FORM 10Q/A
                         AMENDMENT NO. 1

               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
For the quarterly period ended April 29, 1995
                               OR
( )  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:  April 29, 1995
                    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:

                         (615) 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 -- 10,196,755 shares as of April 29,
1995



Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits.

          27   Financial Data Schedule
                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.



                                       PROFFITT'S, INC.
                              ------------------------------------
                                         Registrant


                                            7-19-95
                              ------------------------------------
                                              Date



                                       James E. Glasscock
                              ------------------------------------
                                       James E. Glasscock
                              Executive Vice President, Chief
                              Financial Officer, and Treasurer