UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            FORM 10-K

(Mark One)
/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

     For the fiscal year ended     January 25, 1997              

                                or

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

     For the transition period from               to             

Commission file number   1-10590  

                         VENTURE STORES, INC.                    
      (Exact name of registrant as specified in its charter)

   Delaware                                        43-0914490    
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)

   2001 East Terra Lane, O'Fallon, Missouri        63366-0110     
 (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (314) 281-5500

Securities registered pursuant to Section 12(b) of the Act:

                                          Name of each exchange
     Title of Each Class                   on which registered    
Common Stock, par value $1 per share    New York Stock Exchange
                  (including Rights)

$3.25 Depository Shares, each           New York Stock Exchange
   representing 1/10 of a share
   of Cumulative Convertible 
   Preferred Stock, par value 
   $1 per share 

Securities registered pursuant to Section 12(g) of the Act: None 


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X      No     

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-
affiliates of the registrant based on the closing price of $2.25
on April 15, 1997 was $39,647,027.

The number of shares of registrant's common stock, par value $1
per share, outstanding as of April 15, 1997 was 18,268,961.


DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of Registrant's Annual Report to Shareowners for
     the fiscal year ended January 25, 1997 (the "1996 Annual
     Report to Shareowners") are incorporated by reference into
     Parts I and II.

2.   Portions of Registrant's Proxy Statement dated April 29,
     1997 are incorporated by reference into Part III.





PART I

Item 1.   BUSINESS

The information included in the first two paragraphs of Note 1
"Description of Business and Summary of Significant Accounting
Policies" of the Notes to Financial Statements included in the
Company's 1996 Annual Report to Shareowners is incorporated
herein by reference.

Venture Stores, Inc. (the "Company") operated as a division of
The May Department Stores Company ("May") from its inception in
1970 until the fall of 1989 when, in anticipation of its
disposition, May transferred all of the Venture division's assets
and liabilities to the Company.  The Company was spun off as an
independent publicly-held corporation on November 3, 1990 (the
"Spin-off").

Prior to March 7, 1996, the Company operated as a regional
general merchandise discount retailer.  On March 7, 1996, the
Company completed phase one of its repositioning as a chain of 
value-oriented family stores focusing on quality apparel, home,
and leisure merchandise (the "Repositioning").  The Repositioning
was launched in response to the very difficult environment which
faced the retail industry, particularly regional discount store
chains.  Phase one of the Repositioning resulted in the
reconfiguration of the store interiors and the expansion of
various merchandise assortments in order for the Company to
become a more dominant retailer in the family apparel, home and
leisure merchandise categories.  The reconfiguration provides for
destination shops showcasing category-dominant lines with
additional floor space, distinctive fixtures, graphics, and
displays.  In phase one of the Repositioning, the Company
downsized or eliminated several categories of historically low-
margin businesses, including automotive, hardware and sporting
goods, to make room for new or expanded businesses such as the
Petite Shop, Big & Tall Shop, Women's Sizes, Sports Shop and Home
Shop areas.

The Company continued to adjust its family value store concept
and merchandise mix in 1996 with phase two of the Repositioning,
which was completed in October 1996.  Phase two included
expanding the gift department, further expansion of new wire weld
fixturing in domestics, introduction of a bath and body shop,
expansion of the luggage department, debut of a women's
coordinates fashion line, and introduction of convenience
automotive accessories.  Phase three of the Repositioning, which
is being rolled out in 1997, includes opening or expanding 14
more departments, including live plants, convenience hardware,
and golf and fishing equipment, expansion of opening price point
items and the intensification of the everyday low pricing
strategy.  The Company intends to continue to evaluate its
merchandise assortments throughout 1997.


Markets

As of January 25, 1997, the Company operated 113 family value
stores in 31 markets in nine states across the Midwest and
Southwest as set forth below:

   Multi-Store Markets                Single-Store Markets  
                   Number                            Number 
                 of Stores                         of Stores
Chicago, IL           31           Fort Smith, AR      1
Evansville, IN         2           Bradley, IL         1
Gary, IN               2           Decatur, IL         1
Indianapolis, IN       4           Moline, IL          1
South Bend, IN         2           Peoria, IL          1
Des Moines, IA         2           Rockford, IL        1
Wichita, KS            2           Springfield, IL     1
Kansas City, MO        7           Davenport, IA       1
St. Louis, MO         16           Dubuque, IA         1
Oklahoma City, OK      4           Waterloo, IA        1
Tulsa, OK              2           Topeka, KS          1
Dallas/Fort Worth, TX  8           Paducah, KY         1
Houston, TX           13           Cape Girardeau, MO  1
                      95           Joplin, MO          1
                                   St. Joseph, MO      1
                                   Springfield, MO     1
                                   Amarillo, TX        1
                                   Corpus Christi, TX  1
                                                      18

The Company opened one new family value store in 1996, which was
a conversion of an existing building. On March 30, 1996, the
company closed six stores and converted four stores to temporary
chain-wide clearance centers.  During 1996, the Company reopened
all four clearance centers and three of the closed stores as
family value stores. 

