Exhibit Index on Page 9

As filed with the Securities and Exchange Commission on January 24, 1997
                                              Registration No.  33-
--------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            --------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            --------------------

                          CARSON PIRIE SCOTT & CO.
           (Exact name of registrant as specified in its charter)

           Illinois                                    37-0175980
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)

             331 W. Wisconsin Avenue, Milwaukee, Wisconsin  53203
         (Address, including zip code, of principal executive offices)

        CARSON PIRIE SCOTT & CO. 1996 DIRECTORS' STOCK COMPENSATION PLAN
                            (Full title of the plan)

                               Charles J. Hansen
                Vice President, General Counsel, and Secretary
                           Carson Pirie Scott & Co.
     331 W. Wisconsin Avenue, Milwaukee, Wisconsin  53203, (414) 347-5307
 (Name, address, and phone number (including area code) of agent for service)
                            --------------------

                       CALCULATION OF REGISTRATION FEE

Title of                    Proposed         Proposed 
Securities     Amount       Maximum          Maximum           Amount of
to be          to be        Offering Price   Aggregate         Registration
Registered     Registered   Per Share (1)    Offering Price    Fee

Common         125,000      $26.375          $3,296,875        $999
Shares, $.01   shares 
Par Value

Common Share   125,000 (2)   -- (2)           -- (2)            -- (2)
Purchase 
Rights
-----------------------------
(1)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(h) and 457(c) under the Securities Act, based upon the 
average of the high and low prices of the Registrant's Common Shares, $.01 
par value (the "Common Shares"), on the New York Stock Exchange on 
January 21, 1997.

(2) Common Share Purchase Rights are initially carried and traded with the 
Common Shares.  Value attributed to such rights, if any, is reflected in 
the market price of the Common Shares.
                                    1 of 18

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*
-------


ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
-------

*     Information required by Part I to be contained in the Section 10(a) 
prospectus is omitted for the Registration Statement in accordance with Rule 
428 under the Securities Act and the Note to Part I of Form S-8.










































                                   2 of 18


                                   PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
-------

     The following documents heretofore filed with the Securities and Exchange 
Commission (the "Commission") by Carson Pirie Scott & Co. (the "Registrant") 
are incorporated herein by reference:

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal year 
ended February 3, 1996. 

      (b)  The Registrant's Quarterly Report on Form 10-Q for the quarters 
ended May 4, 1996, August 3, 1996 and November 2, 1996.

      (c)   The Registrant's Current Reports on Form 8-K, dated February 5, 
1996, March 5, 1996, March 25, 1996, March 26, 1996,  May 9, 1996,  May 16, 
1996, August 8, 1996,  September 23, 1996, October 14, 1996 and November 14, 
1996.

      (d)   The description of the Common Shares contained in the Registration 
Statement on Form 8-A (No. 1-9770), as filed with the Commission on November 
15, 1994 under the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), including any subsequent amendment or report filed for the purpose of 
updating such description.

      (e)   The description of the Registrant's Common Share Purchase Rights 
contained in the Registration Statement on Form 8-A (No. 1-13480), as filed 
with the Commission on November 15, 1994 under the Exchange Act, including any 
subsequent amendment or report filed for the purpose of updating such 
description.

      (f)    All other reports filed by the Registrant pursuant to Section 
13(a) or 15(d) of the Exchange Act since February 3, 1996.

      All documents subsequently filed by the Registrant with the Commission 
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to 
the filing of a post-effective amendment to this Registration Statement which 
indicates that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference into this Registration Statement and to be a part 
hereof from the date of filing of such documents (such documents, and the 
documents enumerated above, being hereinafter referred to as "Incorporated 
Documents").

ITEM 4.     DESCRIPTION OF SECURITIES.
-------

      Not applicable.





