As filed with the Securities and Exchange Commission on May 13, 1998

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                          EDISON BROTHERS STORES, INC.
             (Exact name of Registrant as specified in its charter)


             DELAWARE                               43-0254900              
   (State or other jurisdiction of         (I.R.S. Employer Identification No.) 
   incorporation or organization)                      


                               501 NORTH BROADWAY
                            ST. LOUIS, MISSOURI 63102
   (Address, including zip code, of Registrant's principal executive offices)

               EDISON BROTHERS STORES, INC. 1997 STOCK OPTION PLAN
          EDISON BROTHERS STORES, INC. 1997 DIRECTORS STOCK OPTION PLAN
                        1997 RESTRICTED STOCK AGREEMENTS
                      1997 EMPLOYMENT TERMINATION AGREEMENT
                            (Full title of the plans)
                       ----------------------------------

                                    Copy to:

                               ALAN A. SACHS, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          EDISON BROTHERS STORES, INC.
                               501 NORTH BROADWAY
                            ST. LOUIS, MISSOURI 63102
                                 (314) 331-6565
 (Name, address and telephone number, including area code, of agent for service)

                            CHARLES E. HARRELL, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                            700 LOUISIANA, SUITE 1600
                              HOUSTON, TEXAS 77002
                                 (713) 546-5000

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                 Proposed maximum   Proposed maximum
                                           Amount to be         offering price per aggregate offering     Amount of registration
  Title of securities to be registered    registered (1)            share (3)          price (3)                    fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                        <C>              <C>                       <C>      
 Common Stock, par value $.01 per share   1,202,000 shares (2)          $8.375           $10,066,750               $2,969.70
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, there
      are also being registered such additional shares of the Registrant's
      Common Stock as may become issuable pursuant to the antidilution
      provisions of the Edison Brothers Stores, Inc. 1997 Stock Option Plan, the
      Edison Brothers Stores, Inc. 1997 Directors Stock Option Plan and the 1997
      Restricted Stock Agreements.

(2)   800,000 of such shares are issuable upon the exercise of outstanding
      options granted or options available for grant under the Edison Brothers
      Stores, Inc. 1997 Stock Option Plan, 200,000 of such shares are issuable
      upon the exercise of outstanding options granted or options available for
      grant under the Edison Brothers Stores, Inc. 1997 Directors Stock Option
      Plan, and 202,000 of such shares have been issued under the 1997
      Restricted Stock Agreements and the 1997 Employment Termination Agreement.

(3)   Estimated solely for the purposes of calculating the registration fee in
      accordance with Rule 457(h) under the Securities Act of 1933, as amended,
      and based on the average of the high and low prices ($8.375) of the
      Registrant's Common Stock as reported on The Nasdaq National Market on May
      7, 1998.

<PAGE>
                                EXPLANATORY NOTE

                  Pursuant to General Instruction C of Form S-8, this
Registration Statement contains a prospectus that has been prepared in
accordance with the requirements of Part I of Form S-3 and that relates to
reofferings and resales of shares of Common Stock that have been or may be
acquired pursuant to the Edison Brothers Stores, Inc. 1997 Stock Option Plan,
the Edison Brothers Stores, Inc. 1997 Directors Stock Option Plan, the 1997
Restricted Stock Agreements and a 1997 Employment Termination Agreement (such
1997 Restricted Stock Agreements and such 1997 Employment Termination Agreement,
collectively the "1997 Restricted Stock Documents").


                                        2
<PAGE>

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.
         ----------------

                  Not required to be filed with this Registration Statement.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
         -----------------------------------------------------------

                  Not required to be filed with this Registration Statement.*


--------------------------------

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
    I of Form S-8.



                                        3
<PAGE>

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

                  The following documents are incorporated by reference in this
Registration Statement:

                  a. The Registrant's Annual Report on Form 10-K for the fiscal
         year ended January 31, 1998 (the "1997 Form 10-K") filed with the
         Securities and Exchange Commission (the "Commission") under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  b. All reports filed by the Registrant pursuant to Sections
         13(a) or 15(d) of the Exchange Act since the end of the fiscal year
         covered by the 1997 Form 10-K; and

                  c. The description of the Registrant's Common Stock contained
         in the Registrant's Registration Statement on Form 8-A (File No.
         000-23003), including any amendment or report filed for the purpose of
         updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the shares of the Registrant's Common Stock offered hereby have been sold
or which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

                  Any statement or information contained herein or in any
document all or part of which is incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement or information contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement or information. Any
such statement or information so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

                  Not applicable.


                                        4
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

                  The Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that each person who
was or is made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that he or she is or was a director or officer
of the Registrant will be indemnified by the Registrant, to the full extent
permitted by the Delaware General Corporation Law (the "DGCL").

                  Under Section 145 of the DGCL, a corporation may indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action brought by or in the right of a corporation, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

                  The Certificate of Incorporation provides that a director of
the Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for
breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit. The
Certificate of Incorporation further provides that neither amendment nor repeal
of such provision nor the adoption of any term of the Certificate of
Incorporation inconsistent with such provision shall eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise, prior
to such amendment, repeal or adoption of such inconsistent provision.

                  The Registrant has entered into indemnification agreements
with each of its directors and intends to enter into indemnification agreements
with each of its future directors. Such indemnification agreements provide for
indemnification of such directors to the fullest extent permitted under Section
145 of the DGCL. Within certain limitations, such agreements also provide for
indemnification against judgments, penalties, expenses, fines and settlements
incurred by the indemnitee while serving at the request of the Registrant as a
director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust or other enterprise.


                                        5
<PAGE>

                  The Registrant maintains a standard form of officers' and
directors' liability insurance policy that provides coverage to the Registrant
and the officers and directors of the Registrant for certain liabilities.

                  The foregoing summaries are necessarily subject to the
complete text of the statutes, the Certificate of Incorporation, the
indemnification agreements and the insurance policy referred to above and are
qualified in their entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

                  The shares of Common Stock issued under the 1997 Restricted
Stock Documents have been issued without registration under the Securities Act
of 1933, as amended, in reliance on Section 4(2) of the Securities Act. The
parties to each 1997 Restricted Stock Document are the Registrant and a current
or former key executive thereof.

ITEM 8.  EXHIBITS.
         --------

                  The Exhibits to this Registration Statement are listed in the
Index to Exhibits on page 10 of this Registration Statement, which Index is
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.
         ------------

                  (a)      The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  Registration Statement:

                                          (i) To include any prospectus required
                           by Section 10(a)(3) of the Securities Act of 1933, as
                           amended;

                                         (ii) To reflect in the prospectus any
                           facts or events arising after the effective date of
                           the Registration Statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the Registration
                           Statement; and

                                        (iii) To include any material
                           information with respect to the plan of distribution
                           not previously disclosed in the Registration
                           Statement or any material change to such information
                           in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and
                  Exchange Commission by the Registrant pursuant to Section 13


                                        6
<PAGE>

                  or Section 15(d) of the Securities Exchange Act of 1934, as
                  amended, that are incorporated by reference in the
                  Registration Statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, as amended, each
                  such post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended), that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions described
in Item 6 above or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.



                                        7
<PAGE>

                               REOFFER PROSPECTUS

                        1,202,000 Shares of Common Stock

                          EDISON BROTHERS STORES, INC.
                          -----------------------------

                  This prospectus (the "Prospectus") relates to the offer and
sale of up to 1,202,000 shares (the "Offered Shares") of Common Stock, par value
$.01 per share ("Common Stock"), of Edison Brothers Stores, Inc., a Delaware
corporation (the "Company"), by and for the account of the Selling Stockholders
(as named herein under "Selling Stockholders"). The Offered Shares have been or
may be acquired by the Selling Stockholders pursuant to (1) the Edison Brothers
Stores, Inc. 1997 Stock Option Plan (the "1997 Stock Option Plan"), (2) the
Edison Brothers Stores, Inc. 1997 Directors Stock Option Plan (the "1997
Directors Stock Option Plan") and/or (3) a 1997 Restricted Stock Agreement dated
June 4, 1997 between the Company and the Selling Stockholder (collectively, the
"1997 Restricted Stock Agreements") or, with respect to Alan D. Miller, the
Company's former Chairman of the Board, President and Chief Executive Officer,
an Employment Termination Agreement dated September 4, 1997 (such 1997
Restricted Stock Agreements and such Employment Termination Agreement,
collectively the "1997 Restricted Stock Documents").
See "Selling Stockholders."

                  All expenses incurred in connection with the registration of
the Offered Shares will be paid by the Company, with certain exceptions. See
"Selling Stockholders." The Company will not receive any of the proceeds from
the sale hereby of the Offered Shares by any Selling Stockholder.

                  The Selling Stockholders may offer and sell any or all of the
Offered Shares from time to time in one or more transactions on the Nasdaq
National Market, in one or more brokerage transactions or in one or more
privately negotiated transactions, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Offered Shares may be offered and sold from time to time
in any manner permitted by law. To the extent required, a Prospectus Supplement
will be distributed, which will set forth the number of Offered Shares being
offered pursuant thereto and the terms of such offering. See "Plan of
Distribution."

                  The Common Stock is listed on the Nasdaq National Market under
the symbol "EDBR." On May 8, 1998, the last reported sale price of the Common
Stock on the Nasdaq National Market was $8 1/2 per share.


                          -----------------------------

                  SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR
CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

                          -----------------------------


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                          -----------------------------

                   The date of this Prospectus is May 13, 1998

                                       P-1
<PAGE>

This Prospectus contains or incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The words "anticipate," "believe,"
"expect," "intend," "will," "could," "may" 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 under the caption "Risk Factors." 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, all of the forward-looking statements made or
incorporated by reference in this Prospectus are qualified by these cautionary
statements and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on the Company or
its business or operations.

                              AVAILABLE INFORMATION

                  The Company is subject to the informational requirements of
the Exchange Act. In accordance with the Exchange Act, the Company files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities that
the Commission maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048; Citicorp Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. The Commission
maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Copies of these materials may be obtained at
prescribed rates from the Public Reference Section of the Commission at the
principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.

                  The Company has filed with the Commission a registration
statement on Form S-8 (the "Registration Statement") under the Securities Act
with respect to the Offered Shares. This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus concerning the
contents of any documents referred to herein are not necessarily complete. With
respect to each such document filed with the Commission as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description, and each such statement shall be deemed qualified in its entirety
by such reference.

                  The Common Stock is listed on the Nasdaq National Market under
the symbol "EDBR." Reports, proxy statements and other information concerning
the Company may be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

                                       P-2
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Commission under the Exchange Act are hereby incorporated by reference into this
Prospectus:

                  (a)      the Company's Annual Report on Form 10-K for the
                           fiscal year ended January 31, 1998 (File No. 1-1394);
                           and

                  (b)      the description of the Company's Common Stock
                           contained in the Company's Registration Statement on
                           Form 8-A (File No. 000-23003), including any
                           amendment or report filed for the purpose of updating
                           such description.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Offered Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of filing of such documents.

