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       February 1, 1997                  


/  / 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:

    Title of each class                      Name of each
exchange on which registered

Common stock par value $1 per share          New York Stock
Exchange
Common stock Purchase Rights            New York Stock Exchange

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

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 here in,
and will not be contained, to the best of registrant's'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 as of April 18, 1997:

             Common Stock, $1 par value - $10,407,083

It is assumed for purposes of this calculation that the
registrant has no "affiliates".  Information as to the share
holdings of directors of the registrant is provided in Item 12 -
Security Ownership of Certain Beneficial Owners and Management.

The number of shares outstanding of each of the registrant's
classes of common stock, as of April 18, 1997:

          Common Stock, $1 par value - 22,201,778 shares

DOCUMENTS INCORPORATED BY REFERENCE
     
     Portions of the annual report to stockholders for the fiscal
     year ended February 1, 1997 ("1996 Annual Report"), are
     incorporated by reference into Parts I and II.
     
     PART I

Item 1.  BUSINESS

General

Edison Brothers Stores, Inc. (The "Company") owns and operates chains of
specialty stores in forty-nine of the United States, Puerto Rico, the
Virgin Islands, and Canada.  The Company conducts its principal operations
through subsidiaries and divisions in two business segments: apparel and
footwear.  Both the apparel and the footwear segments feature private label
merchandise in the moderate price range.  The stores operated by the
Company are located primarily in shopping malls.  During 1996 the Company
opened 85 stores and closed 419 stores.

Proceedings under Chapter 11

On November 3, 1995 (the "Petition Date"), the Company and 65 of its
subsidiaries and affiliates (the "Debtors") filed petitions for
reorganization under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware.  The Debtors are
presently operating their respective businesses as debtors in possession. 
A statutory creditors committee has been appointed in the Chapter 11 cases. 
The U.S. Trustee appointed an equity committee in the fourth quarter of
1996.  The Chapter 11 cases of the Debtors are being jointly administered
for procedural purposes only.

The Company and Edison Brothers Apparel Stores, Inc., as debtors-in-possession, 
entered into a Loan Agreement dated effective November 9, 1995
(the "DIP Facility"), with BankAmerica Business Credit, Inc., as Agent and
Lender ("BankAmerica"), under which the Company may borrow up to $200
million to fund ongoing working capital needs.  The DIP Facility, subject
to collateral restrictions, has a sublimit of $150 million for the issuance
of letters of credit. The Company expects that the DIP Facility will
provide it with sufficient cash and liquidity to conduct its operations and
pay for merchandise shipments at normal levels through the emergence date.

At the Company's option, the Company may borrow under the DIP Facility at
the Reference Rate (as defined) plus .25% or at the Eurodollar Rate (as
defined) plus 1.5%.  The maximum borrowing, up to $200 million, is limited
to 50% of the value of eligible inventory (as defined) plus 95% of the
amount of cash deposited with the Agent.  The Company is required to pay a
commitment fee of .375% per annum of the unused portion of the DIP
Facility.  The DIP Facility contains restrictive covenants including,
limitations on store closings of 1,100 (as amended), limitations on the
incurrance of additional liens and indebtedness, limitations on capital
expenditures and the sale of assets, the maintenance of minimum operating
earnings ("EBITDA") and inventory levels, and a prohibition on paying
dividends. 

The lenders under the DIP Facility have a "super-priority" administrative
expense claim against the estate of the Company.  The DIP Facility expires
on the earlier of November 9, 1997, or the effective date of a
reorganization plan that is confirmed by the Bankruptcy Court.

On February 27, 1997, the Debtors filed a proposed Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, which was amended
by a subsequent filing on March 31, 1997 (the plan as amended, the "Plan").
On March 31, 1997, the Debtors also filed a Disclosure Statement pursuant
to Section 1125 of the Bankruptcy Code. The court has set a hearing date of
May 13, 1997, for consideration of the adequacy of the Debtors' Disclosure
Statement. If the Disclosure Statement is approved by the Court, the
Company will then solicit acceptances of the Plan from those holders of
claims and equity interests entitled to vote thereon under the terms of the
Plan. A confirmation hearing will thereafter be held by the Bankruptcy
Court to determine whether the Plan satisfies all of the requirements for
confirmation specified in Section 1129 of the Bankruptcy Code, among which
are that the Plan be: (i) accepted by all impaired classes of claims and
equity interests or, if rejected by an impaired class, that the Plan "does
not discriminate unfairly" and is "fair and equitable" as to such class;
(ii) feasible; and (iii) in the "best interests of creditors and
stockholders that are impaired under the Plan."

The Plan and Disclosure Statement may be subject to further amendment and
revisions.  As currently drafted, the Plan provides for a distribution to
creditors of a combination of cash, new corporate debt, new Company common
stock and other assets. General unsecured creditors would receive: (i) a
cash payment of $119 million (subject to certain adjustments); (ii) ten
year, 11% unsecured notes in the principal amount of $100 million (with the
first three years of interest prefunded and no scheduled principal payments
until maturity in 2007); (iii) new common stock of the Company, which would
be issued at the time of emergence and replace all existing shares; (iv)
title to the Company's headquarters building in downtown St. Louis, which
the Company would continue to occupy under the terms of a ten year lease;
and (v) excess cash of approximately $43 million from the Company's
overfunded pension plan. Holders of existing equity interests in the
Company would receive a combination of three and six year warrants to
purchase a total of approximately nine percent of the new common stock.