During the fourth quarter of 1996, the Company opened nine
Venture Dollar stores in existing trade areas to test-market the
new concept.  The Venture Dollar stores carry convenience-
oriented, low-priced items and are approximately 7,000 to 10,000
square feet in size.

Approximately 74% of the Company's family value stores are
located in the Chicago, St. Louis, Houston, Dallas/Fort Worth,
Kansas City, and Oklahoma City markets.  The Company uses a
defined trade area strategy to determine locations for its new
family value stores.  The trade area strategy requires that each
store's primary trade area be large enough and sufficiently
independent of existing Company stores' trade areas to generate
sales levels sufficient to meet Company financial return
standards.


Merchandise

The Company provides a wide assortment of value-priced
merchandise for basic and fashion needs.  By micro marketing, the
Company tailors key merchandise categories in its stores to meet
the distinct needs of customers in each of the Company's markets. 
The Company offers leading brand name merchandise lines and
supplements these lines with other branded and private label
products.  During 1996, the Company significantly expanded and
updated its private label branding program.

Merchandise offerings by the Company include "hardline" products
such as home furnishings, housewares, consumer electronics, home
textiles, toys, outdoor sports and home fitness equipment, and
household consumables.  Additionally, the Company offers
"softline" products such as women's, men's and children's
clothing, intimate apparel, licensed team merchandise, shoes,
jewelry, cosmetics and fashion accessories.  The following table
summarizes the Company's sales by merchandise category for the
last three fiscal years.

(in millions)      1996           1995           1994   

Hardlines      $  947   64%   $1,228  64%    $1,269  63%
Softlines         528   35       681  35        725  36
Other              11    1        20   1         23   1 
               $1,486  100%   $1,929 100%    $2,017 100%


Seasonality of Business

The operations of the Company are highly seasonal with the fourth
quarter (the Christmas selling season) contributing 32% of sales
in 1996, compared with 30% of sales in 1995.  The demand for
working capital generally increases significantly prior to this
peak selling season.  Note 16 "Quarterly Results (unaudited)" of
the Notes to Financial Statements included in the Company's 1996
Annual Report to Shareowners is incorporated herein by reference. 
   

Distribution

The Company operates three distribution centers located in
Chicago, Illinois; O'Fallon, Missouri; and Corsicana, Texas. 
Merchandise is ordered centrally by Associates at the corporate
office for all stores and is shipped by vendors either directly
to individual stores or to the distribution centers which then
make deliveries to stores.  


Employees

The Company employs approximately 12,600 Associates.


Competition
 
In each of its markets, the Company operates in a highly
competitive environment which includes department stores, mass
merchandisers, specialty stores, and discounters.  The Company
considers value, product selection, quality, availability,
merchandise mix, customer satisfaction, and store location to be
the most significant competitive factors.  The Company's primary
competitors include Wal-Mart, Kmart, Target, Sears, J.C. Penney,
Kohl's and Mervyn's.  Most of the Company's primary competitors
are significantly larger and generally have greater resources
than the Company, and many of these competitors are expanding in
one or more of the Company's markets.  Each of the Company's
stores competes in its market with at least one of these
competitors, and a substantial number of the Company's stores
compete with two or more of these competitors, as well as
additional regional and local competitors.


Trademarks, Trade names, and Logos

The Company owns all rights to the "Venture" name for retail
department store services, which it uses as a trade name and as a
service mark, and it owns and licenses to others the right to use
"Venture" as a trademark in connection with various merchandise. 
The Company also owns all rights to the distinctive black and
white striped Venture logo and the striped wave Venture logo for
retail department store services which it uses in its signs and
advertising.  The Company believes that the Venture trade name
and mark and the Venture logos are material to its competitive
position in the industry.  


