UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                   FORM 10-K
     (Mark One)<PAGE>



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

     For the fiscal year ended       January 31, 1998                
      

     /  / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES
       EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

     For the transition period from          to        

                         Commission file number   1-1394 

                            Edison Brothers Stores, Inc.     
               (Exact name of registrant as specified in its charter)

                              Delaware            
          43-0254900  
               (State or other jurisdiction of              (I.R.S.
     Employer
               incorporation or organization)       
          Identification No.)

                        501 N. Broadway, St. Louis, Missouri         
     63102    
        (Address of principal executive offices)    (Zip Code)

          Registrant's telephone number, including area code   314-
     331-6000

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

     None



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

                                   (Title of class)
                         Common Stock, par value $.01 per share
                         Warrants to purchase Common Stock

     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<PAGE>



     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 as of April 21, 1998:

                         Common Stock, $.01 par value $71,975,258

     It is assumed for purposes of this calculation that the
     registrant has no _affiliates_.  Information as to the share
     holdings of directors and certain security holders of the
     registrant is provided in the proxy statement for the 1998 annual
     meeting of stockholders.

     Indicate by check mark whether the registrant has filed all
     documents and reports required to be filed by Section 12, 13 or
     15(d) of the Securities Exchange Act of 1934 subsequent to the
     distribution of securities under a plan confirmed by a court.

     Yes X   No  _

     The number of shares outstanding of each of the registrant's
     classes of common stock, as of April 21, 1998:

                         Common Stock, $.01 par value _ 9,596,701
     shares

     DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the annual report to stockholders for January 31,
     1998 (_1997 Annual Report_), are incorporated by reference into
     Parts I and II.

     Portions of the proxy statement for the 1998 annual stockholders
     meeting are incorporated by reference into Part III.


     PART I

     Item 1.  BUSINESS

     GENERAL

     Edison Brothers Stores, Inc. (the _Company_) owns and operates
     chains of specialty retailing stores located in forty-seven
     states of the United States, the District of Columbia, Puerto
     Rico, the Virgin Islands and Canada.  The Company conducts its
     principal operations through subsidiaries and divisions in two
     business segments: apparel and footwear.    The stores operated
     by the Company are located primarily in shopping malls. At
     January 31, 1998, the Company operated 1,605 stores. 

     REORGANIZATION

     On November 3, 1995 (the _Petition Date_), the Company and 65 of
     its subsidiaries (the _Debtors_) filed petitions for relief under
     Chapter 11 of the United States Bankruptcy Code in the United
     States Bankruptcy Court (the _Court_) in Wilmington, Delaware.
     The Debtors' Amended Joint Plan of Reorganization (the _Plan_)
     was confirmed by the Court on September 9, 1997. The Company
     emerged from Chapter 11 on September 26, 1997 (for financial
     reporting purposes, the effective _Emergence Date_ is October 4,
     1997).  During the period from November 3, 1995 through September
     26, 1997 the Company operated as debtor-in-possession.

     The Plan provided for general unsecured creditors to receive: (i)
     $99 million ($96.9 million distributed to creditors and $2.1
     million distributed to the Limited Liability Companies
     established pursuant to the Plan); (ii) ten year, 11% unsecured
     notes in the principal amount of $120 million (with approximately
     the first three years of interest pre-funded and no scheduled
     principal payments until maturity in 2007) (_Senior Notes_);
     (iii) 10,000,000 shares of new common stock of the Company (_New
     Common Stock_)(less the shares to be issued to holders of equity
     interests who exercised certain Rights granted to them pursuant
     to the Plan, with the proceeds of such Rights Offering being
     added to the cash to be distributed to creditors); (iv) title to
     the Company's headquarters building in downtown St. Louis , ; and
     (v) $51.2 million, from the Company's  pension plan less any
     taxes and expenses attributable to the termination of the pension
     plan

     All of the Company's shares of common stock existing at the
     Emergence Date were cancelled. The Plan provided for holders of
     equity interests in the Company existing as of Emergence Date to
     receive eight-year warrants to purchase a total of approximately
     nine percent of the New Common Stock.

     The Company also terminated the Company's pension plan as of May
     31, 1997 and established a replacement plan effective January 1,
     1998.

