EDISON BROTHERS STORES, INC.
          1997 DIRECTORS STOCK OPTION PLAN


          1.   Purpose of the Plan

          The purpose of the Edison Brothers Stores, Inc.
     1997 Directors Stock Option Plan is to encourage qualified
     individuals to serve as directors of EBS and, by acquiring a
     financial stake in the success of the Company, to have a greater
     concern for the welfare of EBS and its stockholders.

          2.   Definitions

               A.   "Board" means the Board of Directors of EBS.

               B.   "Cause" means the willful commission by an
     optionee of a criminal or other act that causes or will probably
     cause substantial economic damage to EBS or substantial injury to
     the business reputation of EBS.  For purposes of this definition,
     no act on the optionee's part shall be considered "willful"
     unless done, or omitted to be done, by the optionee in bad faith
     and without reasonable belief that the optionee's action was in
     the best interests of EBS.

               C.   "Chapter 11 Case" means the case commenced by EBS
     on November 3, 1995 under Chapter 11 of Title 11 of the United
     States Code in the United States Bankruptcy Court in Delaware
     (Case No. 95-1354 (PJW)).

               D.   "Committee" has the meaning set forth in Section 4
     hereof.

               E.   "Common Stock" means shares of the common stock of
     EBS, par value $.01 per share, authorized and issued pursuant to
     the terms of a plan of reorganization of EBS under Chapter 11 of
     Title 11 of the United States Code as confirmed by the Bankruptcy
     Court in the Chapter 11 Case.<PAGE>



               F.   "Director" means a member of the Board who is not
     an employee of EBS or any of its Subsidiaries.

               G.   "Disability" means the inability of an optionee to
     perform the duties of a Director by reason of a medically
     determined physical or mental impairment which has existed for a
     continuous period of at least 26 weeks.

               H.   "EBS" means Edison Brothers Stores, Inc., a
     Delaware corporation.

               I.   "Effective Date" shall have the meaning ascribed
     to that term in the Debtors' Amended Joint Plan of
     Reorganization, dated May 21, 1997, as such plan may be amended
     or modified, or in such alternative plan of reorganization as is
     ultimately confirmed by the Bankruptcy Court.

               J.   "Fair Market Value," when used with reference to a
     share of Common Stock as of a particular date, means the average
     of the highest and lowest selling prices of a share of Common
     Stock as reported for that date (or, if no prices are quoted for
     that date, for the last preceding date for which such prices are
     quoted) on the New York Stock Exchange, or, if the Common Stock
     is not then listed on the New York Stock Exchange, on such other
     national securities exchange on which the Common Stock is listed
     or, if not so listed, then on the Nasdaq National Market.  If, as
     of a particular date, the Common Stock is not listed or quoted on
     any national securities exchange or on the Nasdaq National
     Market, then the Fair Market Value of a share of Common Stock as
     of such date shall be determined according to such criteria as
     the Committee in good faith shall deem appropriate.

               K.   "Plan" means the Edison Brothers Stores, Inc. 1997
     Directors Stock Option Plan.

               L.   "Subsidiary" means any corporation (other than
     EBS) in an unbroken chain of corporations beginning with EBS if,
     at the time of the granting of an option, each of the
     corporations other than the last corporation in the unbroken
     chain owns stock possessing fifty percent (50%) or more of the
     total combined voting power of all classes of stock in one of the
     other corporations in such chain.

          3.   Stock Subject to the Plan

          The total number of shares of Common Stock available for
     grants of options under the Plan shall be 200,000.  If any option
     shall expire or terminate or be canceled for any reason without
     having been exercised in full, the unpurchased shares subject
     thereto shall again be available for the purposes of the Plan. 
     The shares of Common Stock subject to issuance upon exercise of
     options under the Plan may be either authorized but unissued
     shares or shares held in the treasury of EBS.

