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Edison Brothers Stores Inc · 10-K · For 1/31/98 · EX-13

Filed On 5/7/98 · SEC File 1-01394 · Accession Number 31575-98-10

This Filing's "Filed As Of" Date was Corrected by the SEC on 5/13/98.

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 5/01/98  Edison Brothers Stores Inc        10-K®       1/31/98    7:89

Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report on Form 10-K                            15     84K 
 2: EX-4.2      Instrument Defining the Rights of Security Holders     4     17K 
 3: EX-10.3     Material Contract                                      6     25K 
 4: EX-10.8     Material Contract                                     16     80K 
 5: EX-13       Annual or Quarterly Report to Security Holders        45    216K 
 6: EX-21       Subsidiaries of the Registrant                         2      8K 
 7: EX-27       Financial Data Schedule                                1      9K

EX-13 · Annual or Quarterly Report to Security Holders

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Edison Brothers Stores Inc. operates apparel and footwear stores      
serving the young, young-minded and special-size markets with a       
focused selection of quality private-label and name-brand             
merchandise. With nearly 1,600 stores and 14,000 associates in        
the United States, Canada, Puerto Rico and the Virgin Islands,        
Edison is one of the largest specialty retailers in North             
America.                                                              

1997 was a most difficult year for Edison. After filing for           
bankruptcy Nov. 3, 1995, and spending 22 months under Chapter 11      
protection, Edison emerged on Sept. 26, 1997. The company closed      
140 stores in 1997, bringing the number of closed stores to more      
than 1,000 since the bankruptcy filing. Sales continued to be         
disappointing with store-for-store sales declining 2 percent. The     
net loss for the year was $62.3 million.                              

Shoes                                                                 
449 stores                                                            

Bakers *                                                              
Wild Pair                                                             
*Some stores operate under the LeedsR name.                           

Juniors                                                               
260 stores                                                            

5-7-9                                                                 

Men's                                                                 
880 stores                                                            

J. Riggings                                                           
JW                                                                    
Coda                                                                  
Oaktree                                                               
REPP Ltd.                                                             

Merchandise Mix                                                       
Shoes          31%                                                    
Juniors   14                                                          
Men's          55                                                     

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                                                                · Download Table
                                                                     

Operating Results                                               
                                                                

                  1997           1996           1995            
                                                                
Net sales         $949,900,000   $1,090,400,000 $1,389,400,000  
Net loss          (62,300,000)   (143,200,000)   (222,000,000)  
Number of stores year-end 1,605          1,743           2,077  
Number of employees      14,600           17,700        24,600  

<fn2>                                                           
A discussion of results is included in Management's Discussion  
and Analysis in the back of this book.                          
1997 represents the combined results for the 17 weeks ended Jan.
31, 1998, and the 35 weeks ended Oct. 4, 1997.                  

</fn2>                                                          
                                                                           
Dear Shareholders and Fellow Employees:                               

As our company enters its 76th year of serving customers, its         
clear we've come to a crossroads. In this letter, I will describe     
our chosen path and how we can measure our progress, financially      
and otherwise.                                                        

We have a good foundation to build upon -- a salute to the            
contributions of 50,000 associates who have worked for the            
corporation since the first Chandlers shoe store opened in            
Atlanta. Our chains have solid identities you can read about in       
the following pages. We have mall locations among the best in the     
industry. The company has a team of seasoned associates who can       
contribute to the growth of this company. And, most important,        
almost half a million customers are coming into our stores every      
week -- I spend 15 to 20 hours a week meeting some of them in         
locations across the country.                                         

But we won't get anywhere without significant changes -- changes      
in the way we do business and in the corporate culture. Right         
now, our goal is progress, not perfection. We are starting to         
make progress with a sense of urgency and deliberateness because      
the past -- the recent past -- is grim. In combined 1997, Edison      
lost $62.3 million, on a comparable-store sales decline of 2.0        
percent, which accelerated to 2.5 percent in the fourth quarter.      

Looking back, we see a company that put into place a service          
superstructure designed to purchase or incubate and then fund         
interesting retail concepts, each of which developed its own          
specific support services. For a glorious few years, it worked.       
But the complex lattice was too inflexible to respond to industry     
changes such as shifting international sources of merchandise. It     
was too flimsy to shore up crumbling chain performance. And it is     
too costly.                                                           

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To correct these problems, we've refocused Edison as a group of       
retail chains similar enough to share support services. Yet each      
has well-defined customer segments served by excellent                
merchandising. To begin achieving this concept, we have three         
objectives for 1998:                                                  

1. Improve the merchandise content in each chain. Our model for       
future merchandising success in each business is three-pronged.       
First, establish a sizable platform of fashion basics such as         
khaki pants, T-shirts or branded sneakers. Currently a very small     
part of our business, fashion basics should provide 15 percent to     
25 percent of the volume. Second, layer on top a key-item             
component -- possibly sweater vests, carpenter jeans or hooded        
polar fleece jackets. Our goal is for key items to make up about      
2 percent to 5 percent of our business. Third, provide more           
interesting, imaginative merchandise to a broader range of            
customers. This means better selection of colors and fabrics. We      
cannot continue to pursue fringe ideas or cater to fringe             
customers. Our stores are not yet destination stores, and we must     
appeal to the large audience of mall traffic.                         

An important component we have put into place is the Edison           
Merchandising Committee, chaired by Karl Michner, whose role is       
to institutionalize the trend merchandising process. As further       
help, we are deep in the process of reformulating the buyers'         
roles, to ensure that these critical three dozen executives --        
our path to the customer's soul -- have clear support for their       
jobs and understand how best to achieve the sales, margin and         
turnover objectives.                                                  

2. Build strong alliances with quality suppliers worldwide,           
including key brands. Currently, Edison buys merchandise from         
almost 600 sources in more than 75 countries. Our objective is to     
have far fewer relationships and more domestic suppliers so that      
we can focus on improved quality, shorter lead times and faster       
reordering of quick-selling goods. We are working now to              
determine the most appropriate avenues for our importing              
activities, with the goal of improving our ability to count on a      
timely flow of quality merchandise. Peter Hirschhorn and Alison       
Talbot -- our only two senior executives based outside St. Louis      
-- run our foreign offices.                                           

Domestically, Edison needs to increase branded content by 10 to       
20 percentage points. Our faster businesses -- especially 5-7-9,      
Coda, JW and J. Riggings -- require quicker turnaround time for       
fresh merchandise, and the brands are best at that. Our chains        
will continue to develop deeper and more meaningful partnerships      
with such companies as Levi's and Levi Dockers, Fubu, Steve           
Madden Ltd., DKNY, Skechers, Mecca, Mia, Paris Blues, Mudd,           
Enyce, Lugz and Pivot Rules.                                          

3. Centralize, simplify and cut costs in half. Edison must            
significantly sharpen the performance of its departments and cut      
costs by about half. We are centralizing and simplifying our          
support services. In stores, we have tapped Tim Brannon to            
consolidate what were five separate store organizations into one.     
Marketing -- previously confined to sales promotions -- has           
similarly been consolidated under Kim Richmond. In our                
administrative functions, we are fortunate to have attracted Jack     

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Burtelow as Chief Administrative Officer and Chief Financial          
Officer. He has started to build a core financial team under the      
leadership of Tom McCain; improve our information systems and         
reports working with Larry Pyles; and speed our logistics             
pipeline with the help of George Spreiser. Mark Brown leads our       
efforts to secure great mall locations at attractive rents. Our       
legal department is headed by Alan Sachs. Reporting to me are two     
critical administrative functions: human resources under Lee          
Johnson and planning and allocation under Denise Parker.              

Further, to simplify the company and concentrate on fewer, bigger     
items, we have closed or will exit several businesses including       
Precis, Terrasystems, Shifty's and Oaktree.                           

As I write this in my 10th week of service, let me describe how I     
see our company in a few years. I see a customer-driven,              
merchandising intensive company. I see as close to a _virtual         
company_ as possible, with strong merchants helping us compete        
nimbly in a land of giants. I see a bias toward outsourcing, so       
that we can be financially flexible. I see a fun place to work, a     
cool place to shop, and fashion leadership in enough places with      
enough frequency to keep us fun and cool. We will be a strong         
factor in Internet marketing -- because 30 percent of our             
customers use the Net more than five hours a week. We want some       
of their time -- and money. Finally, I see a handsomely               
profitable company experiencing solid comparable-store growth         
consistently in the high single digits and earning an above-          
average return on your investment. I say _finally_ because these      
will be the natural results of our efforts; already, however,         
what I have labeled final is top-of-mind in our offices and           
stores every day.                                                     

The vision won't become a reality without the chain presidents --     
Paul Eisen, Mike Fine, John Oehler, Steve Thomas and Carol            
Williams. Through their partnership, leadership and friendship,       
we will achieve our collective but very personal goal: creating       
stores where our children and friends are eager to shop and that      
competitors are eager to shop.                                        

Sincerely,                                                            

/s/Lawrence E. Honig                                                  
Chairman and CEO                                                      

The lifeblood of Edison is its customers. How do we maintain          
their loyalty?                                                        
Hear what they say,                                                   
watch what they do,                                                   
learn what they want,                                                 
and deliver fashion they make their own,                              
with service they can count on,                                       
in stores they can make their favorites ...                           

5-7-9                                                                 
Number of stores: 260                                                 
Number of field associates: 2,100                                     

Walk into 5-7-9 to check out what's cool! The chain offers            
midpriced trendy sportswear and dresses for girls 11 to 16 years      

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old. As size specialists, the chain is becoming a destination for     
fashion looks. In 1997, it was successful in categories where it      
had a strong position such as fashion denim. Similar stances are      
being taken in basic items like tees and tanks, and going             
forward, 5-7-9 plans to become the place to find the cool item it     
wants to stand for in each category.                                  
The 5-7-9 target customer looks to 5-7-9 for those fashion ideas.     
She comes into the store with her friends while they're hanging       
out at the mall. She values what her friends think but wants to       
maintain her own identity and opinions. She wants to be cool.         

_I love your store. ... It's always the first shop on my list,        
and I only shop at malls that have a 5-7-9!_ -- Jackie, Ohio          

Bakers                                                                
Number of stores: 291                                                 
Number of field associates: 3,200                                     

Bakers offers moderately priced, updated casual sport and dress       
footwear with work-to-weekend flexibility for adventuresome young     
women. From Bakers_-label tailored shoes to No Parking athletic-      
inspired styles, Bakers' target customer can find what she needs      
to complete her shoe wardrobe. And, she'll find all these styles      
and a selection of national brands in a new, sophisticated store      
design that's just her speed with an open feel created by light       
wood, matte metal fixtures and glass.                                 
The Bakers target customer wants sensible fashion. She'll shop at     
Bakers primarily during two phases of her life: as a high-school      
and college student with a fast-paced lifestyle who likes             
affordable hipness; and as a young woman with professional and        
social fashion needs as she concentrates on her career, family or     
both.                                                                 

_I love your store! I love your shoes!_ -- Emily, Pennsylvania      

Wild Pair                                                             
Number of stores: 155                                                 
Number of field associates: 1,390                                     

Trend-setters check out Wild Pair for casual shoes. To attract        
these fashion-forward customers, in 1997 Wild Pair introduced         
three brands: Skechers, Robert Wayne and London Underground, each     
supported by special marketing programs and in-store fixtures.        
Customers can also find private-label merchandise with fresh          
materials, new textures and exciting visual and sole treatments.      
Attitude and a full-on approach to fashion make the Wild Pair         
customer a more aggressive shopper. The chain's target customers,     
women and men ages 17 to 25, could be single, independent club-       
hoppers who always buy the latest trends or fashion leaders who       
like brand names and are influenced by styles in music videos.        

_Good service, GREAT shoes._ -- Kalilah, Florida                      

JW                                                                    
Number of stores: 297                                                 
Number of field associates: 2,140                                     

Image is everything for JW's target customer. JW attracts and         
keeps him with the Results label, a chain exclusive. Going into       

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1998, a new palette of intense colors such as true red will           
appeal to the customers' visual orientation. Treatments like          
zipper tags, patches and logos pull together the denim pieces to      
create the coordinated look the JW target customer prefers.           
He wants his outfits to _hook up,_ where the pieces match each        
other by fabric, color and detail treatment -- to the point of        
coordinating his shoes with his casual outfit. He shops a lot,        
likes music and always has plans for the weekend.                     

_The good music makes JW an enjoyable place to shop, and the          
excellent threads don't hurt either._ -- Rory, Hawaii                 

Coda                                                                  
Number of stores: 29                                                  
Number of field associates: 285                                       

Coda's potential for growth is promising because through a            
refocused merchandise mix it answers the urban-minded customer's      
desire for top brands. Coda gives its customers labels like Fubu,     
DKNY, Mecca, Enyce, Lugz, Kani and Pure Playaz.                       

Oaktree                                                               
Number of stores: 66                                                  
Number of field associates: 590                                       

Fashion leaders have looked to Oaktree for contemporary,              
European-inspired looks since the chain's debut in 1976. The          
chain offers club and dress wear looks to customers who set the       
trend rather than follow it. Oaktree is being phased out during       
1998, and its stores are being converted to Coda.                     

