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                                   EXHIBIT 4.8


                                 AMENDMENT NO. 5
                                       TO
                       THE BON-TON DEPARTMENT STORES, INC.
                     PROFIT SHARING/RETIREMENT SAVINGS PLAN


                  WHEREAS, THE BON-TON DEPARTMENT STORES, INC., a Pennsylvania
corporation (the "Company"), established The Bon-Ton Department Stores, Inc.
Profit Sharing/Retirement Savings Plan (the "Plan"); and

                  WHEREAS, the Company desires to amend the Plan to incorporate
recent changes in the law, redefine the computation period for vesting of
benefits, establish retirement contribution eligibility requirements for those
retired individuals who are rehired by the Company, and define continued
eligibility; and

                  WHEREAS, Section 12(a) of the Plan authorizes the Company to
amend the Plan.

                  NOW, THEREFORE, the Plan is hereby amended as follows:


                  1. Effective January 1, 1997, subsections 1(x) through 1(rr)
of the Plan are redesignated as subsections 1(y) through 1(ss) respectively.

                  2. Section 1 of the Plan is hereby amended, effective January
1, 1997, by adding the following new subsection 1(x) to read:

                  "(x) "Highly Compensated Employee" shall mean any Employee who
                  was a 5% owner (as defined in section 416 (I)(1)(A)(iii) of
                  the Code) at any time during the determination year or the
                  look-back year, or for the look-back year, earned Compensation
                  from the Company in excess of $80,000 (adjusted at the same
                  time and in the same manner as under section 415(d) of the
                  Code, except that the base period shall be the calender
                  quarter ending September 30, 1996) and, if elected by the
                  Company, was in the top-paid group of employees for such
                  look-back year."

                  3. Effective January 1, 1997, all references in this Plan to
"highly compensated employee(s)" shall be treated as though the reference to
"highly compensated employee(s) were replaced with "Highly Compensated
Employee(s)".

                  4. Effective February 1, 1998, subsections 1(m) through 1(ss)
are redesignated as subsections 1(n) through 1(tt) respectively.

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                  5. Section 1 of the Plan is hereby amended, effective February
1, 1998, by adding the following new subsection 1(m) to read:

                  "(m) "Date of Hire" shall mean the first day in which an
                  Employee is credited with one Hour of Service."

                  6. Subsection 1(l) of the Plan is hereby amended effective
January 1, 1997 to read:

                  "(l) "Compensation" in general shall mean the cash
                  remuneration for personal services payable to an Employee by a
                  Participating Company from and after the date he becomes
                  eligible to participate in this Plan. "Compensation" shall
                  include amounts which an Employee elects to have withheld from
                  his cash remuneration for services to provide benefits under
                  this Plan and any plan which meets the requirements of section
                  125 of the Code. "Compensation" shall not include expense
                  reimbursements, the value of fringe benefits or perquisites,
                  or similar items.

                  For purposes of the salary reduction contribution limitations
                  contained in section 4(g), "compensation" shall mean
                  compensation within the meaning of section 415(c)(3) of the
                  Code, including elective or salary reduction contributions to
                  a cafeteria plan, cash or deferred arrangement or
                  tax-sheltered annuity.

                           For purposes of compliance with the salary reduction
                  discrimination test set forth in section 4(i), and compliance
                  with participating company matching and non-deductible member
                  contributions discrimination tests set forth in section 4(n),
                  "compensation" means compensation for service performed for a
                  Participating Company which is currently includable in gross
                  income or which is excludable from gross income pursuant to an
                  election under a qualified cash or deferred arrangement under
                  section 401(k) of the Code or a cafeteria plan under section
                  125 of the Code.