                                   3 of 18


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
-------

      The legality of the securities registered hereby will be passed upon for 
the Registrant by Charles J. Hansen, Vice President, General Counsel, and 
Secretary of the Registrant.  As of January 9, 1997, Mr. Hansen was the 
beneficial owner of 273.24 Common Shares and options to purchase 23,400 Common 
Shares.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-------

      Reference is made to Section 8.75 of the Illinois Business Corporation 
Act, which permits a corporation to indemnify persons made a party to an 
action, by reason of the fact that the person is or was a director, officer, 
employee, or agent of the corporation or is or was serving at the request of 
the corporation as a director, officer, employee, or agent of another 
corporation or enterprise.  In the case of an action by or in the right of the 
corporation, no indemnification may be made in respect of any matter as to 
which the person was adjudged liable to the corporation unless, and only to 
the extent, the court in which the action was brought determines that, despite 
the adjudication of liability, the person is fairly and reasonably entitled to 
indemnity for proper expenses.  To the extent the person has been successful 
in the defense of any matter, the person shall be indemnified against expenses 
actually and reasonably incurred.

      The Registrant's Amended and Restated Articles of Incorporation provides 
that, to the fullest extent permitted by the Illinois Business Corporation Act 
(the "IBCA"), as the same exists or may be amended, a director or officer of 
the Registrant will be indemnified and held harmless against all expense, 
liability and loss (including attorneys' fees, judgments, fines, and amounts 
paid or to be paid in settlement) reasonably incurred or suffered by such 
person in connection with any threatened, pending or completed action, suit or 
proceeding to which such person was or is made a party or is involved in by 
reason of the fact that he or she is or was a director or officer of the 
Registrant or is or was serving at the request of the Registrant as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, including service with respect to 
employee benefit plans, whether the basis of such proceeding is alleged action 
in an official capacity as a director, officer, employee or agent or in any 
other capacity while serving as a director, officer, employee or agent; 
provided, however, that, except as provided below, the Registrant shall 
indemnify any such person seeking indemnification in connection with a 
proceeding (or part thereof) initiated by such person only if such proceeding 
(or part thereof) was authorized by the Board of Directors.

      Pursuant to the Articles of Incorporation, the Registrant may maintain 
insurance, at its expense, to protect itself and any director, officer, 
employee or agent of the Registrant or another corporation, partnership, joint 
venture, trust or other enterprise against any liability asserted against such 
person in such capacity, whether or not the Registrant would have the power to 
indemnify such person against such expense, liability or loss under the IBCA.

      Pursuant to the Articles of Incorporation and Section 8.75 of the IBCA, 
the Registrant maintains directors' and officers' liability insurance 
coverage.

                                   4 of 18


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
-------

	Not applicable.

ITEM 8.     EXHIBITS.
-------

	See Exhibit Index following the signature page of this Registration 
Statement.

ITEM 9.     UNDERTAKINGS.
-------

      (a)     The undersigned Registrant hereby undertakes:

      (1)     To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

             (i)   To include any prospectus required by Section 10(a)(3) of 
                   the Securities Act;

            (ii)   To reflect in the prospectus any facts or events arising 
                   after the effective date of the Registration Statement 
                   (or the most recent post-effective amendment thereof) 
                   which, individually or in the aggregate, represent a 
                   fundamental change in the information set forth in the 
                   Registration Statement; and

           (iii)   To include any material information with respect to the 
                   plan of distribution not previously disclosed in the 
                   Registration Statement or any material change to such 
                   information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in the Registration Statement.


      (2)     That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

      (3)     To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.







                                   5 of 18



      (b)     The undersigned Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act and each filing of the Plan's annual report pursuant to Section 
15(d) of the Exchange Act that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

      (c)     Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director or officer or 
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question of whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final adjudication 
of such issue.






























                                   6 of 18

                                  SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies 
that it has reasonable grounds to believe that it meets all the requirements 
for filing on Form S-8 and has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in the 
City of Milwaukee, State of Wisconsin, on January 23, 1997.