                  Any statement or information contained herein or in any
document all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement or information contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement or
information. Any such statement or information so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

                  The Company will provide without charge to any person to whom
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than certain exhibits to such documents). Requests for such copies should
be directed to Alan A. Sachs, Esq., Senior Vice President, General Counsel and
Secretary, Edison Brothers Stores, Inc., 501 N. Broadway, St. Louis, Missouri
63102, telephone number (314) 331-6565.

                                       P-3
<PAGE>

                                  RISK FACTORS

                  Prospective investors should carefully consider, among other
things, the following factors in evaluating the Company and its business before
purchasing the Offered Shares.

RECENT OPERATING LOSSES

                  On September 26, 1997, the Company emerged from reorganization
under Chapter 11 of the Bankruptcy Code. See "The Company." The Company realized
net losses for each of the 17-week period ended January 31, 1998, the 35-week
period ended October 4, 1997 and its 1996 and 1995 fiscal years, and
consequently, had no earnings for such periods or years with which to cover
fixed charges. See "Ratio of Earnings to Fixed Charges." The failure by the
Company to cover fixed charges in the future could result in a failure to meet
the Company's debt service obligations or otherwise materially adversely affect
the Company's financial condition and results of operations. Continued losses
also could materially adversely affect the Company's future ability to obtain
financing on satisfactory terms.

RECENT SALES AND CERTAIN PROJECTIONS

                  The Company's 1997 third and fourth quarter sales results were
below expectations, and the Company is operating approximately 100 fewer stores
than projected as a result of additional closings prior to its emergence from
reorganization under Chapter 11 of the Bankruptcy Code. As a result, the Company
anticipates that its earnings before interest, taxes, depreciation and
amortization for its 1998 fiscal year will be significantly less than were
projected in the June 1997 disclosure statement pertaining to the Company's Plan
of Reorganization. See "The Company."

GENERAL ECONOMIC CONDITIONS

                  The Company owns and operates retail specialty apparel and
footwear stores in 47 of the United States, Puerto Rico, the Virgin Islands and
Canada. Periods of economic slowdown or recession may adversely affect the
Company's business lines. In addition, declines in consumer demand in the
specialty retailing environment may adversely affect the Company's business.

FINANCING NEEDS AND INDEBTEDNESS

                  The Company's ability to execute its business strategy depends
to a significant degree on the ability of the Company to obtain seasonal working
capital. The Company currently has a five-year $200 million working capital
revolving credit facility (the "Credit Facility") with a group of financial
institutions. As of April 25, 1998, $75,666,300 was outstanding under the Credit
Facility (including $74,875,300 under letters of credit). Borrowings under the
Credit Facility are secured by a lien on certain of the Company's assets,
including the Company's receivables, inventory and domestic proprietary rights.
The Credit Facility also contains various covenants, including covenants that
limit the incurrence of

                                       P-4
<PAGE>

indebtedness, require the maintenance of a prescribed consolidated net worth and
limit dividend and similar payments. Upon the expiration of the Credit Facility,
there can be no assurance that the Company will be able to obtain financing to
fund future seasonal borrowings and letters of credit, or that any replacement
financing, if obtained, would be on terms equally favorable to the Company.
Additional factors that could adversely affect the Company's access to financing
sources, including the capital markets, or the costs of such financing, include
changes in interest rates, general economic conditions and the perception in the
capital markets of the business, results of operations, leverage, financial
condition and business prospects of the Company. Pursuant to the Plan of
Reorganization, the Company issued $120,000,000 in aggregate principal amount of
11% Senior Notes due 2007 (the "Senior Notes"). The Indenture and the First
Supplemental Trust Indenture (collectively, the "Indenture") under which the
Senior Notes were issued contain various covenants, including covenants that
limit the incurrence of indebtedness and that limit dividend and similar
payments. See "The Company."

SPECIALTY RETAILING AND COMPETITION

                  The specialty retailing business is subject to fluctuations
resulting from changes in customer preferences dictated by fashion and season.
Unlike certain of its competitors that sell to a more mature consumer with
stable, classic tastes, the Company primarily targets teen and young adult
customers whose preferences are trendy and rapidly changing. As a result, the
Company operates with less margin for error in identifying popular fashion items
and implementing merchandising strategies. In addition, merchandise usually must
be ordered a significant time in advance of the season and sometimes before
fashion trends are evidenced by customer purchases. It has been the general
practice of the Company and other apparel retailers to build up inventory levels
prior to peak selling seasons, which further increases the Company's
vulnerability to demand, pricing shifts and errors in selection and timing of
the purchases of merchandise.

                  The apparel and footwear retailing industries are highly
competitive. The Company's stores are in competition with numerous other
specialty retailers, department stores, mail order companies and discount and
manufacturer's outlets, many of which have greater sales, assets and financial
resources than the Company. Unlike certain of its competitors, the Company's
concepts lack strong national brand recognition. Additionally, because the
Company's stores generally are located in regional shopping malls, each store
typically is confronted with several national and local competitors. Within each
mall, the Company's stores face competition from other nearby retailers, and a
store's sales can be affected not only by its location in relation to its
competitors but also by its proximity to other points of attraction.
Approximately 48% of the Company's mall store leases expire on or prior to
January 31, 2001. The failure to obtain renewal of the Company's current mall
locations or the failure to locate new stores in advantageous locations could
have a material adverse effect on the Company's earnings.


                                       P-5
<PAGE>

ADVERSE AND UNSEASONAL WEATHER CONDITIONS

                  As a mall-based retailer, the Company's sales can be adversely
affected by weather conditions that discourage consumers from traveling to malls
for shopping. In addition, unseasonal weather can lead to reduced sales of the
apparel and footwear being emphasized by the Company's stores for that season.

FOREIGN SOURCING OF MERCHANDISE

                  The Company purchases approximately 70% of its merchandise
from foreign suppliers. The Company does not manufacture any merchandise. The
Company's importing operations are subject to the contingencies generally
associated with foreign operations, including, without limitation, fluctuations
in currency values, customs duty increases, quota limitations and other
developments that could cause a disruption of import supply, any of which could
have a material adverse effect on the Company's operations.

SEASONALITY

                  The Company's fiscal year ends on the Saturday closest to
January 31. The Company's sales in its fourth quarter traditionally are higher
than in other quarterly periods because of holiday buying patterns.
Approximately 14% of the Company's annual sales are generated during the
Christmas selling season, which constitutes the period between Thanksgiving and
Christmas. Accordingly, the Company's profits, if any, traditionally have been
higher in the fourth quarter of the year than in the other three quarters and
the Company anticipates that such pattern will continue.

COMMON STOCK ELIGIBLE FOR FUTURE SALE AND SIGNIFICANT HOLDERS THEREOF

                  The Company expects that approximately 10,202,000 shares of 
Common Stock, and Warrants ("Warrants") to purchase approximately 1,008,791
additional shares of Common Stock, will be outstanding upon the completion of
the distributions thereof under the Plan of Reorganization. See "The Company."

                  Certain holders of claims under the Plan of Reorganization
have received or will receive distributions of Common Stock representing in
excess of five percent of the outstanding shares of Common Stock. If holders of
significant numbers of shares of Common Stock were to act as a group, such
holders could be in a position to control the outcome of actions requiring
approval of holders of Common Stock, including the election of directors. This
concentration of ownership could also facilitate or hinder a negotiated change
of control of the Company and, consequently, have an impact upon the value of
the Common Stock.

                  Sales of substantial numbers of shares of Common Stock, or the
perception that such sales might occur, could adversely affect prevailing market
prices for the Common Stock. Approximately 1,518,334 shares of outstanding
Common Stock are subject to a Registration Rights Agreement (the "Registration
Rights Agreement") between the Company and Swiss Bank Corporation ("Swiss Bank")
entered into pursuant to the Plan of Reorganization. See

                                       P-6
<PAGE>

"The Company." Under the Registration Rights Agreement and subject to the
limitations set forth therein, the Company agreed to use reasonable commercial
efforts to register, for resale under the Securities Act, the Common Stock and
the Senior Notes owned by Swiss Bank, and to maintain such registration for two
years. Additionally under the Registration Rights Agreement and subject to the
limitations set forth therein, until the second anniversary of the Effective
Date (as defined under "The Company"), Swiss Bank has certain demand and
piggyback registration rights with respect to such Common Stock and Senior Notes
(in each case only to the extent not otherwise included in the registration
described in the preceding sentence).

                  The Offered Shares offered and sold hereby may be resold
without restriction under the Securities Act, except for any such shares
acquired by an "affiliate" (as defined under the Securities Act) of the Company,
which will be subject to the resale limitations of Rule 144 promulgated under
the Securities Act.

RESTRICTIONS ON DIVIDENDS

                  The Company does not currently pay dividends on its Common 
Stock and does not anticipate paying dividends on its Common Stock in the
foreseeable future. The Company's ability to pay dividends on its Common Stock
is limited by restrictive covenants in the Credit Facility and the Indenture.
See "-- Financing Needs and Indebtedness."

ISSUANCE OF PREFERRED STOCK

                  Until such time (if any) as the Board of Directors of the
Company determines that the Company should issue preferred stock and establishes
the rights of the holders of one or more series thereof, it is not possible to
state the effect of authorization and issuance of preferred stock on the rights
of holders of Common Stock. The effects of such issuance could include, however:
(i) a reduction in the amount of cash otherwise available for payment of
dividends on the Common Stock if dividends were also payable on such preferred
stock, and a restriction on dividends on the Common Stock if dividends on such
preferred stock were in arrears, (ii) a dilution of the voting power of the
Common Stock if such preferred stock were to have voting rights and (iii) a
restriction on the rights of holders of Common Stock to share in the Company's
assets on liquidation until satisfaction of any liquidation preferences granted
to holders of any such preferred stock.

CHANGE OF CERTAIN OFFICERS AND NEW BOARD OF DIRECTORS

                  On January 12, 1998, Lawrence E. Honig succeeded Alan D. 
Miller as the Company's Chairman of the Board, President and Chief Executive
Officer. On February 3, 1998, John F. Burtelow succeeded David B. Cooper, Jr. as
an Executive Vice President and the Chief Financial Officer of the Company.

                  Each member of the Company's six-member Board of Directors 
was selected by the committee of unsecured creditors appointed in the Company's
reorganization case. See "The Company."

                                       P-7
<PAGE>

ANTI-TAKEOVER CONSIDERATIONS

                  The Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Amended and Restated
Bylaws contain a number of provisions relating to corporate governance and to
the rights of stockholders. Certain of these provisions may be deemed to have a
potential "anti-takeover" effect to the extent they are utilized to delay or
prevent a change of control of the Company. These provisions include provisions
(i) giving the Company's Board of Directors authority to determine the size of
the Board of Directors, subject to certain minimums and maximums, (ii) giving
the Company's Board of Directors authority to fill vacancies on the Board of
Directors, (iii) permitting special meetings of stockholders to be called only
by the Company's Chairman of the Board or its President or the Board of
Directors pursuant to a resolution approved by a majority thereof (except that
special meetings of stockholders are required to be called upon the written
request of the holders of at least 51% of the outstanding shares of Common
Stock) and (iv) giving the Company's Board of Directors authority to issue
series of preferred stock with such voting rights and other powers as the Board
of Directors may determine.