                           For purposes of the Code limitations set forth in
                  section 5, "compensation" for a Limitation Year shall mean the
                  sum of (i) amounts paid by a Participating Company or a
                  Related Entity to the Member with respect to personal services
                  rendered by the Member, (ii) earned income of a self-employed
                  person with respect to a Participating Company or a Related
                  Entity, (iii) amounts received by the Member (A) through
                  accident or health insurance or under an accident or health
                  plan maintained or contributed to by a Participating Company
                  or a Related Entity and which are includable in the gross
                  income of the Member, (B) through a plan contributed to by a
                  Participating Company or a Related Entity providing payments
                  in lieu of wages on account of a Member's permanent and total

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                  disability, or (C) as a moving expense allowance paid by a
                  Participating Company or a Related Entity and which are not
                  deductible by the Member for federal income tax purposes, (iv)
                  the value of a non-statutory stock option granted by a
                  Participating Company or a Related Entity to the Member to the
                  extent included in the Member's gross income for the taxable
                  year in which it was granted, and (v) the value of property
                  transferred by a Participating Company or a Related Entity to
                  the Member which is includable in the Member's gross income
                  due to an election by the Member under section 83(b) of the
                  Code. Compensation shall not include (i) contributions made by
                  a Participating Company or Related Entity to a deferred
                  compensation plan to the extent that, before application of
                  the limitations of section 415 of the Code to the plan, such
                  contributions are not includable in the Member's gross income
                  for the taxable year in which contributed, (ii) Participating
                  Company or Related Entity contributions made on behalf of a
                  Member to a simplified employee pension plan to the extent
                  they are deductible by the Member under section 219(b) of the
                  Code, (iii) distributions from a deferred compensation plan
                  (except from an unfunded nonqualified plan when includible in
                  gross income), (iv) amounts realized from the exercise of a
                  nonqualified stock option, or when restricted stock (or
                  property) held by a Member either becomes freely transferable
                  or is no longer subject to a substantial risk of forfeiture,
                  (v) amounts realized from the sale, exchange or other
                  disposition of stock acquired under a qualified or incentive
                  stock option, and (vi) other amounts which receive special tax
                  benefits, such as premiums for group term life insurance (to
                  the extent excludable from gross income) or Participating
                  Company or Related Entity contributions towards the purchase
                  of an annuity contract described in section 403(b) of the
                  Code.

                           In addition to other applicable limitations set forth
                  in the Plan, and notwithstanding any other provision of the
                  Plan to the contrary, the annual compensation of each Employee
                  taken into account under the Plan shall not exceed $150,000,
                  as adjusted by the Commissioner for increases in the cost of
                  living in accordance with section 401(a)(17)(B) of the Code.
                  The cost-of-living adjustment in effect for a calendar year
                  applies to any period, not exceeding 12 months, over which
                  Compensation is determined (determination period) beginning in
                  such calendar year. If a determination period consists of
                  fewer than 12 months, the $150,000 annual compensation limit
                  will be multiplied by a fraction, the numerator of which is
                  the number of months in the determination period, and the
                  denominator of which is 12. For Plan Years prior to 1997, for
                  purposes of the foregoing $150,000 limitation, if any Employee
                  is a member of a "family unit" (as defined below) with an
                  Employee who is a "highly compensated employee" (as defined in
                  section 414(q) of the Code) and either (I) a 5% owner of the
                  Company, or (ii) one of the ten highest paid employees of the
                  Company, then the members of such family unit will be treated
                  as a single Employee with one "Compensation" and the $150,000
                  limitation set forth above shall be allocated

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                  among the members of such family unit in the proportion that
                  each member's compensation bears to the compensation of all
                  members in the family unit. For purposes of this subsection,
                  "family unit" means, with respect to any Employee, such
                  Employee's spouse and lineal descendants who have not attained
                  age 19 before the close of the Plan Year.

                           Any reference in this Plan to the limitation under
                  section 401(a)(17) of the Code shall mean the $150,000 annual
                  compensation limit set forth in the preceding paragraph."


                 7. Subsections 3(d) and 3(e) of the Plan are redesignated as
subsections 3(e) and 3(f) respectively, and Section 3 of the Plan is hereby
amended, effective February 1, 1998 by adding the following new subsection 3(d)
to read:

                  "(d) Continued Eligibility to Participate. A Member shall
                  become ineligible to participate in the Plan, other than as a
                  Member solely as a result of having an Accrued Benefit under
                  the Plan, upon incurring at least a one (1) year Break in
                  Service."