     Description of Business

     Apparel Segment

     The Company's menswear chains include J. Riggings, JW
     Group(including JW, Oaktree and Coda), REPP Ltd Big & Tall, and
     Phoenix catalog operations. The womenswear chain is 5-7-9.
     Shifty's is an experimental concept that provides apparel for
     both men and women.

     J. Riggings is a men's specialty store that sells updated
     traditional and dressy clothes to a youthful, value-oriented
     customer.  In 1997, J. Riggings had an average store size of
     2,666 square feet.  J. Riggings operated 312 and 333 stores at
     January 31, 1998 and February 1, 1997, respectively.

     JW/Jeans West (JW) markets casual fashions, predominantly denim
     clothing and accessories, to young men between the ages of 13 and
     20.  In 1997, JW had an average store size of 1,691 square feet.
     JW operated 297 and 341 stores at January 31, 1998 and February
     1, 1997, respectively.

     Oaktree offers a mix of European influenced dress and casual
     clothing for men ages 19 to 28. In 1997, Oaktree had an average
     store size of 2,437 square feet.  Oaktree operated 66 and 76
     stores at January 31, 1998 and February 1, 1997, respectively.<PAGE>

     Coda markets the latest in men's casual fashion, including jeans,
     knit casual wear and athletic wear.  The chain targets the urban
     youth market - 17 to 25 year old men who are brand conscious and
     fashion forward.  In 1997 Coda had an average store size of 3,000
     square feet.   Coda operated 29 and 33 stores at January 31, 1998
     and February 1, 1997, respectively.

     REPP Ltd Big & Tall (REPP) is a chain offering high quality,
     fashionable casual and dress men's clothing in both branded and
     private label.  REPP focuses on the tall man of at least 6'3" and
     the big man having a 40" or larger waist.  In 1997, REPP had an
     average store size of 3,949 square feet.  REPP operated 176 and
     189 stores at January 31, 1998 and February 1, 1997,
     respectively.

     REPP By Mail is a catalog operation that markets fashionable
     casual and dress men's clothing and a large assortment of
     accessories (including footwear) in primarily branded labels. 
     The catalog operation focuses on the tall man of at least 6'3"
     and the big man of a 40" waist or larger providing a wide variety
     of sizes, styles, and accessories. 

     5-7-9 primarily markets sportswear, dresses and accessories to
     junior high and high school girls who want to purchase trendy
     fashions at moderate prices in sizes 0 through 9.  The core
     customer is conscious of looking current without being too
     extreme or mature.  In 1997, 5-7-9 had an average store size of
     1,824 square feet.       5-7-9 operated 260 and 274 stores at
     January 31, 1998 and February 1, 1997, respectively.

     Shifty's caters to both male and female teenagers who want to set
     trends with fashionable and branded clothing. In 1997, Shifty's
     had an average store size of 2,506 square feet. Shifty's operated
     16 and 4 stores at January 31, 1998 and February 1, 1997,
     respectively. The Company announced in January 1998 that the
     Shifty's concept will be phased out during 1998.

     Footwear Segment

     The Company's footwear chains include Bakers/Leeds, Precis, and
     Wild Pair.

     Bakers/Leeds targets young women, predominantly ages 12 to 24,
     who want fashionable footwear and accessories at prices between
     the discounters and the department stores.  In 1997, Bakers/Leeds
     had an average store size of 2,694 square feet.  Bakers/Leeds
     operated 289 and 309 stores at January 31, 1998 and February 1,
     1997, respectively.

     Precis targets contemporary women looking for stylish, quality,
     upscale footwear and accessories.  In 1997, Precis had an average
     store size of 1,814 square feet.  Precis operated 4 and 17 stores
     at January 31, 1998 and February 1, 1997, respectively.

     Wild Pair targets young men and women who are looking for
     alternative fashion in footwear. In 1997, Wild Pair had an
     average store size of 1,745 square feet.  Wild Pair operated 156
     and 164 stores at January 31, 1998 and February 1, 1997,
     respectively.


     Operations, Inventory and Distribution

     The specialty retailing business is subject to fluctuations
     resulting from changes in customer preferences dictated by
     fashion and season.  This is especially true for stores
     emphasizing fashion over classic basics.  In addition,
     merchandise usually must be ordered significantly in advance of
     the selling season and sometimes before fashion trends are
     evidenced by customer purchases.  It has been the general
     practice of the Company and other apparel retailers to build up
     inventory levels prior to peak-selling seasons, which further
     increases the vulnerability of the Company to changes in demand,
     pricing shifts and to errors in selection and timing of
     merchandise purchases.