YEAR 2000 COMPLIANCE

                  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 for 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 million and 1999
expenses are estimated to be $2.9 million. The Company estimates that
capitalized costs associated with the installation of new software systems will
be $8.0 million in the aggregate for 1998 and 1999.

                                       P-8
<PAGE>

                                   THE COMPANY

                  The Company operates, directly or through its subsidiaries,
chains of apparel and footwear specialty stores in 47 of the United States,
Puerto Rico, the Virgin Islands and Canada. The stores feature primarily
private-label merchandise in the moderate price range. The stores are located
primarily in shopping malls and range in size from approximately 1,300 to 3,000
square feet. The Company does not manufacture any merchandise. Approximately 70%
of the Company's merchandise is purchased overseas. The Company currently
maintains buying offices in Taiwan, Hong Kong, China, Korea, Indonesia, Honduras
and the Philippines. Distribution of the Company's merchandise is coordinated
through three distribution centers located in Washington, Missouri; Rialto,
California; and Princeton, Indiana.

                  On September 26, 1997 (the "Effective Date"), the Company
emerged from reorganization under Chapter 11 of title 11 of the United States
Code (the "Bankruptcy Code") through implementation of the Debtors' Amended
Joint Plan of Reorganization Under Chapter 11 Of The Bankruptcy Code, as
previously confirmed by order of the United States Bankruptcy Court for the
District of Delaware entered on September 9, 1997 (as so confirmed, the "Plan of
Reorganization").

                  The Company's principal executive offices are located at 501 
N. Broadway, St. Louis, Missouri 63102, telephone number (314) 331-6000.

                       RATIO OF EARNINGS TO FIXED CHARGES

                  The Company's ratio of earnings to fixed charges for its 1993
and 1994 fiscal years were 2.9 and 2.6, respectively. The Company realized net
losses for its 1995 and 1996 fiscal years, and for each of the 35-week period
ended October 4, 1997 and the 17-week period ended January 31, 1998. For the
1995 and 1996 fiscal years, the 35-week period ended October 4, 1997 and the
17-week period ended January 31, 1998, the Company's net losses before fixed
charges were $224.3 million, $137.3 million, $64.7 million and $9.4 million,
respectively, and its fixed charges for each such year or period were $26.8
million, $2.5 million, $4.3 million and $4.9 million, respectively. For the
purpose of calculating this ratio and these amounts, earnings consist of income
(loss) before income taxes and fixed charges, and fixed charges consist of
interest expense.

                                 USE OF PROCEEDS

                  The Company will not receive any of the proceeds from the sale
by the Selling Stockholders of the Offered Shares.


                                       P-9
<PAGE>

                              SELLING STOCKHOLDERS

                  This Prospectus relates to shares of Common Stock that have
been or may be acquired by certain directors and key current or former employees
of the Company (collectively, the "Selling Stockholders"), certain of whom may
be deemed to be an "affiliate" of the Company, pursuant to (1) the exercise of
stock options granted to such persons under the 1997 Stock Option Plan or the
1997 Directors Stock Option Plan, and/or (2) stock awards granted to such
persons under a 1997 Restricted Stock Document.

                  The following table sets forth, as of the date hereof, (1) the
name of each Selling Stockholder, and such Selling Stockholder's office or
position with the Company (or former office or position if no longer employed by
the Company), (2) the number of shares of Common Stock beneficially owned by the
Selling Stockholder prior to the offering of the Offered Shares hereby, (3) the
number of shares of Common Stock that may be offered hereby and (4) the number
of shares of Common Stock beneficially owned by the Selling Stockholder after
the completion of the offering and sale of the Offered Shares (assuming that all
Offered Shares are sold). Such number of shares of Common Stock beneficially
owned by each Selling Stockholder prior to the offering of the Offered Shares is
based on information furnished to the Company by such Selling Stockholder and/or
set forth in the Company's Common Stock ledger.
<TABLE>
<CAPTION>
                                                                                                   SHARES OF COMMON   
                                       SHARES OF COMMON                                            STOCK BENEFICIALLY 
NAME OF SELLING STOCKHOLDER            STOCK BENEFICIALLY          SHARES OF COMMON STOCK          OWNED AFTER        
AND OFFICE OR POSITION WITH            OWNED PRIOR TO THE          THAT MAY BE OFFERED             COMPLETION OF THE  
THE COMPANY                            OFFERING                    HEREBY                          OFFERING (1)       
----------------------------           -------------------         ----------------------          ------------------


<S>                                     <C>                         <C>                             <C>
Mark H. Brown
Senior Vice President                           27 (2)                    (14)                             27
                                                                                                      
John F. Burtelow                                                                                      
Executive Vice President,                                                                             
  Chief Administrative                                                                                
  Officer and Chief                                                                                   
  Financial Officer                              0 (3)                    (14)                             0
                                                                                                      
Jeffrey A. Cole                                                                                       
Director                                         0 (4)                    (14)                             0
                                                                                                      
David B. Cooper                                                                                       
Former Executive Vice                                                                                 
 President and Chief                                                                                  
 Financial Officer                          23,000 (5)                 23,000                              0
                                                                                                      
Jacob W. Doft                                                                                         
Director                                         0 (4)                    (14)                             0
                                                                                                      
Paul D. Eisen                                                                                         
President,                                                                                            
 JW/Oaktree/Coda                            23,098 (6)                    (14)                             98
                                                                                                      
Michael Fine                                                                                          
President - Footwear                                                                                  
 Group                                      25,000 (7)                    (14)                             0
                                                                                                      
                                                                                                      
                                      P-10                                                            
<PAGE>                                                                                                
                                                                                                      
                                                                                                      
                                       SHARES OF COMMON                                            SHARES OF COMMON           
NAME OF SELLING STOCKHOLDER            STOCK BENEFICIALLY          SHARES OF COMMON STOCK          STOCK BENEFICIALLY        
AND OFFICE OR POSITION WITH            OWNED PRIOR TO THE          THAT MAY BE OFFERED             OWNED AFTER               
THE COMPANY                            OFFERING                    HEREBY                          COMPLETION OF THE         
----------------------------           -------------------         ----------------------          --------------------      

H. Michael Hecht                                                                                                 
Director                                         0 (4)                    (14)                             0            
                                                                                                                        
Lawrence E. Honig                                                                                    
Chairman of the Board,                                                                               
  President and Chief                                                                                
  Executive  Officer                             0 (4)                    (14)                             0
                                                                                                     
Karl W. Michner                                                                                      
Chairman, Merchandising                                                                              
 Committee                                  23,947 (8)                    (14)                            947
                                                                                                     
Alan D. Miller                                                                                       
Former Chairman of the                                                                               
 Board, President and                                                                                
 Chief Executive Officer                    77,777 (9)                 75,000                            2,777
                                                                                                     
Alan A. Sachs                                                                                        
Senior Vice President,                                                                               
 General Counsel and                                                                                 
 Secretary                                 23,634 (10)                    (14)                            634
                                                                                                     
Steven R. Thomas                                                                                     
President,                                                                                           
 Edison Big & Tall                         10,000 (11)                    (14)                             0
                                                                                                     
Randolph I. Thornton, Jr.                                                                            
Director                                24,000 (4)(12)                    (14)                           24,000
                                                                                                     
Stephen E. Watson                                                                                    
Director                                         0 (4)                    (14)                             0
                                                                                                     
Carol L. Williams                                                                                    
President, 5-7-9 Shops                     10,400 (13)                    (14)                           10,400
                                                                                              

</TABLE>

--------------
(1)  Assumes that all Offered Shares are sold.
(2)  Represents 27 shares of Common Stock subject to outstanding Warrants that
     are currently exercisable. Additionally, Mr. Brown has been granted options
     to purchase 15,000 shares of Common Stock under the 1997 Stock Option Plan,
     none of which options are exercisable currently or within sixty days of the
     date of this Prospectus.
(3)  Mr. Burtelow has been granted options to purchase 40,000 shares of Common
     Stock under the 1997 Stock Option Plan, none of which options are
     exercisable currently or within sixty days of the date of this Prospectus.
(4)  Each of Messrs. Cole, Doft, Hecht, Thornton and Watson has been granted
     options to purchase 3,500 shares of Common Stock under the 1997 Directors
     Stock Option Plan, none of which options are exercisable currently or
     within sixty days of the date of this Prospectus. On January 12, 1998, Mr.
     Honig succeeded Mr. Miller as the Company's Chairman of the Board,
     President and Chief Executive Officer. See "Risk Factors -- Change of
     Certain Officers and New Board of Directors." Mr. Honig has been granted
     options to purchase 288,000 shares of Common Stock under the 1997 Stock
     Option Plan, none of which options are exercisable currently or within
     sixty days of the date of this Prospectus. Mr. Honig has also been awarded
     50,000 shares of restricted Common Stock and has been granted options to
     purchase 112,000 shares of Common Stock under the Edison Brothers Stores,
     Inc. 1998 Equity Incentive Plan, subject to stockholder approval of such
     plan.
(5)  All such 23,000 shares of Common Stock are currently outstanding and were
     issued under a 1997 Restricted Stock Document.
(6)  Represents 23,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document and 98 shares of Common Stock subject to
     outstanding Warrants that are currently exercisable. Additionally, Mr.
     Eisen has been granted

                                      P-11
<PAGE>

     options to purchase 25,000 shares of Common Stock under the 1997 Stock
     Option Plan, none of which options are exercisable currently or within
     sixty days of the date of this Prospectus.
(7)  Represents 25,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document. Additionally, Mr. Fine has been granted options
     to purchase 100,000 shares of Common Stock under the 1997 Stock Option
     Plan, none of which options are exercisable currently or within sixty days
     of the date of this Prospectus.
(8)  Represents 23,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document and 947 shares of Common Stock subject to
     outstanding Warrants that are currently exercisable. Additionally, Mr.
     Michner has been granted options to purchase 25,000 shares of Common Stock
     under the 1997 Stock Option Plan, none of which options are exercisable
     currently or within sixty days of the date of this Prospectus.
(9)  Represents 75,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document and 2,777 shares of Common Stock subject to
     outstanding Warrants that are currently exercisable.
(10) Represents 23,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document and 634 shares of Common Stock subject to
     outstanding Warrants that are currently exercisable. Additionally, Mr.
     Sachs has been granted options to purchase 15,000 shares of Common Stock
     under the 1997 Stock Option Plan, none of which options are exercisable
     currently or within sixty days of the date of this Prospectus.
(11) Represents 10,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document. Additionally, Mr. Thomas has been granted
     options to purchase 15,000 shares of Common Stock under the 1997 Stock
     Option Plan, none of which options are exercisable currently or within
     sixty days of the date of this Prospectus.
(12) All such 24,000 shares of Common Stock are currently outstanding.
(13) All such 10,400 shares of Common Stock are currently outstanding.
     Additionally, Ms. Williams has been granted options to purchase 30,000
     shares of Common Stock under the 1997 Stock Option Plan, none of which
     options are exercisable currently or within sixty days of the date of this
     Prospectus.
(14) The number of shares of Common Stock, if any, to be offered and sold by
     such Selling Stockholder hereby is currently an indeterminate number and
     will depend on the number of shares of Common Stock issued to or vesting in
     such Selling Stockholder under the 1997 Stock Option Plan, the 1997
     Directors Stock Option Plan and/or the 1997 Restricted Stock Documents.
     Subject to the terms and conditions of the 1997 Restricted Stock
     Agreements, 50% of the shares of Common Stock issued thereunder vest in the
     Selling Stockholder on the first anniversary of the Effective Date, and the
     remaining 50% vest on the second anniversary of the Effective Date. All
     800,000 shares of Common Stock issuable under the 1997 Stock Option Plan,
     all 200,000 shares of Common Stock issuable under the 1997 Directors Stock
     Option Plan and all 202,000 shares of Common Stock issued under the 1997
     Restricted Stock Documents are subject to this Prospectus and may be
     offered and sold hereunder by and for the account of the Selling
     Stockholders.