                  8. Section 4(d)(I) of the Plan is hereby amended, effective
February 1, 1998, to read:

                  "(I) A Member who retired during the Plan Year pursuant to
                  subsection 8(a), provided such Member has not previously
                  received a Profit Sharing Allocation under this subsection
                  4(d)(I) as a result of previously having retired under
                  subsection 8(a)."

                  9. Subsection 4(g)(ii) of the Plan is hereby amended, in its
entirety, effective February 1, 1998, to read:

                  "(A) an Employee who is a 5% owner, as defined in section 416
                  (I)(1)(A)(iii) of the Code, at any time during the
                  "determination year" or the "look back year" (as defined
                  below); or

                  (B) during the "look-back year," an Employee who (1) receives
                  compensation in excess of $80,000 (as adjusted in the same
                  time and manner as under Section 415(d) of the Code, except
                  that the base period shall be the calender quarter ending
                  September 30, 1996).

                  (C) a former Employee who was a Highly Compensated Employee on
                  termination of employment or at any time after attaining age
                  55.

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                  For purposes hereof, the following rules and definitions shall
                  apply:

                  (A) The "determination year" is the Plan Year for which the
                  determination of who is highly compensated is being made.

                  (B) The "look-back year" is the 12-month period immediately
                  preceding the determination year, or, if the Company elects,
                  the calendar year ending with or within the determination
                  year.

                  (C) "Compensation" is as defined in Section 414(q)(4) of the
                  Code.

                  (D) Employers aggregated under section 414(b), (c), (m), or
                  (o) of the Code are treated as a single employer.

                  10. Subsection 8(d)(iii) of the Plan is hereby amended,
effective February 1, 1998 to read:

                  "(iii) Computation Period. For purposes of this subsection
                  8(d), the computation period for crediting a Year of Service
                  or incurring a Break in Service for an Employee shall
                  initially begin with the Date of Hire; provided, however, if
                  an Employee is credited with less than 1,000 Hours of Service
                  in such computation period, then subsequent computation
                  periods shall begin with the first day of the Plan Year next
                  following the Date of Hire and continue on a Plan Year basis
                  thereafter."

                  11. Subsection 8(h)(iv)(C) of the Plan is hereby amended,
effective February 1, 1998 to read:

                  "(C) Computation Period. For purposes of this subsection 8(h),
                  the computation period for crediting a Year of Service or
                  incurring a Break in Service for an Employee shall initially
                  begin with the Date of Hire; provided, however, if an Employee
                  is credited with less than 1,000 Hours of Service in such
                  computation period, then subsequent computation periods shall
                  begin with the first day of the Plan Year next following the
                  Date of Hire and continue on a Plan Year basis thereafter."

                  12. Subsection 9(i)(iii) of the Plan is hereby amended
effective February 1, 1998 to read:

                  "(iii) With respect any Member whose employment terminates on
                  or after November 1, 1991, in the case of a Member whose
                  nonforfeitable Accrued Benefit at the time scheduled for
                  distribution is $3,500 or less (and for those employees whose
                  employment terminates on or after February 1, 1998 is $5,000
                  or less), and who fails to return to the Committee completed
                  election forms with

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                  respect to the distribution of his benefits within one month
                  from the date the forms are mailed to the Member, the
                  Committee shall cause the Accrued Benefit, less all applicable
                  taxes, to be distributed to the Member in a lump sum as soon
                  thereafter as practicable, anything in the Plan to the
                  contrary notwithstanding."

                  13. In all other respects the Plan is hereby ratified and
confirmed.

                  IN WITNESS WHEREOF, the Company has caused this

Amendment to be executed this 7th day of July, 1998.



ATTEST:                                   THE BON-TON DEPARTMENT STORES, INC.

/s/ Robert E. Stern                       By:  /s/ Michael L. Gleim
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[Corporate Seal]


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