EXHIBIT 10.2(d)

January 8, 1997



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

Re:  Agreement Relating to Second Amendment to Loan and Security
Agreement


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").  Reference is hereby also made to that
certain letter agreement (the "Second Amendment"), dated even
date herewith and proposed to be entered into by and among the
Borrower, the Lenders and the Agent, which Second Amendment would
amend the Agreement in certain respects.  Certain capitalized
terms used herein and not otherwise defined shall have the
meanings attributed to them in the Agreement.

To induce the parties hereto to enter into the Second Amendment,
and in consideration thereof, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower hereby agrees that it shall pay to the
Agent on the date of the Borrower's acceptance of this letter
agreement, for the account of the Lenders, ratably in accordance
with their respective Pro Rata Shares, an amendment fee (the
"Amendment Fee") in the amount of $500,000, which Amendment Fee
shall be fully earned by the Lenders on such date.

This letter agreement shall be interpreted and the rights and
liabilities of the parties hereto determined in accordance with
the internal laws (as opposed to the conflict of laws provisions)
of the State of Illinois.

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 letter agreement
by signing in the space below.  This letter agreement 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 letter
agreement shall become effective in accordance with its terms
upon its execution by the Agent, the Majority Lenders and the
Borrower.


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