                  The Company may at any time and from time to time suspend,
permanently or temporarily, or otherwise prohibit any offering or sale of the
Offered Shares pursuant to this Prospectus. In connection with the registration
of the Offered Shares under the Securities Act, and the offering and sale
thereof hereby, each Selling Stockholder will be deemed to have agreed with and
represented to the Company that (1) the number of shares of Common Stock
represented to be beneficially owned by such Selling Stockholder is correct, (2)
from and after such Selling Stockholder's receipt of notice from the Company
that the Company is suspending or prohibiting the offering or sale of the
Offered Shares pursuant to this Prospectus, such Selling Stockholder may not and
will not use this Prospectus to offer or sell any of such Selling Stockholder's
then unsold Offered Shares and will forthwith discontinue disposition of its
Offered Shares pursuant to the Registration Statement until such time, if any,
as the Company notifies such Selling Stockholder that such offers and sales may
be recommenced, and (3) any purchase or sale of the Offered Shares by or for the
account of such Selling Stockholder will be effected in compliance with all
applicable federal and state securities laws, including the Securities Act and
the applicable rules and regulations promulgated thereunder.

                  All expenses incurred in connection with the registration
under the Securities Act of the Offered Shares will be paid by the Company,
except that the Company will not be liable for any selling or other fees or
expenses incurred by the Selling Stockholders.


                                      P-12
<PAGE>

                              PLAN OF DISTRIBUTION

                  Any or all of the Offered Shares owned by a Selling
Stockholder may be offered and sold from time to time by and for the account of
such Selling Stockholder. The Company will not receive any of the proceeds from
the sale hereby of the Offered Shares by any Selling Stockholder.

                  The Selling Stockholders may offer and sell any or all of the
Offered Shares from time to time in one or more transactions on the Nasdaq
National Market, in one or more brokerage transactions or in one or more
privately negotiated transactions, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Offered Shares may be offered and sold from time to time
in any manner permitted by law, including directly to one or more purchasers and
to or through underwriters, brokers, dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of Offered Shares for whom such
underwriters, brokers, dealers and agents may act as agent or to whom they may
sell as principal, or both. As of the date of this Prospectus, the Company is
not aware of any agreement, arrangement or understanding between any broker or
dealer and any Selling Stockholder with respect to the offering and sale of the
Offered Shares. The Selling Stockholder and any underwriters, brokers, dealers
or agents to or through whom sales of the Offered Shares are made hereunder may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions or discounts or other compensation paid to
such persons and any profit realized by such persons on the resale of Offered
Shares as principals may be deemed to be underwriting compensation under the
Securities Act.

                  To the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Offered Shares being offered
pursuant thereto and the terms of such offering, including the names of the
underwriters, any discounts, concessions, commissions and other items
constituting compensation to underwriters, brokers, dealers or agents, the
public offering price of the Offered Shares and any discounts, concessions or
commissions allowed or reallowed or paid by underwriters to dealers.

                  To comply with the securities laws of certain states, if
applicable, the Offered Shares will be offered and sold in such jurisdictions
only through registered or licensed brokers or dealers.

                  The Selling Stockholders may agree to indemnify any
underwriter, broker, dealer or agent that participates in transactions involving
sales of the Offered Shares against certain liabilities, including liabilities
arising under the Securities Act.

                  Any or all of the Offered Shares may be offered and sold
pursuant to Rule 144 promulgated under the Securities Act rather than pursuant
to this Prospectus.


                                      P-13
<PAGE>

                                     EXPERTS

                  The consolidated balance sheet of Edison Brothers Stores, Inc.
and subsidiaries at January 31, 1998, and the related consolidated statements of
operations, common stockholders' equity (deficit), and cash flows for each of
the 17-week period ended January 31, 1998 and the 35-week period ended October
4, 1997 (note 2 of the notes to which contains an explanatory paragraph
describing conditions that raise substantial doubt about the Company's ability
to continue as a going concern), incorporated by reference into this Prospectus
have been audited by Arthur Andersen LLP, independent auditors, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

                  The consolidated balance sheet of Edison Brothers Stores, Inc.
and subsidiaries at February 1, 1997, and the related consolidated statements of
operations, common stockholders' equity (deficit), and cash flows for each of
the two years in the period ended February 1, 1997 (note 2 of the notes to which
contains an explanatory paragraph describing conditions that raise substantial
doubt about the Company's ability to continue as a going concern), incorporated
by reference into this Prospectus have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated herein
by reference, and are incorporated by reference herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

                                  LEGAL MATTERS

                  The validity of the Offered Shares offered hereby will be
passed upon for the Company by Weil, Gotshal & Manges LLP, Houston, Texas.

                              --------------------

                  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO 
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY OTHER
PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES
NOR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

                              --------------------


                                      P-14
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on May 13, 1998.

                                       EDISON BROTHERS STORES, INC.



                                       By:  /s/ Lawrence E. Honig
                                            --------------------------------
                                            Lawrence E. Honig
                                            Chairman of the Board, President 
                                            and Chief Executive Officer


                                POWER OF ATTORNEY

                  Each person whose signature appears below hereby constitutes
and appoints Lawrence E. Honig and Alan A. Sachs, and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.



                                        8
<PAGE>

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>


           SIGNATURE                                      TITLE                        DATE
           ---------                                      -----                        ----


<S>                                         <C>                                      <C> 
/s/ Lawrence E. Honig                                Chairman of the Board,              May 13, 1998
----------------------------------------                  President and
Lawrence E. Honig                                    Chief Executive Officer
                                                  (principal executive officer)


/s/ John F. Burtelow                                Executive Vice President,            May 13, 1998
----------------------------------------        Chief Administrative Officer and
John F. Burtelow                                      Chief Financial Officer
                                                  (principal financial officer)


/s/ Thomas K. McCain                                Vice President, Taxes and            May 13, 1998
----------------------------------------               Financial Reporting
Thomas K. McCain                                  (principal accounting officer)


/s/ Jeffrey A. Cole                                         Director                     May 13, 1998
----------------------------------------
Jeffrey A. Cole


/s/ Jacob W. Doft                                           Director                     May 13, 1998
----------------------------------------
Jacob W. Doft


/s/ H. Michael Hecht                                        Director                     May 13, 1998
----------------------------------------
H. Michael Hecht


/s/ Randolph I. Thornton, Jr.                               Director                     May 13, 1998
----------------------------------------
Randolph I. Thornton, Jr.


/s/ Stephen E. Watson                                       Director                     May 13, 1998
----------------------------------------
Stephen E. Watson

</TABLE>


                                        9
<PAGE>
                                INDEX TO EXHIBITS



     Exhibit
     Number                    Exhibit
     -------                   -------

            4.1                           Amended and Restated Certificate of
                                          Incorporation of the Registrant
                                          (incorporated herein by reference to
                                          Exhibit 3.1 to the Registrant's
                                          Quarterly Report on Form 10-Q for the
                                          fiscal quarter ended November 1, 1997
                                          (File No. 1-1394)).

            4.2                           Form of Common Stock Certificate of
                                          Registrant (incorporated herein by
                                          reference to Exhibit 1.1 to the
                                          Registrant's Form 8-A dated August 20,
                                          1997 (File No. 000-23003)).

            4.3                           Amended and Restated Bylaws of the
                                          Registrant (incorporated herein by
                                          reference to Exhibit 3.2 to the
                                          Registrant's Quarterly Report on Form
                                          10-Q for the fiscal quarter ended
                                          November 1, 1997 (File No. 1-1394)).

            4.4                           Edison Brothers Stores, Inc. 1997
                                          Stock Option Plan (incorporated herein
                                          by reference to Exhibit F to Exhibit
                                          T3E-1 to the Registrant's Form T-3
                                          dated July 23, 1997 (File No.
                                          022-22273)).

            4.5                           Edison Brothers Stores, Inc. 1997
                                          Directors Stock Option Plan, as
                                          amended April 15, 1998 (incorporated
                                          herein by reference to Exhibit 10.3 to
                                          the Registrant's Annual Report on Form
                                          10-K for the fiscal year ended January
                                          31, 1998 (File No. 1-1394)).

            4.6                           Form of 1997 Restricted Stock
                                          Agreement (incorporated herein by
                                          reference to Exhibit F to Exhibit
                                          T3E-1 to the Registrant's Form T-3
                                          dated July 23, 1997 (File No.
                                          022-22273)).

            5.1                           Opinion of Weil, Gotshal & Manges LLP.

           23.1                           Consent of Weil, Gotshal & Manges LLP 
                                          (contained in Exhibit 5.1).

           23.2                           Consent of Ernst & Young LLP.

           23.3                           Consent of Arthur Andersen LLP.

           24.1                           Power of Attorney (set forth on the
                                          signature page to the Registration
                                          Statement).

           99.1                           Indenture, dated as of September 26,
                                          1997, between the Registrant and The
                                          Bank of New York, as Trustee
                                          (incorporated herein by reference to
                                          Exhibit 4.2 to the Registrant's
                                          Quarterly Report on Form 10-Q for the
                                          fiscal quarter ended November 1, 1997
                                          (File No. 1-1394)).



                                       10
<PAGE>

           99.2                           First Supplemental Trust Indenture,
                                          dated as of September 26, 1997,
                                          between the Registrant and The Bank of
                                          New York, as Trustee (incorporated
                                          herein by reference to Exhibit 4.3 to
                                          the Registrant's Quarterly Report on
                                          Form 10-Q for the fiscal quarter ended
                                          November 1, 1997 (File No. 1-1394)).

           99.3                           Warrant Agreement, dated as of
                                          September 26, 1997, between the
                                          Registrant and ChaseMellon Shareholder
                                          Services, L.L.C., as Warrant Agent
                                          (incorporated herein by reference to
                                          Exhibit 4.6 to the Registrant's
                                          Quarterly Report on Form 10-Q for the
                                          fiscal quarter ended November 1, 1997
                                          (File No. 1-1394)).

           99.4                           Registration Rights Agreement, dated
                                          as of September 26, 1997, between the
                                          Registrant and Swiss Bank Corporation
                                          (incorporated herein by reference to
                                          Exhibit 4.5 to the Registrant's
                                          Quarterly Report on Form 10-Q for the
                                          fiscal quarter ended November 1, 1997
                                          (File No. 1-1394)).