     Substantially all of the Company's merchandise information,
     accounting, and financial control systems are operated centrally
     from the Company's headquarters in St. Louis, Missouri.  Daily
     polling of activity from the point-of-sale registers in each
     store provides current data for updated sales, merchandise, and
     bank activity reporting.  Integration of this data with the
     Company's merchandise system enables each chain's team of
     merchandise planners and distributors to monitor performance and
     replenish and control inventory.

     The Company must carry large amounts of inventory to meet the
     needs of its stores.  The Company operates three distribution
     centers located in Washington, Missouri; Rialto, California; and
     Princeton, Indiana.  The centers are receiving points for
     merchandise from foreign and domestic suppliers and coordinate
     distribution of individual shipments via contract and common
     carriers.

     Purchasing

     The Company purchases approximately 70% of its merchandise from
     foreign suppliers and the balance from domestic sources.  The
     Company has no long-term purchase commitments with any of its
     suppliers and is not dependent on any one supplier.  The
     Company's importing operations are subject to the contingencies
     generally associated with foreign operations, including
     fluctuations in currency values, customs duty increases, quota
     limitations and any other foreign development that could cause a
     supply disruption.  The Company has international buying offices
     in Taiwan, Hong Kong, China, Indonesia, Korea, Honduras, and the
     Philippines.

     The Company does not manufacture any merchandise, but it markets
     most of its merchandise under private labels.  Each chain of
     stores maintains a staff of buyers who make buying decisions for
     each chain.

     Competition<PAGE>



     Apparel and footwear retailing industries are highly competitive.
     The Company's stores are in competition with numerous other
     independent retailers, department stores, mail-order companies
     and discount and manufacturer's outlets, many of which have
     greater sales, assets and financial resources than the Company. 
     Because the Company's stores are primarily in regional shopping
     malls, each faces several nearby competitors.  In competing for
     customers, the Company emphasizes the fashion orientation of its
     merchandise, customer service, store appearance and price.

     Employees

     At January 31, 1997,the Company employed 14,639 persons, with13,
     375 of them engaged in retail operations at the store level
     (approximately 29% full-time and 71% part-time).  A substantial
     number of the employees are hired temporarily during peak selling
     seasons.  The Company believes its employee benefits package is
     competitive with those offered in the industry.  The Company's
     employees are non-union and the Company believes that its
     employee relations are good.

     Seasonal Business

     The Company experiences a significant increase in sales during
     the Christmas selling season (Thanksgiving through Christmas). 
     Sales during that season accounted for 13.8% of total sales for
     the 17 weeks ended January 31, 1998 and the 35 weeks ended
     October 4, 1997 combined and the year ended February 1, 1997. 
     The percentage of sales in each year was the same, although the
     1997 Christmas season had one more shopping day than the 1996
     season.  The Company's inventory is significantly increased prior
     to this peak selling period. 

     Trademarks

     The Company holds a number of trademarks covering its products. 
     The Company believes that the loss of any of these trademarks
     would not have a material effect on the Company's business.

     Item 2.  PROPERTIES

     The Company's stores are located nationwide, and most are leased
     with initial terms of generally from five to ten years.  The
     rentals under most leases are based upon a guaranteed minimum and
     a percentage of sales to the extent sales exceed a threshold
     amount.  Many of the leases provide for additional payments for
     real estate taxes and other items.  The stores generally range in
     size from 1,300 to 4,000 square feet.

     The Company leases its headquarters  (approximately 260,000
     square feet) in St. Louis, Missouri, which is the home office for
     all divisions.  The Rialto, California and Princeton, Indiana
     distribution centers are owned by the Company.  The distribution
     center in Washington, Missouri is operated under a long-term
     capital lease arrangement.  The Rialto and Washington centers
     service primarily the apparel segment while Princeton services
     primarily the footwear segment.

     Item 3.  LEGAL PROCEEDINGS<PAGE>




     The Company emerged from Chapter 11 on September 26, 1997. 
     Additional information related to the confirmation of the Plan
     and the reorganization are set forth under Part 1, Item 1 of this
     Form 10-K and under the captions _Note 3: Reorganization_ to the
     Consolidated Financial Statements, and _Management's Discussion
     and Analysis_ in the 1997 Annual Report.  Such information is
     incorporated herein by reference.