The Plan will not become effective unless and until certain conditions
specified therein have been satisfied or waived. Among these conditions are
that: (i) an order confirming the Plan, in form and substance reasonably
acceptable to the debtors and the statutory Creditors Committee, shall have
been signed by the Bankruptcy Court and there shall not be a stay or
injunction in effect with respect thereto; (ii) the Debtors shall have at
least $25 million in cash as of July 5, 1997, after giving effect to the
distributions of cash projected to be made under the Plan; (iii) the
Debtors shall have credit availability under a working capital credit
facility providing the Debtors with working capital sufficient to meet
their requirements; and (iv) various other actions, documents and
agreements necessary to implement the Plan shall have been effected or
executed. 

The Company anticipates using fresh start accounting once the Plan is
consummated. 

Description of Business

Apparel Segment

Edison Brothers' menswear chains and other operations include J. Riggings,
JW/Jeans West, Oaktree, CODA, REPP Ltd. Big & Tall, and Phoenix catalog
operations. The womenswear chain is 5-7-9 Shops.  Shifty's and Terrasystems
are experimental concepts that provide apparel for both men and women.

J. Riggings offers modern, traditional work and sport clothing to fashion
oriented customers seeking current quality apparel at moderate prices.  In
1996, J. Riggings had an average store square footage of 2,660.  J.
Riggings operated 333 and 419 stores at the end of fiscal 1996 and 1995,
respectively.

JW/Jeans West (JW) markets casual fashions, predominantly denim clothing
and accessories, to value conscious young men between the ages of 13 and
20.  In 1996, JW had an average store square footage of 1,690.  JW operated
341 and 359 stores at the end of fiscal 1996 and 1995, respectively.

Oaktree offers a mix of dress and casual clothing for men ages 19 to 28 who
appreciate and are looking for European influenced fashions, sophisticated
fabrics and styles. In 1996, Oaktree had an average store square footage of
2,386.  Oaktree operated 76 and 84 stores at the end of fiscal 1996 and
1995, respectively.

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
1996, CODA had an average store square footage of 2,968.   CODA operated 33
and 35 stores at the end of fiscal 1996 and 1995, 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 1996, REPP had an average store square footage of 3,930. 
REPP operated 189 and 214 stores at the end of fiscal 1996 and 1995,
respectively.

Phoenix Big & Tall 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 offered by a
catalog operation. 

5-7-9 shops 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 1996, 5-7-9 had an average
store square footage of 1,801.  5-7-9 operated 274 and 283 stores at the
end of fiscal 1996 and 1995, respectively.

Terrasystems is a concept positioned as a modern, fashionable outfitter
targeting active outdoor men and women with functional apparel and gear for
sport, work, outdoors and home.  In 1996, Terrasystems had an average store
square footage of 5,924.  Terrasystems operated three stores at the end of
fiscal 1996.  The Company announced in April 1997 that the Terrasystems
concept will be phased out during 1997.

Shifty's caters to both male and female teenagers who want to set trends
with fashionable and branded clothing.  In 1996, Shifty's had an average
store square footage of 2,506. Shifty's operated four stores at the end of
fiscal 1996 and one store at the end of fiscal 1995.

The Zeidler & Zeidler group discontinued operations in fiscal year 1996. 
This chain operated 102 stores at the end of 1995.

Footwear Segment

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

Bakers/Leeds targets young women, predominantly ages 12 to 24, who want
fashionable footwear and accessories at affordable prices -- prices between
the discounters and the department stores.  In 1996, Bakers/Leeds had an
average store square footage of 2,714.  Bakers/Leeds operated 309 and 347
stores at the end of fiscal 1996 and 1995, respectively.

Precis targets contemporary women looking for stylish, quality, upscale
footwear and accessories.  In 1996, Precis had an average store square
footage of 1,904.  Precis operated 17 and 39 stores at the end of fiscal
1996 and 1995, respectively.

Wild Pair targets young men and women who are looking for alternative
fashion in footwear. Brand awareness is important to Wild Pair's core
customer, especially among the male customer group.  In 1996, Wild Pair had
an average store square footage of 1,743.  Wild Pair operated 164 and 194
stores at the end of fiscal 1996 and 1995, respectively.

Entertainment     

The Company's mall entertainment division included family entertainment
centers and operations involved with the marketing of new interactive
entertainment technologies.  In January 1996 the Company sold substantially
all of the assets of its mall entertainment division to NAMCO
Cybertainment. 

The Company operated 21 entertainment centers at the end of 1995.  At the
end of 1996, the Company operated two entertainment centers, which it
intends to close by September, 1997.

Additional information regarding the Company's principal business segments
is set forth under "Note 13:  Business Segments" to the Consolidated
Financial Statements in the 1996 Annual Report.  Such information is
incorporated herein by reference.

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 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 controllers 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 main 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

The 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

During fiscal 1996, the Company employed an average of 17,700 persons with
approximately 16,000 of them engaged in retail operations at the store
level (approximately 31% full-time and 69% part-time).  A substantial
number of the part-time 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 during 1996 compared with
16.5% in 1995.  The decrease between years occurred reflected the fact that
the 1996 Christmas selling season had five fewer shopping days than the
1995 season.  The Company's inventory is generally increased significantly
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

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 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-owned headquarters building in St. Louis, Missouri, was
completed in 1985 and is the home office for all divisions.  The building
contains approximately 500,000 square feet, a portion of which the Company
leases to others.  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

The Company and 65 of its subsidiaries and affiliates filed petitions for
reorganization under Chapter 11 of the United States Bankruptcy Code on
November 3, 1995.  Additional information related to the filing is set
forth under Part 1, Item 1 of this Form 10-K and under the captions "To Our
Shareholders", "Note 1: Proceedings under Chapter 11"  to the Consolidated
Financial Statements, and "Management's Discussion and Analysis" in the
1996 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.


