Exhibit 23.3


                CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement on Form S-8 of our report, dated March 19, 1998, except
for Notes 1, 3, 4, 9, 11, and 13 as to which the date is September
17, 1998, on our audits of the supplemental consolidated financial
statements of Saks Incorporated and Subsidiaries (formerly
Proffitt's, Inc.) as of January 31, 1998 and February 1, 1997, and
for each of the three years in the period ended January 31, 1998
which report is included in the Company's Current Report on Form 8-K
dated September 23, 1998.

Our report includes an explanatory paragraph which states that the
supplemental consolidated financial statements give retroactive
effect to the merger of Proffitt's, Inc. with Saks Holdings, Inc. 
The combination occurred on September 17, 1998, and has been
accounted for as a pooling-of-interests as described in Notes 1 and
3 to the supplemental consolidated financial statements.  Generally
accepted accounting principles proscribe giving effect to a
consummated business combination accounted for by the pooling-of-
interests method in financial statements that do not include the
date of consummation;  however, they will become the historical
consolidated financial statements of Saks Incorporated and
Subsidiaries after financial statements covering the date of
consummation of the business combination are issued.


                                   /s/ PricewaterhouseCoopers LLP

                                   PricewaterhouseCoopers LLP

Birmingham, Alabama
November 2, 1998