           99.5                            Employment Termination Agreement,
                                          dated September 4, 1997, between the
                                          Registrant and Alan D. Miller, former
                                          Chairman of the Board, President and
                                          Chief Executive Officer of the
                                          Registrant (incorporated herein by
                                          reference to Exhibit 10.5 to the
                                          Registrant's Quarterly Report on Form
                                          10-Q for the fiscal quarter ended
                                          November 1, 1997 (File No. 1-1394)).



                                       11

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As filed with the Securities and Exchange Commission on May 13, 1998

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          EDISON BROTHERS STORES, INC.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                               43-0254900              
   (State or other jurisdiction of         (I.R.S. Employer Identification No.) 
   incorporation or organization)                      

                               501 NORTH BROADWAY
                            ST. LOUIS, MISSOURI 63102
   (Address, including zip code, of Registrant's principal executive offices)

               EDISON BROTHERS STORES, INC. 1997 STOCK OPTION PLAN
          EDISON BROTHERS STORES, INC. 1997 DIRECTORS STOCK OPTION PLAN
                        1997 RESTRICTED STOCK AGREEMENTS
                      1997 EMPLOYMENT TERMINATION AGREEMENT
                            (Full title of the plans)
                       ----------------------------------

                                    Copy to:

                               ALAN A. SACHS, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          EDISON BROTHERS STORES, INC.
                               501 NORTH BROADWAY
                            ST. LOUIS, MISSOURI 63102
                                 (314) 331-6565
 (Name, address and telephone number, including area code, of agent for service)

                            CHARLES E. HARRELL, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                            700 LOUISIANA, SUITE 1600
                              HOUSTON, TEXAS 77002
                                 (713) 546-5000
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                 Proposed maximum   Proposed maximum
                                           Amount to be         offering price per aggregate offering     Amount of registration
  Title of securities to be registered    registered (1)            share (3)          price (3)                    fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share   1,202,000 shares (2)          $8.375           $10,066,750               $2,969.70
-----------------------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, there
      are also being registered such additional shares of the Registrant's
      Common Stock as may become issuable pursuant to the antidilution
      provisions of the Edison Brothers Stores, Inc. 1997 Stock Option Plan, the
      Edison Brothers Stores, Inc. 1997 Directors Stock Option Plan and the 1997
      Restricted Stock Agreements.

(2)   800,000 of such shares are issuable upon the exercise of outstanding
      options granted or options available for grant under the Edison Brothers
      Stores, Inc. 1997 Stock Option Plan, 200,000 of such shares are issuable
      upon the exercise of outstanding options granted or options available for
      grant under the Edison Brothers Stores, Inc. 1997 Directors Stock Option
      Plan, and 202,000 of such shares have been issued under the 1997
      Restricted Stock Agreements and the 1997 Employment Termination Agreement.

(3)   Estimated solely for the purposes of calculating the registration fee in
      accordance with Rule 457(h) under the Securities Act of 1933, as amended,
      and based on the average of the high and low prices ($8.375) of the
      Registrant's Common Stock as reported on The Nasdaq National Market on May
      7, 1998.
EXPLANATORY NOTE

                  Pursuant to General Instruction C of Form S-8, this
Registration Statement contains a prospectus that has been prepared in
accordance with the requirements of Part I of Form S-3 and that relates to
reofferings and resales of shares of Common Stock that have been or may be
acquired pursuant to the Edison Brothers Stores, Inc. 1997 Stock Option Plan,
the Edison Brothers Stores, Inc. 1997 Directors Stock Option Plan, the 1997
Restricted Stock Agreements and a 1997 Employment Termination Agreement (such
1997 Restricted Stock Agreements and such 1997 Employment Termination Agreement,
collectively the "1997 Restricted Stock Documents").

                                        2
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.
         ----------------

                  Not required to be filed with this Registration Statement.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
         -----------------------------------------------------------

                  Not required to be filed with this Registration Statement.*

--------------------------------

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
    I of Form S-8.

                                        3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

                  The following documents are incorporated by reference in this
Registration Statement:

                  a. The Registrant's Annual Report on Form 10-K for the fiscal
         year ended January 31, 1998 (the "1997 Form 10-K") filed with the
         Securities and Exchange Commission (the "Commission") under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  b. All reports filed by the Registrant pursuant to Sections
         13(a) or 15(d) of the Exchange Act since the end of the fiscal year
         covered by the 1997 Form 10-K; and

                  c. The description of the Registrant's Common Stock contained
         in the Registrant's Registration Statement on Form 8-A (File No.
         000-23003), including any amendment or report filed for the purpose of
         updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the shares of the Registrant's Common Stock offered hereby have been sold
or which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

                  Any statement or information contained herein or in any
document all or part of which is incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement or information contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement or information. Any
such statement or information so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

                  Not applicable.

                                        4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

                  The Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that each person who
was or is made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that he or she is or was a director or officer
of the Registrant will be indemnified by the Registrant, to the full extent
permitted by the Delaware General Corporation Law (the "DGCL").

                  Under Section 145 of the DGCL, a corporation may indemnify a
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action brought by or in the right of a corporation, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

                  The Certificate of Incorporation provides that a director of
the Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for
breaches of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations of law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director received an improper personal benefit. The
Certificate of Incorporation further provides that neither amendment nor repeal
of such provision nor the adoption of any term of the Certificate of
Incorporation inconsistent with such provision shall eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise, prior
to such amendment, repeal or adoption of such inconsistent provision.

                  The Registrant has entered into indemnification agreements
with each of its directors and intends to enter into indemnification agreements
with each of its future directors. Such indemnification agreements provide for
indemnification of such directors to the fullest extent permitted under Section
145 of the DGCL. Within certain limitations, such agreements also provide for
indemnification against judgments, penalties, expenses, fines and settlements
incurred by the indemnitee while serving at the request of the Registrant as a
director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

                                        5
The Registrant maintains a standard form of officers' and
directors' liability insurance policy that provides coverage to the Registrant
and the officers and directors of the Registrant for certain liabilities.

                  The foregoing summaries are necessarily subject to the
complete text of the statutes, the Certificate of Incorporation, the
indemnification agreements and the insurance policy referred to above and are
qualified in their entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

                  The shares of Common Stock issued under the 1997 Restricted
Stock Documents have been issued without registration under the Securities Act
of 1933, as amended, in reliance on Section 4(2) of the Securities Act. The
parties to each 1997 Restricted Stock Document are the Registrant and a current
or former key executive thereof.

ITEM 8.  EXHIBITS.
         --------

                  The Exhibits to this Registration Statement are listed in the
Index to Exhibits on page 10 of this Registration Statement, which Index is
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.
         ------------

                  (a)      The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  Registration Statement:

                                          (i) To include any prospectus required
                           by Section 10(a)(3) of the Securities Act of 1933, as
                           amended;

                                         (ii) To reflect in the prospectus any
                           facts or events arising after the effective date of
                           the Registration Statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the Registration
                           Statement; and

                                        (iii) To include any material
                           information with respect to the plan of distribution
                           not previously disclosed in the Registration
                           Statement or any material change to such information
                           in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and
                  Exchange Commission by the Registrant pursuant to Section 13

                                        6
or Section 15(d) of the Securities Exchange Act of 1934, as
                  amended, that are incorporated by reference in the
                  Registration Statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, as amended, each
                  such post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended), that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions described
in Item 6 above or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.

                                        7
REOFFER PROSPECTUS

                        1,202,000 Shares of Common Stock

                          EDISON BROTHERS STORES, INC.
                          -----------------------------

                  This prospectus (the "Prospectus") relates to the offer and
sale of up to 1,202,000 shares (the "Offered Shares") of Common Stock, par value
$.01 per share ("Common Stock"), of Edison Brothers Stores, Inc., a Delaware
corporation (the "Company"), by and for the account of the Selling Stockholders
(as named herein under "Selling Stockholders"). The Offered Shares have been or
may be acquired by the Selling Stockholders pursuant to (1) the Edison Brothers
Stores, Inc. 1997 Stock Option Plan (the "1997 Stock Option Plan"), (2) the
Edison Brothers Stores, Inc. 1997 Directors Stock Option Plan (the "1997
Directors Stock Option Plan") and/or (3) a 1997 Restricted Stock Agreement dated
June 4, 1997 between the Company and the Selling Stockholder (collectively, the
"1997 Restricted Stock Agreements") or, with respect to Alan D. Miller, the
Company's former Chairman of the Board, President and Chief Executive Officer,
an Employment Termination Agreement dated September 4, 1997 (such 1997
Restricted Stock Agreements and such Employment Termination Agreement,
collectively the "1997 Restricted Stock Documents").
See "Selling Stockholders."

                  All expenses incurred in connection with the registration of
the Offered Shares will be paid by the Company, with certain exceptions. See
"Selling Stockholders." The Company will not receive any of the proceeds from
the sale hereby of the Offered Shares by any Selling Stockholder.

                  The Selling Stockholders may offer and sell any or all of the
Offered Shares from time to time in one or more transactions on the Nasdaq
National Market, in one or more brokerage transactions or in one or more
privately negotiated transactions, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Offered Shares may be offered and sold from time to time
in any manner permitted by law. To the extent required, a Prospectus Supplement
will be distributed, which will set forth the number of Offered Shares being
offered pursuant thereto and the terms of such offering. See "Plan of
Distribution."

                  The Common Stock is listed on the Nasdaq National Market under
the symbol "EDBR." On May 8, 1998, the last reported sale price of the Common
Stock on the Nasdaq National Market was $8 1/2 per share.

                          -----------------------------

                  SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR
CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

                          -----------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                          -----------------------------

                   The date of this Prospectus is May 13, 1998

                                       P-1
This Prospectus contains or incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The words "anticipate," "believe,"
"expect," "intend," "will," "could," "may" 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 under the caption "Risk Factors." 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, all of the forward-looking statements made or
incorporated by reference in this Prospectus are qualified by these cautionary
statements and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on the Company or
its business or operations.

                              AVAILABLE INFORMATION

                  The Company is subject to the informational requirements of
the Exchange Act. In accordance with the Exchange Act, the Company files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities that
the Commission maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048; Citicorp Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. The Commission
maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Copies of these materials may be obtained at
prescribed rates from the Public Reference Section of the Commission at the
principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.

                  The Company has filed with the Commission a registration
statement on Form S-8 (the "Registration Statement") under the Securities Act
with respect to the Offered Shares. This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus concerning the
contents of any documents referred to herein are not necessarily complete. With
respect to each such document filed with the Commission as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description, and each such statement shall be deemed qualified in its entirety
by such reference.

                  The Common Stock is listed on the Nasdaq National Market under
the symbol "EDBR." Reports, proxy statements and other information concerning
the Company may be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

                                       P-2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Commission under the Exchange Act are hereby incorporated by reference into this
Prospectus:

                  (a)      the Company's Annual Report on Form 10-K for the
                           fiscal year ended January 31, 1998 (File No. 1-1394);
                           and

                  (b)      the description of the Company's Common Stock
                           contained in the Company's Registration Statement on
                           Form 8-A (File No. 000-23003), including any
                           amendment or report filed for the purpose of updating
                           such description.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Offered Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of filing of such documents.