PART II

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

Information required by Item 5 is contained in "Note 11: Common Stock" and
"Note 7: Financing Arrangements" to the Consolidated Financial Statements
and under the caption "Quarterly Information" in the 1996 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 1996 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 "To Our
Shareholders" and "Management's Discussion and Analysis" in the 1996 Annual
Report.  Such information is incorporated herein by reference.  

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by Item 8, as listed below, is included in the 1996
Annual Report.  Such information is incorporated herein by reference.

Consolidated Statements of Operations - fiscal years 1996, 1995, and 1994 

Consolidated Balance Sheets - 1996 and 1995 fiscal year-ends 

Consolidated Statements of Cash Flows - fiscal years 1996, 1995, and 1994

Consolidated Statements of Common Stockholders' Equity (Deficit) - fiscal
years 1996, 1995, and 1994 

Notes to Consolidated Financial Statements 

Five Year Financial Summary

Quarterly Information

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

None.

PART III

<TABLE>
Item 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

<CAPTION>
                               Position in the Company         

Name                   Age   Title                     Term

<S>                    <C>   <C>                       <C>
Bart A. Brown, Jr.     65    Director                  Since 1996

David B. Cooper, Jr.   41    Director                  Since 1995
                             Executive Vice President
                             and Chief Financial 
                             Officer                   Since 1994

Julian I. Edison       67    Director                  Since 1965

Paul D. Eisen          42    President of JW/Jeans 
                             West                      Since 1995
                             President of Oaktree      Since 1994
                             President and General 
                             Merchandise Manager of
                             Jeans West                 1989-1994

Jane Evans             52    Director                  Since 1990

Michael J. Fine        45    President of Edison 
                             Footwear and Womenswear 
                             Group                     Since 1996
                             President of 5-7-9 Shops  Since 1994

Eric A. Freesmeier     44    Executive Vice President-
                             Human Resources           Since 1992
                             Vice President-Human 
                             Resources                 1986-1992

Richard C. Marcus      58    Director                  Since 1996

Karl W. Michner        49    Senior Executive Vice 
                             President                 Since 1995
                             Director                  Since 1989
                             President of Edison 
                             Menswear Group            Since 1987

Alan D. Miller         44    Chairman of the Board,
                             President and Chief 
                             Executive Officer         Since 1995
                             Director                  Since 1992
                             President of Edison
                             Footwear Group             1993-1995
                             President of Bakers/Leeds/
                             Precis                     1991-1993
                             President of 5-7-9 Shops   1987-1991

Alan A. Sachs          50    Executive Vice President 
                             and General Counsel       Since 1992
                             Director                  Since 1990
                             Secretary                 Since 1987
                             Vice President and General
                             Counsel                   1990-1992
                             Vice President - Law      1985-1990

Craig D. Schnuck       49    Director                  Since 1990

Steven R. Thomas       42    President, Edison Big & 
                             Tall                      Since 1997
                             President, REPP Ltd.      1996-1997
                             General Manager, Zeidler 
                             & Zeidler                 1995-1996

<fn1>
Other business experience of the named individuals during the past five
years is as follows:

Bart A. Brown, Jr. is President and Chief Executive Officer of Main
Street and Main, Incorporated, a franchisee and operator of 46 T.G.I.
Fridays Restaurants.  From May 1996 to December 1996, he was a consultant
to Investcorp International, Inc., an international investment banking
firm.  From August 1995 to April 1996, he was Chairman of the Board and
Chief Executive Officer of Color Tile, Inc., a retailer of specialty
flooring and wall covering.  From June 1994 to September 1996, he was
Chairman of the Board of Spreckels Industries, Inc., a manufacturing and
processing company, serving as its Chief Executive Officer from June 1994
to May 1995.  From June 1990 to August 1995, Mr. Brown was Chairman of the
Board of The Circle K Corporation, an operator and licensor of convenience
stores, serving also as its Chief Executive Officer from June 1991 through
July 1993. He was senior partner of the law firm of Keating, Muething and
Kiekamp, Cincinnati, Ohio, from 1987 to 1990. Mr. Brown is a director of
FirstCity Financial Corp and Factory Card Outlet, Inc.

David B. Cooper, Jr. was Executive Vice President and Chief Financial
Officer of Del Monte Fresh Produce Company from 1993 to April 1994.  He was
Vice President and Treasurer of Dole Food Company, Inc. from 1987 to 1993.

Jane Evans is President and Chief Operating Officer of Smart TV.  From
March 1991 to March 1995, she was Vice President and General Manager, Home
and Personal Services, of U.S. West Communications, Inc. From 1989 through
March, 1991, she served as President and Chief Executive Officer of
InterPacific Retail Group.  From 1987 to 1989, she was a General Partner of
Montgomery Securities. Ms. Evans is a director of Philip Morris
Companies, Inc., Georgia-Pacific Corporation, Kaufman and Broad Home
Corporation, and Banc One-Arizona, N.A.

Michael J. Fine was a Buyer for the Payless Shoe division of The May
Department Stores Company from 1992 to 1994 and President of John Douglas
from 1989 to 1992.

Richard C. Marcus is a principal of InterSolve Group, a management services
firm he co-founded in 1991.  He has been a director since September 1994 of
the Plaid Clothing Group, a manufacturer of men's tailored clothing, and
from December 1994 through December 1995 served as Plaid Clothing Group's
Chief Executive Officer. From 1979 to 1988, he was Chairman and Chief
Executive Officer of Nieman Marcus. In addition to Plaid Clothing Group, he
is a director of Zale Corporation and XcelleNet, Inc.

Craig D. Schnuck is Chairman of the Board and Chief Executive Officer of
Schnuck Markets, which operates 94 supermarkets in the Midwest.  He is a
director of Mercantile Bancorporation Inc. and General American Life
Insurance Company.

