8-K/A

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                  FORM 8-K/A
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                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):

                                 May 21, 1997

                               PROFFITT'S, INC.
            (Exact name of registrant as specified in its charter)


                                   TENNESSEE

                   (State or jurisdiction of incorporation)

  0-15907                                            62-0331040
  (Commission File Number)                (IRS Employer Identification No.)


 P.O. Box 20080, Jackson, Mississippi                 39289
(Address of principal executive offices)             (Zip Code)

                                (601) 968-4400
             (Registrant's telephone number, including area code)



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ITEM 5.  OTHER EVENTS.

On May 21, 1997, the Registrant issued a press release announcing the completion
of sale of $125 million of 8 1/8% Senior Notes due 2004 ("Notes") to qualified 
institutional buyers, certain institutional accredited investors and foreign
persons.  The amount of Notes sold is $25 million more than originally offered,
reflecting investor demand.  A copy of the press release is attached hereto as
Exhibit 99.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

   Exhibit No.                             Description
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      99                                   Press Release



                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        Registrant: PROFFITT'S, INC.



Dated:   May 21, 1997                    By:      /s/  Douglas E. Coltharp
                                           ----------------------------------
                                        Douglas E. Coltharp
                                        Executive Vice President and
                                        Chief Financial Officer



                                EXHIBIT INDEX

Exhibit No.                     Description                         Page Number
- -----------                     -----------                         -----------
   99                           Press Release

EX-99

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                           [PROFFITT'S LETTERHEAD]




                   PROFFITT'S, INC. ANNOUNCES COMPLETION OF
                            SENIOR NOTES OFFERING

                                                Contact:  Julia Bentley
                                                          (423) 981-6243

Birmingham, Alabama (May 21, 1997)--Department store retailer Proffitt's, Inc.
(NASDAQ:PRFT) ("Proffitt's" or the "Company") announced today that it has
completed the sale of $125 million of 8.125% Senior Notes, due 2004 (the
"Senior Notes").  The Senior Notes, which are rated Ba2 and BB by Moody's and
Standard and Poor's, respectively, were priced at 99.427%.  Proceeds from the
offering will be used to repay existing mortgage notes and other unsecured
obligations and to reduce amounts outstanding under the Company's revolving
credit facility.

Merrill Lynch & Co. lead-managed the offering, and Smith Barney, Inc. and
Goldman Sachs and Co. acted as co-managers on the transaction.  The Senior
Notes were offered pursuant to a 144A transaction to qualified institutional
buyers and have not been and will not be registered under the Securities
Exchange Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration.

Proffitt's Chairman and Chief Executive Officer, R. Brad Martin, commented,
"The Senior Notes offering is the first step in a capital structure strategy
designed to reduce our level of secured indebtedness, to create a more
appropriate fixed to floating interest rate balance, and to lengthen the
duration of our debt capital.  Additional steps in this strategy include the
anticipated amendment and restatement of our revolving credit facility and the
issuance of approximately $200 million of term asset-backed securities against
our proprietary credit card receivables."

Proffitt's, Inc. operates four department store divisions - Proffitt's with 19
stores; McRae's with 29 stores; Younkers with 48 stores; and Herberger's with
39 stores - and one specialty store division, Parisian, with 40 stores.  The
Company operates a total of 175 stores in twenty-four states with annualized
revenues in excess of $2.3 billion.

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