Environmental Matters

In connection with financing transactions related to the Spin-
off, environmental audits were conducted at 47 facilities owned
or operated by the Company.  Those audits revealed certain
environmental problems, including soil and groundwater
contamination at some sites formerly operated as automotive
service or gasoline stations.  The Company's estimate of cleanup
costs of $4.9 million for problems identified by the consultants
performing the environmental audits was recorded in 1989. 
Environmental audits were not conducted, and are not required by
law to be conducted, at most of the other facilities owned or
operated by the Company at the time of the spin-off, some of
which were formerly operated by the Company or other parties as
automotive service or gasoline stations or as manufacturing
facilities.  The Company has spent $2.8 million for cleanup at
the audited facilities through January 25, 1997 and believes that
the actual total cost of cleanup at the audited facilities will
not exceed the $4.9 million charge recorded in 1989.

During 1994, the Company completed asbestos inspections at all of
its stores constructed before 1984 which had not previously been
inspected for asbestos.  Based on these inspections, the Company
recorded a $2.6 million charge for the estimated cost to abate
asbestos.  The Company believes that the actual cost to abate
asbestos identified during these inspections will not exceed the
$2.6 million charge recorded in 1994.


Item 2.   PROPERTIES

The information set forth under the headings "Description of
Business", "Property and Equipment", and "Deferred Gain on
Sale/Leaseback" in Note 1 "Description of Business and Summary of
Significant Accounting Policies", Note 8 "Long-Term Debt" and
Note 9 "Lease Obligations" of the Notes to Financial Statements
included in the Company's 1996 Annual Report to Shareowners, and
the information under the heading "Markets" under Part I, Item 1,
of this report are incorporated herein by reference.  The Company
opened one new family value store in St. Louis, Missouri in 1996. 
The Company closed three family value stores in 1996, one in
Champaign, Illinois, one in Chicago, Illinois, and one in
Indianapolis, Indiana.  The Company's average store size is
approximately 100,000 square feet.  Sixteen of the Company's
family value stores are mortgaged to Principal Mututal Life
Insurance Company and five family value stores, one distribution
center, one photo studio, and one undeveloped new store site are
mortgaged to BT Commercial Corporation.  The Company operates a
423,900 square foot distribution facility in Chicago, Illinois
and a 601,400 square foot facility in O'Fallon, Missouri (20
miles west of St. Louis), which consists of a 197,000 square foot
general office and a 404,400 square foot distribution center.  In
1993, the Company opened a 350,000 square foot distribution
center in Corsicana, Texas.  This distribution center serves as
the hub of the Company's distribution network for its Texas
stores and can be expanded to approximately 700,000 square feet
to add capacity for approximately 59 additional stores.


Item 3.   LEGAL PROCEEDINGS

The company is not a party to any material pending legal
proceedings.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during
the quarter ended January 25, 1997.

EXECUTIVE OFFICERS

For information on executive officers, see Part III, Item 10 of
this report.


PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

The information set forth under the heading "Shareowner
Information" and  Note 7 "Notes Payable" of the Notes to
Financial Statements included in the Company's 1996 Annual Report
to Shareowners is incorporated herein by reference.  There were
19,264 shareowners of record of the Company's common stock as of
April 15, 1997.  

COMMON STOCK DATA

FISCAL YEAR ENDED     JANUARY 25, 1997            JANUARY 27, 1996    
                     Market                      Market   
                     Price       Dividends       Price       Dividends
                  High     Low   Per Share    High     Low   Per Share
Fourth quarter  $ 3 5/8  $ 2 3/8     -      $ 5 5/8  $ 3         -
Third quarter   $ 5 3/4  $ 3 1/4     -      $ 7 5/8  $ 3 7/8     -
Second quarter  $ 8 1/2  $ 5         -      $10 7/8  $ 6 1/4  $0.070
First quarter   $ 8 1/2  $ 3 5/8     -      $14 3/4  $10 5/8  $0.145

The Company's common stock is traded on the New York Stock
Exchange under the symbol VEN.


Item 6.   SELECTED FINANCIAL DATA

The information for 1992 through 1996 set forth under the heading
"Five-Year Summary" in the Company's 1996 Annual Report to
Shareowners is incorporated herein by reference.


Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

The information set forth under the heading "Management's
Discussion and Analysis" in the Company's 1996 Annual Report to
Shareowners is incorporated herein by reference.


Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Report of Independent Public Accountants, Statement of
Earnings, Balance Sheet, Statement of Shareowners' Investment,
Statement of Cash Flows, and Notes to Financial Statements
included in the Company's 1996 Annual Report to Shareowners are
incorporated herein by reference.


Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

None


PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

a)   Directors - The information under the headings "Nominees and
     Continuing Directors", "Security Ownership of Management"
     and "Section 16(a) Beneficial Ownership Reporting
     Compliance" of the Company's Proxy Statement dated April 29,
     1997 is incorporated herein by reference.

b)   Executive Officers - Information regarding the Executive
     Officers of the Company as of April 15, 1997 is set forth
     below.  All positions held are with the Company, unless
     otherwise indicated.



Name                   Age   Positions and Business Experience  Dates
Robert N. Wildrick     53    Chairman of the Board              1996-Present
                             President, Chief Executive         1995-Present
                              Officer and Director
                             Corporate Executive Vice           1991-1995
                              President for Merchandising and
                              Sales Promotion and Chief
                              Merchandising Officer of Belk
                              Stores Services, Inc. ("Belk")
                              (a group of family and
                              management-owned retail
                              department stores)


Eugene Caldwell        42    Senior Vice President-Chief        1994-Present
                              Financial Officer, Chief
                              Accounting Officer and Treasurer
                             Controller                         1991-1994


James H. Ferstl        54    Executive Vice President and       1996-Present
                              Chief Merchandising Officer
                             Executive Vice President of        1995-1996
                              Product Development and
                              Marketing
                             Corporate Vice President and       1987-1995
                              General Merchandise Manager of
                              Gottschalks Department Stores,
                              Inc. (a central California
                              regional department store)


Russell E. Solt        49   Secretary                           1996-Present
                            Executive Vice President-Finance    1995-Present
                             and Administration
                            Senior Vice President and Chief     1994-1995
                             Financial Officer at Williams-
                             Sonoma, Inc.
                            Executive Vice President and        1989-1994
                             Chief Financial Officer of Belk



Items 11 and 12.    EXECUTIVE COMPENSATION AND SECURITY OWNERSHIP
     OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the headings "Security Ownership
Of Certain Beneficial Owners", "Nominees and Continuing
Directors", "Board of Directors and Committees", "Director
Compensation", "Security Ownership of Management", "Executive
Compensation", "Compensation Committee Interlocks and Insider
Participation", and "Stock Performance Graph" of the Company's
Proxy Statement dated April 29, 1997 are incorporated herein by
reference.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None


PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

The following documents are filed as part of this report:

(a) (1)   Listing of Financial Statements:

     The following are incorporated herein by reference to the
     Company's 1996 Annual Report to Shareowners:


     Statement of Earnings for the fiscal years ended January 25,
          1997, January 27, 1996, and January 28, 1995

     Balance Sheet as of January 25, 1997 and January 27, 1996

     Statement of Shareowners' Investment for the fiscal years
          ended January 25, 1997, January 27, 1996, and January
          28, 1995

     Statement of Cash Flows for the fiscal years ended
          January 25, 1997, January 27, 1996, and January 28,
          1995

     Notes to Financial Statements

     Report of Independent Public Accountants


(a) (2)   All financial statement schedules for which provision
          is made in the applicable accounting regulations of the
          Securities and Exchange Commission are not required
          under the related instructions, are inapplicable or the
          information is included in the financial statements or
          the notes thereto, and therefore have been omitted.

(a) (3)   Listing of Exhibits: 
          
          The Exhibits filed as part of this Form 10-K are listed
          on the Exhibit Index immediately preceding such
          Exhibits, incorporated herein by reference.

(b) Reports on Form 8-K:   

     There were no reports on Form 8-K filed during the quarter
     ended January 25, 1997.

(c) Exhibits:

     See Response to Item 14 (a)(3).

(d) Financial statement schedules:

     See the response to Item 14(a)(2).
 



                            SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:     April 24, 1997               VENTURE STORES, INC.
                                        (Registrant)


                                        By:/s/Eugene Caldwell   
                                          Eugene Caldwell
                                          Senior Vice President-
                                          Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.

