WARING COX, PLC
                      50 North Front Street
                           Suite 1300
                    Memphis, Tennessee  38103


                          February 5, 1996


Proffitt's, Inc.
115 North Calderwood
Alcoa, Tennessee  37703

Gentlemen:

     We have acted as counsel to Proffitt's, Inc., a Tennessee
corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration
Statement"), pursuant to the Securities Act of 1933, as amended,
relating to the Company's 1994 Long-Term Incentive Plan (the
"Plan").  This opinion is being furnished in response to Item 601
of Regulation S-K and the instructions to Form S-8.

     We are familiar with the proceedings to date with respect to
the proposed offering and have examined such records, documents
and matters of law and satisfied ourselves as to such matters of
fact as we have considered relevant for purposes of this opinion.

     On the basis of the foregoing, we are of the opinion that:

     1.   The Company is a corporation duly organized and
     existing under the laws of the State of Tennessee and is
     duly authorized to carry on the business in which it is
     engaged.

     2.   The Plan has been duly and validly authorized and
     adopted, and the 1,711,000 shares of Common Stock of the
     Company, $.10 par value (the "Shares") that may be issued
     and sold from time to time upon the exercise of options
     granted in accordance with the Plan have been duly
     authorized for issuance and will, when issued, sold and paid
     for in accordance with the Plan, be validly issued, fully
     paid and non-assessable.  

     We do not purport to cover herein the application of the
securities laws of various states to sales of the Shares.

     We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.  

                              Very truly yours,

                              WARING COX, PLC

                              /s/ WARING COX, PLC