SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                                February 3, 1996

                                PROFFITT'S, INC.
             (Exact name of registrant as specified in its charter)

                                    TENNESSEE
                 (State or other jurisdiction of incorporation)

         0-15907                                           62-0331040
(Commission File Number)                       (IRS Employer Identification No.)


                  P.O. Box 9388
                  Alcoa, TN                                      37701
(Address of principal executive offices)                      (Zip Code)

              Registrant's telephone number, including area code:
                                 (615) 983-7000









Item 2.  Acquisition or Disposition of Assets.

         On  February  3,  1996,  Proffitt's,   Inc.,  a  Tennessee  corporation
         ("Proffitt's"),  completed a merger (the "Merger") with Younkers, Inc.,
         a Delaware corporation ("Younkers"), in which a wholly owned subsidiary
         of  Proffitt's  was  merged  with  and  into  Younkers,  with  Younkers
         surviving  the Merger as a wholly owned  subsidiary of  Proffitt's.  In
         connection with the Merger,  each outstanding  share of Younkers common
         stock,  par value $0.01 per share,  was  converted  into 0.98 shares of
         Proffitt's common stock  ("Proffitt's  Common Stock"),  par value $0.10
         per share,  for an aggregate  of  approximately  8.8 million  shares of
         Proffitt's Common Stock. The Merger is being accounted for as a pooling
         of interests business combination.

         On  February  2,  1996,  the  stockholders  of each of  Proffitt's  and
         Younkers  approved  the Merger.  Proffitt's  stockholders  approved the
         Agreement  and Plan of Merger  providing  for the Merger  (the  "Merger
         Agreement") by the following vote: For -- 7,708,535;  Against -- 5,794;
         Abstain -- 4,575. Younkers stockholders adopted the Merger Agreement by
         the following  vote:  For -- 7,097,637;  Against -- 25,627;  Abstain --
         11,654.

Item 7.  Financial Statements and Exhibits.

         All financial statements and exhibits required pursuant to
         this Item 7 have been previously reported (as such term is
         defined in 17 C.F.R. s. 240.12b-2) in Proffitt's
         Registration Statement on Form S-4 (File No. 333-00029)
         filed in connection with the Merger.

                                       -2-





                                   SIGNATURES


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


                                                     PROFFITT'S, INC.



Date: February 16, 1996                     /s/ R. Brad Martin
      -----------------                     ------------------
                                                R. Brad Martin
                                                (Printed)

                                                Chairman of the Board
                                                  and Chief Executive
                                                  Officer
                                                (Title)