J. Riggings                                                           
Number of stores: 312                                                 
Number of field associates: 2,580                                     

J. Riggings meets its target customers' needs with updated,           
traditional merchandise at a value price. The chain offers a          
tightly edited selection of weekend casual, and sportswear and        
jackets for dress and dressy casual. Quality standards have been      
raised in all areas including construction, fabric weight and         
stitching -- to the point that each item in each department must      
earn J. Riggings' _Best Quality_ Stamp of Approval.                   
The fashion-forward young professional, on average 24 years old,      
single, in his first job out of school and living in an               
apartment, is J. Riggings' target customer. Working hard and          
playing hard define his life. His active lifestyle means he's         
athletic, social and fashion-aware. He's a shopper who                
understands value and quality.                                        

_I love the selection of sport, casual and businesswear._ --          
Fernando, Minnesota                                                   

REPP                                                                  
Number of stores: 176                                                 
Number of field associates: 1,000                                     

REPP Ltd. operates on the philosophy that size shouldn't              
compromise style for the big and tall man. REPP offers moderately     

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priced, traditional sportswear and dressy casual clothing with        
the goal of becoming the top-of-mind resource for everything big      
and tall men need to look and feel their best.                        
REPP meets its customers' lifestyle needs with resources such as      
the _Big and Tall Man's Survival Guide,_ direct mail pieces and       
personal phone calls. REPP features the REPP Classic label for        
the mature customer who's concerned with comfort more than            
fashion, Canyon Ridge_ for the weekend customer, REPP Ltd. label      
for the business casual customer and Ferracci for the fashion         
customer.                                                             
REPP's target customers are over 6 feet tall, have more than a        
40-inch waist, or both. They are generally salaried, 30 or more       
years old and most dress conservatively.                              

_I had no idea what I was doing. ... Your salesperson took charge     
and fixed me up perfectly._ -- Tom, Florida                           

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND       
RESULTS OF OPERATIONS                                                 
(Dollars in Millions)                                                 

On November 3, 1995, Edison Brothers Stores, Inc. (the Company)       
and 65 of its subsidiaries filed petitions for reorganization         
under Chapter 11 of the U.S. Bankruptcy Code.  An Amended Joint       
Plan of Reorganization (the Plan) was confirmed by the Bankruptcy     
Court on September 9, 1997.  The Company emerged from Chapter 11      
on September 26, 1997.  During the period from November 3, 1995,      
through September 26, 1997, the Company conducted business as         
debtor-in-possession.  For financial reporting purposes, the          
effective date of the Company's emergence from bankruptcy is          
considered to be the close of business on October 4, 1997.  For       
further discussion of the reorganization and restructuring, see       
Notes 3 and 4 to the consolidated financial statements.               

BUSINESS                                                              

The Company owns and operates chains of specialty retailing           
stores located in forty-seven states, the District of Columbia,       
Puerto Rico, the Virgin Islands and Canada.  The Company conducts     
its principal operations through subsidiaries in two segments:        
apparel and footwear.  Stores within the apparel and footwear         
segments, with the exception of the Repp Ltd. chain of                
big-and-tall menswear stores, are almost exclusively mall-based       
and generally range in size from 1,200 to 3,000 square feet.          
Merchandise for all segments is acquired from many vendors and        
the Company is not dependent on any one supplier.  Three main         
distribution centers serve as receiving points for merchandise        
and coordinate the distribution of shipments to the stores via        
common or contract carriers.  In 1997, the Company closed its two     
remaining mall-based entertainment centers and completed the          
phase out of its Terrasystems concept.  The Company announced  in     
January 1998 that the Shifty's chain will be phased out during        
1998.                                                                 

During 1997, the Company closed 200 apparel and footwear stores.      
The Company has identified another group of approximately 44        
stores that may be closed during 1998, and has recorded a charge      

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associated with these closings in the 1997 consolidated financial     
statements.                                                           

At year-end 1997, the apparel segment operated 1,156 stores in        
five chains.  Four chains focus on menswear: JW Group (including      
JW, Oaktree and Coda), J. Riggings, Repp Ltd. and Phoenix, the        
Company's catalog operations.  Each menswear chain targets a          
specific age group of men, with a different product mix.  The         
womenswear chain, 5-7-9 Shops, primarily markets casual wear and      
accessories to teens and preteens.  The footwear segment operated     
449 stores in two chains at January 31, 1998.  The footwear           
chains are Bakers/Leeds, which offers popular-priced women's          
fashion shoes, and Wild Pair, which focuses on advanced shoe          
fashion for young men and women.                                      

The Company experiences peak selling periods, such as Easter          
(early spring), back-to-school (July to August), and Christmas        
(Thanksgiving to Christmas), with the Christmas selling season        
accounting for a significant portion of the full year sales           
(13.8% for Combined 1997).                                            

RESULTS OF OPERATIONS                                                 

Net retail sales of $336.1 and $613.8 for the 17 weeks ended          
January 31, 1998, and 35 weeks ended October 4, 1997 (_Combined       
1997_), respectively, were on a combined basis $140.5 or 12.9%        
less than net retail sales for the 52 weeks ended February 1,         
1997 (_1996_) due to the numerous store closings that occurred at     
the end of 1996 and during 1997 as well as a 2% reduction in          
same-store sales.  During Combined 1997, the apparel segment          
experienced a 2.8% decrease in same-store sales.  The footwear        
segment's same-store sales were flat for the year.  Compared to       
1996, the Company averaged approximately 127 or 7.0% fewer stores     
in operation during Combined 1997.  Net sales for 1996 decreased      
by $299.0 or 21.5% from the 53 weeks ended February 3, 1996           
(_1995_).  Same-store sales declined 1.9% between 1996 and 1995.      

Cost of goods sold, including occupancy and buying expenses, as a     
percentage of sales were 73.0% for the 17 weeks ended January 31,     
1998, 70.9% for the 35 weeks ended October 4, 1997, and 71.6% in      
Combined 1997, compared with 72.6% and 74.0% in 1996 and 1995,        
respectively.  The improvement from 1996 to Combined 1997             
primarily came from the reduction of occupancy expense due to the     
closing of unprofitable stores and savings in occupancy               
throughout 1997 due to rent renegotiations in 1996.  The decrease     
in cost of goods sold from 1995 to 1996 was due primarily to the      
Company successfully renegotiating approximately 300 leases,          
which reduced occupancy and buying costs as a percentage of sales     
by 1.6%.                                                              

Store operating and administrative expenses were 24.5% and 28.4%      
of sales for the 17 weeks ended January 31, 1998, and 35 weeks        
ended October 4, 1997, respectively, and 27.0% of sales in            
Combined 1997, compared to 25.3% in 1996 and 24.7% in 1995.  The      
increase in expense as a percentage of sales from 1996 to             
Combined 1997 was attributable to the 12.9% decrease in sales         
from 1996 to Combined 1997 and an increase in store payroll           
expense.  The increase in expense as a percentage of sales from       

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1995 to 1996 was attributable to the 21.5% decrease in sales          
offset by a decrease in store operating expenses in 1996 as           
underperforming stores were closed at the end of 1995 and             
throughout 1996.  Expenses as a percentage of sales in 1995 were      
higher as a result of there being a partial year of results for       
Dave & Buster's, which was spun-off in June 1995.  Dave &             
Buster's had significantly higher store expenses as a percentage      
of sales compared to the Company's other operations.                  

Depreciation and amortization expense of $12.0 and $20.5 for the      
17 weeks ended January 31, 1998, and 35 weeks ended October 4,        
1997, respectively, was on a combined basis $8.7 million less         
than 1996.  Depreciation and amortization expense for Combined        
1997 decreased due to store closing and the Combined 1997 and         
1996 provisions made for asset impairments as required by SFAS        
No. 121.  This decrease was partially offset by depreciation on       
the $41 in capital expenditures incurred in 1997 and amortization     
of the reorganization value in excess identifiable assets and         
favorable lease rights recorded in the Company's adoption of          
Fresh Start Accounting.  Depreciation and amortization expense        
decreased $21.6 between 1995 and 1996 due to the closing of 419       
stores in 1996.                                                       

Interest expense of $4.9 and $4.3 for the 17 weeks ended              
January 31, 1998, and 35 weeks ended October 4, 1997,                 
respectively, was on a combined basis $6.8 more than 1996, as         
interest expense was not recognized on prepetition liabilities        
prior to emergence.  Interest expense would have been $9.1 higher     
in 1995, if interest on prepetition obligations had been accrued.     
Interest income earned on the Company's cash and investment         
balances subsequent to the Chapter 11 filing of $5.9, $8.2 and        
$0.9 for the 35 weeks ended October 4, 1997, and the fiscal years     
1996 and 1995, respectively, was recorded as a credit to              
restructuring and reorganization expenses in the consolidated         
statements of operations.                                             

Restructuring and reorganization expenses for the 35 weeks ended      
October 4, 1997, totaled $44.7, including $5.4 for early lease        
termination costs and write-offs of fixtures and equipment,           
leasehold improvements and related intangible assets, $19.2 for       
legal and consulting fees, $15.8 for severance and related            
benefits, and $10.2 for various other bankruptcy and                  
reorganization related expenses, reduced by $5.9 of interest          
income.  Restructuring and reorganization expenses totaled $36.3      
for 1996, including $13.7 for early lease termination costs and       
write-offs of fixtures and equipment, leasehold improvements and      
related intangible assets, $19.8 for legal and consulting fees,       
and $11.0 for various other bankruptcy and reorganization related     
expenses, reduced by $8.2 of interest income.  Of the $248.1 in       
restructuring and reorganization expense incurred since the           
petition date, $126.3 were noncash charges.  Total cash payments      
of $19.1, $20.7 and $3.7 were made in 1997, 1996 and 1995,            
respectively.                                                         

The Company recorded charges of $2.1 for the 17 weeks ended           
January 31, 1998, $2.5 for the 35 weeks ended October 4, 1997,        
and $74.0 for 1996, to recognize the impairment of certain            
long-lived assets in accordance with SFAS 121.  Furniture and         
fixtures, goodwill and several corporate properties were written      

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down to their fair market value.  See Note 7 to the consolidated      
financial statements.                                                 

The efficient operation of the Company's business is dependent in     
part on its computer software programs and operating systems          
(collectively, _Programs and Systems_).  These Programs and           
Systems are used in several key areas of the Company's business,      
including merchandise purchasing, inventory management, pricing,      
sales, distribution and financial reporting, as well as in            
various administrative functions.  The Company has been               
evaluating its Programs and Systems to identify potential _Year       
2000_ compliance problems.  These actions are necessary to ensure     
that the Programs and Systems will recognize and process the year     
2000 and beyond.  It is anticipated that modification or              
replacement of most of the Company's Programs and Systems will be     
necessary to make such Programs and Systems _Year 2000_               
compliant. The Company is also communicating with suppliers,          
financial institutions and others to coordinate year 2000             
conversion.                                                           

Based on present information, the Company believes that it will       
be able to achieve such _Year 2000_ compliance through a              
combination of modification of some existing Programs and             
Systems, and the replacement of other Programs and Systems with       
new Programs and Systems that are already _Year 2000_ compliant.      
However, no assurance can be given that these efforts will be       
successful.  The Company expects that the remediation expenses        
and capitalized costs for the installation of new software            
systems with achieving _Year 2000_ compliance will have a             
material effect on its financial results in 1998 and 1999.            
Remediation expenses for 1998 are estimated to be $9.5 and 1999       
expenses are estimated to be $2.9.  The Company estimates that        
capitalized costs associated with the installation of new             
software systems will be $8.0 in the aggregate for 1998 and 1999.     

FINANCIAL CONDITION                                                   

Cash, cash equivalents and investments at year-end 1997 decreased     
$145.9 from the prior year.  This reduction was primarily due to      
the cash payments made pursuant to the Plan.  As part of the          
Funding Escrow Agreement (see Note 12), the Company deposited         
$17.6 in the escrow account and reclassified $10.4 of assets held     
for sale to assets held for the escrow account.  The balance of       
the escrow account and the assets held for sale included in the       
consolidated balance sheet as of January 31, 1998, was $21.5.         

Merchandise inventories decreased by 20.3% between 1996 and 1997      
due to the numerous store closings, tighter inventory controls in     
JW and J. Riggings, and the liquidation of seasonal merchandise       
in season by various chains.                                          

The decrease in property and equipment, net is due to the             
Company's transfer of title to the Corporate Headquarters             
Building to the creditors, pursuant to the Plan, the recognition      
of asset impairment losses in accordance with SFAS 121 and 202        
fewer stores in operation.  Intangible assets, net increased due      
to impairments recorded in 1996, net of the impact of fresh start     
adjustments.  Additionally, the Company recorded $29.4 in             

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Reorganization Value in Excess of Identifiable Assets based on        
Fresh Start Accounting upon emergence from bankruptcy.  Capital       
expenditures of $13.8 and $27.2 for the 17 weeks ended                
January 31, 1998, and 35 weeks ended October 4, 1997,                 
respectively, were on a combined basis $19.1 greater than 1996.       
This increase was principally related  to information systems         
development projects.                                                 

CAPITAL RESOURCES AND LIQUIDITY                                       

Upon emergence from Chapter 11, the Company entered into a Loan       
Agreement (_Credit Facility_) under which the Company may borrow      
up to $200 to fund ongoing working capital needs.  The Credit         
Facility has a sublimit of $150 for the issuance of letters of        
credit.  The Credit Facility is secured by liens on inventory and     
other assets, and contains restrictive covenants including            
limitations, among other things, on store closings, additional        
liens and indebtedness, restrictions on dividend payments and         
minimum net worth requirement. As of January 31, 1998, the            
Company had  $43.1 available for borrowing under the Credit           
Facility, excluding excess letters of credit related to the           
Company's previous credit facility of $40.3.                          

