EXHIBIT 5.2

District Director                      Department of the Treasury
G.P.O. Box 1680
Brooklyn, NY  11202
                                   Employer Identification Number:
Date:  Sept. 22, 1995                             13-1256625
                                   File Folder Number:
                                        133002993
SAKS & COMPANY                     Person to Contact:
611 FIFTH AVENUE                        SANDRA JORDAN
NEW YORK, NY  10022                Contact Telephone Number:
                                        (617) 565-7808
                                   Plan Name:
                                        SAKS FIFTH AVENUE
                                        RETIREMENT SAVINGS PLAN
                                   Plan Number:  002

Dear Applicant:

     We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanent records.

     Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section 1.401-1(b)(3)
of the Income Tax Regulations).  We will review the status of the
plan in operation periodically.

     The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan. 
It also describes some events that automatically nullify it.  It is
very important that you read the publication.

     This letter relates only to the status of your plan under the
Internal Revenue Code.  It is not a determination regarding the
effect of other federal or local statutes.

     This determination letter is applicable for the amendment(s)
adopted on January 31, 1995.

     This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to  satisfy the nondiscrimination
requirements.

     This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations on
the basis of a design-based safe harbor described in the
regulations.

     This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.

     This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with
respect to those benefits, rights, and features that are currently
available to all employees in the plan's coverage group.  For this
purpose, the plan's coverage group consists of those employees
treated as currently benefiting for purposes of demonstrating that
the plan satisfies the minimum coverage requirements of section
410(b) of the Code.

     This letter may not be relied upon with respect to whether the
plan satisfies the qualification requirements as amended by the
Uruguay Round Agreements Act, Pub. L. 103-465.

     We have sent a copy of this letter to your representative as
indicated in the power of attorney.

     If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                                   Sincerely yours,

                                   /s/ Herbert J. Huff

                                   Herbert J. Huff
                                   District Director

Enclosures:
Publication 794