8-K

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                       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): September 4, 1997


                                PROFFITT'S, INC.
                                ----------------
               (Exact Name of Registrant as Specified in Charter)




    Tennessee                        000-13113                   82-0331040
- ---------------                     ------------             -------------------
(State or Other                     (Commission                (IRS Employer
Jurisdiction of                     File Number)             Identification No.)
 Incorporation)


                3455 Highway 80 West, Jackson, Mississippi 39209
         --------------------------------------------------------------
         (Addresses of Principal Executive Offices, including Zip Code)

                                 (601) 968-4400
                       -----------------------------------
              (Registrant's Telephone Number, including Area Code)
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ITEM 5. OTHER EVENTS.

         Attached hereto as Exhibit 99.1 is the press release of Proffitt's,
Inc., dated September 4, 1997.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.

         (c)      Exhibits.

                  The following exhibits are filed herewith:

         Exhibit No.                Description

         99.1                       Press release, dated September 4, 1997








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                                    SIGNATURE




         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.
                                             (REGISTRANT)



                                             /s/  Douglas E. Coltharp
                                             -----------------------------------
                                             Douglas E. Coltharp
                                             Executive Vice President and
                                             Chief Financial Officer



Date: September 4, 1997






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                                INDEX TO EXHIBITS


    Exhibit

      99.1        Press release, dated September 4, 1997.

EX-99.1

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                                  Exhibit 99.1

                     Press release, dated September 4, 1997
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         Birmingham, Alabama (September 4, 1997)-Department store retailer
Proffitt's, Inc. ("Profitt's" or the "Company")(NYSE:PFT) today announced that
on Friday, September 5 it will call for the October 6, 1997 redemption of all
of its outstanding 4 3/4% Convertible Subordinated Debentures due 2003
("Debentures").  The total principal amount of outstanding Debentures is $86.25
million.

         The redemption price of the Debentures is 103.1667% of the principal
amount of the Debentures plus accrued interest to the redemption date, for a
total redemption price of $1,052.1184 per $1,000 principal amount of the
Debentures. Interest on the Debentures will cease to accrue from and after the
redemption date.

         The Debentures are convertible into common stock of the Company at a
conversion price of $42.70 per share (equivalent to 23.42 shares of common stock
per $1,000 principal amount of the Debentures). Debentures surrendered for
conversion will not be entitled to interest accrued to the date of conversion.
So long as the market price of the common stock is greater than $44.92 per
share, the market value of the shares of common stock into which the Debentures
are convertible will be greater than the redemption price. However, the price of
common stock received upon conversion may fluctuate, and Debenture holders may
incur various expenses in connection with sales of common stock obtained upon
conversion. On September 3, 1997, the closing price of the Company's common
stock as reported on the New York Stock Exchange composite tape was $ 54-5/8 per
share.

         Debenture holders who do not duly surrender their Debentures for
conversion prior to 5:00 p.m. Eastern Time on September 29, 1997, the conversion
expiration time, will lose their right to convert their Debentures, and their
Debentures will be redeemed on October 6, 1997.

         The Company intends to make arrangements with a standby underwriter
pursuant to which the standby underwriter will agree to purchase from the
Company sufficient shares of the Company's common stock at $44.92 per share to
produce funds equal to the redemption price of any Debentures which are not
converted.

         Holders of the Debentures may also sell their Debentures through a
broker in the open market.

         This announcement is not an offer to sell or a solicitation of an offer
to buy any securities of the Company.

         Proffitt's Inc. operates 176 stores in 24 states under the store names
of Proffitt's, McRae's, Younkers, Parisian, and Herberger's.  The Company's
annual revenues exceed $2.3 billion. 

Contact:

   Proffitt's, Inc., Knoxville
   Julia Bentley, 423/981-6243