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

Additional required information concerning the named individuals is as
follows:

Messrs. Cooper, Michner, Miller and Sachs were serving as executive
officers of the Company in November 1995 when the Company filed a voluntary
petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. 
Mr. Brown was Chief Executive Officer of Color Tile, Inc. in January 1996
when Color Tile filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  Mr. Marcus was Chief Executive Officer of Plaid Clothing
Group in July 1995 when Plaid Clothing Group filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the officers
and directors of the Company and any persons owning more than ten percent
of the Company's common stock to report their ownership of the Company's
common stock to the Securities and Exchange Commission and the New York
Stock Exchange.  Based on its review of the reports filed by such persons,
and on written representations by certain of such persons that no reports
on Form 5 were required to be filed by them, the Company believes that all
Section 16(a) reporting requirements for its 1996 fiscal year were complied
with by its officers, directors and greater than ten percent shareholders,
except that one report on Form 4, covering one transaction, was filed late
by Peter A. Edison, who during the 1996 fiscal year was an officer and
director of the Company.
</fn1>
</TABLE>

Item 11.     EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to each of the five
most highly compensated executive officers of the Company (the "named
executive officers") for services rendered to the Company and its
subsidiaries for the last three fiscal years.

<TABLE>

                         SUMMARY COMPENSATION TABLE

Annual Compensation      

<CAPTION>
                                               Other
Name and                                       Annual   Restricted
Principal         Fiscal           Compen-     Stock
Position          Year   Salary(1)   Bonus(2)  sation   Award(s)       

<S>               <C>    <C>         <C>       <C>      <C>
Alan D. Miller    1996   $ 450,000   $300,000     -     $  -
 Chairman,        1995     433,333        -       -      637,500(5)
 President and    1994     339,167        -       -        -
 Chief Executive
 Officer

Karl W. Michner   1996      350,000  282,333     -          -
 Senior Executive 1995      347,167    -         -          -
 Vice President   1994      333,000    -         -          -
 and President of 
 the Corporation's
 Menswear Group

David B. Cooper,Jr.1996     320,000    213,333   -           -
 Executive Vice   1995      316,666     -        -           -
 President and    1994       81,818(6)  -        -           -    
 Chief Financial
 Officer

Alan A. Sachs     1996      285,000    190,000   -           -
 Executive Vice   1995      282,333      -        -          -
 President,       1994      269,000      -        -          -
 General Counsel 
 and Secretary

Michael J. Fine   1996      260,606    192,993    -          -
 President of     1995      200,000               -       
 Edison Footwear  1994       45,455(7)            -         
 and Womenswear   
 Group

</TABLE>

<TABLE>


Long Term Compensation    

<CAPTION>
                                     Stock      Long
                                     Options    Term
                                     Granted    Incentive
                         Fiscal      (Number of Plan      All Other
                         Year        Shares)(3) Payouts   Compensation(4)
<S>                      <C>         <C>        <C>       <C>
Alan Miller              1996             -         -     $  600 
                         1995        45,000      -           529
                         1994        11,000      -           829    

Karl Michner             1996            -          -        600
                         1995         23,500        -        517
                         1994         11,000      -          899

David Cooper             1996              -        -         -         
                         1995          20,000       -         -
                         1994          10,000       -     50,000

Alan A. Sachs            1996             -        -         600
                         1995          16,500      -         533
                         1994           7,000      -         795

Michael J. Fine          1996              -        -          -
                         1995           13,000      -          -
                         1994            6,000      -      57,108

<fn2>

(1)  Includes all amounts contributed by the named individuals to the
     Edison Brothers Stores Savings Plan.  The Savings Plan is available to
     all employees of the Company who have attained the age of 21 and
     completed one year of service.  An employee may elect to contribute,
     through payroll deduction, up to 15% of his or her annual cash
     compensation (subject to certain limitations imposed by the Internal
     Revenue Code).  Income tax is deferred on all amounts contributed by
     the employee pursuant to Section 401(k) of the Internal Revenue Code. 
     The Company contributes, on a matching basis, between 10% and 50% of
     the first 6% of compensation contributed by the employee.  The amount
     of the Company's matching contribution is determined each year based
     upon the return on stockholders' equity achieved by the Company in the
     prior year.

(2)  The amounts shown for 1996 were comprised of two elements: 
     (a) "retention" bonuses paid in September 1996 in accordance with the
     terms of the respective Amended and Restated Employment Agreements
     between the Company and each of its executive officers, and(b) bonuses
     paid in April 1997 in respect of fiscal 1996 performance pursuant to
     the Company's 1996 Executive Performance Incentive Compensation Plan.  
     (The Company's executive performance bonus program provides for annual
     bonuses contingent on the attainment of certain financial goals
     approved by the Special Compensation Subcommittee of the Company's
     Board of Directors.)

(3)  The number of shares, along with the exercise price, of each option
     was subsequently adjusted, pursuant to the terms of the Company's 1992
     Stock Option Plan, to reflect the June 1995 spin off by the Company of
     its stock in Dave & Buster's, Inc.  As a result of such adjustment
     which was calculated so that each option would have the same intrinsic
     value, based on its relationship to the market price of the Company's
     common stock, immediately after the spin-off as it had immediately
     before--the number of shares subject to each option was increased by
     33.1% and the exercise price was reduced by 24.9%.

(4)  Except as indicated in the next sentence, the amounts shown were the
     amounts contributed by the Company to the Edison Brothers Stores
     Savings Plan for the accounts of these named individuals during such
     fiscal year.  (See Note 1 above.)  The amounts shown for
     Messrs. Cooper and Fine for 1994 were lump sum hiring bonuses paid
     upon their commencement of employment with the Company.