                  Any statement or information contained herein or in any
document all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement or information contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement or
information. Any such statement or information so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

                  The Company will provide without charge to any person to whom
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than certain exhibits to such documents). Requests for such copies should
be directed to Alan A. Sachs, Esq., Senior Vice President, General Counsel and
Secretary, Edison Brothers Stores, Inc., 501 N. Broadway, St. Louis, Missouri
63102, telephone number (314) 331-6565.

                                       P-3
RISK FACTORS

                  Prospective investors should carefully consider, among other
things, the following factors in evaluating the Company and its business before
purchasing the Offered Shares.

RECENT OPERATING LOSSES

                  On September 26, 1997, the Company emerged from reorganization
under Chapter 11 of the Bankruptcy Code. See "The Company." The Company realized
net losses for each of the 17-week period ended January 31, 1998, the 35-week
period ended October 4, 1997 and its 1996 and 1995 fiscal years, and
consequently, had no earnings for such periods or years with which to cover
fixed charges. See "Ratio of Earnings to Fixed Charges." The failure by the
Company to cover fixed charges in the future could result in a failure to meet
the Company's debt service obligations or otherwise materially adversely affect
the Company's financial condition and results of operations. Continued losses
also could materially adversely affect the Company's future ability to obtain
financing on satisfactory terms.

RECENT SALES AND CERTAIN PROJECTIONS

                  The Company's 1997 third and fourth quarter sales results were
below expectations, and the Company is operating approximately 100 fewer stores
than projected as a result of additional closings prior to its emergence from
reorganization under Chapter 11 of the Bankruptcy Code. As a result, the Company
anticipates that its earnings before interest, taxes, depreciation and
amortization for its 1998 fiscal year will be significantly less than were
projected in the June 1997 disclosure statement pertaining to the Company's Plan
of Reorganization. See "The Company."

GENERAL ECONOMIC CONDITIONS

                  The Company owns and operates retail specialty apparel and
footwear stores in 47 of the United States, Puerto Rico, the Virgin Islands and
Canada. Periods of economic slowdown or recession may adversely affect the
Company's business lines. In addition, declines in consumer demand in the
specialty retailing environment may adversely affect the Company's business.

FINANCING NEEDS AND INDEBTEDNESS

                  The Company's ability to execute its business strategy depends
to a significant degree on the ability of the Company to obtain seasonal working
capital. The Company currently has a five-year $200 million working capital
revolving credit facility (the "Credit Facility") with a group of financial
institutions. As of April 25, 1998, $75,666,300 was outstanding under the Credit
Facility (including $74,875,300 under letters of credit). Borrowings under the
Credit Facility are secured by a lien on certain of the Company's assets,
including the Company's receivables, inventory and domestic proprietary rights.
The Credit Facility also contains various covenants, including covenants that
limit the incurrence of

                                       P-4
indebtedness, require the maintenance of a prescribed consolidated net worth and
limit dividend and similar payments. Upon the expiration of the Credit Facility,
there can be no assurance that the Company will be able to obtain financing to
fund future seasonal borrowings and letters of credit, or that any replacement
financing, if obtained, would be on terms equally favorable to the Company.
Additional factors that could adversely affect the Company's access to financing
sources, including the capital markets, or the costs of such financing, include
changes in interest rates, general economic conditions and the perception in the
capital markets of the business, results of operations, leverage, financial
condition and business prospects of the Company. Pursuant to the Plan of
Reorganization, the Company issued $120,000,000 in aggregate principal amount of
11% Senior Notes due 2007 (the "Senior Notes"). The Indenture and the First
Supplemental Trust Indenture (collectively, the "Indenture") under which the
Senior Notes were issued contain various covenants, including covenants that
limit the incurrence of indebtedness and that limit dividend and similar
payments. See "The Company."

SPECIALTY RETAILING AND COMPETITION

                  The specialty retailing business is subject to fluctuations
resulting from changes in customer preferences dictated by fashion and season.
Unlike certain of its competitors that sell to a more mature consumer with
stable, classic tastes, the Company primarily targets teen and young adult
customers whose preferences are trendy and rapidly changing. As a result, the
Company operates with less margin for error in identifying popular fashion items
and implementing merchandising strategies. In addition, merchandise usually must
be ordered a significant time in advance of the season and sometimes before
fashion trends are evidenced by customer purchases. It has been the general
practice of the Company and other apparel retailers to build up inventory levels
prior to peak selling seasons, which further increases the Company's
vulnerability to demand, pricing shifts and errors in selection and timing of
the purchases of merchandise.

                  The apparel and footwear retailing industries are highly
competitive. The Company's stores are in competition with numerous other
specialty retailers, department stores, mail order companies and discount and
manufacturer's outlets, many of which have greater sales, assets and financial
resources than the Company. Unlike certain of its competitors, the Company's
concepts lack strong national brand recognition. Additionally, because the
Company's stores generally are located in regional shopping malls, each store
typically is confronted with several national and local competitors. Within each
mall, the Company's stores face competition from other nearby retailers, and a
store's sales can be affected not only by its location in relation to its
competitors but also by its proximity to other points of attraction.
Approximately 48% of the Company's mall store leases expire on or prior to
January 31, 2001. The failure to obtain renewal of the Company's current mall
locations or the failure to locate new stores in advantageous locations could
have a material adverse effect on the Company's earnings.

                                       P-5
ADVERSE AND UNSEASONAL WEATHER CONDITIONS

                  As a mall-based retailer, the Company's sales can be adversely
affected by weather conditions that discourage consumers from traveling to malls
for shopping. In addition, unseasonal weather can lead to reduced sales of the
apparel and footwear being emphasized by the Company's stores for that season.

FOREIGN SOURCING OF MERCHANDISE

                  The Company purchases approximately 70% of its merchandise
from foreign suppliers. The Company does not manufacture any merchandise. The
Company's importing operations are subject to the contingencies generally
associated with foreign operations, including, without limitation, fluctuations
in currency values, customs duty increases, quota limitations and other
developments that could cause a disruption of import supply, any of which could
have a material adverse effect on the Company's operations.

SEASONALITY

                  The Company's fiscal year ends on the Saturday closest to
January 31. The Company's sales in its fourth quarter traditionally are higher
than in other quarterly periods because of holiday buying patterns.
Approximately 14% of the Company's annual sales are generated during the
Christmas selling season, which constitutes the period between Thanksgiving and
Christmas. Accordingly, the Company's profits, if any, traditionally have been
higher in the fourth quarter of the year than in the other three quarters and
the Company anticipates that such pattern will continue.

COMMON STOCK ELIGIBLE FOR FUTURE SALE AND SIGNIFICANT HOLDERS THEREOF

                  The Company expects that approximately 10,202,000 shares of 
Common Stock, and Warrants ("Warrants") to purchase approximately 1,008,791
additional shares of Common Stock, will be outstanding upon the completion of
the distributions thereof under the Plan of Reorganization. See "The Company."

                  Certain holders of claims under the Plan of Reorganization
have received or will receive distributions of Common Stock representing in
excess of five percent of the outstanding shares of Common Stock. If holders of
significant numbers of shares of Common Stock were to act as a group, such
holders could be in a position to control the outcome of actions requiring
approval of holders of Common Stock, including the election of directors. This
concentration of ownership could also facilitate or hinder a negotiated change
of control of the Company and, consequently, have an impact upon the value of
the Common Stock.

                  Sales of substantial numbers of shares of Common Stock, or the
perception that such sales might occur, could adversely affect prevailing market
prices for the Common Stock. Approximately 1,518,334 shares of outstanding
Common Stock are subject to a Registration Rights Agreement (the "Registration
Rights Agreement") between the Company and Swiss Bank Corporation ("Swiss Bank")
entered into pursuant to the Plan of Reorganization. See

                                       P-6
"The Company." Under the Registration Rights Agreement and subject to the
limitations set forth therein, the Company agreed to use reasonable commercial
efforts to register, for resale under the Securities Act, the Common Stock and
the Senior Notes owned by Swiss Bank, and to maintain such registration for two
years. Additionally under the Registration Rights Agreement and subject to the
limitations set forth therein, until the second anniversary of the Effective
Date (as defined under "The Company"), Swiss Bank has certain demand and
piggyback registration rights with respect to such Common Stock and Senior Notes
(in each case only to the extent not otherwise included in the registration
described in the preceding sentence).

                  The Offered Shares offered and sold hereby may be resold
without restriction under the Securities Act, except for any such shares
acquired by an "affiliate" (as defined under the Securities Act) of the Company,
which will be subject to the resale limitations of Rule 144 promulgated under
the Securities Act.

RESTRICTIONS ON DIVIDENDS

                  The Company does not currently pay dividends on its Common 
Stock and does not anticipate paying dividends on its Common Stock in the
foreseeable future. The Company's ability to pay dividends on its Common Stock
is limited by restrictive covenants in the Credit Facility and the Indenture.
See "-- Financing Needs and Indebtedness."

ISSUANCE OF PREFERRED STOCK

                  Until such time (if any) as the Board of Directors of the
Company determines that the Company should issue preferred stock and establishes
the rights of the holders of one or more series thereof, it is not possible to
state the effect of authorization and issuance of preferred stock on the rights
of holders of Common Stock. The effects of such issuance could include, however:
(i) a reduction in the amount of cash otherwise available for payment of
dividends on the Common Stock if dividends were also payable on such preferred
stock, and a restriction on dividends on the Common Stock if dividends on such
preferred stock were in arrears, (ii) a dilution of the voting power of the
Common Stock if such preferred stock were to have voting rights and (iii) a
restriction on the rights of holders of Common Stock to share in the Company's
assets on liquidation until satisfaction of any liquidation preferences granted
to holders of any such preferred stock.

CHANGE OF CERTAIN OFFICERS AND NEW BOARD OF DIRECTORS

                  On January 12, 1998, Lawrence E. Honig succeeded Alan D. 
Miller as the Company's Chairman of the Board, President and Chief Executive
Officer. On February 3, 1998, John F. Burtelow succeeded David B. Cooper, Jr. as
an Executive Vice President and the Chief Financial Officer of the Company.

                  Each member of the Company's six-member Board of Directors 
was selected by the committee of unsecured creditors appointed in the Company's
reorganization case. See "The Company."

                                       P-7
ANTI-TAKEOVER CONSIDERATIONS

                  The Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Amended and Restated
Bylaws contain a number of provisions relating to corporate governance and to
the rights of stockholders. Certain of these provisions may be deemed to have a
potential "anti-takeover" effect to the extent they are utilized to delay or
prevent a change of control of the Company. These provisions include provisions
(i) giving the Company's Board of Directors authority to determine the size of
the Board of Directors, subject to certain minimums and maximums, (ii) giving
the Company's Board of Directors authority to fill vacancies on the Board of
Directors, (iii) permitting special meetings of stockholders to be called only
by the Company's Chairman of the Board or its President or the Board of
Directors pursuant to a resolution approved by a majority thereof (except that
special meetings of stockholders are required to be called upon the written
request of the holders of at least 51% of the outstanding shares of Common
Stock) and (iv) giving the Company's Board of Directors authority to issue
series of preferred stock with such voting rights and other powers as the Board
of Directors may determine.

