EXHIBIT 5

                                   May 30, 1996

Venture Stores, Inc.
2001 East Terra Lane
O'Fallon, Missouri  63366

     Re:   Registration Statement on Form S-8 re 500,000 Shares
           of Venture Stores, Inc. Common Stock, par value $1.00

Ladies and Gentlemen:

     In connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission pertaining to the proposed issuance by
Venture Stores, Inc. (the "Company") of up to 500,000 shares of
the Company's Common Stock, par value $1.00 per share (the
"Shares"), as provided in the Venture Stores, Inc. 1992 Long Term
Performance Plan (the "Plan"), I have examined such corporate
records of the Company, such laws and such other information as I
have deemed relevant to the opinions expressed below, including
the Company's Restated Certificate of Incorporation, By-laws, and
resolutions adopted by the Board of Directors of the Company.  In
delivering this opinion, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as certified, photostatic or conformed copies,
and the authenticity of the originals of all such latter
documents.

     Based solely on the foregoing, I am of the opinion that:

     1.  The Company is duly incorporated and is validly existing
under the laws of the State of Delaware; and

     2.  The Shares to be issued by the Company pursuant to the
Plan have been duly authorized and, when issued by the Company in
accordance with the Plan, will be validly issued, fully paid and
non-assessable.

     I consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,


                                   /s/Rick L. Matejka
                                   Rick L. Matejka
                                   Assistant General Counsel