Date:     April 24, 1997           /s/Robert N. Wildrick         
                                   Robert N. Wildrick
                                   President, Chief Executive
                                   Officer, Chairman of the Board
                                   and a Director 

Date:     April 24, 1997           /s/Eugene Caldwell            
                                   Eugene Caldwell
                                   Senior Vice President -  
                                   Chief Financial Officer
                                   (Principal Financial Officer)


                            DIRECTORS
Date:     April 24, 1997           /s/James H. Ferstl            
                                   James H. Ferstl
                                   Executive Vice President and a
                                   Director

                                   Robert L. Berra*
                                   Kimberly A. Delsing*
                                   Timothy F. Finley*
                                   H. Edwin Trusheim*
                                   Lawrence J. Young*

Date:     April 24, 1997           *By/s/Robert N. Wildrick      
                                   Robert N. Wildrick
                                   Attorney-in-fact

Supplemental Information to Be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which Have
Not Registered Securities Pursuant to Section 12 of the Act:

     Not Applicable




                       VENTURE STORES, INC.
                          EXHIBIT INDEX

  
Exhibit No.                                              

  3.1     Restated Certificate of Incorporation, filed 
          as Exhibit 3.1 to the Company's Annual Report
          on Form 10-K for the fiscal year ended
          February 2, 1991, is incorporated herein by
          reference.
  
  3.2     Amended and Restated By-laws, filed as Exhibit
          3.2 to the Company's Annual Report on Form
          10-K for the fiscal year ended January 27,
          1996, is incorporated herein by reference.
  
  3.3     Certificate of Designations, Preferences and
          Rights of Junior Participating Preferred
          Stock, filed as Exhibit 3.3 to the Company's
          Annual Report on Form 10-K for the fiscal
          year ended February 2, 1991, is incorporated
          herein by reference.

  3.4     Certificate of Designations of Cumulative
          Convertible Preferred Stock, filed as Exhibit
          4.1 to the Company's Registration Statement
          on Form S-1 (Registration No. 33-46583), is
          incorporated herein by reference.

  4.1(a)  Rights Agreement between the Company and
          Boatmen's Trust Company, filed as Exhibit 4.1
          to the Company's Annual Report on Form 10-K
          for the fiscal year ended February 2, 1991,
          is incorporated herein by reference.

  4.1(b)  Assignment and Assumption Agreement between
          the Company, Boatmen's Trust Company and
          Mellon Securities Trust Company, filed as
          Exhibit 4.1(b) to the Company's Annual Report
          on Form 10-K for the fiscal year ended
          January 30, 1993, is incorporated herein by
          reference.

  4.1(c)  Assignment and Assumption Agreement between 
          the Company, Mellon Securities Trust Company,
          and the Bank of New York, filed as Exhibit
          4.1(c) to the Company's Annual Report on Form
          10-K for the fiscal year ended January 27,
          1996, is incorporated herein by reference.

  4.2     Deposit Agreement between the Company and
          Mellon Securities Trust Company (New York),
          As Depositary, filed as Exhibit 4.2 to the
          Company's Quarterly Report on Form 10-Q for
          the 13 weeks ended May 2, 1992, is
          incorporated herein by reference.

  4.3     Form of Depositary Receipt (included in
          Exhibit 4.2), filed as part of Exhibit 4.2 to
          the Company's Quarterly Report on Form 10-Q
          for the 13 weeks ended May 2, 1992, is
          incorporated herein by reference.
 
  4.4     Form of Cumulative Convertible Preferred Stock
          Certificate, filed as Exhibit 4.5 to the
          Company's Registration Statement on Form S-1
          (Registration No. 33-46583), is incorporated
          herein by reference.

  4.5(a)  Indenture, dated as of October 1, 1994, between
          the Company and The First National Bank of
          Chicago, filed as Exhibit 4(a) to the
          Company's Current Report on Form 8-K dated
          October 12, 1994, is incorporated herein by
          reference.
 
  4.5(b)  First Supplemental Indenture, dated as of         
          March 29, 1996, between the Company, Fleet
          National Bank, and the First National Bank of
          Chicago, filed as Exhibit 4.5(b) to the
          Company's Annual Report on Form 10-K for the
          fiscal year ended January 27, 1996, is
          incorporated herein by reference.

  4.6     Officers' Certificate, dated October 12, 1994,
          establishing the forms and terms of certain
          notes (Exhibits 4.7 and 4.8), filed as
          Exhibit 4(b) to the Company's Current Report
          on Form 8-K dated October 12, 1994, is
          incorporated herein by reference.

  4.7     Form of Book-Entry Fixed Rate Note, filed as
          Exhibit 4(c) to the Company's Current Report
          on Form 8-K dated October 12, 1994, is
          incorporated herein by reference.

  4.8     Form of Book-Entry Floating Rate Note, filed     
          as Exhibit 4(d) to the Company's Current
          Report on Form 8-K dated October 12, 1994, is
          incorporated herein by reference.