                                                CARSON PIRIE SCOTT & CO.

                                                By: /s/ Stanton J. Bluestone
                                                   --------------------------
                                                   Stanton J. Bluestone
                                                   Chairman of the Board and
                                                    Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed by the following persons in the capacities and on 
the date indicated.

Signature                       Title                        Date
-------------                   --------------------         ------
/s/ Stanton J. Bluestone
---------------------------     Chairman of the Board        January 23, 1997
Stanton J. Bluestone            and Chief Executive 
                                Officer and Director
                                (Principal Executive Officer) 

/s/ Michael R. MacDonald
---------------------------     President and Chief          January 23, 1997
Michael R. MacDonald            Operating Officer and 
                                Director 

/s/ Darren R. Jackson
---------------------------     Vice President and           January 23, 1997
Darren R. Jackson               Chief Financial Officer 
                               (Principal Financial Officer)

/s/David J. Biese
---------------------------     Controller (Principal        January 23, 1997
David J. Biese                  Accounting Officer)

           *
---------------------------     Director                     January 23, 1997
John W. Burden III

           *
---------------------------     Director                     January 23, 1997
Mark Dickstein

           *
---------------------------     Director                     January 23, 1997
Chaim Y. Edelstein

           *
---------------------------     Director                     January 23, 1997
Mark L. Kaufman

                                   7 of 18




           *
---------------------------     Director                     January 23, 1997
Robert Tammero

*By: /s/ Charles J. Hansen
    ----------------------------
       Charles J. Hansen,
        as Attorney-in-fact














































                                   8 of 18


                                  EXHIBIT INDEX

Copies of documents listed below which are identified with an asterisk (*) 
have previously been filed with the Commission and are incorporated into this 
Registration Statement by reference and made a part hereof.  The exhibit 
number and the file number of each document previously filed and incorporated 
into this Registration Statement by reference are set forth below.  Exhibits 
not identified with an asterisk are filed with this Registration Statement.

Exhibit                                                           Sequential
Number           Description                                    Page Numbers
-------          ----------------------------                   ------------

*4.1             Amended and Restated Articles of Incorporation
                 of the Registrant (incorporated by reference
                 to Exhibit 3.2 to the Registrant's Registration
                 Statement No. 33-67514 relating to the Common
                 Shares (the "Common Shares Registration Statement")).

*4.2             Amended and Restated By-laws of the Registrant
                 (incorporated by reference to Exhibit 3.2 to the
                 Registrant's Annual Report on Form 10-K for the
                 Registrant's fiscal year ended January 28, 1995 
                 (the "1994 Form 10-K")).

*4.3             Carson Pirie Scott & Co. 1996 Directors' Stock
                 Compensation Plan (incorporated by reference to
                 Exhibit A to the Registrant's Proxy Statement 
                 dated May 30, 1996  (File No. 1-13480)).

*4.4             Rights Agreement, dated as of November 2, 1993,
                 between the Registrant and Harris Trust and Savings
                 Bank (incorporated by reference to Exhibit 1 to the 
                 Registrant's Report on Form 8-K filed with the 
                 Commission on November 8, 1993).

*4.5             Quorum Agreement, dated March 18, 1994, among the 
                 Registrant and its subsidiaries named therein
                 (incorporated by reference to Exhibit 4.5 to the
                 Registrant's Annual Report on Form 10-K for the Registrant's
                 fiscal year ended January 29, 1994 (the "1993 Form 10-K")).

*4.6             Voting Agreement, dated October 29, 1993, among the
                 Registrant and its subsidiaries named therein
                 (incorporated by reference to Exhibit 4.6 to the 
                 1993 Form 10-K).