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

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

     There were no matters submitted to a vote of security holders
     during the fourth quarter.

     <TABLE>

     Item 4a.   EXECUTIVE OFFICERS OF THE REGISTRANT

     The following sets forth certain information regarding the
     executive officers of the Company:

     <CAPTION>

                              Position in the Company (1)            
                                                                  
     Name              Age    Title                              Term
     <S>               <C>    <C>                                <C>
     Timothy W. Brannon44     Senior Vice President, Stores      Since
     March 1998
                         Director of Stores, REPP Ltd.      1997-1998

     Mark H. Brown  40   Senior Vice President, Real
                          Estate and Construction      Since April
                    1998
                         Executive Vice President, Real
                          Estate and  Construction          1997-1998
                         Vice President and
                          Director of Real Estate      1995-1997
                         Vice President and Director
                          of Real Estate-Northeast          1992-1995

     John F. Burtelow    50   Executive Vice President,
                         Chief Administrative Officer,
                         and Chief Financial Officer        Since
     February 1998

     Paul D. Eisen  43   President of JW/Coda               Since 1995
                         President of Oaktree               Since 1994
                         President and General Merchandise
                         Manager of JW                 1989-1994

     Michael J. Fine     46   President of Edison Footwear 
                                   Group
          Since 1996
                         President of 5-7-9            1994-1997<PAGE>



     Lawrence E. Honig   50   Chairman, President and Chief
                         Executive Officer                  Since
     January 1998
                         Director                      Since September
                         1997

     Lee Johnson         40   Senior Vice President,
                           Human Resources   Since          April 1998
                                   Director of Stores,
                           JW/Coda/Oaktree                  1997-1998
                         General Sales Manager,
                           JW/Coda/Oaktree                  1991-1997

     Karl W. Michner     50   Chairman, Merchandising Committee  Since
     1998
                         President of J. Riggings      1997-1998
                         Director                      1989-1997
                         President of Edison Menswear Group 1987-1997

     John Oehler         39   President of J. Riggings           Since
     March 1998
                         General Merchandise Manager
                          of REPP Ltd.                 1996-1998

     Kimberly K.
       Richmond          43   Senior Vice President,
                           Marketing                        Since
                    March 1998

     Alan A. Sachs  51   Senior Vice President,
                          General Counsel and  Secretary    Since
                    April 1998
                         Executive Vice President, 
                              General Counsel and Secretary      1992-
     1998
                         Director                      1990-1997

     Steven R. Thomas    43   President, Edison Big & Tall       Since
     1997
                         President, REPP Ltd.               1996-1997
                         General Manager,
                           Zeidler & Zeidler           1995-1996

     Carol L. Williams 49     President of 5-7-9            Since 1997

     <fn1>
     Experience during the last five years with other companies is as
     follows:

     Timothy W. Brannon was Divisional Vice President- Assistant
     Director of Stores for Petrie Retail, Inc. from 1993 to 1997.

     John F. Burtelow was Executive Vice President and Chief Financial
     Officer of Ames Department Stores, Inc. from 1994 to 1998 and
     Senior Vice President and Chief Financial Officer of Venture
     Stores Inc. from 1989 to 1994.

     Michael J. Fine was a Buyer for the Payless Shoe division of The
     May Department Stores Company from 1992 to 1994.<PAGE>




     Lawrence E. Honig was Executive Vice President of Alliant
     Foodservice, Inc. from 1997 to January, 1998.  From 1994 to 1997
     he was President and Chief Executive Officer of Federated Systems
     Group, Inc., a subsidiary of Federated Department Stores.  Prior
     to his employment with Federated, Mr. Honig was a Vice Chairman
     and a director of The May Department Stores Company.

     John Oehler was a Merchandise Manager for Structure, a division
     of The Limited Inc., from 1992 to 1996.

     Kimberly K. Richmond was Director of Brand Management from 1995-
     1998 and Marketing Manager from 1991-1995 for Alliant
     Foodservice, Inc.

     Steven R. Thomas was a Merchandise Manager for Bachrach Menswear
     from 1992 to 1994.

     Carol L. Williams was Executive Vice President and General
     Merchandise Manager of The Limited Stores division of The Limited
     Inc. from 1993 to 1996.