(5)  Reflects the grant on May 11, 1995, of 50,000 shares of common stock
     of the Corporation, with the aggregate value based on the closing
     price of the Corporation's common stock on the date of grant.  As of
     the end of the 1996 fiscal year, Mr. Miller held a total of 40,000
     restricted shares of common stock of the Company, having an aggregate
     value of $75,000 based on the closing price of the Company's common
     stock as of the end of such fiscal year.  These shares are to vest in
     10,000 share increments on May 20, 1997, May 27, 1998, June 3, 1999
     and June 12, 2000, subject to certain forfeiture and acceleration
     provisions.  (If the Company's proposed Amended Joint Plan of
     Reorganization is confirmed and implemented, however, all of these
     shares will be canceled.  See Item 1, "Proceedings under Chapter 11" 
     at pages 3-4 above.)  Dividends (if any) are paid on these restricted
     shares at the same time and at the same rate as dividends are paid to
     stockholders generally.

(6)  Commenced employment with the Company on October 24, 1994.

(7)  Commenced employment with the Company on November 9, 1994.

</fn2>
</TABLE>


Stock Options

The following table provides information with respect to stock option
exercises during the 1996 fiscal year by the named executive officers and
the value of such officers' unexercised options as of the end of the fiscal
year.


<TABLE>
                                                                         
             Aggregated Option/SAR Exercises in Last Fiscal Year
                    and Fiscal Year-End Option/SAR Values

<CAPTION>                                                                     
                         Shares Acquired
Name                     on Exercise (#)        Value Realized($)

<S>                      <C>                    <C>   
Alan D. Miller                -                      -

Karl W. Michner               -                      -         
David B. Cooper, Jr.          -                      -          
Alan A. Sachs                 -                      -

Michael J. Fine               -                      -         

</TABLE>

<TABLE>

<CAPTION>
                     Number of Securities      Value of Unexercised
                     Underlying Unexercised    In the Money
                     Options/SARs at Fiscal    Options/SARs at Fiscal
                     Year end (#) (1)          Year End ($) (2)

Name                 Exercisable Unexercisable  Exercisable  Unexercisable

<S>                      <C>         <C>             <C>           <C>
Alan D. Miller           22,295      52,247          $0            $0
Karl W. Michner          15,140      30,783           0             0
David B. Cooper, Jr.     16,638      23,295           0             0
Alan A. Sachs            10,148      21,133           0             0
Micheal J. Fine          10,316      14,975           0             0        


<fn3>
(1)  The number of shares is as adjusted to reflect the June 1995 spin-off
     by the Company of its stock in Dave & Buster's, Inc.  (See Note 3 on
     page 13.)

(2)  Aggregate value based on the average of the high and low selling
     prices of the Company's common stock on the last trading day of the
     fiscal year less the exercise price.

</fn3>
</TABLE>


Employment Contracts and Termination of Employment and
     Change-in-Control Arrangements

In June 1996, in order to assure the Company of the continued availability
of the services of its key executives, the Company entered into employment
agreements with certain of its officers, including each of the named
executive officers (superseding employment agreements previously entered
into with the named executive officers in September 1995).  The agreements
between the Company and the named executive officers provide for terms of
employment ending either on September 17, 1997 or September 17, 1998.  In
addition to salary and benefits, the agreements each provide for two lump
sum cash bonuses, each equal to two times the executive's monthly base
salary, the first payable on September 17, 1996 and the second on
September 17, 1997 (subject, in each case, to acceleration in the event of
a change in control as defined in the agreements).  These "retention"
bonuses, intended as incentives for the executive to remain with the
Company, are payable only if the executive is still in the Company's employ
on the payment date (subject to the executive's right to receive a prorata
portion of the second bonus if terminated without cause less than six
months before the payment date).  If there occurs a "change in control" of
the Company, as defined in the agreements, the employment term is extended
for a period ending either two years, in the case of Alan Miller, or
eighteen months, in the case of the other named executive officers, after
the date of occurrence of the change in control.  If, within the term of
the agreement, the executive's employment is terminated by the Company
other than for cause or is terminated by the executive for "good reason"
(which, prior to a change in control, would be limited to a reduction in
salary, and following a change in control would include a reduction in
salary, material change in benefits, diminution in duties or mandatory
geographic transfer), the executive will be entitled to a lump sum payment
equal to (i) the executive's monthly salary at the highest rate in effect
at any time between September 18, 1995 and the date of termination of
employment, multiplied by (ii) the greater of (a) twelve or (b) the number
of months remaining under the agreement.  Further, in the event of
termination without cause or for "good reason," the Company is to maintain
for the executive's continued benefit for the longer of the unexpired term
of the agreement or twelve months from the date of termination (or until
the executive's similar coverage by a new employer, if earlier) all life
insurance, health and disability plans in which the executive was entitled
to participate immediately prior to the termination of the executive's
employment (or, alternatively, provide benefits substantially similar to
those which the executive would otherwise have been entitled to receive
under such plans).  In addition, the Company is to pay to the executive (or
the executive's beneficiary upon his death) an amount equal to the benefits
the executive would have been entitled to receive under the Edison Brothers
Stores Pension Plan and any supplemental or successor plans then in effect
had the executive remained employed by the Company through the term of the
agreement less the benefits actually payable to the executive under such
plans, such amount to be determined, and payment thereof to commence, in
accordance with the provisions of such plans.  If a change in control
occurs after the term of the agreement but at a time when the executive is
still employed by the Company, and the executive's employment is then
terminated by the Company without cause or by the executive for "good
reason" within two years, in the case of Alan Miller, or eighteen months,
in the case of the other named executive officers, after the occurrence of
such change in control, the executive will also be entitled to the payments
and benefits described above.  The agreement further provides that if any
payments or benefits payable by the Company to the executive pursuant to
the agreement or any other agreement or arrangement of the Company are
determined to be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code or any successor or comparable tax, the Company will
pay the executive an additional amount so that the net amount actually
retained by the executive after payment of the excise tax is the same
amount which would have been retained if no such excise tax had been
imposed.  Legal fees or other expenses incurred by the executive to enforce
his or her rights under the agreement are to be reimbursed by the Company
if the executive prevails on such claim.