 10.1     Tax Sharing Agreement dated August 8, 1990,
          between the Company and May, filed as Exhibit
          10.1 to the Company's Registration Statement
          on Form S-1 (Registration No. 33-35452), is
          incorporated herein by reference. 

 10.2(a)  Loan and Security Agreement, dated as of 
          June 28, 1996, between the Company and
          BankAmerica Business Credit, Inc. as Agent,
          filed as Exhibit 10 to the Company's
          Quarterly Report on Form 10-Q for the 13 and
          26 weeks ended July 27, 1996, is incorporated
          herein by reference.

 10.2(b)  First Amendment, dated October 15, 1996, to 
          the Loan and Security Agreement, dated as of
          June 28, 1996, between the Company and
          BankAmerica Business Credit, Inc. as Agent,
          filed as Exhibit 10 to the Company's
          Quarterly Report on Form 10-Q for the 13 and
          39 weeks ended October 26, 1996, is
          incorporated herein by reference.

 10.2(c)  Second Amendment, dated January 8, 1997, to       
          the Loan and Security Agreement, dated as of
          June 28, 1996, between the Company and
          BankAmerica Business Credit, Inc. as Agent. 

 10.2(d)  Agreement Relating to Second Amendment to Loan    
          and Security Agreement, dated January, 8,
          1997, between the Company and BankAmerica
          Business Credit, Inc. as Agent. 

 10.2(e)  Third Amendment, dated January 28, 1997, to       
          the Loan and Security Agreement, dated as of
          June 28, 1996, between the Company and
          BankAmerica Business Credit, Inc. as Agent. 

 10.2(f)  Fourth Amendment and Limited Term Waiver,         
          dated as of March 31, 1997, to the Loan and
          Security Agreement, dated as of June 28,
          1996, between the Company and BankAmerica
          Business Credit, Inc. as Agent. 

 10.3     Credit Agreement, dated as of April 8, 1997,     
          between the Company and BT Commercial
          Corporation, as Agent.

 10.4     General Security Agreement, dated as of         
          April 8, 1997, between the Company and BT
          Commercial Corporation, as Agent.

 10.5(a)  Agreement of Sale and Purchase, dated May 18,
          1990, between the Company and Metropolitan
          Life Insurance Company, filed as Exhibit
          10.3(a) to the Company's Registration
          Statement on Form S-1 (Registration No. 33-
          35452), is incorporated herein by reference. 

 10.5(b)  Bedford Park Agreement of Sale and Purchase,
          dated May 18, 1990, between the Company and
          Metropolitan Life Insurance Company, filed as
          Exhibit 10.3(b) to the Company's Registration
          Statement on Form S-1 (Registration No. 33-
          35452), is incorporated herein by reference.

 10.5(c)  Lease Agreement, dated May 18, 1990, between
          the Company and Metropolitan Life Insurance
          Company, filed as Exhibit 10.3(c) to the
          Company's Registration Statement on Form S-1
          (Registration No. 33-35452), is incorporated
          herein by reference.

 10.5(d)  Bedford Park Lease Agreement, dated May 18,
          1990, between the Company and Metropolitan
          Life Insurance Company, filed as Exhibit
          10.3(d) to the Company's Registration
          Statement on Form S-1 (Registration No. 33-
          35452), is incorporated herein by reference.

 10.6(a)  Loan Agreement, dated July 3, 1990, between
          the Company and Principal Mutual Life
          Insurance Company, filed as Exhibit 10.4 to
          the Company's Registration Statement on Form
          S-1 (Registration No. 33-35452), is
          incorporated herein by reference. 

 10.6(b)  Letter Agreement, dated April 17, 1995,
          amending the Loan Agreement dated July 3,
          1990, between the Company and Principal
          Mutual Life Insurance Company, filed as
          Exhibit 10.4(b) to the Company's Annual
          Report on Form 10-K for the fiscal year ended
          January 28, 1995, is incorporated herein by
          reference.

 10.6(c)  Second Amendment, dated October 28, 1995, to 
          the Loan Agreement dated July 3, 1990,
          between the Company and Principal Mutual Life
          Insurance Company, filed as Exhibit 10(a) to
          the Company's Quarterly Report on Form 10-Q
          for the 13 and 39 weeks ended October 28,
          1995, is incorporated herein by reference.  

