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                                   EXHIBIT 4.7

                                 AMENDMENT NO. 4
                                       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 wants to facilitate participant changes
to their deferral savings percentage and to permit participants to direct the
investment of the profit sharing portion of their account; 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. Subsection 4(f) of the Plan is hereby amended effective
                  July 1, 1997 to read:

                  "(f) Salary Reduction Contributions. Each Employee who becomes
                  eligible to participate under subsection 3(a) may contribute
                  any whole percentage, from and including 1% up to and
                  including 15%, of his Compensation as he shall elect, on the
                  Employee's first election (which includes an election not to
                  make any salary reduction contributions), in writing on a form
                  prescribed by the Committee. The election of the percentage to
                  contribute shall be effective the first day of the month
                  following the month in which the election is made or as soon
                  as administratively possible following such election. Such
                  contribution shall be accomplished through direct reduction of
                  pay after the election is in effect. A Member may elect to
                  increase or decrease his contribution effective the first day
                  of the month following the month in which the election to
                  change the contribution percentage is made or as soon as
                  administratively possible following such election. All
                  elections to increase or decrease the contribution percentage
                  shall be made (i) in writing on a form prescribed therefor and
                  shall be subject to timely delivery to the Committee, or (ii)
                  in accordance with any other procedures established by the
                  Committee, including telephonic elections. All elections to
                  completely discontinue a Member's contributions shall be
                  effective as soon as practicable following the Committee's
                  receipt (in writing or in accordance with such other
                  procedures as may be established by the Committee) of such
                  election. The Participating Companies shall pay over to the
                  Fund all contributions made under this subsection at such time
                  or times as the Company shall determine.

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                  Contributions made by the Participating Companies under this
                  subsection shall be allocated to the Salary Reduction Accounts
                  of the Members from whose Compensation the contributions were
                  withheld in an amount equal to the amount withheld. Such
                  contributions shall be deemed to be employer contributions
                  made on behalf of Members to a qualified cash or deferred
                  arrangement (within the meaning of section 401(k)(2) of the
                  Code)."


                  2. Subsection 6(b) of the Plan is hereby amended effective
                  July 1, 1997 to read:

                  "(b) Member Elections. In accordance with rules established by
                  the Committee, each Member shall have the right to designate
                  the Investment Category or Categories in which the Members
                  Accrued Benefit under the Plan is invested, including any new
                  contributions under section 4 allocated to such Member and
                  prior balances in his accounts. Any designation or change in
                  designation of Investment Category shall be made in accordance
                  with any procedures for making designations established by the
                  Committee, including telephonic designations. A Member may
                  make changes of Investment Categories for new contributions
                  under Section 4 and prior account balances effective as soon
                  as administratively possible in accordance with any procedures
                  established by the Committee for making investment
                  designations including telephonic designations. New
                  contributions under subsection 4(j) and reallocated
                  forfeitures under subsection 4(k) shall be invested in the
                  same manner as under the election in effect for new
                  contributions made under subsection 4(f) on the date the
                  contribution is made or the forfeiture is physically
                  reallocated. New contributions under subsection 4(a) and
                  reallocated forfeitures under subsection 4(e) shall be
                  invested in the same manner as under the existing election in
                  effect for new contributions under subsection 4(a). Any
                  election of Investment Categories by any Member shall, on its
                  effective date, cancel any prior election. The right to elect
                  Investment Categories as set forth herein shall be the sole
                  and exclusive investment power granted to a Member. In
                  accordance with subsection 2(d), the Committee may promulgate
                  separate accounting and administrative rules to facilitate the
                  establishment or maintenance of an Investment Category."

                  3. Subsections 6(c) through 6(j) are redesignated as
                  subsections 6(d) through 6(k) respectively, and Section 6 of
                  the Plan is hereby amended, July 1, 1997, by adding the
                  following new subsection 6(c) to read:

                  "(c) No Member Election. If a Member does not make an election
                  of Investment Category, the Committee shall direct that all
                  amounts allocated to such Member be invested in the Investment
                  Category which, in the opinion of the Committee, best protects
                  principal."

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                  4. Subsection 6(j) of the Plan is hereby amended, effective
                  July 1, 1997, by deleting said section in its entirety and
                  redesignating subsection 6(k) as subsection 6(j).

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

                  IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed this 17th day of June, 1997.

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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