YEAR 2000 COMPLIANCE

                  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 for 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 million and 1999
expenses are estimated to be $2.9 million. The Company estimates that
capitalized costs associated with the installation of new software systems will
be $8.0 million in the aggregate for 1998 and 1999.

                                       P-8
THE COMPANY

                  The Company operates, directly or through its subsidiaries,
chains of apparel and footwear specialty stores in 47 of the United States,
Puerto Rico, the Virgin Islands and Canada. The stores feature primarily
private-label merchandise in the moderate price range. The stores are located
primarily in shopping malls and range in size from approximately 1,300 to 3,000
square feet. The Company does not manufacture any merchandise. Approximately 70%
of the Company's merchandise is purchased overseas. The Company currently
maintains buying offices in Taiwan, Hong Kong, China, Korea, Indonesia, Honduras
and the Philippines. Distribution of the Company's merchandise is coordinated
through three distribution centers located in Washington, Missouri; Rialto,
California; and Princeton, Indiana.

                  On September 26, 1997 (the "Effective Date"), the Company
emerged from reorganization under Chapter 11 of title 11 of the United States
Code (the "Bankruptcy Code") through implementation of the Debtors' Amended
Joint Plan of Reorganization Under Chapter 11 Of The Bankruptcy Code, as
previously confirmed by order of the United States Bankruptcy Court for the
District of Delaware entered on September 9, 1997 (as so confirmed, the "Plan of
Reorganization").

                  The Company's principal executive offices are located at 501 
N. Broadway, St. Louis, Missouri 63102, telephone number (314) 331-6000.

                       RATIO OF EARNINGS TO FIXED CHARGES

                  The Company's ratio of earnings to fixed charges for its 1993
and 1994 fiscal years were 2.9 and 2.6, respectively. The Company realized net
losses for its 1995 and 1996 fiscal years, and for each of the 35-week period
ended October 4, 1997 and the 17-week period ended January 31, 1998. For the
1995 and 1996 fiscal years, the 35-week period ended October 4, 1997 and the
17-week period ended January 31, 1998, the Company's net losses before fixed
charges were $224.3 million, $137.3 million, $64.7 million and $9.4 million,
respectively, and its fixed charges for each such year or period were $26.8
million, $2.5 million, $4.3 million and $4.9 million, respectively. For the
purpose of calculating this ratio and these amounts, earnings consist of income
(loss) before income taxes and fixed charges, and fixed charges consist of
interest expense.

                                 USE OF PROCEEDS

                  The Company will not receive any of the proceeds from the sale
by the Selling Stockholders of the Offered Shares.

                                       P-9
SELLING STOCKHOLDERS

                  This Prospectus relates to shares of Common Stock that have
been or may be acquired by certain directors and key current or former employees
of the Company (collectively, the "Selling Stockholders"), certain of whom may
be deemed to be an "affiliate" of the Company, pursuant to (1) the exercise of
stock options granted to such persons under the 1997 Stock Option Plan or the
1997 Directors Stock Option Plan, and/or (2) stock awards granted to such
persons under a 1997 Restricted Stock Document.

                  The following table sets forth, as of the date hereof, (1) the
name of each Selling Stockholder, and such Selling Stockholder's office or
position with the Company (or former office or position if no longer employed by
the Company), (2) the number of shares of Common Stock beneficially owned by the
Selling Stockholder prior to the offering of the Offered Shares hereby, (3) the
number of shares of Common Stock that may be offered hereby and (4) the number
of shares of Common Stock beneficially owned by the Selling Stockholder after
the completion of the offering and sale of the Offered Shares (assuming that all
Offered Shares are sold). Such number of shares of Common Stock beneficially
owned by each Selling Stockholder prior to the offering of the Offered Shares is
based on information furnished to the Company by such Selling Stockholder and/or
set forth in the Company's Common Stock ledger.
SHARES OF COMMON   
                                       SHARES OF COMMON                                            STOCK BENEFICIALLY 
NAME OF SELLING STOCKHOLDER            STOCK BENEFICIALLY          SHARES OF COMMON STOCK          OWNED AFTER        
AND OFFICE OR POSITION WITH            OWNED PRIOR TO THE          THAT MAY BE OFFERED             COMPLETION OF THE  
THE COMPANY                            OFFERING                    HEREBY                          OFFERING (1)       
----------------------------           -------------------         ----------------------          ------------------
Mark H. Brown
Senior Vice President                           27 (2)                    (14)                             27
                                                                                                      
John F. Burtelow                                                                                      
Executive Vice President,                                                                             
  Chief Administrative                                                                                
  Officer and Chief                                                                                   
  Financial Officer                              0 (3)                    (14)                             0
                                                                                                      
Jeffrey A. Cole                                                                                       
Director                                         0 (4)                    (14)                             0
                                                                                                      
David B. Cooper                                                                                       
Former Executive Vice                                                                                 
 President and Chief                                                                                  
 Financial Officer                          23,000 (5)                 23,000                              0
                                                                                                      
Jacob W. Doft                                                                                         
Director                                         0 (4)                    (14)                             0
                                                                                                      
Paul D. Eisen                                                                                         
President,                                                                                            
 JW/Oaktree/Coda                            23,098 (6)                    (14)                             98
                                                                                                      
Michael Fine                                                                                          
President - Footwear                                                                                  
 Group                                      25,000 (7)                    (14)                             0
                                                                                                      
                                                                                                      
                                      P-10
SHARES OF COMMON                                            SHARES OF COMMON           
NAME OF SELLING STOCKHOLDER            STOCK BENEFICIALLY          SHARES OF COMMON STOCK          STOCK BENEFICIALLY        
AND OFFICE OR POSITION WITH            OWNED PRIOR TO THE          THAT MAY BE OFFERED             OWNED AFTER               
THE COMPANY                            OFFERING                    HEREBY                          COMPLETION OF THE         
----------------------------           -------------------         ----------------------          --------------------      

H. Michael Hecht                                                                                                 
Director                                         0 (4)                    (14)                             0            
                                                                                                                        
Lawrence E. Honig                                                                                    
Chairman of the Board,                                                                               
  President and Chief                                                                                
  Executive  Officer                             0 (4)                    (14)                             0
                                                                                                     
Karl W. Michner                                                                                      
Chairman, Merchandising                                                                              
 Committee                                  23,947 (8)                    (14)                            947
                                                                                                     
Alan D. Miller                                                                                       
Former Chairman of the                                                                               
 Board, President and                                                                                
 Chief Executive Officer                    77,777 (9)                 75,000                            2,777
                                                                                                     
Alan A. Sachs                                                                                        
Senior Vice President,                                                                               
 General Counsel and                                                                                 
 Secretary                                 23,634 (10)                    (14)                            634
                                                                                                     
Steven R. Thomas                                                                                     
President,                                                                                           
 Edison Big & Tall                         10,000 (11)                    (14)                             0
                                                                                                     
Randolph I. Thornton, Jr.                                                                            
Director                                24,000 (4)(12)                    (14)                           24,000
                                                                                                     
Stephen E. Watson                                                                                    
Director                                         0 (4)                    (14)                             0
                                                                                                     
Carol L. Williams                                                                                    
President, 5-7-9 Shops                     10,400 (13)                    (14)                           10,400
--------------
(1)  Assumes that all Offered Shares are sold.
(2)  Represents 27 shares of Common Stock subject to outstanding Warrants that
     are currently exercisable. Additionally, Mr. Brown has been granted options
     to purchase 15,000 shares of Common Stock under the 1997 Stock Option Plan,
     none of which options are exercisable currently or within sixty days of the
     date of this Prospectus.
(3)  Mr. Burtelow has been granted options to purchase 40,000 shares of Common
     Stock under the 1997 Stock Option Plan, none of which options are
     exercisable currently or within sixty days of the date of this Prospectus.
(4)  Each of Messrs. Cole, Doft, Hecht, Thornton and Watson has been granted
     options to purchase 3,500 shares of Common Stock under the 1997 Directors
     Stock Option Plan, none of which options are exercisable currently or
     within sixty days of the date of this Prospectus. On January 12, 1998, Mr.
     Honig succeeded Mr. Miller as the Company's Chairman of the Board,
     President and Chief Executive Officer. See "Risk Factors -- Change of
     Certain Officers and New Board of Directors." Mr. Honig has been granted
     options to purchase 288,000 shares of Common Stock under the 1997 Stock
     Option Plan, none of which options are exercisable currently or within
     sixty days of the date of this Prospectus. Mr. Honig has also been awarded
     50,000 shares of restricted Common Stock and has been granted options to
     purchase 112,000 shares of Common Stock under the Edison Brothers Stores,
     Inc. 1998 Equity Incentive Plan, subject to stockholder approval of such
     plan.
(5)  All such 23,000 shares of Common Stock are currently outstanding and were
     issued under a 1997 Restricted Stock Document.
(6)  Represents 23,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document and 98 shares of Common Stock subject to
     outstanding Warrants that are currently exercisable. Additionally, Mr.
     Eisen has been granted

                                      P-11
options to purchase 25,000 shares of Common Stock under the 1997 Stock
     Option Plan, none of which options are exercisable currently or within
     sixty days of the date of this Prospectus.
(7)  Represents 25,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document. Additionally, Mr. Fine has been granted options
     to purchase 100,000 shares of Common Stock under the 1997 Stock Option
     Plan, none of which options are exercisable currently or within sixty days
     of the date of this Prospectus.
(8)  Represents 23,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document and 947 shares of Common Stock subject to
     outstanding Warrants that are currently exercisable. Additionally, Mr.
     Michner has been granted options to purchase 25,000 shares of Common Stock
     under the 1997 Stock Option Plan, none of which options are exercisable
     currently or within sixty days of the date of this Prospectus.
(9)  Represents 75,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document and 2,777 shares of Common Stock subject to
     outstanding Warrants that are currently exercisable.
(10) Represents 23,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document and 634 shares of Common Stock subject to
     outstanding Warrants that are currently exercisable. Additionally, Mr.
     Sachs has been granted options to purchase 15,000 shares of Common Stock
     under the 1997 Stock Option Plan, none of which options are exercisable
     currently or within sixty days of the date of this Prospectus.
(11) Represents 10,000 shares of outstanding Common Stock issued under a 1997
     Restricted Stock Document. Additionally, Mr. Thomas has been granted
     options to purchase 15,000 shares of Common Stock under the 1997 Stock
     Option Plan, none of which options are exercisable currently or within
     sixty days of the date of this Prospectus.
(12) All such 24,000 shares of Common Stock are currently outstanding.
(13) All such 10,400 shares of Common Stock are currently outstanding.
     Additionally, Ms. Williams has been granted options to purchase 30,000
     shares of Common Stock under the 1997 Stock Option Plan, none of which
     options are exercisable currently or within sixty days of the date of this
     Prospectus.
(14) The number of shares of Common Stock, if any, to be offered and sold by
     such Selling Stockholder hereby is currently an indeterminate number and
     will depend on the number of shares of Common Stock issued to or vesting in
     such Selling Stockholder under the 1997 Stock Option Plan, the 1997
     Directors Stock Option Plan and/or the 1997 Restricted Stock Documents.
     Subject to the terms and conditions of the 1997 Restricted Stock
     Agreements, 50% of the shares of Common Stock issued thereunder vest in the
     Selling Stockholder on the first anniversary of the Effective Date, and the
     remaining 50% vest on the second anniversary of the Effective Date. All
     800,000 shares of Common Stock issuable under the 1997 Stock Option Plan,
     all 200,000 shares of Common Stock issuable under the 1997 Directors Stock
     Option Plan and all 202,000 shares of Common Stock issued under the 1997
     Restricted Stock Documents are subject to this Prospectus and may be
     offered and sold hereunder by and for the account of the Selling
     Stockholders.