          4.   Administration

          The Plan shall be administered by a committee appointed by
     the Board (the "Committee") consisting of two or more members of
     the Board each of whom is a "non-employee director" as such term<PAGE>



     is defined in Rule 16b-3(b)(3) under the Securities Exchange Act
     of 1934, as amended.  Except as otherwise provided in the Plan,
     the Committee shall have complete authority to interpret the
     Plan, to prescribe, amend and rescind rules and regulations
     relating to the Plan, and to make all other determinations
     necessary or desirable for the administration of the Plan.  The
     decisions of the Committee with respect to the matters set forth
     in this Section 4 shall be final and binding on all interested
     parties.

          5.   Grants of Options

               A.   Options may be granted under this Plan only to
     Directors.

               B.   Each person who is a Director at the close of
     business on the Effective Date  shall be automatically granted,
     effective on such day, and without further action by the Board or
     the Committee, an option to purchase 3,500 shares of Common Stock
     at a price per share determined as of such date pursuant to
     Section 6.

               C.   Each person who is first elected or appointed a
     Director after the Effective Date, shall be automatically
     granted, effective on the date of such election or appointment, 
     and without further action by the Board or the Committee, an
     option to purchase 3,500 shares of Common Stock at a price per
     share determined as of such date pursuant to Section 6.

               D.   Each Director who receives an option under
     Section 5B or 5C hereof and who remains a Director effective at
     the completion of an Annual Meeting of Stockholders commencing
     with the Annual Meeting of Stockholders held in the calendar year
     following the calendar year in which such Director received an
     option under Section 5B or Section 5C shall be automatically
     granted, effective on the day of completion of each such Annual
     Meeting, and without further action by the Board or the
     Committee, an option to purchase 5,000 shares of Common Stock,
     such option to be exercisable at a price per share equal to the
     Fair Market Value of a share of Common Stock as of such date. 

               E.   In the event that the number of shares available
     for grant under the Plan is insufficient to make all grants
     hereby specified on the applicable date, then all Directors who
     are entitled to a grant on such date shall share ratably in the
     number of shares then available for grant under the Plan.

          6.   Option Price

          The purchase price per share of Common Stock under each
     option issued hereunder shall be the Fair Market Value of a share
     of Common Stock at the time of the grant of the option.

          7.   Manner of Exercise and Payment

          An option shall be exercised by delivery of a written notice
     of exercise to EBS and payment of the full price of the shares
     being purchased pursuant to the option.  An optionee may exercise
     an option with respect to less than the total number of shares<PAGE>



     for which the option may then be exercised.  The price of the
     shares purchased pursuant to an option may be paid either (i) in
     cash, (ii) by the tender to EBS of shares of Common Stock owned
     by the optionee and registered in the name of the optionee having
     an aggregate Fair Market Value on the date of exercise equal to
     the price of the shares being purchased, (iii) by delivery of
     irrevocable instructions to a financial institution to deliver
     promptly to EBS sale or loan proceeds with respect to the shares
     sufficient to pay the purchase price, (iv) through the written
     election of the optionee to have shares of Common Stock withheld
     by EBS from the shares otherwise to be received, with such
     withheld shares having an aggregate Fair Market Value on the date
     of exercise equal to the price of the shares being purchased, or
     (v) by any combination of the payment methods specified in
     clauses (i) through (iv) hereof.  The proceeds received by EBS
     from the sale of Common Stock subject to an option are to be
     added to the general funds of EBS or to the Common Stock held in
     its treasury, and used for its corporate purposes as the Board
     shall determine.

          8.   Term and Exercise of Options

          Each option granted hereunder shall expire ten years from
     the date of granting thereof, subject to earlier termination as
     provided in Section 9.  Within such limit, each option shall
     become exercisable for one-third of the shares covered thereby
     after one year from the date of grant, shall become exercisable
     for an additional one-third of the shares covered thereby after
     two years from the date of grant, and shall become exercisable
     for the remaining one-third of the shares covered thereby after
     three years from the date of grant; provided, however, that no
     option shall be exercisable within the first six months after the
     date of grant (except in the event of the death of the optionee),
     and provided further that, except as permitted by paragraph 9, no
     option may be exercised at any time unless the optionee is then a
     Director and has been a Director continuously since the granting
     of the option.