Retirement Plans

The Company maintains a Pension Plan for itself and certain of its
subsidiaries under which participation begins when a regular employee has
attained the age of 21 and completed one year of service.  Vesting of
rights to a pension occurs upon the completion of five years of service. 

Retirement benefits are based on a participant's average annual
compensation during the highest five consecutive calendar years of
compensation within the last fifteen years of credited service prior to
retirement.  Compensation includes all salary, bonuses and commissions, but
does not include distributions under any stock option plan.  For years
after 1993, compensation and average compensation for determining
retirement benefits is limited to $150,000, subject to annual adjustments
for changes in the cost of living. 

Retirement benefits at age 65 are equal to 0.9% of such average annual
compensation, plus 0.6% of such average annual compensation in excess of a
breakpoint, all multiplied by years of credited service (not exceeding 30). 
The breakpoint, which is specified by law, is an amount equal to the
average of the maximum wages subject to Social Security taxes during the
35-year period ending in the year prior to a participant's Social Security
retirement date.  If retirement occurs prior to age 65, benefits may be
reduced to reflect the earlier payment date.  Benefits may also be reduced
if survivor benefits are to be paid to an eligible spouse, based on age
differentials.

For some individuals, the amounts payable under the Pension Plan are
limited by certain provisions of the Internal Revenue Code.  The Company
has adopted an unfunded excess benefits plan ("Pension Restoration Plan")
to pay out of its general assets to designated employees that portion of
the benefits that would otherwise be payable to them under the Pension Plan
were it not for such limitations.

For eligible employees reaching the age of 65 during 1996 and retiring
during that year, the following are the approximate total annual retirement
benefits payable under the Pension Plan and the Pension Restoration Plan
based on their average annual compensation as outlined above and their
years of service:  

<TABLE>

                            PENSION PLAN TABLE
<CAPTION>
                           Years of Service                            
Remuneration    15      20        25     30          35
<S>        <C>      <C>       <C>       <C>      <C>
$ 50,000   $  8,768 $ 11,691  $ 14,614  $17,536  $  17,536
$100,000     20,018   26,691    33,364   40,036     40,036
$300,000     65,018   86,691   108,364  130,036    130,036
$500,000    110,018  146,691   183,364  220,036    220,036
$700,000    155,018  206,691   258,364  310,036    310,036
$900,000    200,018  266,691   333,364  400,036    400,036

<fn4>

The preceding table is based on the assumption that the employee was
subject to the maximum aggregate social security tax during each year of
his employment.  The benefits shown are in the form of a single life
annuity to the participant.

As of February 1, 1997, the years of credited service under the Pension
Plan for each of the named executive officers were as follows:  Alan D.
Miller, 18; Karl W. Michner, 23; David B. Cooper, Jr., 1; Alan A. Sachs,
10; and Michael J. Fine, 1.

On February 24, 1997, the Company's Board of Directors voted to terminate
the Pension Plan, effective May 31, 1997.  It is anticipated that the
Company will establish a replacement plan, the details of which have not
yet been determined.
</fn4>
</TABLE>

Compensation of Directors

Directors who are employees of the Company receive no additional
compensation for their attendance at meetings of the Board or any of its
committees of which they are members.  Directors who are not employees of
the Corporation receive an annual retainer of $17,500, and $1,200 for
participation in each Board meeting and $1,000 for participation in each
committee meeting.  When participation in a Board or committee meeting is
by telephone, the fee paid is one-half of the amount reported above.

The Company has a non-qualified retirement plan for outside directors. 
Under this plan, outside directors (other than those who were employees of
the Company and are eligible for benefits under the Company's pension plan)
who attain age 70 and have at least five years of continuous Board service
are entitled upon retirement from the Board to an annual benefit equal to
the annual retainer being paid at that time to the Company's directors.

Compensation Committee Interlocks and Insider Participation

Julian I. Edison, who, during the last fiscal year, was a member of the
Compensation Committee, is a former officer of the Company.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth the number and percentage of outstanding
shares of the Company's common stock beneficially owned as of March 1, 1997
by each person known by management to be the beneficial owner of more than
5% of the outstanding common stock (except for one individual who is a
director of the Company, as to whom such information is set forth below).

<TABLE>

<CAPTION>

Name and Address         Amount and Nature           Percent
of Beneficial Owner      of Beneficial Ownership     of Class (1)

<S>                      <C>                         <C>
Bernard Edison           1,160,359                   5.2%
501 North Broadway
St. Louis, MO  63102

<fn5>

(1)  Such percentage is calculated based on the number of shares deemed
     outstanding under applicable Securities and Exchange Commission rules
     as of March 1, 1997.

</fn5>
</TABLE>

Security Ownership of Management

The following table sets forth the number and percentage of outstanding
shares of the Company's common stock beneficially owned as of March 1, 1997
by (i) each director, (ii) each person named in the Summary Compensation
Table on page 14, and (iii) all directors and executive officers of the
Company as a group.
  
