PROFFITTS INC
8-K, 1998-09-11
DEPARTMENT STORES
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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                             FORM 8-K

                          CURRENT REPORT

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


         Date of Report (Date of earliest event reported)
                        September 9, 1998
                        -----------------


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


                Tennessee          1-13113            62-0331040
        (State of incorporation)   (Commission      (I.R.S. Employer
                                   File Number)    Identification No.)

                750 Lakeshore Parkway
                 Birmingham, Alabama                     35211
     (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (423) 983-7000



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Item 5.  Other Events.

     On September 9, 1998, Proffitt's, Inc. announced the
completion of the it's cash tender offer for the $125 million
outstanding principal amount of its 8 1/8% Senior Notes due May 15,
2004.   All the Notes outstanding were tendered and purchased by
Proffitt's, Inc.

     Pursuant to General Instruction F to Form 8-K, the August 27,
1998 Press Release is incorporated herein by reference and is
attached hereto as Exhibit 99.


Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits.

          The following exhibits are filed as a part of this
report:

Exhibit
Number         Description

99             Press release dated September 9, 1998 re:
               completion of Proffitt's, Inc. Cash Tender Offer
               For Senior Notes


<PAGE>
                            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.

                                        PROFFITT'S INC.


                                         /s/ Charles J. Hansen
Date:  September 10, 1998               _________________________
                                        Charles J. Hansen
                                        (Printed)

                                        Vice President and
                                        Associate General Counsel
                                        (Title)


                                                       EXHIBIT 99


              PROFFITT'S, INC. COMPLETES CASH TENDER
                      OFFER FOR SENIOR NOTES

                                         Contact:  Charles Hansen
                                                   (205) 940-4600
                                                                 
Birmingham, Alabama (September 9, 1998) Department store retailer
Proffitt's, Inc. (NYSE.:PFT) today announced it had completed its
August 27, 1998 cash tender offer for the $125 million outstanding
principal amount of its 8-1/8% Senior Notes due May 15, 2004.  All
of the Notes outstanding were tendered pursuant to the offer and
were purchased by the company.  None of the Notes remains
outstanding.

Proffitt's, Inc. currently operates 231 department stores and four
free-standing furniture stores under the names of Proffitt's,
McRae's, Younkers, Parisian, Herberger's, Carson Pirie Scott,
Bergner's, and Boston Store.  The Company's annual revenues exceed
$3.5 billion.

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