendment), shall not constitute a
commitment or contract of any kind on the part of the Agent or
any Lender for any such amendment, and is not to be construed or
relied upon by the Borrower or anyone else as a commitment for
any such amendment.  This Second Amendment, insofar as it
describes such a proposed further amendment to the Agreement, is
merely a proposal which is subject to the completion of due
diligence and formal approval by each Lender and the satisfactory
negotiation of the terms and provisions thereof.

Except to the extent modified herein, the Agreement and the other
Loan Documents remain in full force and effect and are each
hereby ratified and confirmed.  Please evidence your agreement
with the terms of this Second Amendment by signing in the space
below.  This Second Amendment may be executed by one or more of
the parties hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one and
the same instrument.  This Second Amendment shall become
effective in accordance with its terms upon its execution by the
Agent, the Majority Lenders and the Borrower, whereupon each
reference to the Agreement in the Agreement and in any and all
other Loan Documents shall, except where the context otherwise
requires, be deemed a reference to the Agreement as amended by
this Second Amendment.

Sincerely,

BANKAMERICA BUSINESS CREDIT, INC.,
as the Agent


By:\s\Gregory Eck                  
     Name:Gregory Eck              
     Title:Vice President          

BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender


By:\s\Gregory Eck                  
     Name:Gregory Eck              
     Title:Vice President          

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


By:\s\Kevin Y. Caragay             
     Name:Kevin Y. Caragay         
     Title:Assistant Secretary     


CONGRESS FINANCIAL CORPORATION,
as a Lender


By:\s\Thomas C. Lannon             
     Name:Thomas C. Lannon         
     Title:Vice President          

LA SALLE BUSINESS CREDIT, INC.,
as a Lender


By:\s\Jeffrey J. Podwika              
     Name:Jeffrey J. Podwika          
     Title:Asset Based Lending Officer

GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender

By:\s\Timothy S. Van Kirk          
     Name:Timothy S. Van Kirk      
     Title:Duly Authorized Signatory




ACCEPTED AND AGREED:

VENTURE STORES, INC.


By:\s\Russell Solt                 
     Name:Russell Solt             
     Title:Executive Vice President    

Date: January 8, 1997