During April 1998, the Company finalized an amendment to its          
Credit Facility to reduce the $100 minimum net worth requirement      
(as defined) to $70 during the period January 31, 1998, to            
February 3, 2003, which improved the Company's financial              
flexibility.  The Company expects that its cash and investments       
and the Credit Facility will continue to provide it with              
sufficient liquidity to conduct its operations and pay for            
merchandise shipments.                                                

Overall, cash provided (used) from operating activities of $40.5      
for the 17 weeks ended January 31, 1998, and $(37.7) for the 35       
weeks ended October 4, 1997, respectively, decreased on a             
combined basis by $82.7 from 1996.  The decrease was principally      
attributable to: (1) a tax refund of $37.6 in 1996,                   
(2) reorganization and bankruptcy emergence payments, and             
(3) financing of inventory through short-term borrowings instead      
of merchandise accounts payable.                                      

Overall, cash from operating activities remained constant between     
1995 and 1996, although the components varied from 1995 to 1996.      
Merchandise inventories decreased during 1996, but not to the       
same extent as in 1995, when the Company experienced inventory        
flow disruptions after the Chapter 11 filing.  Cash flow from         
operations increased in 1996 because of the receipt of the income     
tax refund.  In 1995 the increase was primarily attributable to a     
$71.0 decrease in inventory offset by the deterioration in 1995       
net income.                                                           

Fiscal year 1998 capital expenditures are expected to decrease by     
approximately 40% from Combined 1997 levels.  As the Company          
continues to focus on improving merchandise content in its            
existing store base, fewer remodelings and conversions of             
existing stores are expected in 1998 compared to 1997.  Current       
business plans anticipate as few as 38 new stores and conversions     
for 1998 depending on market opportunities and successful lease       
negotiations.  Overall, cash and cash equivalents balances are        

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expected to be lower in 1998 as compared to 1997, since Combined      
1997's activity included $78.5 from the liquidation of short-term     
investments.                                                          

The Company operated at a net loss of $15.4 million during the 17     
weeks ended January 31, 1998, which is typically the strongest        
quarter of the year.  During this period of time, store for store     
sales declined from the prior year in each of the months.  Due to     
the Company's poor operating results, management has defined          
certain aspects of its business strategy (Note 2).  It is             
expected that these actions will increase store traffic and store     
for store sales and reduce expenses.  However, the Company's          
ability to improve its performance will depend upon a variety of      
other factors, some of which are beyond its control, including        
significantly improving store sales performance and operating         
results, the apparel and footwear retailing environment, general      
economic conditions, customer response to its new merchandising       
strategies and continued cost reductions.                             

This Report contains _forward-looking statements_ within the          
meaning of Section 21E of the Securities Exchange Act of 1934, as     
amended.  The words _anticipate,_ _believe,_ _expect,_ _will,_        
_could_ and similar expressions are intended to identify certain      
forward-looking statements.  Such statements reflect the              
Company's current views with respect to future events and             
financial performance and involve risks and uncertainties,            
including, without limitation, the risks described above.  Should     
one or more of these risks or uncertainties occur, or should          
underlying assumptions prove incorrect, actual results may vary       
materially and adversely from those anticipated, believed or          
otherwise indicated.  Consequently, these cautionary statements       
qualify all of the forward-looking statements made in this            
Report.                                                               

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION                 

Management is responsible for the integrity and objectivity of        
the financial statements and other information included in this       
annual report.  The financial statements have been prepared in        
conformity with generally accepted accounting principles.             
Information that is not subject to objective determination has        
been developed based upon management's best judgment.                 

The Company maintains accounting systems that management believes     
are sufficient to provide reasonable assurance of reliable            
financial statements and to maintain accountability for assets.       
These systems are supported by careful selection and training of      
qualified personnel.  The extent of internal accounting controls      
implemented must be related to the benefits derived, and the          
balancing of the cost of controls to the benefits derived             
requires management's estimates and judgments.  Management            
continually reviews, modifies and improves its systems of             
accounting and controls in response to changes in business            
conditions and operations, and in response to recommendations in      
the reports prepared by the independent public accountants.           

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The Board of Directors has an Audit Committee, which is comprised     
totally of members of the board who are not employees of the          
Company.  The committee meets with the independent auditors and       
representatives of management to discuss auditing and financial       
reporting matters.  The independent auditors meet with the Audit      
Committee, with and without management representatives present,       
to discuss the scope and results of their examinations, the           
quality of financial reporting, and the propriety of management's     
conduct of the business.                                              

Management is committed to conducting its business affairs in         
accordance with the highest ethical standards and in conformity       
with the law.                                                         

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                              

To the Stockholders and Board of Directors of                         
Edison Brothers Stores, Inc.:                                         

We have audited the accompanying consolidated balance sheet of        
Edison Brothers Stores, Inc. (a Delaware corporation) and             
subsidiaries as of January 31, 1998, and the related consolidated     
statements of operations, common stockholders' equity (deficit)       
and cash flows for the 17 weeks ended January 31, 1998 (as            
reorganized), and the 35 weeks ended October 4, 1997                  
(pre-confirmation).  These financial statements are the               
responsibility of the Company's management.  Our responsibility       
is to express an opinion on these financial statements based on       
our audit.                                                            

We conducted our audit in accordance with generally accepted          
auditing standards. Those standards require that we plan and          
perform the audit to obtain reasonable assurance about whether        
the financial statements are free of material misstatement.  An       
audit includes examining, on a test basis, evidence supporting        
the amounts and disclosures in the financial statements.  An          
audit also includes assessing the accounting principles used and      
significant estimates made by management, as well as evaluating       
the overall financial statement presentation.  We believe that        
our audit provides a reasonable basis for our opinion.                

As discussed in Notes 3 and 4 to consolidated financial               
statements, the Company emerged from bankruptcy and adopted           
fresh-start reporting as of October 4, 1997, in accordance with       
American Institute of Certified Public Accountants Statement of       
Position 90-7, _Financial Reporting by Entities in Reorganization     
under the Bankruptcy Code._  The effects resulting from the           
adoption of fresh-start reporting and the forgiveness of debt         
have been reflected in the statement of operations for the 35         
weeks ended October 4, 1997.  Accordingly, all consolidated           
financial statements prior to October 4, 1997, are not comparable     

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to the consolidated financial statements for periods after the        
implementation of fresh-start reporting.                              

In our opinion, the financial statements referred to above            
present fairly, in all material respects, the financial position      
of Edison Brothers Stores, Inc. and subsidiaries as of                
January 31, 1998, and the results of their operations and their       
cash flows for the 17 weeks ended January 31, 1998, and the 35        
weeks ended October 4, 1997, in conformity with generally             
accepted accounting principles.                                       

The accompanying financial statements have been prepared assuming     
that the Company will continue as a going concern.  As discussed      
in Note 2 to the consolidated financial statements, the Company       
has continued to suffer recurring losses which raises substantial     
doubt about the Company's ability to continue as a going concern.     
Management's plans in regard to these matters are also described    
in Note 2.  The financial statements do not include any               
adjustments that might result from the outcome of this                
uncertainty.                                                          

/s/Arthur Andersen LLP                                                

St. Louis, Missouri,                                                  
April 24, 1998                                              

REPORT OF ERNST & YOUNG LLP,                                          
INDEPENDENT AUDITORS                                                  

Stockholders and Board of Directors                                   
Edison Brothers Stores, Inc.                                          

We have audited the consolidated balance sheets of Edison             
Brothers Stores, Inc. (the Company and its principal operating        
subsidiaries in reorganization under Chapter 11 of the United         
States Bankruptcy Code since November 3, 1995, see Note 1 to the      
consolidated financial statements) as of February 1, 1997, and        
February 3, 1996, and the related consolidated statements of          
operations, common stockholders' equity (deficit), and cash flows     
for each of the three years in the period ended February 1, 1997.     
These financial statements are the responsibility of the            
Company's management.  Our responsibility is to express an            
opinion on these financial statements based on our audits.            

We conducted our audits in accordance with generally accepted         
auditing standards. Those standards require that we plan and          
perform the audit to obtain reasonable assurance about whether        
the financial statements are free of material misstatement.  An       
audit includes examining, on a test basis, evidence supporting        
the amounts and disclosures in the financial statements.  An          
audit also includes assessing the accounting principles used and      
significant estimates made by management, as well as evaluating       

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the overall financial statement presentation.  We believe that        
our audit provides a reasonable basis for our opinion.                

In our opinion, the financial statements referred to above            
present fairly, in all material respects, the consolidated            
financial position of Edison Brothers Stores, Inc. at February 1,     
1997, and February 3, 1996, and the consolidated results of its       
operations and its cash flows for each of the three years in the      
period ended February 1, 1997, in conformity with generally           
accepted accounting principles.                                       

The accompanying consolidated financial statements have been          
prepared on a going concern basis which contemplates continuity       
of the Company's operations and realization of its assets and         
payment of its liabilities in the ordinary course of business.        
As described more fully in Note 1, on November 3, 1995, Edison        
Brothers Stores, Inc. filed a voluntary petition for relief under     
Chapter 11 of the United States Bankruptcy Code and is currently      
operating its business as a debtor-in-possession under the            
supervision of the Bankruptcy Court.  The Chapter 11 filing was       
the result of violation of certain debt covenants, recurring          
operating losses, deterioration of vendor support, and cash flow      
problems.  These conditions raise substantial doubt about the         
Company's ability to continue as a going concern.  Management's       
plans to finance operating activities and further reorganize          
operations are also described in Notes 2 and 3.  The                  
appropriateness of using the going concern basis is dependent         
upon, among other things, approval of a plan of reorganization by     
the Bankruptcy Court, attainment by the Company of profitable         
future operations, and its ability to generate sufficient cash        
from operations and other financing sources to support its            
business activities.  As a result of the reorganization               
proceedings, the Company may sell or otherwise dispose of assets      
and liquidate or settle liabilities for amounts other than those      
reflected in the financial statements referred to above.              
Further, a plan of reorganization, as finally approved by the         
Bankruptcy Court, could materially change the amounts currently       
recorded.  The accompanying consolidated financial statements do      
not reflect further adjustments that might be necessary to the        
carrying value of assets and the amounts and classification of        
liabilities or stockholders' equity (deficit) as a consequence of     
these bankruptcy proceedings.                                         

As discussed in Note 1, in fiscal 1996, the Company charged its       
method of accounting for the impairment of long-lived assets and      
for long-lived assets to be disposed of.                              

/s/Ernst and Young LLP                                                

St. Louis, Missouri,                                                  
March 14, 1997                                              

                                                                · Download Table
                                                                           

CONSOLIDATED STATEMENTS OF OPERATIONS                                 
(Dollars in Millions, except per share data)                          

CAPTION                                                               

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                            As         Pre-Confirmation               
                            Reorganiz                                 
                            ed                                        
                                                  Year      Year      
                            17 Weeks   35 Weeks   Ended     Ended     
                            Ended      Ended      Februar   Februar   
                            January    October    y 1,      y 3,      
                            31, 1998   4, 1997    1997      1996      
                                                                      
Net Retail Sales              $ 336.1    $ 613.8   $1,090.4  $ 1,389.4
Costs and Expenses:                                                   
Cost of goods sold,              245.2      435.2    791.9   1,027.7  
occupancy and buying                                                  
expenses                                                              
Store operating and               82.3      174.2    276.3     343.7  
administrative expenses                                               
Depreciation and                  12.0       20.5     41.2      62.8  
amortization                                                          
Interest expense, net              4.9        4.3      2.4      25.2  
Restructuring and                  ---       44.7     36.3     167.1  
reorganization expenses                                               
Pension settlement gain            ---     (15.8)      ---       ---  
Impairment of long-lived           2.1        2.5     74.0       ---  
assets                                                                
Other operating expenses           3.9        6.0      8.1      14.0  
Total                            350.4      671.6  1,230.2   1,640.5  
Loss before income taxes,                                             
extraordinary item and the      (14.3)     (57.8)  (139.8)   (251.1)  
effects of fresh start                                                
adjustments                                                           
Income tax (benefit)               1.1        0.3      3.4    (29.1)  
provision                                                             
Loss before extraordinary                                             
item and the effects of         (15.4)     (58.1)  (143.2)   (222.0)  
fresh start adjustments                                               
Extraordinary item:                                                   
Gain on debt forgiveness           ---        8.3      ---       ---  
Fresh start adjustments            ---        2.9      ---       ---  
Net Loss                     $  (15.4)  $  (46.9)  $ (143.2)  $(222.0)

Net Loss Per Common Share                                             
Loss before extraordinary                                             
item and fresh start              $          $          $          $  
adjustments                     (1.51)     (2.62)   (6.46)   (10.06)  
Extraordinary item                 ---        .38      ---       ---  
Fresh start adjustments            ---        .13      ---       ---  
Net Loss per basic &              $          $          $          $  
diluted share                   (1.51)     (2.11)   (6.46)   (10.06)  
Basic & diluted average                                               
shares outstanding                10.2       22.2     22.2      22.1  
(millions)                                                            
<fn3>                                                                 
See accompanying notes.                                               
</fn3>                                                                
                                                                           
TABLE                                                                 

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CONSOLIDATED BALANCE SHEETS                                           
(Dollars in Millions, except per share data)                          
<CAPTION>                                                             

                                 As         Pre-
                                        Reorganize Confirmatio
                              d          n
                                        January 31 February 1,
                                 ,          1997
                      1998
<S>                                                                   
ASSETS                                                                

Current Assets:                                 <C>          <C>      
Cash and cash equivalents                     $   58.2     $ 125.6    
Investments                                        ---        78.5    
Merchandise inventories                          167.9       210.7    
Other current assets                              28.1        21.7    

 Total Current Assets                        254.2       436.5

Property and Equipment                           121.1       146.0    

Reorganization Value in Excess of                                     
Identifiable Assets, net of accumulated           28.4         ---    
amortization of $1.0                                                  

Other Assets                                      39.3        62.4    
 Total Assets                              $ 443.0     $ 644.9

LIABILITIES AND COMMON STOCKHOLDERS' EQUITY (DEFICIT)               