<TABLE>
<CAPTION>
                    Amount and Nature
Name of             of Beneficial       Percent
Beneficial Owner    Ownership (1)(2)    of Class (3)

<S>                   <C>               <C>
Bart A. Brown, Jr.              --        --

David B. Cooper, Jr.         23,293       --

Julian I. Edison            817,238       3.6%

Jane Evans                      100       --

Michael J. Fine              14,642       --

Richard C. Marcus                --       --

Karl W. Michner               48,249      --

Alan D. Miller                102,829 (4) --

Alan A. Sachs                  32,684     --

Craig D. Schnuck                1,000     --

All directors and
executive officers
as a group                  1,076,935     4.8%


<fn6>

(1)  Includes shares which were not owned by the named individual or group
     member as of March 1, 1997, but which such individual or group member
     could acquire on or before April 30, 1997 under options granted
     pursuant to the Company's 1992 Stock Option Plan, as follows: 
     David B. Cooper, Jr., 23,293 shares; Michael J. Fine, 14,642 shares;
     Karl W. Michner, 26,621 shares; Alan D. Miller, 40,931 shares; Alan A.
     Sachs, 17,969 shares; and all directors and executive officers as a
     group, 154,170 shares.

(2)  Includes shares allocated to the account of the named individual or
     group member under the Edison Brothers Stores Savings Plan, as
     follows:  Karl W. Michner, 786 shares; Alan D. Miller, 782 shares;
     Alan A. Sachs, 755 shares; and all directors and executive officers as
     a group, 3,667 shares.

(3)  Percentages are calculated based on the number of shares deemed
     outstanding under applicable Securities and Exchange Commission rules
     as of March 1, 1997.  Only percentages of beneficial ownership of 1%
     or more are shown.

(4)  Includes 50,000 shares of restricted stock granted in 1995.

</fn6>
</TABLE>

Changes in Control

On March 31, 1997, the Company filed with the U.S. Bankruptcy Court a
proposed Amended Joint Plan of Reorganization (the "Plan").  If confirmed
by the Court, upon consummation of the Plan, all existing common stock of
the Company will be canceled and all of the new common stock of the
reorganized company (except for approximately 200,000 restricted shares to
be issued to certain of the Company's senior executives) will be issued to
the holders of allowed general unsecured claims.

The Plan also provides that, upon consummation, the Board of Directors of
the Company will be reconstituted to consist of nine individuals, two of
whom will be representatives of the Company's senior management, one of
whom will be a current outside director of the Company, and six of whom
will be selected by the statutory Creditors' Committee.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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> 
 2     Debtors' Amended Joint Plan of Reorganization Under 
       Chapter 11 of the Bankruptcy Code, dated March 31, 1997.    

 3(a)  Bylaws of the Company, as amended April 23, 1996, were 
       filed as an Exhibit to the Company's annual report on Form 
       10-K for the year ended February 3,1996, and are incorporated 
       herein by reference.               

  (b)  The Company's Certificate of Incorporation, as amended
       September 8, 1995. was filed as an Exhibit to the
       Company's quarterly report on Form 10-Q for  the quarter
       ended July 29, 1995, and is incorporated herein by
       reference. 

 4(a)  Rights Agreement, dated as of January 26, 1988, and
       amendments thereto dated November 30, 1989 and September
       29, 1992, between Edison Brothers Stores, Inc. and Mellon
       Securities Trust Company, as Rights Agent, were 
       filed  as Exhibits  to the Company's current reports on
       Form 8-K dated February 17, 1988, December 11, 1989, and
       October 28, 1992, respectively, and are incorporated
       herein by reference.

 4(b)  Note Agreements and Senior Notes, dated March 1, 1993,
       between Edison Brothers Stores, Inc. and a number of
       institutional lenders relating to $150 million of
       unsecured debt were filed as an Exhibit to the Company's
       annual report on Form 10-K for the year ended January 30,
       1993, and are incorporated herein by reference.

 4(c)  Amendment Agreements, dated as of January 15, 1994,  and
       February 1, 1994, amending the Note Agreements dated
       March 1, 1993 between Edison Brothers Stores, Inc. and a
       number of institutional lenders relating to $150 million
       of unsecured debt were filed as Exhibits to the Company's
       annual report on Form 10-K for the year ended January 29,
       1994, and are incorporated herein by reference.
                                                                
 4(d)  Amendment Agreement, dated as of April 1, 1995, amending the Note
       Agreements dated March 1, 1993, as amended January 15, 1994 and
       February 1, 1994,between Edison Brothers Stores, Inc. and a
       number of institutional lendersrelating to $150 million of
       unsecured debt was filed as an Exhibit to the Company's Annual
       Report on Form 10-K for the year ended February 3, 1996,
       and is incorporated herein by reference.

  4(e) Noteholder Forbearance Agreement, dated as of September 22, 1995,
       between Edison Brothers Stores, Inc. and a number of
       institutional lenders relating to $150 million of unsecured debt
       was filed as an Exhibit to the Company's Annual Report on Form
       10-K for the year ended February 3, 1996, and is
       incorporated herein by reference.

4(f)   Credit Agreement, dated as of June 4, 1993, between Edison
       Brothers Stores, Inc. and a number of financial institutions
       relating to a $150 million revolving credit facility was filed as
       an Exhibit to the Company's Annual Report on Form 10-K for the
       year ended February 3, 1996, and is incorporated herein 
       by reference.

4(g)   Amendment Agreements, dated as of January 24, 1994, February 17,
       1994, and March 29, 1995, amending the Credit Agreement dated
       June 4, 1993, between Edison Brothers Stores, Inc. and a number
       of financial institutions relating to a $150 million revolving
       credit facility were filed as Exhibits to the Company's
       Annual Report on Form 10-K for the year ended February 3, 1996, 
       and are incorporated herein by reference.

4(h)   Override Agreement, dated as of September 22, 1995, between
       Edison Brothers Stores, Inc. and a number of financial
       institutions relating to a $150 million revolving credit facility
       were filed as Exhibits to the Company's Annual Report on Form 10-K
       for the year ended February 3, 1996, and are incorporated 
       herein by reference.