     Additional required information concerning the named individuals
     is as follows:

     Messers. Eisen, Fine, Michner and Sachs were serving as executive
     officers of the Company in November, 1995 when the Company filed
     a voluntary petition for the reorganization under Chapter 11 of
     the U.S. Bankruptcy Code.

     </fn1>
     </TABLE>

     PART II

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

     Information required by Item 5 is contained in "Note13 Common
     Stock" and _Note12: Financing Arrangements_ to the Consolidated
     Financial Statements and under the caption "Quarterly
     Information" in the 1997 Annual Report.  Such information is
     incorporated herein by reference.

     Item 6.  SELECTED FINANCIAL DATA

     Information required by Item 6 is contained under the caption
     "Five Year Financial Summary" in the 1997 Annual Report.  Such
     information is incorporated herein by reference.

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

     Information required by Item 7 is presented under the captions
     "Dear Shareholders and Fellow Employees" and "Management's
     Discussion and Analysis" in the 1997 Annual Report.  Such
     information is incorporated herein by reference. 

     Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA<PAGE>




     Information required by Item 8, as listed below, is included in
     the 1997 Annual Report.  Such information is incorporated herein
     by reference.

     Consolidated Statements of Operations for the 17 weeks ended
     January 31, 1998, the 35 weeks ended October 4, 1997, and for the
     years ended February 1, 1997 and February 3, 1996.

     Consolidated Balance Sheets at January 31, 1998 and February 1,
     1997.

     Consolidated Statements of Cash Flows for the 17 weeks ended
     January 31, 1998, the 35 weeks ended October 4, 1997, and for the
     years ended February 1, 1997 and February 3, 1996.

     Consolidated Statements of Common Stockholders' Equity (Deficit)
     for the17 weeks ended January 31, 1998, the 35 weeks ended
     October 4, 1997, and for the years ended February 1, 1997 and
     February 3, 1996.

     Notes to Consolidated Financial Statements

     Quarterly Information

     Five Year Financial Summary


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

     Previously reported in Form 8-K Current Report dated January 14,
     1998.


     PART III

     Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding nominees for director as set forth under
     the caption _Election of Directors_ in the proxy statement for
     the 1998 annual stockholders' meeting is incorporated by
     reference.

     Information regarding executive officers is included as Item 4a
     hereof.

     Information regarding the filing of reports required by Section
     16(a) of the Securities Exchange Act as set forth under the
     caption  _Section 16(a) Beneficial Ownership Reporting
     Compliance_ in the proxy statement for the 1998 annual
     stockholders' meeting is incorporated by reference.

     Item 11.  EXECUTIVE COMPENSATION

     Information regarding executive compensation, except for the
     sections titled _Report on Executive Compensation_ and _Stock
     Price Performance,_ as set forth under the caption _Executive
     Compensation_ and information regarding compensation of directors<PAGE>



     under the caption _Additional Information Concerning the Board of
     Directors_ in the proxy statement for the 1998 annual
     stockholders meeting is incorporated by reference.


     Item 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
     MANAGEMENT

     Information regarding security ownership of certain beneficial
     owners and management as set forth under the
     captions _Security Ownership of Management_ and _Security
     Ownership of Certain Beneficial Owners_ in the proxy statement
     for 1998 annual stockholders meeting is incorporated by
     reference.


     Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There were no transactions or other matters to be reported under
     this item.

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

     (a) (1) and (2) The response to this portion of Item 14 is
     submitted as a separate section of this report.

     (a) (3) Listing of exhibits:

     <TABLE>
     <CAPTION>

     Exhibit No.                                                     Page No.
      <S>      <C>                                                   <C>
       
      2        Debtors' Amended Joint Plan of Reorganization under
               Chapter 11 of the Bankruptcy Code, dated June 30, 1997,
               as modified, was filed as an Exhibit to the Company's
               Quarterly Report on Form 10-Q for the quarter ended
               November 1, 1997 and is incorporated herein by
               reference.

     3.1       Amended and Restated Certificate of Incorporation of
               the Company, was filed as an Exhibit to the Company's
               Quarterly Report on Form 10-Q for the quarter ended
               November 1, 1997, and is incorporated herein by
               reference.

     3.2       Amended and Restated Bylaws of the Company were filed
               as an Exhibit to the Company's Quarterly Report on Form
               10-Q for the quarter ended November 1, 1997, and are
               incorporated herein by reference.