Current Liabilities:                                                  
Merchandise accounts payable                  $   43.2    $   50.7    
Expense accounts payable                          29.3        28.1    
Other current liabilities                         72.8        41.0    

 Total Current Liabilities                   145.3       119.8

Liabilities Subject to Settlement under            ---       508.3    
Reorganization Proceedings                                            

Long-Term Debt                                   127.7         ---    

Postretirement and Other Employee Benefits        46.7         ---    

Other Liabilities                                  1.6        18.9    
 Total Liabilities                           321.3       647.0

Common Stockholders' Equity (Deficit):                                
Common stock                                       0.1        22.2    
Capital in excess of par value                   130.5        76.9    
Common stock warrants                              7.0         ---    
Accumulated deficit                             (15.4)     (101.6)    
Foreign currency translation adjustment          (0.5)         0.4    
 Total Common Stockholders' Equity           121.7       (2.1)
(Deficit)                                                             

 Total Liabilities and Common              $ 443.0     $ 644.9

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Stockholders' Equity (Deficit)                                        
<fn4>                                                                 
See accompanying notes                                                

Common stock has a par value of $.01 and $1 per share at              
January 31, 1998, and February 1, 1997, respectively.  At             
January 31, 1998, 10,225,000 shares were outstanding (Note 13).       
At February 1, 1997, 22,201,778 shares were outstanding and           
5,352,454 were held in treasury.                                      
</fn4>                                                                
</TABLE>                                                              

                                                                · Download Table
                                                                           

CONSOLIDATED STATEMENTS OF CASH FLOWS                                 
(Dollars in Millions)                                                 

                                                                      
                              As         Pre-Confirmation             
                              Reorganiz                               
                              ed                                      
                                                    Year      Year    
                              17 Weeks   35 Weeks   Ended     Ended   
                              Ended      Ended      February  Februar 
                              January    October     1,       y 3,    
                              31, 1998   4, 1997    1997      1996    
                                                                      
Cash Flows from Operating                                             
Activities:                                                           
Net loss                       $ (15.4)   $ (46.9)  $(143.2)  $(222.0)
Adjustments to reconcile net                                          
loss to net cash provided by                                          
(used in) operating                                                   
activities:                                                           
Extraordinary item and fresh                                          
start adjustments                   ---     (11.2)       ---      --- 
Depreciation and                   12.0       20.5      41.2     62.8 
amortization                                                          
Restructuring and                   ---        3.3      11.7    111.3 
reorganization expenses                                               
Loss on disposal of property        1.5        3.1       ---      --- 
and equipment                                                         
Provision for deferred                                                
income taxes, net of                ---        ---       ---      4.5 
valuation allowance and                                               
acquisitions                                                          
Impairment of long-lived            2.1        2.5      74.0      --- 
assets                                                                
Pension settlement gain             ---     (15.8)       ---      --- 
Changes in assets and                                                 
liabilities, net of effects                                           
from acquisitions and                                                 
dispositions:                                                         
Merchandise inventories            37.2      (0.1)      39.9     71.0 
Other assets                        0.6        3.0      49.9   (16.8) 
Accounts payable, accrued                                             
expenses and other                  2.5        3.9       5.4     67.7 
liabilities                                                           

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Other                               ---        ---       6.6      6.9 
     Total Operating               40.5     (37.7)      85.5     85.4 
Activities                                                            

Cash Flows from Investing                                             
Activities:                                                           
Capital expenditures             (13.8)     (27.2)    (21.9)   (37.2) 
(Increase) decrease in              ---       78.5    (78.5)      --- 
investments                                                           
Net proceeds from disposal          ---        1.7       ---     17.1 
of subsidiaries                                                       
Payment for companies and                                             
assets purchased, net of            ---        ---       ---   (14.1) 
cash acquired                                                         
Other                               ---        0.9       0.8      2.7 
     Total Investing             (13.8)       53.9    (99.6)   (31.5) 
Activities                                                            

Cash Flows from Financing                                             
Activities:                                                           
Payments on liabilities           (5.8)     (96.9)       ---      --- 
subject to compromise                                                 
(Increase) decrease in              6.4     (17.6)       ---      --- 
senior note interest escrow                                           
Proceeds from prepetition           ---        ---       ---     60.0 
debt issuance                                                         
Net prepetition short-term          ---        ---       ---     11.4 
debt borrowings                                                       
Dividends on common stock           ---        ---       ---    (9.3) 
Other                               5.9      (2.3)       0.1      6.2 
     Total Financing                6.5    (116.8)       0.1     68.3 
Activities                                                            
Effect of exchange rate             ---        ---       ---    (9.6) 
changes on cash                                                       

Cash Provided (Used)               33.2    (100.6)    (14.0)    112.6 

Beginning cash and cash            25.0      125.6     139.6     27.0 
equivalents                                                           

Ending Cash and Cash            $  58.2  $    25.0  $  125.6   $ 139.6
Equivalents                                                           

Cash Payments (Receipts)                                              
for:                                                                  
Interest                       $    7.6     $  0.9    $  0.4     $23.9

Income taxes                   $    0.1     $ 0.1    $ (37.9)  $ (0.7)
<fn5>                                                                 
See accompanying notes                                                
</fn5>                                                                
                                                                           
                                                                · Download Table
                                                                     
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
(Dollars in Millions, except per share data)                    
                                                                
                                             Retaine            

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                              Capital Commo  d         Foreign  
                       Commo  in      n      earning   currency 
                       n      Excess  Stock  s         Translati
                       Stock  of      Warra  (accumu   on       
                              Par     nts    lated     Adjustmen
                              Value          deficit   t        
                                             )                  
                                                                
Balance at                                                      
January 28, 1995 _     $      $       $ --   $ 303.8   $ (15.1) 
Pre-Confirmation       22.0   76.5                              

Net loss               ---    ---     ---    (222.0)   ---      
Stock options                                                   
exercised and          0.1    0.2     ---    ---       ---      
employee benefit                                                
plans                                                           
Spin-off of            ---    ---     ---    (30.9)    ---      
subsidiary                                                      
Foreign currency                                                
translation            ---    ---     ---    ---       15.1     
adjustment                                                      
Dividends on common                                             
stock - $.42 per       ---    ---     ---    (9.3)     ---      
share                                                           

Balance at February    22.1   76.7    ---    41.6      ---      
3, 1996 _ Pre-                                                  
Confirmation                                                    

Net loss               ---    ---     ---    (143.2)   ---      
Employee benefit       0.1    0.2     ---    ---       ---      
plans                                                           
Foreign currency                                                
translation            ---    ---     ---    ---       0.4      
adjustment                                                      

Balance at February                                             
1, 1997 - Pre-         22.2   76.9    ---    (101.6)   0.4      
Confirmation                                                    

Net loss before                                                 
extraordinary item                                              
and the effect of      ---    ---     ---    (58.1)    ---      
fresh start                                                     
adjustments                                                     
Restricted stock       ---    0.1     ---    ---       ---      
Fresh start                                                     
adjustments and        (22.2  (77.0)  ---    159.7     ---      
extraordinary item     )                                        
New stock and warrant  0.1    130.5   7.0    ---       ---      
issuance                                                        
Foreign currency                                                
translation            ---    ---     ---    ---       (0.4)    
adjustment                                                      

Balance at October 4,                                           
1997 _ Emergence Date  0.1    130.5   7.0    ---       ---      

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Net loss               ---    ---     ---    (15.4)    ---      
Foreign currency                                                
translation            ---    ---     ---    ---       (0.5)    
adjustment                                                      

Balance at January                                              
31, 1998 - As          $      $ 130.5 $ 7.0  $         $  (0.5) 
Reorganized            0.1                   (15.4)             
<fn6>                                                           
See accompanying notes                                          
</fn6>                                                          
                                                                           
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            
(Dollars in Millions, except shares and per share data)               

Note 1:  Description of Business and Summary of Significant           
Accounting Policies                                                   

Business _ Edison Brothers Stores, Inc. (the _Company_) owns and      
operates chains of specialty retailing stores located in forty-       
seven states, the District of Columbia, Puerto Rico, the Virgin       
Islands, and Canada.  The Company conducts its principal              
operations in two segments, apparel and footwear.  On November 3,     
1995 (the _Petition Date_), the Company and 65 of its                 
subsidiaries (the _Debtors_) filed petitions for relief under         
Chapter 11 of the United States Bankruptcy Code (the _Bankruptcy      
Code_) in the United States Bankruptcy Court (the _Court_) in         
Wilmington, Delaware.  The Debtors' Amended Joint Plan of             
Reorganization (the _Plan_) was confirmed by the Court on             
September 9, 1997.  The Company emerged from Chapter 11 on            
September 26, 1997 (for financial reporting purposes, the             
effective _Emergence Date_ is October 4, 1997).  During the           
period from November 3, 1995, through September 26, 1997, the         
Company operated as debtor-in-possession.                             

Fiscal Year _ The Company's fiscal year ends on the Saturday          
closest to January 31.  References to 1996 and 1995 are to the 52     
weeks ended February 1, 1997, and 53 weeks ended February 3,          
1996, respectively.  References in 1997 to the new Reorganized        
Company are for the period from October 5, 1997, through              
January 31, 1998, and references to the Pre-Confirmation Company      
are for the period from February 2, 1997, to October 4, 1997.         

Fresh Start Accounting - The Company adopted Fresh Start              
Accounting as prescribed in _Statement of Position 90-7 of the        
American Institute of Certified Public Accountants,_ entitled         
_Financial Reporting by Entities in Reorganization under the          
Bankruptcy Code (SOP 90-7),_ which resulted in the creation of a      
new reporting entity without any accumulated deficit and              
restatement of the Company's assets and liabilities to their          
estimated fair market values (Note 4).  Because of the                
applications of Fresh Start Accounting, the financial statements      
for periods after reorganization are not comparable to the            
financial statements for periods prior to reorganization.  A          
black line has been drawn on the accompanying consolidated            
financial statements to distinguish between the Reorganized           
Company and the Pre-Confirmation Company.                             

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The accounting policies described below represent the accounting      
policies for all periods presented.                                   

Consolidation _ The financial statements include the accounts of      
all subsidiaries; intercompany accounts and transactions have         
been eliminated.                                                      

Income Taxes _ The liability method as described in Statement of      
Financial Accounting Standards (_SFAS_) No. 109, _Accounting for      
Income Taxes,_ is used to compute deferred income taxes resulting     
from temporary differences in the recognition of income and           
expense items for tax and financial reporting purposes.               

Interest Expense _Interest expense for the 17 weeks ended             
January 31, 1998, has been reduced by $.5 of interest income and      
in 1995 (prior to the Petition Date) interest expense has been        
reduced by $1.8 of interest income.  Interest income incurred         
during the period the Company operated as a debtor-in-possession      
is $5.9 for the 35 weeks ended October 4, 1997, $8.2 and $0.9 for     
1996 and 1995, respectively, is included in restructuring and         
reorganization expenses.                                              

Store Preopening and Closing Costs _ Store preopening costs are       
expensed as incurred.  Closing costs are accrued at the time the      
decision is made to close a store.                                    

Net Loss Per Common Share _ The Company adopted the provisions of     
SFAS 128, _Earnings Per Share,_ under which earnings per share is     
measured at two levels: basic earnings per share and diluted          
earnings per share.  The Company reported a loss for all years        
presented and, therefore, shares issuable under stock option          
plans are antidilutive.                                               

Cash and Cash Equivalents _ Short-term investments with               
maturities of three months or less at the time of purchase are        
reported as cash equivalents.                                         

Investments _ As of January 31, 1998, the Company had no              
investments.  Investments at February 1, 1997, consisted of U.S.      
government debt securities which mature in less than one year,        
and are classified as available-for-sale. The amortized cost,         
which approximates fair value, of these securities is adjusted        
for amortization of premiums and accretions of discounts to           
maturity. Amortization, interest and dividends are included as a      
reduction in interest expense or as a reduction in restructuring      
and reorganization expense.                                           

Merchandise Inventories _ Inventories are stated at the lower of      
cost or market, primarily determined by the retail inventory          
method.                                                               

Depreciation and Amortization - The Company utilizes the              
straight-line method of depreciation and amortization.  Property      
and equipment is amortized over the lesser of the estimated           
useful life of the asset or the life of the lease (Note 7).  The      
Company amortizes its Reorganization Value in Excess of               
Identifiable Assets (Note 4) over 10 years and the Fair Value of      

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Lease Rights (Note 8) over the remaining life of the respective       
leases.                                                               

Long-Lived Assets and Reorganization Value in Excess of               
Identifiable Assets _ SFAS 121, _Accounting for Long-Lived Assets     
and for Long-Lived Assets to be Disposed of,_ requires that           
long-lived assets be reviewed for impairment whenever events or       
changes indicate that the carrying amount of an asset may not be      
recoverable.  The Company considers such factors as management's      
plans for future operations, recent operating results and             
projected cash flows in evaluating an impairment (Note 7).            

Foreign Currency Translation - Assets and liabilities of the          
Company's foreign affiliates are translated at current exchange       
rates while revenues and expenses are translated at average rates     
prevailing during the year.  Translation adjustments are reported     
as a component of common stockholders' equity.                        

Estimates _ The preparation of financial statements in conformity     
with generally accepted accounting principles requires management     
to make estimates and assumptions that affect the reported            
amounts of assets and liabilities and revenues and expenses           
during the reporting period.  Actual amounts could differ from        
those estimates.                                                      

Reclassifications _ Certain prior-year items have been                
reclassified to conform to the current-year presentation.             

