AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

                                             April 13, 1998

     Congress Financial Corporation, as Agent
     and each of the financial institutions
     from time to time parties to the Loan
     Agreement referred to below


     Ladies and Gentlemen:

          Congress Financial Corporation in its capacity as agent
     pursuant to the Loan Agreement (as hereinafter defined) acting
     for and on behalf of the financial institutions which are parties
     thereto as lenders (in such capacity, "Agent"), The CIT
     Group/Business Credit, Inc. in its capacity as co-agent pursuant
     to the Loan Agreement (as hereinafter defined) acting for and on
     behalf of the financial institutions which are parties thereto as
     lenders (in such capacity, "Co-Agent"), and the financial
     institutions which are parties to the Loan Agreement as lenders
     (collectively, "Lenders") have entered into financing
     arrangements with Edison Brothers Stores, Inc., ("Edison"),
     Edison Brothers Apparel Stores, Inc., ("Edison Apparel") and
     Edison Puerto Rico Stores, Inc. ("Edison Puerto Rico", and
     together with Edison and Edison Apparel, individually, a
     "Borrower" and collectively, "Borrowers") and the other
     signatories to the Loan Agreement as guarantors (individually, a
     "Guarantor" and collectively, "Guarantors"), pursuant to which
     Agent and Lenders may make loans and advances and provide other
     financial accommodations to Borrowers as set forth in the Loan
     and Security Agreement, dated as of September 26 , 1997, by and
     among Agent, Co-Agent, Lenders, Guarantors and Borrowers (as the
     same now exists or may hereafter be amended, modified,
     supplemented, extended, renewed, restated or replaced, the "Loan
     Agreement") and other agreements, documents or instruments
     referred to therein or at any time executed and/or delivered in
     connection therewith or related thereto (all of the foregoing,
     including the Loan Agreement, as the same now exists or may
     hereafter be amended, modified, supplemented, extended, renewed,
     restated or replaced, being collectively referred to herein as
     the "Financing Agreements").  All capitalized terms used herein
     shall have the meaning assigned thereto in the Loan Agreement,
     unless otherwise defined herein.

          Borrowers and Guarantors have requested certain amendments
     to the Loan Agreement and Agent, Co-Agent and Lenders are willing
     to agree to such amendments, subject to the terms and conditions<PAGE>



     contained in this Amendment.  By this Amendment, Agent, Co-Agent,
     Lenders, Borrowers and Guarantors desire and intend to evidence
     such amendments. 

          In consideration of the foregoing and the agreements and
     covenants contained herein, the parties hereto agree as follows:

          1.  The definition of the term "Net Worth" in the Loan
     Agreement is hereby amended by adding the following at the end
     thereof: 

               "As to Edison and its Subsidiaries for purposes of
     Section 9.14 hereof, any reductions, write-offs, amortizations or
     adjustments of goodwill, including reorganization value in excess
     of identifiable assets, by Edison and its Subsidiaries after
     September 26, 1997 shall not be considered in determining net
     income (loss) for purposes of the calculation of the Net Worth of
     Edison and its Subsidiaries."

          2.  For the period commencing January 31, 1998 and ending
     February 3, 2001, the reference to "$100,000,000" in Section 9.14
     of the Loan Agreement is hereby deleted and replaced with the
     following:  "$70,000,000".  Such amendment to Section 9.14 of the
     Loan Agreement shall terminate and be of no further force and
     effect on and after February 4, 2001.

          3.  In consideration of this Amendment, Borrower shall pay
     Agent for the account of Lenders a facility amendment fee in an
     amount equal to $100,000 payable simultaneously with the
     execution hereof, which fee is fully earned as of the date
     hereof.  Such fee may, at the option of Agent, be charged
     directly to any of Borrowers' revolving loan accounts maintained
     by Agent for the account of Lenders under the Financing
     Agreements.

          4.  Except as modified pursuant hereto, no other changes or
     modifications to the Financing Agreements are intended or implied
     and in all other respects the Financing Agreements are hereby
     specifically ratified, restated and confirmed by all parties
     hereto as of the effective date hereof.  To the extent of
     conflict between the terms of this Amendment and the Financing
     Agreements, the terms of this Amendment shall control.  The Loan
     Agreement and this Amendment shall be read and construed as one
     agreement.

          5.  The validity, interpretation and enforcement of this
     Amendment and any dispute arising out of the relationship between
     the parties hereto in connection with this Amendment, whether in
     contract, tort, equity or otherwise, shall be governed by the
     internal laws of the State of New York (without giving effect to
     principles of conflicts of law).

          6.  This letter agreement shall be binding upon and inure to
     the benefit of each of the parties hereto and their respective
     successors and assigns.

          7.  This agreement may be executed in any number of
     counterparts and by each of the parties hereto in separate<PAGE>



     counterparts, each of which shall be an original, but all of
     which shall together constitute one and the same agreement.

          The parties hereto have caused this letter agreement to be
     duly executed and delivered by their authorized officers as of
     the day and year first above written.

                                   Very truly yours,

                                   EDISON BROTHERS STORES, INC.

                                   By/s/Thomas K. McCain

                                   Title: Vice President, Controller

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                                   EDISON BROTHERS APPAREL
                                     STORES, INC.

                                   By/s/Thomas K. McCain

                                   Title: Vice President, Controller

                                   EDISON PUERTO RICO STORES, INC.

                                   By/s/Thomas K. McCain

                                   Title: Vice President, Controller

      ACKNOWLEDGED AND AGREED:
     CONGRESS FINANCIAL
       CORPORATION, as Agent and Lender
     By/s/Lawrence S. Forte
     Title: First Vice President

     THE CIT GROUP/BUSINESS
       CREDIT, INC., as Co-Agent and Lender

     By/s/Edward Hurtfield

     Title: Assistant Vice President

      EDISON PAYMASTER, INC.
      EDBRO MISSOURI REALTY, INC.
      EDISON BROTHERS STORES INTERNATIONAL, INC.
      TOFAC OF PUERTO RICO, INC.

      By/s/Thomas K. McCain

     Title: Vice President, Controller







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      EDISON INDIANA, LLC

      By: EDISON BROTHERS APPAREL
           STORES, INC., its Manager

      By/s/Thomas K. McCain

     Title: Vice President, Controller