Exhibit 10



October 15, 1996



Venture Stores, Inc.
2001 East Terra Lane
O'Fallon, MO 63366-0110

Re: First Amendment to Loan and Security Agreement

Ladies/Gentlemen:

Reference is hereby made to that certain Loan and Security Agreement ("the
Agreement"), dated as of June 28, 1996 and executed by and among Venture
Stores, Inc. (the "Borrower"), the financial institutions party thereto
(collectively, the "Lenders") and BankAmerica Business Credit, Inc., as
agent for the Lenders (in such capacity as agent, the "Agent").  Certain
capitalized terms used herein and not otherwise defined shall have the
meanings attributed to them in the Agreement.

The Agent, the Lenders and the Borrower hereby agree as follows:

1.   Section 8.21 of the Agreement is hereby amended by deleting the
     minimum ratio ".61 to 1" appearing therein and replacing it with the
     minimum ratio ".25 to 1".

2.   This letter agreement shall be interpreted and the rights and
     liabilities of the parties hereto determined in accordance with the
     internal laws (as opposed to the conflict of laws provisions) of the
     State of Illinois.

Except to the extent modified herein, the Agreement remains in full force
and effect and is hereby ratified and confirmed.  Please evidence your
agreement with the terms of this letter agreement by signing in the space
below.  This letter agreement may be executed by one or more of all the
parties hereto on any number of counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. 
This letter agreement shall become effective in accordance with its terms
upon its execution by the Agent, the Lenders and the Borrower.



Sincerely,

BANKAMERICA BUSINESS CREDIT, INC.,
as the Agent


By:\s\Gregory Eck                  
     Name:Gregory Eck              
     Title:Vice President          

BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender


By:\s\Gregory Eck                  
     Name:Gregory Eck              
     Title:Vice President          

THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender


By:\s\Martha Hoag-Schmitt          
     Name:Martha Hoag-Schmitt      
     Title:AVP                     

CONGRESS FINANCIAL CORPORATION,
as a Lender


By:\s\Thomas C. Lannon             
     Name:Thomas C. Lannon         
     Title:Vice President          

LA SALLE BUSINESS CREDIT, INC.,
as a Lender


By:\s\Jeffrey J. Podwika              
     Name:Jeffrey J. Podwika          
     Title:Asset Based Lending Officer

GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender

By:\s\Timothy S. Van Kirk          
     Name:Timothy S. Van Kirk      
     Title:Duly Authorized Signature




ACCEPTED AND AGREED:

VENTURE STORES, INC.


By:\s\Eugene Caldwell              
     Name:Eugene Caldwell          
     Title:CFO