Effect of New Accounting Standards                                    

In 1997, the FASB issued SFAS No. 130, _Reporting Comprehensive       
Income,_ which requires that the amounts of certain items,            
including gains and losses on certain securities, be reported in      
the enterprise's financial statements, and SFAS No. 131,              
_Disclosures about Segments of an Enterprise and Related              
Information,_ which establishes annual and interim reporting and      
disclosure standards for an enterprise's operating segments.          
Adoption of these statements will not significantly impact the        
Company's consolidated financial position, results of operations      
or cash flows, and will be limited to the form and content of its     
disclosures.  Both statements are effective commencing in the         
1998 fiscal year.                                                     

Note 2:  Going Concern                                                

The accompanying consolidated financial statements have been          
prepared on a going concern basis, which assumes continuity of        
operations and realization of assets and liquidation of               
liabilities in the ordinary course of business.                       

As shown in the accompanying statement of operations, the Company     
incurred a net loss of $15.4 million in the 17 weeks since it         
emerged from bankruptcy.  In order to improve the Company's           
operating results, management has, over the last several months,      
defined certain aspects of its new business strategy, including       
an improved focus on merchandise selection and reorganization of      
certain operational functions.  The Company has consolidated the      

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key support functions of store management, merchandise planning       
and allocation and marketing in order to better leverage critical     
skills and reduce costs.  Additionally, the Company has recently      
reduced the staffing in its headquarters office by approximately      
15%.                                                                  

The Company's ability to improve its financial position will be       
influenced by, among other things, store sales performance and        
operating results, the overall apparel and footwear retailing         
environment, general economic conditions and customer response to     
its new merchandising strategies and continued cost reductions.       
The Company's ability to continue operations as a going concern       
is dependent upon its ability to generate sufficient cash flow        
and earnings to meet its obligations on a timely basis, to comply     
with the terms of its financing agreements (Note 12), and to          
obtain additional financing or refinancing as may be required in      
the future.                                                           

Note 3:  Reorganization                                               

On November 3, 1995, the Company filed a voluntary petition for       
relief under Chapter 11 of the U.S. Bankruptcy Code and operated      
its business as a debtor-in-possession under the supervision of       
the Bankruptcy Court from November 3, 1995, to September 26,          
1997.  On September 9, 1997, the Bankruptcy Court entered an          
order confirming the Company's Plan of Reorganization.  The           
Company emerged from Chapter 11 on September 26, 1997 (for            
financial reporting purposes, the effective Emergence Date is         
October 4, 1997).                                                     

The Plan provided for general unsecured creditors to receive:         
(i) $99.0 ($96.9 distributed to creditors and $2.1 distributed to     
the Limited Liability Companies established pursuant to the           
Plan); (ii) 10 year, 11% unsecured notes in the principal amount      
of $120 (with approximately the first three years of interest         
pre-funded and no scheduled principal payments until maturity in      
2007) (_Senior Notes_); (iii) 10,000,000 shares of new common         
stock of the Company (_New Common Stock_); (iv) title to the          
Company's headquarters building in downtown St. Louis (_Corporate     
Headquarters Building_), which the Company continues to occupy        
(Note 11); and (v) $51.2 from the Company's pension plan less any     
taxes and other expenses attributable to the termination of the       
pension plan (_Pension Plan Proceeds_).  The Company also             
terminated its pension plan as of May 31, 1997, and has               
established a replacement plan effective January 1, 1998              
(Note 10).                                                            

All of the Company's shares of common stock existing at the           
Emergence Date were cancelled.  The Plan provided for holders of      
equity interests in the Company existing as of the Emergence Date     
to receive eight-year warrants to purchase a total of                 
approximately nine percent of the New Common Stock at an exercise     
price of $16.40 (Note 13).                                            

                                                                · Download Table
                                                                      

Liabilities Subject to Settlement under Reorganization           
Proceedings                                                      

The principal categories of claims classified as liabilities     
subject to settlement under reorganization proceedings are       
identified below.                                                
                                                                 
                                               Pre-Confirmation  
                                               35 Weeks   Februar
                                               Ended      y 1,   
                                               October    1997   
                                               4, 1997           
                                                                 
Long-term senior notes payable                   $ 150.0  $ 150.0
Notes payable _ banks                              205.9    205.9
Cash set-off applied to debt                       (3.6)    (3.6)
Capital lease obligations                            8.4     12.4
Accrued interest payable                             4.6      4.3
Deferred debt costs                                (4.3)    (4.3)
Postretirement and other employee benefits           ---     47.7
(Note 10)                                                        
Accounts payable                                    37.3     36.1
Lease termination claims                            44.6     42.8
Taxes                                                3.8      6.0
Other                                                4.2     11.0
Distributions and debt forgiveness               (450.9)      ---

Total liabilities subject to settlement under    $   ---  $ 508.3
reorganization proceedings                                       

                                                                           
Prior to the bankruptcy filing and certain agreements, the            
Company's debt consisted of $150.0 of senior notes held by            
various institutional lenders.  The unsecured senior notes had        
maturities from 7 to 15 years, with interest rates ranging from       
7.09% to 8.04%.  The Company also had outstanding borrowings          
under a $125.0 revolving credit facility, as well as $80.9 of         
short-term and demand notes under uncommitted bank lines with         
varying interest rates and maturity dates.  In addition, the          
Company had $8.4 in capital lease obligations relating to its         
Washington, Missouri distribution center.                             

During 1995, the Company entered into override agreements with        
its existing lenders.  The override agreements covered existing       
1995 financial covenants and deferred principal repayments            
otherwise due December 1, 1995.  Furthermore, the Company's           
primary existing letter of credit bank agreed to continue to          
provide letters of credit through the override period.  In            
exchange for these concessions, the Company paid a one-time           
forbearance fee of $3.6 and agreed to increase the interest rate      
on the outstanding debt to 9.75%.                                     

Contractual interest related to the above debt not paid or            
accrued was $23.6 for the 35 weeks ended October 4, 1997, $35.0       
and $9.1 for the years ended 1996 and 1995, respectively.             

During 1997, postretirement benefit accruals of $42.2 and pension     
accruals of $5.5 were reclassified from liabilities subject to        

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settlement under reorganization proceedings to other noncurrent       
liabilities.  Under the Plan, the Company has assumed these           
liabilities, subject to the Company's ability to amend or             
otherwise modify these plans (Note 10).                               

As part of the Chapter 11 reorganization process, the Company         
attempted to notify all known or potential creditors of the           
Filing for the purpose of identifying all prepetition claims          
against the Company.  Generally, creditors whose claims arose         
prior to the Petition Date had until August 1, 1996, to file          
claims or be barred from asserting claims in the future.  Claims      
arising from rejection of executory contracts by the Company on       
or after July 1, 1996, and claims related to certain other items      
were permitted to be filed by other dates set by the Bankruptcy       
Court.                                                                

Pursuant to the an order of the Bankruptcy Court dated May 13,        
1997, the assets and liabilities of the Debtors were deemed to be     
substantively consolidated for purposes of the Plan.  As a            
result, among other things, for purposes of the Plan, all             
duplicative claims against the Debtors were consolidated and all      
guarantee and similar claims were eliminated.  Substantive            
consolidation, however, does not affect, among other things, the      
separate legal and corporate structure of the individual Debtors.     

                                                                · Download Table
                                                                      

Restructuring and Reorganization                                 

The Company recorded restructuring and reorganization expenses in
accordance with SOP 90-7 prior to emergence from Chapter 11.     
Restructuring and reorganization expenses are summarized below:  
                                                                 
                                 Pre-Confirmation                
                                 35 Weeks   Year        Year     
                                 Ended      ended       ended    
                                 October    February    February 
                                 4, 1997    1, 1997     3, 1996  
                                                                 
Payroll and related expenses         $ 15.8    $   5.6    $   ---
Consulting fees                        13.0       15.4        2.2
Legal fees                              6.2        4.4        1.5
Estimated costs of store                5.4       13.7      101.6
closings                                                         
Relocation and other                    4.2        1.1        ---
facility-related expenses                                        
Loss on sale of subsidiaries            0.3        0.9       33.0
Interest income                       (5.9)      (8.2)      (0.9)
Accelerated goodwill                    ---        ---       15.1
amortization                                                     
Other                                   5.7        3.4       14.6
Total restructuring and              $ 44.7     $ 36.3    $ 167.1
reorganization expenses                                          

                                                                           
Note 4:  Fresh Start Accounting and Reporting                         

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Pursuant to SOP 90-7, the Company adopted Fresh Start Accounting      
which resulted in the creation of a new reporting entity.  Also,      
the Company's assets and liabilities were recorded at estimated       
fair market value as of the Emergence Date.                           

As a result of the implementation of Fresh Start Accounting, the      
financial statements of the Reorganized Company are not               
comparable to the financial statements of the Pre-Confirmation        
Company.                                                              

The new common stock issued on the Emergence Date has been            
recorded at the value contained in the Plan of $137.6 million and     
represented the Company's estimated enterprise value less the         
fair value of its debt.                                               

The difference between the value of the Company's stock and the       
fair value of assets and liabilities as of the Emergence Date was     
$29.4 and is reflected as Reorganization Value in Excess of           
Identifiable Assets in the accompanying balance sheet.                

                                                                · Download Table
                                                                         

The Reorganization and the adoption of Fresh Start Accounting       
resulted in the following adjustments to the Company's condensed    
consolidated balance sheet as of October 4, 1997:                   
                                                                    
               October 4, 1997                                      
                           Debt       Fresh      Other      As      
               Pre-        Forgivene  Start      Adjustmen  Reorgan 
               Confirmati  ss (a)     Adjustmen  ts (c)     ized    
               on                     ts (b)                        
                                                                    
ASSETS                                                              

Total Current     $ 368.6        $      $  (5.8)     $ 63.3  $ 327.1
Assets                        (99.0)                                

Assets Held          10.8        ---         ---     (10.8)      ---
for Sale                                                            
Escrowed              ---        ---        (.4)       10.8     10.4
Assets                                                              
Property and                                                        
Equipment, net      140.8     (19.8)         ---        ---    121.0
Intangible            ---        ---         ---        5.2      5.2
Assets, net                                                         
Reorganization                                                      
Value in                                                            
Excess of             ---        ---         ---       29.4     29.4
Identifiable                                                        
Assets                                                              
Prepaid              58.6        ---        24.3     (63.3)     19.6
Pension                                                             
Expense                                                             
Other Assets          9.7        ---       (3.3)        ---      6.4
Total Assets      $ 588.5  $ (118.8)      $ 14.8     $ 34.6  $ 519.1
LIABILITIES                                                         
AND COMMON                                                          
STOCKHOLDERS'                                                       
EQUITY                                                              

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(DEFICIT)                                                           

Total Current     $ 133.9     $           $ 12.7     $ 50.6  $ 206.1
Liabilities                      8.9                                

Liabilities                                                         
Subject to                                                          
Settlement                                                          
under               450.9    (400.3)         ---     (50.6)      ---
Reorganization                                                      
Proceedings                                                         
Long-Term Debt        1.3      126.7         ---        ---    128.0
Postretirement                                                      
and Other            48.0        ---       (1.4)        ---     46.6
Employee                                                            
Benefits                                                            
Other                14.5        ---         0.6     (14.3)       .8
Liabilities                                                         
Common                                                              
Stockholders'                                                       
Equity                                                              
(Deficit):                                                          
Common Stock         22.2         .1         ---     (22.2)      0.1
Capital in                                                          
excess of par        77.0      130.5         ---     (77.0)    130.5
value                                                               
Common stock                                                        
warrants              ---        7.0         ---        ---      7.0
Accumulated       (159.7)        8.3         2.9      148.5      ---
deficit                                                             
Foreign                                                             
currency                                                            
translation                                                         
adjustment and        0.4        ---         ---      (0.4)      ---
other                                                               
Total                                                               
Liabilities                                                         
and Common                                                          
Stockholders'     $ 588.5  $ (118.8)      $ 14.8     $ 34.6  $ 519.1
Equity                                                              
(Deficit)                                                           

<fn7>                                                               
(a)  Records the discharge of indebtedness pursuant to the Plan.    
 Liabilities Subject to Settlement under Reorganization             
Proceedings of $450.9 were reduced by new equity of $137.6,         
Senior Note and other long-term debt of $126.7, cash payments of    
$96.9 and other settlements.  The excess of indebtedness            
eliminated over the fair value of securities issued in settlement   
of those claims, $8.3, is reflected as an extraordinary item in     
the 35 weeks ended October 4, 1997.                                 

(b)  Adjustments made to record assets and liabilities at           
estimated fair market values.  Significant adjustments include      
the termination of the old pension plan (settlement gain less       
excise taxes and income taxes) which resulted in a $2.9 credit      
for the 35 weeks ended October 4, 1997.                             