     4.1       Loan and Security Agreement, dated as of September 26,
               1997, by and among the Company, Edison Brothers Apparel
               Stores, Inc. and Edison Puerto Rico Stores, Inc., as
               Borrowers, the Guarantors named therein, the financial
               institutions named therein as Lenders, Congress<PAGE>



               Financial Corporation, as Agent, and The
               CITGroup/Business Credit, Inc., as Co-Agent, was filed
               as an Exhibit to the Company's Quarterly Report on Form
               10-Q for the quarter ended November 1, 1997, and is
               incorporated herein by reference.

     4.2       Amendment No. 1 to Loan and Security Agreement, dated      17
               as of April 13, 1998, by and among the Company, Edison
               Brothers Apparel Stores, Inc. and Edison Puerto Rico
               Stores, Inc., as Borrowers, the Guarantors named
               therein, the financial institutions named therein as
               Lenders, Congress Financial Corporation, as Agent, and
               The CITGroup/Business Credit, Inc., as Co-Agent.

     4.3       Indenture, dated as of September 26, 1997, between the
               Company and The Bank of New York, as Trustee, was filed
               as an Exhibit to the Company's Quarterly Report on Form
               10-Q for the quarter ended November 1, 1997 and is
               incorporated herein by reference.

     4.4       First Supplemental Trust Indenture, dated as of
               September 26, 1997, between the Company and The Bank of
               New York, as Trustee, was filed as an Exhibit to the
               Company's Quarterly Report on Form 10-Q for the quarter
               ended November 1, 1997 and is incorporated herein by
               reference.

     4.5       Funding Escrow Agreement, dated as of September 26,
               1997, among the Company, Edison Brothers Apparel
               Stores, Inc. and Mercantile Trust Company, N. A., as
               Escrow Agent, was filed as an Exhibit to the Company's
               Quarterly Report on Form 10-Q for the quarter ended
               November 1, 1997 and is incorporated herein by
               reference.

     4.6       Registration Rights Agreement, dated as of September
               26, 1997, between the Company and Swiss Bank
               Corporation was filed as an Exhibit to the Company's
               Quarterly Report on Form 10-Q for the quarter ended
               November 1, 1997 and is incorporated herein by
               reference.

     4.7       Warrant Agreement, dated as of September 26, 1997
               between the Company and ChaseMellon Shareholder
               Services, L.L.C., as Warrant Agent, was filed as an
               Exhibit to the Company's Quarterly Report on Form 10-Q
               for the quarter ended November 1, 1997 and is
               incorporated herein by reference.

     10.1      Form of Indemnification Agreement between the Company
               and each of its Directors was filed as an Exhibit to
               the Company's Quarterly Report on Form 10-Q for the
               quarter ended November 1, 1997, and is incorporated
               herein by reference.

     10.2      Edison Brothers Stores, Inc. 1997 Stock Option Plan was
               filed as an Exhibit to the Company's Quarterly Report
               on Form 10-Q for the quarter ended November 1, 1997,
               and is incorporated herein by reference.<PAGE>




     10.3      Edison Brothers Stores, Inc. 1997 Directors Stock        21
               Option Plan, as amended April 15, 1998.

     10.4      Form of Restricted Stock Agreement, entered into by the
               Company on June 4, 1997 with certain executive officers
               of the Company was filed as an Exhibit to the Company's
               Quarterly Report on Form 10-Q for the quarter ended
               November 1, 1997, and is incorporated herein by
               reference.

     10.5      Employment Termination Agreement, dated September 4,
               1997, between the Company and Alan D. Miller, former
               Chairman of the Board, President and Chief Executive
               Officer of the Company, was filed as and Exhibit to the
               Company's Quarterly Report on Form 10-Q for the quarter
               ended November 1, 1997, and is incorporated herein by
               reference.

     10.6      Form of Employment Agreements entered into by the
               Company on September 4, 1997 with certain executive
               officers of the Company, and schedule of material
               differences, were filed as Exhibits to the Company's
               Quarterly Report on Form 10-Q for the quarter ended
               November 1, 1997, and are incorporated herein by
               reference.

     10.7      Form of Employment Agreements entered into by the
               Company on September 4, 1997 with certain other
               executive officers of the Company, and schedule of
               material differences, were filed as Exhibits to the
               Company's Quarterly Report on Form 10-Q for the quarter
               ended November 1, 1997, and are incorporated herein by
               reference.                                            
                                                  
     10.8      Employment Agreement entered into by the Company on       27
               January 12, 1998 with Lawrence E. Honig, Chairman,
               President and Chief Executive Officer of the Company.

