ENTERPRISE FUNDING CORPORATION
     c/o MERRILL LYNCH MONEY MARKETS, INC.
     World Financial Center - South Tower
     225 Liberty Street
     New York, New York   10281

May 11, 1995


Mr. James E. Glasscock
Executive Vice President & CFO
Proffitt's, Inc./McRae's, Inc.
Highway 80-West
Jackson, Mississippi  39209

Dear Jim:

At your request, Enterprise Funding Corporation (the "Company")
hereby agrees to amend the Transfer and Administration Agreement
between the Company and McRae's, Inc. dated January 27, 1993
(incorporating all amendments to date, the "Agreement") as follows:

In Section 9.01, clause (19) of the Agreement, subparagraph (i)
shall be deleted in its entirety and replaced by the following:

     (i)  Proffitt's, Inc. permits the sum of Consolidated Tangible
Net Worth and Consolidated Subordinated Debt at any time to be less
than (x) $210,000,000, at any time from March 31, 1994 until (but
excluding) the last day of fiscal quarter immediately following the
fiscal quarter in which March 31, 1994 occurs, and (y) as of the
last date of the fiscal quarter immediately following the fiscal
quarter in which March 31, 1994 occurs and of each succeeding
fiscal quarter of Proffitt's, Inc. (each such fiscal quarter in
which such last day occurs being a "Prior Period") and until (but
excluding) the last day of the fiscal quarter of Proffitt's, Inc.
immediately following the Prior Period, the sum of (A) the amount
of Consolidated Tangible Net Worth and Consolidated Subordinated
Debt required to be maintained pursuant to this subsection during
the Prior Period plus (B) an amount equal to one hundred percent
(100%) of the Net Proceeds of each sale of capital stock or other
equity interest (including those instruments and securities
exchangeable, convertible, or exercisable  into capital stock or
other equity interests) in Proffitt's, Inc. or any Subsidiary
during the Prior Period, plus (C) an amount equal to one hundred
percent (100%) of the Net Proceeds of each sale of Consolidated
Subordinated Debt during the Prior Period, plus (D) an amount equal
to seventy-five percent (75%) of Consolidated Net Income of
Proffitt's, Inc. or any Subsidiary (without deduction for any
negative Consolidated Net Income) during the Prior Period.

The Transferor hereby represents and warrants that the
representations and warranties of the Transferor set forth in
Section 3.01 of the Agreement are true and correct as of the date
hereof (except those representations and warranties set forth
therein which specifically relate to an earlier date).

All other terms and conditions of the Agreement not amended by this
letter agreement shall remain unchanged and in full force and
effect.  This letter agreement shall be considered effective as of
December 12, 1994. 

Please signify your concurrence with this amendment to the
Agreement by signing the enclosed duplicate original of this letter
and returning it to Michelle M. Heath, NationsBank Investment
Banking, NationsBank Corporate Center - 10th Floor, 100 N. Tryon
Street, Charlotte, North Carolina 28255.

Sincerely,

ENTERPRISE  FUNDING  CORPORATION



By:
Name:   Thomas S. Dunstan
Title:     Vice President



ACCEPTED AND AGREED this 28th day of May,  1995

MCRAE'S, INC.



By:
Name:    James E. Glasscock
Title:   Executive Vice President & CFO