*4.7             Revolving Credit and Guaranty Agreement, dated as of 
                 May 24, 1996, among the Registrant, certain of the 
                 Registrant's subsidiaries, the lenders named therein,
                 ABN AMRO Bank N.V., as agent, and Dresdner Bank AG
                 and The CIT Group/Business Credit, Inc., as co-agents
                 (incorporated by reference to Exhibit 4.8  to the 
                 Registrant's Report on Form 8-K filed with the 
                 Commission on August 8, 1996)


                                   9 of 18




 5.1             Opinion of Charles J. Hansen, Esq.                        11
 
 23.1            Consent of KPMG Peat Marwick LLP.                         13

 23.2            Consent of Charles J. Hansen, Esq. (included
                 in the opinion filed as Exhibit 5.1 to this
                 Registration Statement).

 24.1            Powers of Attorney.                                       14














































                                  10 of 18
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19442}]
{"company-data": {"conformed-name": "CARSON PIRIE SCOTT & CO /IL/", "cik": "0000910723", "assigned-sic": "5311", "irs-number": "370175980", "state-of-incorporation": "IL", "fiscal-year-end": "0203"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20419", "film-number": "97510779"}, "business-address": {"street1": "331 W WISCONSIN AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53203", "phone": "4143474141"}, "mail-address": {"street1": "331 WEST WISCONSIN AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53203"}, "former-company": {"former-conformed-name": "BERGNER P A & CO", "date-changed": "19930818"}}
Exhibit Index on Page 9

As filed with the Securities and Exchange Commission on January 24, 1997
                                              Registration No.  33-
--------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            --------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            --------------------

                          CARSON PIRIE SCOTT & CO.
           (Exact name of registrant as specified in its charter)

           Illinois                                    37-0175980
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)

             331 W. Wisconsin Avenue, Milwaukee, Wisconsin  53203
         (Address, including zip code, of principal executive offices)

        CARSON PIRIE SCOTT & CO. 1996 DIRECTORS' STOCK COMPENSATION PLAN
                            (Full title of the plan)

                               Charles J. Hansen
                Vice President, General Counsel, and Secretary
                           Carson Pirie Scott & Co.
     331 W. Wisconsin Avenue, Milwaukee, Wisconsin  53203, (414) 347-5307
 (Name, address, and phone number (including area code) of agent for service)
                            --------------------

                       CALCULATION OF REGISTRATION FEE

Title of                    Proposed         Proposed 
Securities     Amount       Maximum          Maximum           Amount of
to be          to be        Offering Price   Aggregate         Registration
Registered     Registered   Per Share (1)    Offering Price    Fee

Common         125,000      $26.375          $3,296,875        $999
Shares, $.01   shares 
Par Value

Common Share   125,000 (2)   -- (2)           -- (2)            -- (2)
Purchase 
Rights
-----------------------------
(1)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(h) and 457(c) under the Securities Act, based upon the 
average of the high and low prices of the Registrant's Common Shares, $.01 
par value (the "Common Shares"), on the New York Stock Exchange on 
January 21, 1997.

(2) Common Share Purchase Rights are initially carried and traded with the 
Common Shares.  Value attributed to such rights, if any, is reflected in 
the market price of the Common Shares.
                                    1 of 18

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*
-------

ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
-------

*     Information required by Part I to be contained in the Section 10(a) 
prospectus is omitted for the Registration Statement in accordance with Rule 
428 under the Securities Act and the Note to Part I of Form S-8.

                                   2 of 18

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
-------

     The following documents heretofore filed with the Securities and Exchange 
Commission (the "Commission") by Carson Pirie Scott & Co. (the "Registrant") 
are incorporated herein by reference:

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal year 
ended February 3, 1996. 

      (b)  The Registrant's Quarterly Report on Form 10-Q for the quarters 
ended May 4, 1996, August 3, 1996 and November 2, 1996.

      (c)   The Registrant's Current Reports on Form 8-K, dated February 5, 
1996, March 5, 1996, March 25, 1996, March 26, 1996,  May 9, 1996,  May 16, 
1996, August 8, 1996,  September 23, 1996, October 14, 1996 and November 14, 
1996.