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(c)  Adjustments to reflect the elimination of the remaining        
deficit in stockholders' equity after the adjustments arising       
from (a) and (b) above and to reflect the associated excess of      
reorganization value over amounts allocable to identifiable         
assets.  Also reflects the termination of the Company's pension     
plan pursuant to the Plan and capitalization of favorable lease     
rights related to the transfer of the Corporate Headquarters        
Building and store locations.                                       
</fn7>                                                              
                                                                           
Note 5:  Income Taxes                                                 

                                                                · Download Table
                                                                       
The provision (benefit) for income taxes consists of:             
                                                                  
                       As         Pre-Confirmation                
                       Reorganiz                                  
                       ed                                         
                       17 Weeks   35 Weeks   Year       Year      
                       Ended      Ended      Ended      Ended     
                       January    October    February   February  
                       31, 1998   4, 1997    1, 1997    3, 1996   
                                                                  
Current expense                                                   
(benefit):                                                        
Federal                    $ 0.7      $ ---    $   0.5    $ (35.6)
Foreign                      0.2        ---        0.7         0.3
State and local              0.2        0.3        2.5         1.7
Deferred expense           (4.8)        3.1     (13.5)      (39.0)
(benefit)                                                         
Deferred tax                 4.8      (3.1)       13.2        43.5
valuation allowance                                               
Total provision            $ 1.1     $  0.3    $   3.4    $ (29.1)
(benefit)                                                         
                                                                           
                                                                · Download Table
                                                                       
Significant components of the deferred tax liabilities and assets 
in the consolidated balance sheets are as follows:                
                                                                  
                                            As         Pre-       
                                            Reorganiz  Confirmati 
                                            ed         on         
                                            January    February   
                                            31,        1,         
                                            1998       1997       
                                                                  
Accelerated depreciation                       $   3.4     $   4.9
Pension income                                     4.3        15.6
Other                                              1.4         2.6
Total deferred tax liabilities                     9.1        23.1
Inventory capitalization                           4.0         5.2
Rent expense accruals                              0.3         6.3
Postretirement benefits                           16.2        16.6
Restructuring reserves                             1.8        17.9
Net operating loss carryforward                   28.0        13.8
Other                                             17.2        20.0
Total deferred tax assets                         67.5        79.8
Less:  Deferred tax valuation allowance           58.4        56.7

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Net deferred tax asset                           $ ---       $ ---
                                                                           
During 1997 and 1996, the Company concluded that it likely would      
not be able to realize its deferred tax assets.  Accordingly,         
allowances against the net deferred tax asset balance of $58.4        
and $56.7, respectively, and are reflected in the consolidated        
financial statements.                                                 

                                                                · Download Table
                                                                      
Reconciliation of federal statutory rates to effective income tax
rates:                                                           
                                                                 
                       As         Pre-Confirmation               
                       Reorganiz                                 
                       ed                                        
                       17 Weeks   35 Weeks   Year       Year     
                       Ended      Ended      Ended      Ended    
                       January    October    February   February 
                       31, 1998   4, 1997    1, 1997    3, 1996  
                                                                 
Federal corporate      (35.0%)    (35.0%)    (35.0%)    (35.0%)  
statutory rate                                                   
State and local                                                  
income taxes, net of   1.4        0.5        0.5        (0.4)    
federal benefit                                                  
Goodwill amortization  2.4        ---        4.5        3.3      
and write off                                                    
Increase in net                                                  
operating loss                                                   
carryforwards and      32.6       35.0       32.4       17.3     
change in valuation                                              
allowance                                                        
Other                  6.3        ---        ---        3.2      
Actual tax expense     7.7%       0.5%       2.4%       (11.6%)  
(benefit)                                                        
                                                                           
Pretax earnings from foreign subsidiaries were $2.9 in 1997, $1.9     
in 1996 and $0 in 1995.                                               

As of January 31, 1998, the Company had a net operating loss          
carryforward for federal income tax purposes of approximately         
$71.4, which is available to offset future taxable income through     
2013.  The Company also had a capital loss carryforward for           
federal income tax purposes of $11.9 which is available to offset     
future capital gains through 2001.  In addition, the Company had      
an alternative minimum tax credit carryforward of approximately       
$1.4, which is available to reduce future regular income taxes        
over an indefinite period.  Implementation of the Company's plan      
of reorganization may significantly reduce the various                
carryforward items.                                                   

The Company is currently undergoing an examination by the             
Internal Revenue Service (_IRS_) of its income tax returns for        
1992 through 1996.  Also, the IRS has asserted deficiencies           
against the income tax returns of the Company for the tax years       
1986 through 1991, which the Company is contesting.  The Company      
believes that the ultimate resolution of these matters will not       
have a material adverse impact on its financial condition.            

TABLE                                                                 

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Note 6:  Other Current Assets                                         

Components of other current assets include:                           
<CAPTION>                                                             
                                    As          Pre-
                                          Reorganize  Confirmati
                                  d           on
                                        January     February
                                  31,         1,
                                    1998        1997
<S>                                          <C>         <C>          
Prepaid expenses                             $ 13.7      $ 16.1       
Senior note interest escrow (Note 12)        11.2        ---          
Other                                        3.2         5.6          
Other Current Assets                         $ 28.1      $ 21.7       

</TABLE>                                                              

Note 7:  Property and Equipment                                       

                                                                · Download Table
                                                                       
Property and equipment are stated at cost as follows:             
                                                                  
                                   Estimat                        
                                   ed        As         Pre-      
                                   Useful    Reorganiz  Confirmati
                                             ed         on        
                                   Life      January    February  
                                             31, 1998   1, 1997   
                                                                  
Land                               ---       $ 1.8      $  4.9    
Buildings                          10-47     6.0        24.0      
                                   years                          
Leasehold improvements             1-15      67.6       170.3     
                                   years                          
Furniture and equipment            3-8       52.8       137.3     
                                   years                          
Property held under capital leases 10-50     2.3        9.6       
                                   years                          
Total cost                                   130.5      346.1     
Accumulated depreciation and                 (9.4)      (200.1)   
amortization                                                      
Property and equipment                       $ 121.1    $ 146.0   

                                                                           
Depreciation and amortization expense was $10.1 for the 17 weeks      
ended January 31, 1998, $20.4 for the 35 weeks ended October 4,       
1997, and $35.3 and $52.1 for fiscal years 1996 and 1995,             
respectively.                                                         

During 1996, the Company implemented SFAS 121, _Accounting for        
Long-Lived Assets and for Long-Lived Assets to be Disposed of._       
Provisions made for impairments of long-lived assets were as          
follows:                                                              

                                                                · Download Table
                                                                    
CAPTION                                                        

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                                 As         Pre-Confirmation   
                                 Reorganiz                     
                                 ed                            
                                 17 Weeks   35 Weeks   Year    
                                 Ended      Ended      Ended   
                                 January    October    February
                                 31, 1998   4, 1997    1, 1997 
                                                               
Assets held for sale (corporate  $ ---      $ ---      $   4.8 
land and buildings)                                            
Buildings                        ---        ---        21.5    
Furniture, equipment and         2.1        2.3        5.3     
leasehold improvements                                         
Intangibles                      ---        0.2        42.4    
Impairment of long-lived assets  $   2.1    $   2.5    $ 74.0  
                                                                           
Note 8:  Other Assets                                                 

                                                                · Download Table
                                                                       

Components of other assets include:                               

                                                                  

                                             As         Pre-      
                                             Reorganiz  Confirmati
                                             ed         on        
                                             January    February  
                                             31,        1,        
                                             1998       1997      
                                                                  
Assets held for senior note interest escrow  $ 10.3     $ 10.9    
Intangible assets, net of accumulated        4.3        ---       
amortization of $1.0                                              
Prepaid pension expense (Note 9)             16.3       41.3      
Other                                        8.4        10.2      
Other Assets                                 $ 39.3     $ 62.4    

                                                                           
Pursuant to the Plan, the Company transferred assets held for         
sale into an escrow account.  The escrow assets consist of            
corporate properties, some of which are no longer used by the         
Company. Proceeds from the sale of these escrowed assets will be      
used to pay interest obligations on the Senior Notes (Note 12).       

Intangible assets consists of favorable lease rights for the          
Corporate Headquarters Building and store locations, and are          
being amortized over the remaining life of the leases.                

                                                                · Download Table
                                                                       

Note 9:  Other Current Liabilities                                

Components of other current liabilities includes:                 

                                                                  
                                           As          Pre-       

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                                           Reorganiz   Confirmatio
                                           ed          n          
                                           January 31  February 1,
                                           1998        1997       
                                                                  
Assumed prepetition reclamation            $   3.0     $  --      
Accrued payroll and vacations              10.2        10.7       
Other taxes                                28.2        5.7        
Other                                      31.4        24.6       
Other Current Liabilities                  $ 72.8      $ 41.0     

                                                                           
Other taxes as of January 31, 1998, include $12.7 in excise taxes     
and $7.0 of income taxes related to the termination of the Old        
Pension Plan (Note 10).                                               

Note 10:  Postretirement and Other Employee Benefits                  

On May 31, 1997, the Company's qualified pension plan existing as     
of that date (the _Old Plan_) was terminated and a new qualified      
plan (the _New Plan_) was implemented effective January 1, 1998.      
Participants receiving benefits under the Old Plan received         
annuity contracts purchased on their behalf.  All participants        
who were not receiving benefits under the Old Plan were fully         
vested upon termination of the Old Plan.  Such participants had       
the option to have the net present value of their vested benefits     
transferred into the New Plan, or converted into an annuity           
contract.  The Company, as a result of purchasing annuities for       
retirees, recorded a pension settlement gain of $15.8 net of          
excise taxes which is included in the consolidated statement of       
operations for the 35 weeks ended October 4, 1997.                    

The New Plan covers employees who have met certain age and            
service eligibility requirements.  Qualified employees receive an     
age-based credit calculated as a percentage of prior year             
earnings.  Interest is credited to participant accounts at the        
average yield on 10-year U.S. Treasury securities.                    

In determining the actuarial present value of projected future        
benefits for the 17 and 35 weeks of 1997 and for fiscal years         
1996 and 1995, the weighted-average discount rate was 7.25%, 7.5%     
and 7.0%, respectively, and the rate of increase in future            
compensation levels was assumed to be 5.65% for each such period.     
For the 17 and 35 weeks of 1997 and fiscal years 1996, and 1995,    
the assumed rate of return on assets was 7.5%, 9.5% and 9.5%,         
respectively.  Plan assets consist primarily of equity and fixed      
income securities.                                                    

                                                                · Download Table
                                                                        

The plans' funded status was as follows:                           

                                                                   
                                              (New       (Old Plan)
                                              Plan)      Pre-      
                                              As         Confirmati

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                                              Reorganiz  on        
                                              ed                   
                                              January    February  
                                              31, 1998   1, 1997   
                                                                   
Actuarial present value:                                           
Vested benefit obligation                     $ 21.3     $   45.8  
Nonvested benefit obligation                  ---        3.4       
Accumulated benefit obligation                21.3       49.2      
Projected benefit obligation (PBO)            23.0       60.0      
Plan assets at market value                   38.9       137.9     
Plan assets in excess of PBO                  15.9       77.9      
Unrecognized net asset existing at year-end   0.4        (36.6)    
Prepaid pension expense                       $ 16.3     $   41.3  

                                                                           
                                                                · Download Table
                                                                        

Net pension (income) expense includes the following components:    

                                                                   
                                As         Pre-Confirmation        
                                Reorganiz                          
                                ed                                 
                                17 Weeks   35 Weeks  Year    Year  
                                Ended      Ended     Ended   Ended 
                                January    October   1996    1995  
                                31, 1998   4, 1997                 
                                                                   
Service cost                    $  0.6     $  1.6    $       $     
                                                     1.9     1.5   
Interest cost                   0.4        2.3       4.2     3.5   
Actual return on assets         (0.5)      (10.5)    (24.3)  (30.7)
Net amortization and deferrals  (0.2)      4.0       13.6    21.5  
Net pension (income) expense    $  0.3     $  (2.6)  $       $     
                                                     (4.6)   (4.2) 

                                                                           
The Company provides supplemental pension benefits under non-         
qualified plans which are not funded.  The total liability for        
these plans was $5.2 as of January 31, 1998, and $5.5 as of           
February 1, 1997.  Net pension expense for these plans was $.1        
for the 17 weeks ended January 31, 1998, $.6 for the 35 weeks         
ended October 4, 1997, and $1.1 and $1.0 for fiscal years 1996        
and 1995, respectively.  The non-qualified pension liability is       
classified as liabilities subject to settlement under                 
reorganization proceedings as of February 1, 1997, and included       
in postretirement and other employee benefits as of January 31,       
1998.                                                                 

The Company provides an employee savings plan that permits            
employees to make contributions in accordance with Internal           
Revenue Code Section 401(k).  Employees who meet age and service      
requirements are eligible to participate by contributing up to        
15% of their pretax compensation or the dollar threshold              
established by the Internal Revenue Service.  For 1997, 1996 and      
1995, the Company matched a portion of the employee's                 

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contribution under a predetermined formula based on the Company's     
return on equity.  Beginning January 1, 1997, the Company             
matches, with cash, 25 cents for every dollar a participant           
saves, up to 6% of his or her annual pay.  The Company's expense      
related to the plan was $.2 for the 17 weeks ended January 31,        
1998, $.4 for the 35 weeks ended October 4, 1997, $.4 for fiscal      
1996, and $.2 for fiscal 1995.                                        

The Company at its discretion provides a defined-dollar benefit       
health and life plan to its retirees and their eligible spouses       
and dependents.  To qualify, generally an employee must retire at     
age 55 or later with at least 15 years of credited service under      
the pension plan.  The health care portion of the plan is             
contributory, with retiree contributions subject to an annual         
adjustment.  The life insurance portion of the plan is                
noncontributory.  The Company funds, as needed, plan costs in         
excess of retiree contributions.  The Company has reserved the        
right to modify or terminate these benefits.                          