*10.7     Venture Stores, Inc. Stock Option Plan,
          effective March 1, 1990, filed as Exhibit
          10.5 to the Company's Registration Statement
          on Form S-1 (Registration No. 33-35452), is
          incorporated herein by reference. 

*10.8     Venture Stores, Inc. Stock Appreciation Rights
          Plan, as amended effective March 3, 1992,
          filed as Exhibit 10.6 to the Company's
          Registration Statement on Form S-1
          (Registration No. 33-46583), is incorporated
          herein by reference.

*10.9     Venture Stores, Inc. 1992 Long-Term 
          Performance Plan, as amended March 1, 1994,
          and as amended March 7, 1996, filed as
          Exhibit 10.7 to the Company's Annual Report
          on Form 10-K for the fiscal year ended
          January 27, 1996, is incorporated herein by
          reference.  

*10.10    Venture Stores, Inc. 1997 Stock Option Plan,    
          effective March 6, 1997.

*10.11(a) Venture Stores, Inc. Executive Incentive
          Compensation Plan, effective February 25,
          1994, filed as Exhibit 10.9 to the Company's
          Annual Report on Form 10-K for the fiscal
          year ended January 29, 1994, is incorporated
          herein by reference.

*10.11(b) Amendment to Venture Stores, Inc. Executive
          Incentive Compensation Plan, effective May
          20, 1994, filed as Exhibit 10.2 to the
          Company's Quarterly Report on Form 10-Q for
          the 13 and 26 weeks ended July 30, 1994, is
          incorporated herein by reference. 

*10.12(a) Venture Stores, Inc. Retirement Plan and First
          Amendment thereto, effective January 1, 1990,
          filed as Exhibit 10.9 to the Company's
          Registration Statement on Form S-1
          (Registration No. 33-35452), is incorporated
          herein by reference. 

*10.12(b) Second Amendment to Venture Stores, Inc. 
          Retirement Plan, effective December 27, 1990,
          filed as Exhibit 10.27 to the Company's
          Annual Report on Form 10-K for the fiscal
          year ended February 2, 1991, is incorporated
          herein by reference. 

*10.12(c) Third and Fourth Amendments to Venture Stores,
          Inc. Retirement Plan, executed June 30, 1994,
          filed as Exhibit 10.3 to the Company's
          Quarterly Report on Form 10-Q for the 13 and
          26 weeks ended July 30, 1994, is incorporated
          herein by reference. 

*10.12(d) Fifth Amendment to the Venture Stores, Inc. 
          Retirement Plan, executed November 8, 1995,
          filed as Exhibit 10.10(d) to the Company's
          Annual Report on Form 10-K for the fiscal
          year ended January 27, 1996, is incorporated
          herein by reference.

*10.12(e) Sixth Amendment to the Venture Stores, Inc. 
          Retirement Plan, executed December 15, 1995,
          filed as Exhibit 10.10(e) to the Company's
          Annual Report on Form 10-K for the fiscal
          year ended January 27, 1996, is incorporated
          herein by reference.

*10.13(a) Venture Stores, Inc. Supplementary Retirement
          Plan, effective January 1, 1990, filed as
          Exhibit 10.10 to the Company's Registration
          Statement on Form S-1 (Registration No. 33-
          35452), is incorporated herein by reference. 

*10.13(b) First Amendment to Venture Stores, Inc.
          Supplementary Retirement Plan, dated March
          29, 1995, filed as Exhibit 10.11(b) to the
          Company's Annual Report on Form 10-K for the
          fiscal year ended January 28, 1995, is
          incorporated herein by reference.

*10.13(c) Addendum No. 1 to the Supplementary Retirement
          Plan dated April 17, 1995, filed as Exhibit
          10.11(c) to the Company's Annual Report on
          Form 10-K for the fiscal year ended January
          28, 1995, is incorporated herein by
          reference.

*10.14(a) Venture Stores, Inc. Profit Sharing Plan,
          as amended and restated as of January 1,
          1994, filed as Exhibit 10.4 to the Company's
          Quarterly Report on Form 10-Q for the 13 and
          26 weeks ended July 30, 1994, is incorporated
          herein by reference. 

*10.14(b) First Amendment to the Venture Stores, Inc. 
          Profit Sharing Plan, executed November 14,
          1995, filed as Exhibit 10.12(b) to the
          Company's Annual Report on Form 10-K for the
          fiscal year ended January 27, 1996, is
          incorporated herein by reference.