                  The Company may at any time and from time to time suspend,
permanently or temporarily, or otherwise prohibit any offering or sale of the
Offered Shares pursuant to this Prospectus. In connection with the registration
of the Offered Shares under the Securities Act, and the offering and sale
thereof hereby, each Selling Stockholder will be deemed to have agreed with and
represented to the Company that (1) the number of shares of Common Stock
represented to be beneficially owned by such Selling Stockholder is correct, (2)
from and after such Selling Stockholder's receipt of notice from the Company
that the Company is suspending or prohibiting the offering or sale of the
Offered Shares pursuant to this Prospectus, such Selling Stockholder may not and
will not use this Prospectus to offer or sell any of such Selling Stockholder's
then unsold Offered Shares and will forthwith discontinue disposition of its
Offered Shares pursuant to the Registration Statement until such time, if any,
as the Company notifies such Selling Stockholder that such offers and sales may
be recommenced, and (3) any purchase or sale of the Offered Shares by or for the
account of such Selling Stockholder will be effected in compliance with all
applicable federal and state securities laws, including the Securities Act and
the applicable rules and regulations promulgated thereunder.

                  All expenses incurred in connection with the registration
under the Securities Act of the Offered Shares will be paid by the Company,
except that the Company will not be liable for any selling or other fees or
expenses incurred by the Selling Stockholders.

                                      P-12
PLAN OF DISTRIBUTION

                  Any or all of the Offered Shares owned by a Selling
Stockholder may be offered and sold from time to time by and for the account of
such Selling Stockholder. The Company will not receive any of the proceeds from
the sale hereby of the Offered Shares by any Selling Stockholder.

                  The Selling Stockholders may offer and sell any or all of the
Offered Shares from time to time in one or more transactions on the Nasdaq
National Market, in one or more brokerage transactions or in one or more
privately negotiated transactions, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Offered Shares may be offered and sold from time to time
in any manner permitted by law, including directly to one or more purchasers and
to or through underwriters, brokers, dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of Offered Shares for whom such
underwriters, brokers, dealers and agents may act as agent or to whom they may
sell as principal, or both. As of the date of this Prospectus, the Company is
not aware of any agreement, arrangement or understanding between any broker or
dealer and any Selling Stockholder with respect to the offering and sale of the
Offered Shares. The Selling Stockholder and any underwriters, brokers, dealers
or agents to or through whom sales of the Offered Shares are made hereunder may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions or discounts or other compensation paid to
such persons and any profit realized by such persons on the resale of Offered
Shares as principals may be deemed to be underwriting compensation under the
Securities Act.

                  To the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Offered Shares being offered
pursuant thereto and the terms of such offering, including the names of the
underwriters, any discounts, concessions, commissions and other items
constituting compensation to underwriters, brokers, dealers or agents, the
public offering price of the Offered Shares and any discounts, concessions or
commissions allowed or reallowed or paid by underwriters to dealers.

                  To comply with the securities laws of certain states, if
applicable, the Offered Shares will be offered and sold in such jurisdictions
only through registered or licensed brokers or dealers.

                  The Selling Stockholders may agree to indemnify any
underwriter, broker, dealer or agent that participates in transactions involving
sales of the Offered Shares against certain liabilities, including liabilities
arising under the Securities Act.

                  Any or all of the Offered Shares may be offered and sold
pursuant to Rule 144 promulgated under the Securities Act rather than pursuant
to this Prospectus.

                                      P-13
EXPERTS

                  The consolidated balance sheet of Edison Brothers Stores, Inc.
and subsidiaries at January 31, 1998, and the related consolidated statements of
operations, common stockholders' equity (deficit), and cash flows for each of
the 17-week period ended January 31, 1998 and the 35-week period ended October
4, 1997 (note 2 of the notes to which contains an explanatory paragraph
describing conditions that raise substantial doubt about the Company's ability
to continue as a going concern), incorporated by reference into this Prospectus
have been audited by Arthur Andersen LLP, independent auditors, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

                  The consolidated balance sheet of Edison Brothers Stores, Inc.
and subsidiaries at February 1, 1997, and the related consolidated statements of
operations, common stockholders' equity (deficit), and cash flows for each of
the two years in the period ended February 1, 1997 (note 2 of the notes to which
contains an explanatory paragraph describing conditions that raise substantial
doubt about the Company's ability to continue as a going concern), incorporated
by reference into this Prospectus have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated herein
by reference, and are incorporated by reference herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

                                  LEGAL MATTERS

                  The validity of the Offered Shares offered hereby will be
passed upon for the Company by Weil, Gotshal & Manges LLP, Houston, Texas.

                              --------------------

                  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO 
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY OTHER
PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES
NOR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

                              --------------------

                                      P-14
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on May 13, 1998.

                                       EDISON BROTHERS STORES, INC.

                                       By:  /s/ Lawrence E. Honig
                                            --------------------------------
                                            Lawrence E. Honig
                                            Chairman of the Board, President 
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

                  Each person whose signature appears below hereby constitutes
and appoints Lawrence E. Honig and Alan A. Sachs, and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

                                        8
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE                                      TITLE                        DATE
           ---------                                      -----                        ----
/s/ Lawrence E. Honig                                Chairman of the Board,              May 13, 1998
----------------------------------------                  President and
Lawrence E. Honig                                    Chief Executive Officer
                                                  (principal executive officer)

/s/ John F. Burtelow                                Executive Vice President,            May 13, 1998
----------------------------------------        Chief Administrative Officer and
John F. Burtelow                                      Chief Financial Officer
                                                  (principal financial officer)

/s/ Thomas K. McCain                                Vice President, Taxes and            May 13, 1998
----------------------------------------               Financial Reporting
Thomas K. McCain                                  (principal accounting officer)

/s/ Jeffrey A. Cole                                         Director                     May 13, 1998
----------------------------------------
Jeffrey A. Cole

/s/ Jacob W. Doft                                           Director                     May 13, 1998
----------------------------------------
Jacob W. Doft

/s/ H. Michael Hecht                                        Director                     May 13, 1998
----------------------------------------
H. Michael Hecht

/s/ Randolph I. Thornton, Jr.                               Director                     May 13, 1998
----------------------------------------
Randolph I. Thornton, Jr.

/s/ Stephen E. Watson                                       Director                     May 13, 1998
----------------------------------------
Stephen E. Watson
9
INDEX TO EXHIBITS

     Exhibit
     Number                    Exhibit
     -------                   -------

            4.1                           Amended and Restated Certificate of
                                          Incorporation of the Registrant
                                          (incorporated herein by reference to
                                          Exhibit 3.1 to the Registrant's
                                          Quarterly Report on Form 10-Q for the
                                          fiscal quarter ended November 1, 1997
                                          (File No. 1-1394)).

            4.2                           Form of Common Stock Certificate of
                                          Registrant (incorporated herein by
                                          reference to Exhibit 1.1 to the
                                          Registrant's Form 8-A dated August 20,
                                          1997 (File No. 000-23003)).

            4.3                           Amended and Restated Bylaws of the
                                          Registrant (incorporated herein by
                                          reference to Exhibit 3.2 to the
                                          Registrant's Quarterly Report on Form
                                          10-Q for the fiscal quarter ended
                                          November 1, 1997 (File No. 1-1394)).

            4.4                           Edison Brothers Stores, Inc. 1997
                                          Stock Option Plan (incorporated herein
                                          by reference to Exhibit F to Exhibit
                                          T3E-1 to the Registrant's Form T-3
                                          dated July 23, 1997 (File No.
                                          022-22273)).

            4.5                           Edison Brothers Stores, Inc. 1997
                                          Directors Stock Option Plan, as
                                          amended April 15, 1998 (incorporated
                                          herein by reference to Exhibit 10.3 to
                                          the Registrant's Annual Report on Form
                                          10-K for the fiscal year ended January
                                          31, 1998 (File No. 1-1394)).

            4.6                           Form of 1997 Restricted Stock
                                          Agreement (incorporated herein by
                                          reference to Exhibit F to Exhibit
                                          T3E-1 to the Registrant's Form T-3
                                          dated July 23, 1997 (File No.
                                          022-22273)).

            5.1                           Opinion of Weil, Gotshal & Manges LLP.

           23.1                           Consent of Weil, Gotshal & Manges LLP 
                                          (contained in Exhibit 5.1).

           23.2                           Consent of Ernst & Young LLP.

           23.3                           Consent of Arthur Andersen LLP.

           24.1                           Power of Attorney (set forth on the
                                          signature page to the Registration
                                          Statement).

           99.1                           Indenture, dated as of September 26,
                                          1997, between the Registrant and The
                                          Bank of New York, as Trustee
                                          (incorporated herein by reference to
                                          Exhibit 4.2 to the Registrant's
                                          Quarterly Report on Form 10-Q for the
                                          fiscal quarter ended November 1, 1997
                                          (File No. 1-1394)).

                                       10
99.2                           First Supplemental Trust Indenture,
                                          dated as of September 26, 1997,
                                          between the Registrant and The Bank of
                                          New York, as Trustee (incorporated
                                          herein by reference to Exhibit 4.3 to
                                          the Registrant's Quarterly Report on
                                          Form 10-Q for the fiscal quarter ended
                                          November 1, 1997 (File No. 1-1394)).

           99.3                           Warrant Agreement, dated as of
                                          September 26, 1997, between the
                                          Registrant and ChaseMellon Shareholder
                                          Services, L.L.C., as Warrant Agent
                                          (incorporated herein by reference to
                                          Exhibit 4.6 to the Registrant's
                                          Quarterly Report on Form 10-Q for the
                                          fiscal quarter ended November 1, 1997
                                          (File No. 1-1394)).

           99.4                           Registration Rights Agreement, dated
                                          as of September 26, 1997, between the
                                          Registrant and Swiss Bank Corporation
                                          (incorporated herein by reference to
                                          Exhibit 4.5 to the Registrant's
                                          Quarterly Report on Form 10-Q for the
                                          fiscal quarter ended November 1, 1997
                                          (File No. 1-1394)).

           99.5                            Employment Termination Agreement,
                                          dated September 4, 1997, between the
                                          Registrant and Alan D. Miller, former
                                          Chairman of the Board, President and
                                          Chief Executive Officer of the
                                          Registrant (incorporated herein by
                                          reference to Exhibit 10.5 to the
                                          Registrant's Quarterly Report on Form
                                          10-Q for the fiscal quarter ended
                                          November 1, 1997 (File No. 1-1394)).

                                       11

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