     11        Information that would be presented under _Computation
               of Per Share Earnings_ is included in the 1997 Annual
               Report and incorporated herein by reference.           


     13        1997 Annual Report to Stockholders                      42      

     21        Subsidiaries                                            82 

     27        Financial Data Schedule                                 83

               The Company filed a Form 8-K Current Report dated
               January 14, 1998, with the Commission to report a
               change in independent public accountant from Ernst &
               Young LLP to Arthur Andersen LLP.

     (b)       Exhibits begin on page 17 of this Form 10-K.

     (c)       Financial statement schedules:<PAGE>



               The response to this portion of Item 14 is submitted as
               a separate section of this report.

     </TABLE>

     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.


                            EDISON BROTHERS STORES, INC.
                                    (Registrant)

     By /s/Lawrence E. Honig 5/1/98        By /s/John F. Burtelow 5/1/98       
     Chairman, President and Chief           Executive Vice President, Chief
       Executive Officer                       Administrative Officer and
                                                  Chief Financial Officer


     By /s/Thomas K. McCain 5/1/98
       Vice President, Controller


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


                                                                     
                                                                     
                  
     By /s/Lawrence E. Honig 5/1/98     By /s/Jacob W. Doft 5/1/98 
                                 
     By /s/Jeffrey A. Cole  5/1/98      By /s/H. Michael Hecht 5/1/98       
                       
     By /s/Stephen E. Watson 5/1/98     By /s/Randolph I. Thornton,
     Jr 5/1/98




                              ANNUAL REPORT ON FORM 10-K

                         ITEM 14(a) (1) and (2) and ITEM 14(d)

                    FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
                                     SCHEDULES

                              YEAR ENDED JANUARY 31, 1998

                              EDISON BROTHERS STORES, INC.<PAGE>




                                   ST. LOUIS, MISSOURI



     FORM 10-K - ITEM 14 (a) (1) and (2) and Item 14 (d)

     EDISON BROTHERS STORES, INC. AND SUBSIDIARIES

     INDEX OF FINANCIAL STATEMENTS AND SCHEDULES


     The following consolidated financial statements of Edison
     Brothers Stores, Inc. and subsidiaries, included in the 1997
     annual report of the registrant to its stockholders, are
     incorporated by reference in Item 8:

     Consolidated Statements of Operations for the 17 weeks ended
     January 31, 1998, the 35 weeks ended October 4, 1997, and for the
     years ended February 1, 1997 and February 3, 1996.

     Consolidated Balance Sheets at January 31, 1998 and February 1,
     1997.

     Consolidated Statements of Cash Flows for the 17 weeks ended
     January 31, 1998, the 35 weeks ended October 4, 1997, and for the
     year ended February 1, 1997 and February 3, 1996.

     Consolidated Statements of Common Stockholders' Equity (Deficit)
     for the17 weeks ended January 31, 1998, the 35 weeks ended
     October 4, 1997, and for the year ended February 1, 1997 and
     February 3, 1996.

     Notes to Consolidated Financial Statements

     The following consolidated financial statement schedule of Edison
     Brothers Stores, Inc. and subsidiaries is included in item 14(d):

     Information regarding item 14(d) is presented in _Note 5: Income
     Taxes,_ to the 1997 Annual Report and is incorporated herein by
     reference.

     All other schedules for which provision is made in the applicable
     accounting regulation of the Securities and Exchange Commission
     are not required under the related instructions, or are
     inapplicable, and therefore have been omitted.

     Individual financial statements of the registrant have been
     omitted as the registrant is primarily an operating company and
     all subsidiaries included in the consolidated financial
     statements filed, in the aggregate, do not have minority equity
     interests and/or indebtedness to any person other than the
     registrant or its consolidated subsidiaries in amounts which
     together (excepting indebtedness incurred in the ordinary course
     of business which is not overdue and matures within one year from
     the date of its creation, whether or not evidenced by securities,
     and indebtedness of subsidiaries which is collateralized by the
     registrant by guarantee, pledge, assignment, or otherwise) exceed<PAGE>



     five percent of the total assets as shown by the most recent
     year-end consolidated balance sheet.