4(i)   Loan Agreement, dated as of November 9, 1995, between Edison
       Brothers Stores, Inc. and Edison Brothers Apparel Stores, Inc.,
       Debtors-in-Possession, and BankAmerica Business Credit, Inc., as
       Agent, and the financial institutions named therein as Lenders,
       for a revolving line of credit for loans and letters of credit of
       up to $200 million in the aggregate, was filed as an Exhibit to
       the Company's quarterly report on Form 10-Q for the quarter ended
       October 28, 1995,and is incorporated herein by reference.

4(j)   Amendment Agreements, dated as of December 1, 1995, January    71 
       12, 1996, March 25, 1996, April 12, 1996, September 13, 1996, 
       and January 31, 1997, amending the Loan Agreement, dated November
       9, 1995, between Edison Brothers Stores, Inc. and Edison Brothers
       Apparel Stores, Inc., Debtors-in-Possession, and BankAmerica
       Business Credit, Inc., as Agent, and the financial institutions
       named therein as Lenders relating to revolving line of credit for
       loans and letters of credit up to $200 million in the aggregate.

10(a)  Form of Indemnification Agreement between the Company and each of
       its directors was filed as an Exhibit to the Company's annual
       report on Form 10-K for the year ended January 3, 1987, and is
       incorporated herein by reference.

10(b)  The Edison Brothers Stores, Inc. 1992 Stock Option Plan, as
       amended March 3,1994, was filed as an Exhibit to the Company's
       annual report on Form 10-K for the year ended January 29, 1994,
       and is incorporated herein by reference.

10(c)  The Edison Brothers Stores, Inc. 1986 Stock Option Plan, as
       amended April 27, 1987 and March 3, 1994, was filed as an Exhibit
       to the Company's annual report on Form 10-K for the year ended
       January 29, 1994, and is incorporated herein by reference.

10(d)  Non-Qualified Retirement Plan for Outside Directors is described
       under the caption "Compensation of Directors" in Item 11 of this
       Form 10-K which description is incorporated herein by reference.

10(e)  Restricted stock grant by Edison Brothers Stores, Inc. to Alan D.
       Miller, Chairman, President and Chief Executive Officer of the
       Company, was filed as an Exhibit to the Company's Annual Report
       on Form 10-K for the year ended February 3,1996, and is
       incorporated herein by reference.

10(f)  Form of Employment Agreement entered into by the Company with
       Alan D. Miller, Chairman of the Board, President and Chief
       Executive Officer of the Company, was filed as an Exhibit to the
       Company's quarterly report on Form 10-Q for the quarter ended
       August 3, 1996, and is incorporated herein by reference.

10(g)  Forms of Employment Agreements entered into by the Company with
       other executive officers of the Company were filed as Exhibits to
       the Company's quarterly report on Form 10-Q for the quarter ended
       August 3, 1996, and are incorporated herein by reference.

11     Computation of per share earnings                            

13     1996 Annual Report to Stockholders                           

21     Subsidiaries                                                 

23     Consent of Independent Auditors                             

27     Financial Data Schedule                                     

 (b)   Exhibits

       Exhibits begin on page 30 of this Form 10-K.                       
  (c)  Financial statement schedules:

       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                                   By                                    
   /s/Alan D. Miller  5/1/97             /s/David B. Cooper, Jr.  5/1/97 
   Chairman of the Board, President      Executive Vice President and       
   and Chief Executive Officer           Chief Financial Officer

By                              
   /s/Thomas K. McCain 5/1/97
   Vice President, Taxes and Financial Reporting

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.

                                                                        
/s/Alan D. Miller         5/1/97     /s/David B. Cooper, Jr.      5/1/97
/s/Julian I. Edison       5/1/97     /s/Jane Evans                5/1/97
/s/Alan A. Sachs          5/1/97     /s/Karl W. Michner           5/1/97
/s/Craig D. Schnuck       5/1/97     /s/Richard C. Marcus         5/1/97
/s/Bart A. Brown, Jr.     5/1/97

SIGNATURES (continued)

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

                          
/s/Jane Evans     5/1/97

SIGNATURES (continued)

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

                            
/s/Richard C. Marcus     5/1/97

SIGNATURES (continued)

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


                                  
/s/Bart A. Brown, Jr.     5/1/97


SIGNATURES (continued)

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

                                          
/s/Craig D. Schnuck       5/1/97




                        ANNUAL REPORT ON FORM 10-K
                   ITEM 14(a) (1) and (2) and ITEM 14(d)
          FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
                        YEAR ENDED FEBRUARY 1, 1997
                       EDISON BROTHERS STORES, INC.
                            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 1996 annual report of the
registrant to its stockholders, are incorporated by reference in Item 8:

Consolidated Statements of Operations - fiscal years 1996, 1995, and 1994

Consolidated Balance Sheets - 1996 and 1995 fiscal year-ends

Consolidated Statements of Cash Flows - fiscal years 1996, 1995, and 1994

Consolidated Statements of Common Stockholders' Equity (Deficit) - fiscal
years 1996, 1995, and 1994

Notes to Consolidated Financial Statements

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

    Schedule II - Valuation and qualifying accounts

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

<TABLE>

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

EDISON BROTHERS STORES, INC.
AND SUBSIDIARIES

<CAPTION>

Col. A      Col. B      Col. C     Col. D      Col. F

<S>         <C>         <C>        <C>         <C>
                        Additions
            Balance at  Charged to             Balance at
             February   Costs and  Deductions  February
Description  3, 1996    Expenses    Describe    1, 1997    
               (In Millions)

Deferred tax 
  valuation
   allowance $43.5      $18.2                  $61.7

<fn12>

See "Note 10: Income Taxes" of the Notes to Consolidated Financial
Statements in the 1996 Annual Report.

</fn12>
</TABLE>