AMENDMENT NO. 1 TO
                              FORM 10Q/A

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

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

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

For the transition period from _________________ to ________________

                   For Quarter Ended August 3. 1996
                    Commission File Number 0-15907

         Exact name of registrant as specified in its charter:

                           PROFFITT'S, INC.

                  State of Incorporation:  Tennessee
          I.R.S. Employer Identification Number:  62-0331040

     Address of Principal Executive Offices (including zip code):

                 P.O. Box 9388, Alcoa, Tennessee 37701

          Registrant's telephone number, including area code:

                            (423) 983-7000

Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

Yes (X)   No ( )

                 APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common Stock, $.10 Par Value - 20,662,671 shares as of August 3, 1996

                              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 thereunto duly authorized.


                              PROFFITT'S
                       _________________________
                              Registrant


                                9-12-96
                      __________________________
                                 Date


                        /s/     Brian W. Bender
                      ___________________________
                            Brian W. Bender
                     Executive Vice President and
                        Chief Financial Officer
                          (effective 5-24-96)


                                9-12-96
                     ____________________________
                                 Date


                        /s/  James E. Glasscock
                     _____________________________
                          James E. Glasscock
                      Executive Vice President of
                         Financial Strategies
                  (Executive Vice President and Chief
                  Financial Officer through 5-23-96)