                                                                · Download Table
                                                                      

The Company's accrued benefit costs for postretirement benefits  
are as                                                           
follows:                                                         

                                                                 
                                            As         Pre-      
                                            Reorganiz  Confirmati
                                            ed         on        
                                            January    February  
                                            31,        1,        
                                            1998       1997      
                                                                 
Accumulated postretirement benefit                               
obligation:                                                      
Retirees                                    $ 29.0     $ 35.7    
Fully-eligible active plan participants     1.6        1.9       
Other active plan participants              3.2        3.3       
Unrecognized net gain                       6.8        1.4       
Prior service cost                          1.2        ---       
Accrued contributions                       (0.3)      (0.1)     
Accrued postretirement benefit cost         $ 41.5     $ 42.2    

                                                                           
The accrued benefit cost was classified as liabilities subject to     
settlement under reorganization proceedings as of February 1,         
1997.                                                                 

                                                                · Download Table
                                                                    

Postretirement benefit expense consists of:                    

                                                               
                      As         Pre-Confirmation              
                      Reorganiz                                
                      ed                                       
                      17 Weeks   35 Weeks   Year       Year    
                      Ended      Ended      Ended      Ended   

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                      January    October    February   February
                      31, 1998   4, 1997    1, 1997    3, 1996 
                                                               
Service cost          $ 0.1      $ 0.1      $ 0.2      $ 0.2   
Interest cost         0.8        2.2        3.1        3.2     
Postretirement        $ 0.9      $ 2.3      $ 3.3      $ 3.4   
benefit expense                                                

                                                                           
The weighted average health care cost trend rate used in              
measuring the accumulated postretirement benefit obligation is        
7.5% for 1998, declining gradually to 5% by the year 2003 and         
remaining at that level thereafter.  A 1% increase in the assumed     
health care cost trend rate would increase the accumulated            
postretirement benefit obligation by $1.3 as of January 31, 1998,     
and the net periodic postretirement benefit cost the 35 weeks         
ended October 4, 1997, and the 17 weeks ended January 31, 1998,       
by $0.1.  The weighted average discount rate used in determining      
the accumulated postretirement benefit obligation was 7.25% and       
7.50% as of January 31, 1998, and February 1, 1997, respectively.     

Note 11:  Leases                                                      

Most of the Company's store operations are conducted in leased        
premises.  Some of the leases include options for renewal or          
extension on various terms.  Additionally, as part of the Plan,       
the Company entered into a three year lease with renewal options      
for the Corporate Headquarters Building. Minimum rentals for          
operating leases were $29.1 for the 17 weeks ended January 31,        
1998, $59.1 for the 35 weeks ended October 4, 1997 and $101.2 and     
$136.3 for fiscal years 1996 and 1995, respectively.  Additional      
percentage rentals based on retail sales were $.4 for the 17          
weeks ended January 31, 1998, $1.0 for the 35 weeks ended             
October 4, 1997, $2.0, and $3.5 for fiscal years 1996 and 1995,       
respectively.  Most leases also require the payment of common         
area expenses and real estate taxes.                                  

                                                                · Download Table
                                                               

                                                          

Future minimum lease payments at January 31, 1998, were as
follows:                                                  

                                                          
      1998                                      $         
                                                80.2      
      1999                                      71.8      
      2000                                      60.6      
      2001                                      46.8      
      2002                                      34.8      
      Thereafter                                57.3      
      Total future minimum lease payments       $351.     
                                                5         

                                                                           
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Note 12:  Financing Arrangements                                      

SENIOR NOTES                                                          

Pursuant to the Plan, the Company issued senior notes in the          
aggregate principal amount of $120 due on September 26, 2007          
(_Senior Notes_).  The Senior Notes bear interest at a fixed rate     
of 11% per annum from July 31, 1997, payable semi-annually on         
January 31 and July 31 of each year, commencing January 31, 1998.     
At January 31, 1998, the estimated fair value of the Senior         
Notes was $112.8.  To secure the payment of approximately the         
first three years of interest on the Senior Notes, the Company,       
entered into a Funding Escrow Agreement.  Additionally, the           
Company transferred assets held for sale into the escrow account      
(Note 6 and Note 8).                                                  

The Senior Notes may be redeemed, at the option of the Company,       
in increments of not less than $5 at the following Redemption         
Prices (expressed as percentages of the principal amount):            

Emergence Date through June 30, 1998          100% of par 
July 1, 1998 through June 30, 1999104% of par             
July 1, 1999 through June 30, 2000103% of par             
July 1, 2000 through June 30, 2001102% of par             
July 1, 2001 through June 30, 2002101% of par             
July 1, 2002 through September 26, 2007       100% of par 

In the event a change in control occurs (as defined in the Trust      
Indenture and First Supplemental Trust Indenture (together, the       
_Indenture_) pursuant to which the Senior Notes were issued),         
each Senior Note holder may, at the option of the holder, require     
the Company to repurchase all or any of such holder's Senior          
Notes at a price equal to 101% of par plus accrued interest.  In      
the event the Company makes extraordinary asset sales (as defined     
in the Indenture) and if the net proceeds thereof not otherwise       
required to be paid to other lenders exceeds $5, 50% of such net      
sale proceeds must be used to pay principal under the Senior          
Notes.                                                                

The Indenture limits, without prior consent, the incurrence of        
new indebtedness and liens, disposition of assets and the payment     
of dividends.  As of January 31, 1998, the Company was in             
compliance with these covenants.                                      

CREDIT FACILITY                                                       

At the Emergence Date, the Company entered into a loan agreement      
with Congress Financial Corporation as agent (the _Agent_) and        
the CIT Group/Business Credit, Inc. as co-agent for a $200            
revolving credit facility secured by inventory and other related      
assets, to fund ongoing working capital needs and to provide          
letter of credit financing (the _Credit Facility_).  The Credit       
Facility has a sublimit of $150 for the issuance of letters of        
credit.  The Credit Facility is intended to provide the Company       
with the cash and liquidity to conduct its operations and expires     
on September 26, 2002.                                                

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At the Company's option, the Company may borrow under the Credit      
Facility at the Prime Rate (as defined in the Credit Facility),       
or at the Eurodollar Rate (as defined in the Credit Facility)         
plus 2.25%.  The borrowing rate as of January 31, 1998, was 8.5%.     

The maximum borrowing, up to $200, is limited to 60% of the value     
of eligible inventory (as defined in the Credit Facility) or 85%      
of the Net Recovery Cost Percentage of the inventory (as defined      
in the Credit Facility) multiplied by the cost of eligible            
inventory, plus 95% of the aggregate amount of cash held by the       
Agent as collateral, less any availability reserves established       
by the Agent.  During the period commencing August 1 through and      
including December 15 of each year, the borrowing limit               
calculation uses 70% of eligible inventory and 100% of the Net        
Recovery Cost Percentage.                                             

The Company is required to pay an unused line of credit fee of        
.375% per annum.                                                      

The Credit Facility as amended, contains covenants including,         
among other restrictions, a limitation on store closings,             
limitations on the incurrence of additional liens and                 
indebtedness, limitations on sales of assets, required minimum        
adjusted net worth, as defined, and a prohibition on paying           
dividends.                                                            

As of January 31, 1998, there were no outstanding borrowings          
under the Credit Facility.  Outstanding letters of credit were        
$98.8 and available borrowings were $43.1, excluding excess           
letters of credits related to the Company's previous credit           
facility of $40.3.  The weighted average of outstanding               
borrowings and average interest rate was $6.6 and 8.5%,               
respectively, for the 17 weeks ended January 31, 1998.  On            
April 13, 1998, the Credit Facility was amended to reduce the         
minimum net worth requirement from $100 million to $70 million        
during the period January 31, 1998, to February 3, 2001.              

Other                                                                 

The Company has outstanding promissory notes of $6.7, bearing         
interest at rates between 6.25% and 6.5%.  Certain of these notes     
contain a put option, exercisable on January 1, 2000 and on each      
January 1 thereafter, whereby, at the option of the noteholders,      
the Company would be required to redeem in full the then              
outstanding principal.                                                

Note 13:  Common Stock                                                

The Reorganized Company is authorized to issue 100,000,000 shares     
of common stock.  At January 31, 1998, 9,291,900 shares had been      
issued.  Approximately 933,100 additional shares will be issued       
upon completion of distributions under the Plan.                      

A total of 225,000 shares of restricted New Common Stock were         
issued as of the Emergence Date to certain executives of the          
Company.  Such stock vests over periods up to two years from such     
date and compensation is recognized over the vesting period based     

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on the fair value of the New Common Stock as of the issuance          
date.  Some of the stock issued to certain executives was vested      
as of January 31, 1998, in connection with the termination of         
their employment.                                                     

All per share data for the Reorganized Company in the financial       
statements has been computed using the 10,225,000 total shares        
expected to be issued under the terms of the Plan.                    

Stock Option Plans                                                    

Pursuant to the Plan, the 1997 Stock Option Plan (the _1997 Stock     
Option Plan_), the 1997 Directors Stock Option Plan (the              
_Directors Stock Option Plan_) and certain Restricted Stock           
Agreements were approved.                                             

The 1997 Stock Option Plan makes available for the granting of        
options to key employees an aggregate of 800,000 shares of New        
Common Stock.  As of January 31, 1998, options with respect to        
753,500 shares were outstanding under the 1997 Stock Option Plan.     
The exercise price of these options is between $5.58 and $6.125     
per share.                                                            

The Directors Stock Option Plan makes available for the granting      
of options to members of the Board of Directors who are not           
employees of the Company an aggregate of 200,000 shares of New        
Common Stock.  As of January 31, 1998, options with respect to        
17,500 shares had been issued under the Directors Stock Option        
Plan.  The exercise price under these options is $5.58.               

Outstanding stock options on January 31, 1998, were 771,000           
shares at $5.58 to $6.125 per option.  The weighted average           
remaining contractual life was 9.8 years at a weighted average        
exercise price of $5.78, no options were exercisable on January       
31, 1998.  Under the Plan, all options of the Pre-Confirmation        
Company existing at September 26, 1997, were canceled.                

Outstanding stock options on June 29, 1995, were adjusted, as a       
result of the Dave & Buster's, Inc. spin-off.  The number of          
shares subject to each option was increased by 33.1% and the          
exercise price was reduced by 24.9%.                                  

During 1995, 175,050 options with exercise prices ranging from        
$25.38 to $37.25 were canceled and reissued at an exercise price      
of $14.81.                                                            

                                                                · Download Table
                                                         

Activity under these plans was as follows:          

                                                    

            As Reorganized                          
            17 Weeks Ended      35 Weeks Ended      
            January 31, 1998    October 4, 1997     
                      Weighted                      
                      average             Option    
            Number of price     Number    price     
            Options   per       of        per share 

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                      share     Options             
                                                    
Outstandin                                          
g at                                                
beginning   ---       $ ---     629,601   $ 4.31-   
of period                                 27.98     
Granted     826,500   5.77      ---       ---       
Exercised   ---       ---       ---       ---       
Canceled    (55,500)  5.58      (629,601  4.31-27.98
                                )                   
Outstandin                                          
g at end    771,000   5.78      ---       ---       
of period                                           
Shares                                              
exercisabl                                          
e at end    ---       ---       ---       ---       
of period                                           

                                                                           
                                                                · Download Table
                                                         

                                                    

            Year Ended           Year Ended         
            February 1, 1997     February 3, 1996   

                      Option              Option    
            Number    price      Number   Price     
            of        per share  of       Per share 
            Options              Options            
                                                    
Outstanding                                         
at                                                  
beginning   1,108,0   $4.31-     1,068,2  $16.13-   
of period   96        27.98      31       37.25     
Granted     ---       ---        902,080  4.31-27.98
Exercised   ---       ---        ---      ---       
Canceled    (478,49   11.13-     (862,21  11.13-    
            5)        27.98      5)       37.25     
Outstanding                                         
at end of   629,601   4.31-      1,108,0  4.31-27.98
period                27.98      96                 
Shares                                              
exercisable                                         
at end of   195,391   ---        321,153  ---       
period                                              

                                                                           
The Company has elected to account for stock options using            
Accounting Principles Board Opinion No. 25, _Accounting for Stock     
Issued to Employees_ (_APB 25_).  Under APB 25, because the           
exercise price of the Company's stock options generally equals        
the market price of the underlying stock at the date of grant, no     
compensation expense is recognized.                                   

The fair value of options granted was estimated using the             
Black-Scholes option-pricing model with the following                 

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assumptions:  expected dividend yield of 0%, expected volatility      
of 50%, risk-free interest rate of 6.2% and expected option life      
of 10 years.  Had compensation expense been determined using          
SFAS 123, the Company's net loss for the 17 weeks ended               
January 31, 1998, would have been $15.6 and basic and diluted         
loss per share would have been $1.52.  As a result of changing        
assumptions and future option grants, these hypothetical              
calculations are not expected to be representative of future          
calculations.                                                         

Common Stock Warrants                                                 

Pursuant to the Warrant Agreement entered into in accordance with     
the Plan, the Company has issued 1,008,791 warrants to purchase       
shares of New Common Stock (the _Warrants_).  Each Warrant            
entitles the holder thereof to purchase one share of New Common       
Stock at an exercise price of $16.40 per share, subject to            
adjustments in certain circumstances.  The Warrants expire on         
September 26, 2005.                                                   

Holders of the Warrants have no voting rights, and are not            
entitled to receive dividends or other distributions on the New       
Common Stock.  Also, holders of the Warrants will not be entitled     
to share in any of the assets of the Company upon liquidation,        
dissolution or winding up of the Company.  If at any time the         
daily market price of the New Common Stock, as calculated             
pursuant to the terms of the Warrant Agreement, exceeds 200% of       
the then current exercise price, the Company will have the right      
upon written notice to repurchase the Warrants for a purchase         
price of $1.00 per Warrant.                                           

Note 14:  Acquisitions and Dispositions                               

During 1995, the Company made acquisitions for an aggregate cash      
consideration of $14.1.  Assets of $19.9 and liabilities of $5.8      
were recorded in connection with the acquisitions.  The               
acquisitions were accounted for by the purchase method, and           
operating results of the acquired entities have been included in      
the consolidated financial statements since their respective          
acquisition dates.                                                    

Effective June 29, 1995, the Company distributed all of the           
outstanding shares of common stock of Dave & Buster's, Inc. owned     
by the Company to the Company's stockholders of record as of June     
19, 1995.  Prior to the distribution, Dave & Buster's had been a      
majority-owned subsidiary engaged in the ownership and operation      
of restaurant/entertainment complexes.  No gain or loss was           
recorded as a result of the distribution.  The distribution was       
recorded as a dividend and, accordingly, the Company reduced          
retained earnings by the net book value distributed.  Through the     
distribution date, Dave & Buster's reported 1995 net income of        
$1.0.  As of June 29, 1995, it had total assets of $49.2 and a        
net book value of $30.9.                                              

In January 1996, the Company sold substantially all of the assets     
of its mall entertainment division.  At the date of the sale, the     
mall entertainment division had total assets of $51.8 and a net       

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book value of $44.9.  The Company recorded a loss of $24.7 in         
1995 in connection with the sale.  The Company disposed of the        
remaining mall entertainment division in September 1997.              
Provisions of $.1, $.9 and $8.3 were recorded for the 35 weeks        
ended October 4, 1997, 1996 and 1995, respectively, related to        
the remaining assets to be disposed.  For the 35 weeks ended          
October 4, 1997, fiscal years 1996 and 1995, the mall                 
entertainment division reported net losses of $.5, $.5, and $1.8,     
respectively.                                                         

Note 15:  Business Segments                                           

The Company conducts its business in two segments:  apparel and       
footwear.  Apparel's operations include J. Riggings, JW/Jeans         
West Group, Repp, Ltd, and 5-7-9.  Footwear's operations include      
Bakers/Leeds and Wild Pair.  Corporate includes the results of        
some experimental concepts that are no longer in operation.           