          9.   Termination of Service

          If a Director's service as a Director is terminated by
     reason of (i) Disability, (ii) death, (iii) failure of the Board
     to nominate such Director for re-election other than for Cause,
     or (iv) his ineligibility for re-election pursuant to the By-laws
     of EBS, if applicable, such termination shall be considered a
     "Qualifying Termination."  In the event of a Qualifying
     Termination, the Director, his legal representative, or legatee,
     as the case may be, may exercise any option held by such
     Director, to the extent such option was exercisable as of the
     date such Director ceased to be a Director, within one year after
     his termination of service on the Board (but not after the date
     of expiration of the option).  If a Director's service is
     terminated as a result of his determination not to stand for re-
     election, such Director may exercise any option held by such
     Director, to the extent such option was exercisable as of the
     date such Director ceased to be a Director, within three months
     after the termination of his service on the Board (but not after
     the date of expiration of the option).  If a Director's service
     as a Director is terminated for any other reason, including for<PAGE>



     Cause, such termination shall be considered a "Non-Qualifying
     Termination."  In the event of a Non-Qualifying Termination, all
     outstanding unexercised options held by such Director shall
     terminate as of the date of the Non-Qualifying Termination.

          10.  Nontransferability of Options

          Each option granted under the Plan shall, by its terms, be
     nontransferable otherwise than by will or the laws of descent and
     distribution and an option may be exercised, during the lifetime
     of an optionee, only by the optionee.

          11.  Amendment and Termination of the Plan

          Subject to the provisions of Section 13E hereof, the Board
     may at any time terminate the Plan or make such modifications of
     the Plan as it shall deem advisable.

          12.  Term of the Plan

          This Plan shall take effect as of the Effective Date and
     shall terminate ten years after such date.  No option shall be
     granted hereunder after the expiration of such ten-year period. 
     Options outstanding at the termination of the Plan shall continue
     in full force and effect and shall not be affected thereby.

          13.  Miscellaneous

               A.  Service as Director.  Nothing in this Plan shall be
     construed as conferring any right upon any Director to continue
     as a member of the Board.

               B.  Rights as Stockholder.  An optionee shall have none
     of the rights of a stockholder with respect to Common Stock
     subject to an option, until such shares are issued to such
     optionee upon exercise of the option.

               C.  Investment Purpose.  Each option under the Plan
     shall be granted only on the condition that all purchases of
     stock thereunder shall be for investment purposes, and not with a
     view to resale or distribution, except that the Committee may
     make such provision in options granted under the Plan as it deems
     necessary or advisable for the release of such condition upon the
     registration with the Securities and Exchange Commission of stock
     subject to the options, or upon the happening of any other
     contingency warranting the release of such condition.

               D.  Adjustments Upon Changes in Capitalization.  In the
     event of changes in the outstanding Common Stock by reason of
     stock dividends, recapitalizations, mergers, consolidations,
     split-ups, spin-offs, combinations or exchanges of shares and the
     like, the aggregate number and class of shares as to which
     options may be granted under the Plan, and the number, class and
     price of shares subject to outstanding options, shall be
     appropriately adjusted by the Committee.

               E.  Adverse Effect on Optionee of Amendment or
     Termination of Plan.  No amendment or termination of the Plan
     may, without the written consent of an optionee to whom any<PAGE>



     option shall have been granted, adversely affect the rights of
     such optionee under such option, which rights shall include all
     rights of the optionee under the Plan as it existed as of the
     date of grant of the option.

     14.  Tax Withholding

          An optionee shall be required to pay to EBS at the time of
     exercise of an option the amount that EBS deems necessary to
     satisfy its withholding obligation with respect to federal, state
     or local income or other taxes (which for purposes of this
     paragraph 14 includes an optionee's FICA obligation) incurred by
     reason of the exercise.  Upon the exercise of an option requiring
     tax withholding, an optionee may make a written election to have
     shares of Common Stock withheld by EBS from the shares otherwise
     to be received.  The number of shares so withheld shall have an
     aggregate Fair Market Value on the date of exercise sufficient to
     satisfy the applicable withholding taxes.