*10.14(c) Second Amendment to the Venture Stores, Inc. 
          Profit Sharing Plan, executed December 15,
          1995, filed as Exhibit 10.12(c) to the
          Company's Annual Report on Form 10-K for the
          fiscal year ended January 27, 1996, is
          incorporated herein by reference.

*10.15    Employment Agreement, effective April 17, 1995,
          between the Company and Robert N. Wildrick,
          filed as Exhibit 10.15 to the Company's
          Annual Report on Form 10-K for the fiscal
          year ended January 28, 1995, is incorporated
          herein by reference.

*10.16    Employment Agreement, effective August 30,      
          1995, between the Company and James Ferstl.

*10.17(a) Employment Agreement, effective December 4,     
          1995, between the Company and Russell E. Solt.

*10.17(b) Amendment to the Employment Agreement, effective 
          July 1,1996, between the Company and Russell
          E. Solt.

*10.18(a) Employment Agreement, effective May 30,   
          1995, between the Company and Peter Mihaltian.

*10.18(b) Amendment to the Employment Agreement, effective 
          July 1,1996, between the Company and Peter
          Mihaltian.

*10.19(a) Employment Agreement, effective May 1, 1994,    
          between the Company and Eugene Caldwell.

*10.19(b) Amendment to the Employment Agreement, effective    
          May 1, 1995, between the Company and Eugene
          Caldwell.

*10.19(c) Second Amendment to the Employment Agreement,       
          effective July 1, 1996, between the Company
          and Eugene Caldwell.

*10.20    Severance Agreement between the Company
          and Robert N. Wildrick, effective April 17,
          1995, filed as Exhibit 10.21 to the Company's
          Annual Report on Form 10-K for the fiscal
          year ended January 28, 1995, is incorporated
          herein by reference.

*10.21    Severance Agreement between the Company         
          and James Ferstl, effective July 12, 1995. 

*10.22    Severance Agreement between the Company
          and Russell E. Solt, effective November 18,
          1995.

*10.23    Severance Agreement between the Company         
          and Peter Mihaltian, effective May 30, 1995. 

*10.24    Severance Agreement between the Company         
          and Eugene Caldwell, effective August 10,
          1995. 

 10.25    Indemnification Agreement between the Company
          and Robert N. Wildrick, dated April 17, 1995, 
          filed as Exhibit 10.23 to the Company's
          Annual Report on Form 10-K for the fiscal
          year ended January 28, 1995, is incorporated
          herein by reference. 

 10.26    Indemnification Agreement between the Company   
          and James H. Ferstl, dated January 31, 1996.
 
 10.27    Indemnification Agreement between the Company   
          and Russell E. Solt, dated December 4, 1995.

 10.28    Indemnification Agreement between the Company   
          and Eugene Caldwell, dated April 21, 1994.

 10.29(a) Restricted Stock Plan for Non-Management 
          Directors of Venture Stores, Inc., as amended
          effective September 28, 1990 and March 3,
          1992, filed as Exhibit 10.7 to the Company's
          Registration Statement on Form S-1
          (Registration No. 33-46583), is incorporated
          herein by reference.
 
 10.29(b) Third Amendment to the Restricted Stock Plan 
          for Non-Management Directors of Venture
          Stores, Inc., executed May 10, 1996, filed as
          Exhibit 10.1 to the Company's Quarterly
          Report on Form 10-Q for the 13 weeks ended
          April 27, 1996, is incorporated herein by
          reference.

 10.30(a) Retirement Plan for Non-Management Directors
          of Venture Stores, Inc., filed as Exhibit
          10.24 to the Company's Annual Report on Form
          10-K for the fiscal year ended January 30,
          1993, is incorporated herein by reference.

 10.30(b) First Amendment to the Retirement Plan for 
          Non-Management Directors of Venture Stores,
          Inc., executed May 10, 1996, filed as Exhibit
          10.2 to the Company's Quarterly Report on
          Form 10-Q for the 13 weeks ended April 27,
          1996, is incorporated herein by reference.

 10.31    Retainer Stock and Option Plan for Non-
          Management Directors of Venture Stores, Inc.
          is incorporated herein by reference from
          Exhibit A to the Company's Proxy Statement
          dated April 7, 1995.

 11       Computation of Earnings per Share  

 13       The Company's 1996 Annual Report to
          Shareowners (only those portions specifically
          incorporated by reference are filed with the
          Commission)

 23       Consent of Independent Public Accountants

 24       Power of Attorney

 27       Financial Data Schedule


*  Exhibit represents a management contract or compensatory plan.