EXHIBIT 10.2(e)



January 28, 1997



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

Re:  Third Amendment to Loan and Security Agreement (this "Third
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 and restated
     to read in its entirety as follows:

                ""Maximum Revolver Amount" means, at any time, 
          (a) the lesser of (1) the Revolver Facility; or (2) the
          Borrowing Base at such time; minus (b) the sum of (i)
          reserves for accrued interest on the Obligations; (ii)
          reserves in the amount equal to two (2) months rent at
          any premises leased by the Borrower where any Eligible
          Inventory is located, unless the Borrower has obtained
          a landlord's waiver reasonably acceptable to the Agent
          with respect to such premises; (iii) reserves covering
          equipment excluded from the definition of "Equipment"
          pursuant to clause (c) of the last sentence of such 
          definition; and (iv) all other reserves which the Agent
          reasonably deems necessary or desirable to maintain
          with respect to the Borrower's account, including,
          without limitation, any reserves for any amounts which
          the Agent or any Lender may be obligated to pay in the
          future for the account of the Borrower."

2.   The definition of "Maximum Revolver Amount" appearing in
     Section 1.1 of the Agreement permits the Agent to establish
     certain reserves to be deducted from the amount otherwise
     available to be advanced to the Borrower under the
     Agreement.  On the Closing Date the Agent established a
     reserve in the amount of $2,500,000 relating to the
     Borrower's equipment located at its property in O'Fallon,
     Missouri.  The Agent and the Lenders hereby agree, and the
     Borrower hereby acknowledges, that effective as of the date
     hereof such reserve in the amount of $2,500,000 is hereby
     eliminated, provided, however, that the elimination of such 
     reserve shall not have any effect upon any other reserves
     established by the Agent and in effect on the date hereof
     (after giving effect to this Amendment),and also shall not
     have any effect on the ability of the Agent to establish
     reserves under clauses (i) through (iv) of the definition of 
     "Maximum Revolver Amount" after the date hereof.

3.   The Agent, the Lenders and the Borrower have received the
     most recently completed appraisal of the Borrower's
     Inventory, which appraisal is required to be delivered
     pursuant to the provisions of Section 5.5 of the Agreement. 
     The Agent, the Lenders and the Borrower hereby (i) 
     acknowledge and agree that such appraisal and the
     conclusions appearing therein are acceptable to them, and
     (b) further acknowledge and agree that, as a result of such
     appraisal, the GOB Percentage will be 54.28% effective as of
     the date hereof and continuing until such time as another 
     appraisal of the Borrower's Inventory is delivered pursuant
     to the requirements of said Section 5.5.

4.   The Borrower hereby acknowledges that the Agent intends to
     engage KPMG Peat Marwick LLP ("Peat Marwick") as a
     consultant to the Agent and the Lenders in connection with
     the Agreement.  The Borrower hereby agrees to cooperate
     fully with the Agent and Peat Marwick (and any other
     consultant engaged by or on behalf of the Agent and the
     Lenders), and to furnish, and to cause its auditors and
     accountants to furnish promptly to the Agent and Peat
     Marwick (and any such other consultant) any and all such 
     information as any of them may reasonably request.  The
     Borrower hereby further agrees that the Agent and each
     Lender may provide to Peat Marwick (and any such other
     consultant) any and all information held by the Agent or
     such Lender regarding the Borrower and its condition
     (financial or otherwise).

5.   Section 14.6 of the Agreement is hereby amended by adding
     the word "and" and the following new "clause (i)" to the end
     of the first sentence thereof, immediately following "clause
     (h)" of said Section 14.6, which new "clause (i)" shall read
     in its entirety as follows:

          "(i) fees and expenses of any and all consultants
          (including without limitation KPMG Peat Marwick LLP)
          engaged by or on behalf of the Agent in connection with
          this Agreement provided that the maximum aggregate
          amount that the Borrower shall be required to pay to
          the Agent pursuant to the terms of this clause (i)
          shall be $150,000"

6.   The Borrower hereby agrees that is shall, on or before
     February 24, 1997, execute and deliver to the agent
     mortgages, deeds of trust or other similar real estate
     collateral security instruments, together with any Uniform
     Commercial Code financing statements relating thereto as may
     be requested by the Agent or its counsel, all of which items
     shall be in form and substance satisfactory to the Agent and
     its counsel.  The Borrower shall, pursuant to such
     mortgages, deeds of trust and other instruments, grant a
     lien on and security interest in the real estate listed on
     Schedule A hereto and all property and other interests
     related thereto, which lien and security interest shall be
     in favor of the Agent, for the ratable benefit of the Agent
     and the Lenders, as security for all Obligations.  The
     Borrower further agrees to execute and deliver, or cause to
     be executed and delivered, to the Agent such documents and  
     agreements, and to take or cause to be taken such actions,
     as the Agent may from time to time, reasonably request to
     carry out the terms and conditions of this paragraph 6.  Any
     failure by the Borrower to comply with the provisions of
     this paragraph 6 shall constitute an Event of Default under
     the Agreement.

7.   Article 8 of the Agreement is hereby amended by the addition
     of a new Section 8.24 thereto, which new Section 8.24 shall
     read in its entirety as follows:

               "8.24 Minimum Availability.  The Borrower shall 
          not permit Availability to be less than $1,000,000 at
          any time."

Except to the extent expressly modified in paragraphs numbered 1
through 7 above, 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
Third Amendment by signing in the space below.  This Third
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 third Amendment shall become effective in
accordance with its terms upon its execution by the Agent, all
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 Third
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 29, 1997              





   SCHEDULE A TO THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

                           Real Estate

1. East Indy - V66
   7339 East Washington Street
   Indianapolis, IN 46219-6798

2. Skillman - V67
   600 Skillman Street
   Dallas, TX 75231-7721

3. Corsicana D.C. - V99
   1600 N. Business 45
   Corsicana, TX 75110-2713

4. Willowbrook - V121/164
   17717 State Hwy. 249
   Houston, TX 77064-1010

5. Edmond - V137
   2501 S. Broadway St.
   Edmond, OK 73013-4028

6. Elston - V168
   5033 North Elston
   Chicago, IL 60630-1707

7. Photo Studio - V90
   1835 E. Terra Lane
   O'Fallon, MO 63366