      (d)   The description of the Common Shares contained in the Registration 
Statement on Form 8-A (No. 1-9770), as filed with the Commission on November 
15, 1994 under the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), including any subsequent amendment or report filed for the purpose of 
updating such description.

      (e)   The description of the Registrant's Common Share Purchase Rights 
contained in the Registration Statement on Form 8-A (No. 1-13480), as filed 
with the Commission on November 15, 1994 under the Exchange Act, including any 
subsequent amendment or report filed for the purpose of updating such 
description.

      (f)    All other reports filed by the Registrant pursuant to Section 
13(a) or 15(d) of the Exchange Act since February 3, 1996.

      All documents subsequently filed by the Registrant with the Commission 
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to 
the filing of a post-effective amendment to this Registration Statement which 
indicates that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference into this Registration Statement and to be a part 
hereof from the date of filing of such documents (such documents, and the 
documents enumerated above, being hereinafter referred to as "Incorporated 
Documents").

ITEM 4.     DESCRIPTION OF SECURITIES.
-------

      Not applicable.

                                   3 of 18

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
-------

      The legality of the securities registered hereby will be passed upon for 
the Registrant by Charles J. Hansen, Vice President, General Counsel, and 
Secretary of the Registrant.  As of January 9, 1997, Mr. Hansen was the 
beneficial owner of 273.24 Common Shares and options to purchase 23,400 Common 
Shares.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-------

      Reference is made to Section 8.75 of the Illinois Business Corporation 
Act, which permits a corporation to indemnify persons made a party to an 
action, by reason of the fact that the person is or was a director, officer, 
employee, or agent of the corporation or is or was serving at the request of 
the corporation as a director, officer, employee, or agent of another 
corporation or enterprise.  In the case of an action by or in the right of the 
corporation, no indemnification may be made in respect of any matter as to 
which the person was adjudged liable to the corporation unless, and only to 
the extent, the court in which the action was brought determines that, despite 
the adjudication of liability, the person is fairly and reasonably entitled to 
indemnity for proper expenses.  To the extent the person has been successful 
in the defense of any matter, the person shall be indemnified against expenses 
actually and reasonably incurred.

      The Registrant's Amended and Restated Articles of Incorporation provides 
that, to the fullest extent permitted by the Illinois Business Corporation Act 
(the "IBCA"), as the same exists or may be amended, a director or officer of 
the Registrant will be indemnified and held harmless against all expense, 
liability and loss (including attorneys' fees, judgments, fines, and amounts 
paid or to be paid in settlement) reasonably incurred or suffered by such 
person in connection with any threatened, pending or completed action, suit or 
proceeding to which such person was or is made a party or is involved in by 
reason of the fact that he or she is or was a director or officer of the 
Registrant or is or was serving at the request of the Registrant as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, including service with respect to 
employee benefit plans, whether the basis of such proceeding is alleged action 
in an official capacity as a director, officer, employee or agent or in any 
other capacity while serving as a director, officer, employee or agent; 
provided, however, that, except as provided below, the Registrant shall 
indemnify any such person seeking indemnification in connection with a 
proceeding (or part thereof) initiated by such person only if such proceeding 
(or part thereof) was authorized by the Board of Directors.

      Pursuant to the Articles of Incorporation, the Registrant may maintain 
insurance, at its expense, to protect itself and any director, officer, 
employee or agent of the Registrant or another corporation, partnership, joint 
venture, trust or other enterprise against any liability asserted against such 
person in such capacity, whether or not the Registrant would have the power to 
indemnify such person against such expense, liability or loss under the IBCA.

      Pursuant to the Articles of Incorporation and Section 8.75 of the IBCA, 
the Registrant maintains directors' and officers' liability insurance 
coverage.

                                   4 of 18

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
-------

	Not applicable.

