Mail Stop 3561


								September 27, 2006

Mr. Stephen I. Sadove
Chief Executive Officer
Saks Incorporated
750 Lakeshore Parkway
Birmingham, Alabama  35211

		RE:	Saks Incorporated
			Form 10-K for Fiscal Year Ended January 28, 2006
			Form 10-Q for Fiscal Quarter Ended April 30, 2006
			Form 10-Q for Fiscal Quarter Ended July 30, 2006
			File No. 1-13113

Dear Mr. Sadove:

		We have reviewed your filings and have the following
comments.  We have limited our review of your filings to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comments
are inapplicable or revisions are unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

		Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended January 28, 2006

Item 9A. Disclosure Controls and Procedures, page 42

1. We note your statement that a "control system, no matter how
well
designed and operated, can provide only reasonable, not absolute,
assurance that the control system`s objectives will be met".
Please
revise to state clearly, if true, that your disclosure controls
and
procedures are designed to provide reasonable assurance of
achieving
their objectives and that your principal executive officer and
principal financial officer concluded that your disclosure
controls
and procedures are effective at that reasonable assurance level.
In
the alternative, remove the reference to the level of assurance of
your disclosure controls and procedures.  Please refer to Section
II.F.4 of Management`s Reports on Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm.

2. Please note that the evaluation date for disclosure controls is
"as of the end of the period" covered by the quarterly or annual
report and not as of a particular date.  Revise revise
accordingly.
See Item 307 of Regulation S-K.

Certifications of Principal Executive and Financial Officers,
Exhibits 31.1 and 31.2

3. Please tell us why Mr. Kevin Wills is signing your filings on
Form
10-K and 10-Q and providing Certifications as your principal
financial officer.  We note that Mr. Douglas Coltharp is listed as
Executive Vice President and Chief Financial Officer on page 11
and
in your proxy filing.

4. Please revise to eliminate reference to the titles of your
principal executive and principal financial officers in the
introductory paragraph of the certifications to conform to the
format
provided in Item 601(b)(31) of Regulation S-K.  Their titles
should
only appear after their names and signatures at the bottom of the
certifications.  Please make this change in your revised Form 10-
Qs
for the fiscal periods ended April 30, 2006 and July 30, 2006 as
well.

Financial Statements

Note 2. Summary of Significant Accounting Policies, page F-9

5. Please expand your accounting policy on gift cards to indicate
whether the cards have expiration dates and your basis for
recognizing income, if any, on cards not redeemed.  Also, disclose
the financial statement line items that include revenue and/or
income
from gift certificates.  Show us what your disclosure will look
like
revised.

Note 3. Restatement of Previously Issued Financial Statements,
page
F-16

6. In Note 3 you disclosed that there was an error in the previous
restatement of your consolidated financial statements contained in
the 2004 Annual Report on Form 10-K and that you restated your
financial statements to correct this error.  Please tell us what
consideration you gave to filing an Item 4.02 Form 8-K with regard
to
this restatement.  Since you did not file a Form 8-K for this
restatement, please tell us how you determined that the previously
issued financial statements could continue to be relied upon.
Please
refer to SAB 99 in preparing your response.




Note 4. Proprietary Credit Card Receivables, page F-16

7. Please tell us how you account for revenue from your agreements
with HSBC relating to compensation you receive for providing
customer
service functions including new account opening, transaction
authorization, billing adjustments and customer inquires, along
with
the related costs.  Please tell us specifically how you earn
compensation under the agreement and what services you are
required
to provide.  We note from your disclosure on page 4 that you seek
to
expand the number and use of your proprietary credit cards by,
among
other things, providing incentives to your sales associates to
open
new credit accounts, providing discounts on initial and subsequent
purchases to customers who open accounts and by providing ongoing
special promotional events and loyalty programs that reward
customers
for frequency and volume of proprietary charge card usage.  Please
explain how you account for these programs as well.  Provide your
basis in GAAP for your accounting and tell us where these amounts
are
reflected in your financial statements.

Form 10-Qs for the Fiscal Periods Ended April 30, 2006 and July
30,
2006

Item 4. Controls and Procedures, page 51

8. Please revise to disclose any change in your internal control
over
financial reporting that occurred during the last fiscal quarter
that
has materially affected, or is reasonable likely to materially
affect, your internal control over financial reporting.  Refer to
Item 308 (c) of Regulation S-K.

Certifications of Principal Executive and Financial Officers,
Exhibits 31.1 and 31.2

9. We note you have not provided a rule reference in paragraph 4
for
internal control over financial reporting as defined in Exchange
Act
Rules 13a-15(f) and 15d-15(f) in your Form 10-Qs.  Please revise
your
Certifications to use the exact wording specified in Item
601(b)(31)
of Regulation S-K.

		As appropriate, please amend your filings and respond to
these comments within 10 business days, or tell us when you will
provide us with a response.  Please furnish a cover letter that
keys
your responses to our comments and provides any requested
information.  Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.





	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
		You may contact Sondra Snyder at (202) 551-3332, or in
her
absence, Donna DiSilvio at (202) 551-3202 if you have questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 551-3849 with any other questions.

							Sincerely,



							James A. Allegretto
							Senior Assistant Chief
Accountant


Mr. Stephen Sadove
Saks Incorporated
September 27, 2006
Page 1