EXHIBIT 11.1 
STATEMENT RE: COMPUTATION OF HISTORICAL EARNINGS PER COMMON SHARE
               PROFFITT'S, INC. AND SUBSIDIARIES
             (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                
                                                Year Ended
                                      ------------------------------
                                       2/1/97      2/3/96      1/28/95
                                     ---------   ---------    ---------
PRIMARY:
  Average shares outstanding          24,741     22,780        22,699 
  Net effect of dilutive stock
   options - based on the
   treasury stock method using
   average market price                  822        377           347 
                                       ------     ------        ------

  Primary weighted average common
   shares                             25,564     23,157         23,046 
                                     =======    =======        =======
  Income before extraordinary
   loss                             $ 37,399    $   641        $37,488 
  Less preferred dividends              (796)    (1,950)        (1,694)
  Less payment for  early
   conversion of preferred stock      (3,032)
                                      -------    -------       -------
  Income (loss) available to
   common shareholders before
   extraordinary loss                 33,571     (1,309)        35,754 
  Extraordinary loss                  (2,060)
                                      -------    -------       -------
  Net income (loss) available to
   common shareholders              $ 33,571   $(3,369)       $(35,754)
                                     ========   ========      ========
  Earnings (loss) per common share
   before extraordinary loss        $   1.31    $(0.06)           1.55

  Extraordinary Loss                             (0.09)
                                    --------   --------        --------
  Primary earnings (loss) per share    $1.31    $(0.15)          $1.55
                                    ========   ========        ========

On June 28, 1996, the Company converted 600 shares of Series A
Preferred Stock ("preferred stock") into 1,422 shares of
Proffitt's,  Inc. common stock.  In order to complete this early
conversion of the preferred stock, the Company paid $3,032 to the
holder of the preferred stock. 
                                                              
Primary earnings per share are based on earnings available to
common shareholders (net income reduced by preferred stock
dividends and payment for early conversion) and the weighted
average number of common shares and equivalents (stock options)
outstanding.  Common stock issued on June 28, 1996 for the
conversion of preferred stock has been included in the weighted
average number of shares outstanding subsequent to that date.




                     EXHIBIT 11.1 (continued)
STATEMENT RE: COMPUTATION OF HISTORICAL EARNINGS PER COMMON SHARE
                PROFFITT'S, INC. AND SUBSIDIARIES
              (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                Year Ended
                                      ------------------------------
                                           2/1/97      2/3/96       1/28/95
                                          ---------   ---------    ---------
FULLY DILUTED:
  Average shares outstanding                24,741     22,780        22,699 
  Net effect of dilutive stock
   options - based on the treasury
   stock method using year-end
   market price if higher than
   average price                               876        386           347 
  Assumed conversion of 4.75%
   subordinated debenture                    2,020                    2,020 
  Assumed conversion of preferred
   stock                                       567                    1,235 
                                           -------     -------      -------
  Fully diluted weighted average
   common shares                            28,204     23,166        26,301 
  Income  before interest
   adjustments and extraordinary
   loss                                   $ 37,399   $    641       $37,448 
  Less preferred  dividends                            (1,950)
  Add 4.75% convertible sub-
   ordinated debenture interest,
   net of federal income tax
   effect                                    2,500                    2,500 
                                            -------   --------     --------
  Adjusted net income (loss)
   before extraordinary loss
   and cumulative affect of
   changes in accounting methods            39,899     (1,309)       39,948 

  Extraordinary loss                                   (2,060)
                                            -------   --------      --------
  Adjusted net income (loss)               $39,899    $(3,369)      $39,948 
                                           ========   ========      ========
  Fully diluted earnings (loss)
   per common share before
   extraordinary loss                      $  1.41     $(0.06)      $  1.52 
  Extraordinary loss                                    (0.09)
                                           -------     -------      --------
  Fully diluted earnings (loss)
   per share                                 $1.41     $(0.15)       $ 1.52 
                                            =======    =======      ========
As a result of the June 28, 1996 preferred stock conversion and as
required by generally accepted accounting principles, fully diluted
earnings per share have been presented for the periods shown based
upon an "as if the 1,422 shares issued in the conversion were
outstanding from the beginning of the period" basis.

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