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                              EXHIBIT (10)(iii)(d)

                             Material Contracts --
                         Termination Agreement between
                           Richman Gordman 1/2 Price
                         Stores, Inc. and Roger Faust,
                            dated February 11, 1997,
                              modifying Employment
                                   Agreement.



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                                 TERMINATION OF
                              EMPLOYMENT AGREEMENT


       This Termination of Employment Agreement is made as of the 11th
  day of February, 1997 (the "Agreement"), by and among ROGER FAUST
  ("Executive"), and RICHMAN GORDMAN 1/2 PRICE STORES, INC., a Delaware
  corporation (the "Company").  Capitalized terms not defined herein
  shall have their respective meanings set forth in the Employment
  Agreement, as defined below.

       WHEREAS, the Company and Executive are parties to an Employment
  Agreement dated as of October 20, 1993, as amended by the First
  Amendment to Employment Agreement dated as of March 31, 1994, and as
  further amended by the Second Amendment to Employment Agreement dated
  as of January 17, 1996  (the "Employment Agreement"); and

       WHEREAS, Executive resigned as Senior Vice President, Chief
  Financial Officer, Secretary and Treasurer of the Company effective
  January 10, 1997;

       NOW, THEREFORE, in consideration of the preceding premises which
  are incorporated into the Agreement by this reference, and in
  consideration of the agreements contained herein, the parties agree as
  follows:

       Section 1.  Prior to the date hereof, Executive has received, as
  part of regular payroll, payment of the net amount due Executive for
  Base Salary and benefits through January 10, 1997.

       Section 2.  Two (2) checks shall be delivered to Executive upon
  execution of this Agreement, as follows:

      a.   A check in the amount of $113,017.72, representing the
           lump sum payment of the present value of Base Salary from
           January 11, 1997 through January 10, 1998, as provided by
           Section 8(c)(ii) of the Employment Agreement, net of
           applicable taxes and withholding.  (See attached
           calculations).

      b.   A check in the amount of $9,710.63, representing four
           weeks and one day of vacation pay, net of applicable taxes
           and withholding.  (See attached calculations).

     Section 3.  The Company will continue to pay the premiums on
Executive's existing health and dental insurance plans through the
coverage period ending January 10, 1998.  The Company will maintain
directors and officers liability insurance for Executive comparable to
that presently in effect through January 10, 1998.   Executive will
convert and assume the cost of long-term disability and life insurance
after January 10, 1997.

     Section 4.  In consideration of the payments above, Executive
hereby releases the Company and its directors, officers and employees
(the "Company Released Parties"), from any and all causes of action he
may have against them for matters arising during or out of his
employment or arising as a result of or in connection with his
employment relationship with the Company or the


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termination of that relationship, including without limitation under the
Employment Agreement.  This release includes any causes of action he may
have against the Company Released Parties, whether known or unknown,
asserted or unasserted and whether in tort, contract, pursuant to
statutory employment law or otherwise, other than any claim by Executive
to enforce the terms of this Agreement.

     Section 5.  The Company hereby releases Executive from any and all
causes of action the Company may have against Executive for matters
arising during or out of his employment or arising as a result of or in
connection with his employment relationship with the Company or the
termination of that relationship, including without limitation under the
Employment Agreement.  This release includes any causes of action the
Company may have against Executive, whether known or unknown, asserted
or unasserted and whether in tort, contract, pursuant to statutory
employment law or otherwise, other than any claim by the Company to
enforce the terms of this Agreement.

     Section 6.  Upon payment by the Company of the amounts specified in
Section 2 above, the Company's obligations under the Employment
Agreement will terminate except for the express obligations of the
Company under Section 3 above.  Executive will continue to be
responsible for his obligations under Section 10 of the Employment
Agreement, provided that the Company and Executive acknowledge and agree
that subsection (c) of Section 10 is not applicable and is hereby
terminated and of no force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.

                                  EXECUTIVE:



                                  /s/ Roger R. Faust
                                  ---------------------------------------
                                  Roger R. Faust

                                  RICHMAN GORDMAN 1/2 PRICE STORES, INC.


                                  By /s/ Jeffrey J. Gordman
                                    -------------------------------------
                                    Jeffrey J. Gordman, President




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                         Lump Sum Severance Calculation



             $8,324.23    Bi-weekly Payment
             0.230769%    Interest Rate (Annual 6%, Bi-Weekly: .230769%)
                   26     Term of Annuity (1 Year - Biweekly Payments)

             $209,830.20  Present Value of Annuity Payments
             $216,430.00  Lump Sum Amount


             $209,830.20  Present value
-              75,538.87  Federal taxes  (36%)
-              14,688.11  State taxes (7%)
-               3,542.96  Base FICA
-               3,042.54  Medicare (1.45%)
             -----------
             $113,017.72  Net amount due




                              Vacation Calculation



             $ 17,480.88  Four weeks and one day vacation
-               6,293.12  Federal taxes (36%)
-               1,223.66  State taxes (7%)
-                     -0- Base  FICA
-                 253.47  Medicare (1.45%)
             -----------
             $  9,710.63