                                                                · Download Table
                                                                              

                                                                         
          Net retail sales                Operating loss                 
          As                              As                             
          Reorga Pre-Confirmation         Reorga Pre-Confirmation        
          nized                           nized                          
          17     35                       17     35                      
          Weeks  Weeks  Year     Year     Weeks  Weeks   Year    Year    
          Ended  Ended  Ended    Ended    Ended  Ended   Ended   Ended   
          Januar Octob  Februar  Februar  Januar Octobe  Februar Februar 
          y 31,  er 4,  y 1,     y 3,     y 31,  r 4,    y 1,    y 3,    
          1998   1997   1997     1996     1998   1997    1997    1996    
                                                                         
Apparel        $ $421.  $ 765.9  $ 952.3  $(4.0) $(4.8)  $(44.4) $(129.5 
           237.0      8                                                 )
Footwear    99.1  190.7   320.7    367.9   (1.8)  (3.7)   (15.5)    (8.9)
           336.1  612.5 1,086.6  1,320.2   (5.8) (18.5)   (59.9)  (138.4)
Corporat     ---    1.3     3.8     69.2   (3.6) (35.0)   (77.5)   (87.5)
e and                                                                    
other                                                                    
Interest     ---    ---     ---      ---   (4.9)  (4.3)    (2.4)   (25.2)
expense,                                                                 
net                                                                      
               $ $613.  $1,090.  $1,389.  $(14.3 $(57.8  $(139.8 $(251.1 
           336.1      8       4        4       )      )        )        )
                                                                           
                                                                · Download Table
                                                                             

                                                                        

          Depreciation and amortization   Capital expenditures          
          As                              As                            
          Reorga  Pre-Confirmation        Reorga  Pre-Confirmation      
          nized                           nized                         
          17      35                      17      35                    
          Weeks   Weeks    Year   Year    Weeks   Weeks   Year     Year 
          Ended   Ended    Ended  Ended   Ended   Ended   Ended    Ended

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          Januar  Octobe   Februa Februa  Januar  Octobe  Februa   Febru
          y 31,   r 4,     ry 1,  ry 3,   y 31,   r 4,    ry 1,    ary  
          1998    1997     1997   1996    1998    1997    1997     3,   
                                                                   1996 
                                                                        
Apparel       $    $ 13.6  $ 28.6  $ 36.9     $    $ 16.0  $ 15.7      $
              6.3                             9.1                   11.2
Footwear      2.4     5.3     9.4    10.1     2.6     4.1     5.0   10.4
              8.7    18.9    38.0    47.0    11.7    20.1    20.7   21.6
Corporate     3.3     1.6     3.2    15.8     2.1     7.1     1.2   15.6
and other                                                               
           $ 12.0  $ 20.5  $ 41.2  $ 62.8  $ 13.8  $ 27.2  $ 21.9      $
                                                                    37.2

                                                                           
                                                                · Download Table
                                           
                                      

            Identifiable assets       
            As                        
            Reorgan Pre-Confirmation  
            ized                      
            January Februar   Februar 
            31,     y 1,      y 3,    
            1998    1997      1996    
                                      
Apparel     $ 224.3  $ 267.1   $ 362.2
Footwear      101.6    100.9     131.2
              325.9    368.0     493.4
Corporate     117.1    276.9     268.1
and other                             
            $ 443.0  $ 644.9   $ 761.5

                                                                           
                                                                · Download Table
                                                                              

Note 16:  Quarterly Information (Unaudited)                              
(Dollars in Millions, except per share data)                             

                                                                         

          1st Quarter  2nd Quarter   3rd Quarter           4th Quarter   
          13 Weeks     13 Weeks      13 Weeks              13 Weeks      
          Pre-         Pre-          As     Pre-           As      Pre-  
          Confirmation Confirmation  Reorg  Confirmation   Reorga  Confir
                                     anize                 nized   mation
                                     d                                   
                                     4      9                            
                                     Weeks  Weeks                        
                                     Ended  Ended                        
                                     Novem  Octobe                       
                                     ber    r 4,                         
                                     1,                                  
          1997   1996  1997   1996   1997   1997    1996   1997    1996  
                                                                         
Net       $224.  $258. $236.  $268.  $      $       $      $       $     
retail    0      1     6      8      62.7   153.2   255.2  273.4   308.3 
sales                                                                    

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Cost of                                                                  
goods                                                                    
sold,     158.1  183.7 165.4  207.3  48.7   111.7   182.9  196.5   221.0 
occupanc                                                                 
y and                                                                    
buying                                                                   
expenses                                                                 
Net       (17.1  (17.7 0.2    (25.2  (6.8)  (30.0)  (11.5) (8.6)   (88.8)
income    )      )            )                                          
(loss)                                                                   

Per                                                                      
common                                                                   
shares:                                                                  
Net       (0.77  (0.80 0.01   (1.14  (0.67  (1.35)  (0.52) (0.84)  (4.00)
income    )      )            )      )                                   
(loss)                                                                   
Dividend  ---    ---   ---    ---    ---    ---     ---    ---     ---   
s                                                                        

Common                                                                   
stock                                                                    
market                                                                   
price:                                                                   
High      1.94   2.94  1.19   3.88   0.50   0.56    1.81   9.25    2.19  
Low       0.45   1.31  0.25   1.63   0.13   0.38    1.06   0.13(a  1.06  
                                                           )             

<fn8>                                                                    

(a)  The market price of the new Common Stock was between $4.75          
and $9.25 during the 4th quarter of 1997.                                
</fn8>                                                                   
                                                                           
                                                                · Download Table
                                                                              
FIVE YEAR FINANCIAL SUMMARY (Unaudited)                                  
(Dollars in Millions, except per share data)                             

                                                                         

                      As      Pre-Confirmation                           
                      Reorga                                             
                      nized                                              
                      As of   As of                                      
                      and     and for Year     Year      Year    Year    
                      for     the     Ended    Ended     Ended   Ended   
                      the     35      Februar  Februar   January January 
                      17      Weeks   y 1,     y 3,      28,     29,     
                      Weeks   Ended   1997     1996      1995    1994    
                      Ended   October                                    
                      Januar  4,                                         
                      y 31,   1997                                       
                      1998                                               
                                                                         
Stores at the end of   1,605    1,634    1,745    2,077    2,761    2,866
the period                                                               
Net retail sales      $336.1   $613.8 $1,090.  $1,389.   $1,476. $1,462. 
                                             4        4        4        9

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Income (loss) before                                                     
extraordinary item    (15.4)   (58.1)  (143.2)  (222.0)     20.5     20.9
and effects of fresh                                                     
start adjustments                                                        
Total assets           443.0    519.1    644.9    761.5    893.8    873.1
Long-term debt         127.7    128.0      ---      ---    173.5    159.2
Common stockholders'   121.7    137.6    (2.1)    140.4    387.2    407.9
equity (deficit)                                                         

Per basic common                                                         
share:                                                                   
Income (loss) before                                                     
extraordinary item    $(1.51        $        $        $      $       $   
and effects of fresh       )   (2.62)   (6.46)  (10.06)     0.93     0.95
start adjustments                                                        
Dividends on common      ---      ---      ---     0.42     1.24     1.24
stock                                                                    
<fn9>                                                                    

Long-term debt has been reclassified to liabilities subject to           
settlement under reorganization proceedings in 1996 and 1995             
(Note 3 to the consolidated financial statements).                       
</fn9>                                                                   
                                                                           
Board of Directors                                                  
Jeffrey A. Cole                                                     
Chairman and Chief Executive Officer,                             
Cole National Corporation                                         
Jacob W. Doft                                                       
Managing Director,                                                
Highline Capital Management, L.L.C.                               
H. Michael Hecht                                                    
President and Chief Executive Officer,                            
Dickson Trading (North America) Inc.                              
Lawrence E. Honig                                                   
Chairman and Chief Executive Officer,                             
Edison Brothers Stores Inc.                                       
Randolph I. Thornton                                                
Managing Director and Senior Credit Officer,                      
Citibank N.A.                                                     
Stephen E. Watson                                                   
President and Chief Executive Officer,                            
Gander Mountain, L.L.C.                                           

Edison Senior Management                                            
Lawrence E. Honig, Chairman and Chief Executive Officer             
Karl W. Michner, Chairman, Edison Merchandising Committee           
Carol Williams, President, 5-7-9                                    
Michael Fine, President, Edison Footwear Group                      
Paul Eisen, President, JW/Coda/Oaktree Group                        
John Oehler, President, J. Riggings                                 
Steve Thomas, President, REPP Ltd.                                  
Peter Hirschhorn, Co-general Manager, Edison Brothers Stores        
International                                                     
Alison Talbot, Co-general Manager, Edison Brothers Stores           
International                                                     

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John F. Burtelow, Executive Vice President, Chief                   
Administrative Officer and Chief Financial Officer                
Timothy W. Brannon, Senior Vice President, Stores                   
Kimberly Richmond, Senior Vice President, Marketing                 
Lee Johnson, Senior Vice President, Human Resources                 
Mark H. Brown, Senior Vice President, Real Estate and               
Construction                                                      
Alan A. Sachs, Senior Vice President, General Counsel and           
Secretary                                                           
Lawrence Pyles, Vice President, Chief Information Officer           
Thomas McCain, Vice President, Controller                           
Denise R. Parker, Vice President, Planning and Allocation           
George M. Spreiser, Vice President, Logistics                       

Corporate Headquarters                                              
Edison Brothers Stores Inc.                                         
501 N. Broadway                                                     
St. Louis, MO 63102-2102                                            
(314) 331-6000                                                      

Transfer Agent and Registrar                                        
ChaseMellon Shareholder Services, L.L.C.                            
85 Challenger Rd.                                                   
Overpeck Center                                                     
Ridgefield Park, NJ 07660                                           

For correspondence, use:                                            
P.O. Box 3315                                                       
South Hackensack, NJ 07607-1900                                     

Independent Auditors                                                
Arthur Andersen, L.L.P.                                             
St. Louis, MO                                                       

Annual Meeting                                                        
The Annual Meeting of Stockholders will take place Wednesday,         
June 10, 1998, at 11 a.m. at Edison Brothers Stores Inc.              
headquarters at the address listed above.                             

Common Stock                                                          
The common stock of Edison Brothers Stores Inc. is listed on the      
Nasdaq National Market under the trading symbol _EDBR._               

Information Requests                                                  
To obtain news releases, sales releases and SEC reports               
(including Form 10-K), please call (314) 331-6000 or visit the        
company Web site at www.edisonbrothers.com. Additional queries        
may be directed to Shareholder Relations at the corporate             
headquarters address listed above.                                    

Edison Brothers' more than 14,000 associates salute our               
shareholders, vendors and customers, and we look forward to           
continuing the partnership that will build the company's future       
success.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K Filing	Date	First	Last	Other Filings

	1/28/95	20		10-K, 10-K/A
	6/19/95	40
	6/29/95	38	40
	10/4/95	41
	11/3/95	1	24	8-K
	12/1/95	24
	2/3/96	8	39	10-K
	7/1/96	25
	8/1/96	25
	10/4/96	41
	1/1/97	34
	2/1/97	8	39	10-K
	2/2/97	21
	3/14/97	15
	5/13/97	25
	5/31/97	24	32
	7/31/97	36		SC 13D/A
	9/9/97	7	24
	9/26/97	1	38	8-K
	10/4/97	2	41
	10/5/97	21
	1/1/98	24	32
For The Period Ended	1/31/98	2	40
	4/13/98	37
	4/24/98	14
Filed As Of	5/1/98
Filed On	5/7/98
Corrected On	5/13/98			S-8
	6/10/98	45		DEF 14A
	7/1/98	36
	7/1/99	36		8-K
	1/1/0	37
	7/1/0	36
	2/3/1	37
	7/1/1	36
	7/1/2	36
	9/26/2	36
	2/3/3	11
	9/26/5	40
	9/26/7	36

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Edison Brothers Stores Inc · 10-K · For 1/31/98 · EX-13

Filed On 5/7/98 · SEC File 1-01394 · Accession Number 31575-98-10

This Filing's "Filed As Of" Date was Corrected by the SEC on 5/13/98.

Annual Report · Form 10-KFiling Table of Contents

EX-13 · Annual or Quarterly Report to Security Holders

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report · Form 10-K
Filing Table of Contents