ITEM 8.     EXHIBITS.
-------

	See Exhibit Index following the signature page of this Registration 
Statement.

ITEM 9.     UNDERTAKINGS.
-------

      (a)     The undersigned Registrant hereby undertakes:

      (1)     To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

             (i)   To include any prospectus required by Section 10(a)(3) of 
                   the Securities Act;

            (ii)   To reflect in the prospectus any facts or events arising 
                   after the effective date of the Registration Statement 
                   (or the most recent post-effective amendment thereof) 
                   which, individually or in the aggregate, represent a 
                   fundamental change in the information set forth in the 
                   Registration Statement; and

           (iii)   To include any material information with respect to the 
                   plan of distribution not previously disclosed in the 
                   Registration Statement or any material change to such 
                   information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in the Registration Statement.

      (2)     That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

      (3)     To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

                                   5 of 18

      (b)     The undersigned Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act and each filing of the Plan's annual report pursuant to Section 
15(d) of the Exchange Act that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

      (c)     Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director or officer or 
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question of whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final adjudication 
of such issue.

                                   6 of 18

                                  SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies 
that it has reasonable grounds to believe that it meets all the requirements 
for filing on Form S-8 and has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in the 
City of Milwaukee, State of Wisconsin, on January 23, 1997.

                                                CARSON PIRIE SCOTT & CO.

                                                By: /s/ Stanton J. Bluestone
                                                   --------------------------
                                                   Stanton J. Bluestone
                                                   Chairman of the Board and
                                                    Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed by the following persons in the capacities and on 
the date indicated.

Signature                       Title                        Date
-------------                   --------------------         ------
/s/ Stanton J. Bluestone
---------------------------     Chairman of the Board        January 23, 1997
Stanton J. Bluestone            and Chief Executive 
                                Officer and Director
                                (Principal Executive Officer) 

/s/ Michael R. MacDonald
---------------------------     President and Chief          January 23, 1997
Michael R. MacDonald            Operating Officer and 
                                Director 

/s/ Darren R. Jackson
---------------------------     Vice President and           January 23, 1997
Darren R. Jackson               Chief Financial Officer 
                               (Principal Financial Officer)

/s/David J. Biese
---------------------------     Controller (Principal        January 23, 1997
David J. Biese                  Accounting Officer)

           *
---------------------------     Director                     January 23, 1997
John W. Burden III

           *
---------------------------     Director                     January 23, 1997
Mark Dickstein

           *
---------------------------     Director                     January 23, 1997
Chaim Y. Edelstein

           *
---------------------------     Director                     January 23, 1997
Mark L. Kaufman

                                   7 of 18

           *
---------------------------     Director                     January 23, 1997
Robert Tammero

*By: /s/ Charles J. Hansen
    ----------------------------
       Charles J. Hansen,
        as Attorney-in-fact

                                   8 of 18

                                  EXHIBIT INDEX

Copies of documents listed below which are identified with an asterisk (*) 
have previously been filed with the Commission and are incorporated into this 
Registration Statement by reference and made a part hereof.  The exhibit 
number and the file number of each document previously filed and incorporated 
into this Registration Statement by reference are set forth below.  Exhibits 
not identified with an asterisk are filed with this Registration Statement.

Exhibit                                                           Sequential
Number           Description                                    Page Numbers
-------          ----------------------------                   ------------

*4.1             Amended and Restated Articles of Incorporation
                 of the Registrant (incorporated by reference
                 to Exhibit 3.2 to the Registrant's Registration
                 Statement No. 33-67514 relating to the Common
                 Shares (the "Common Shares Registration Statement")).

*4.2             Amended and Restated By-laws of the Registrant
                 (incorporated by reference to Exhibit 3.2 to the
                 Registrant's Annual Report on Form 10-K for the
                 Registrant's fiscal year ended January 28, 1995 
                 (the "1994 Form 10-K")).

*4.3             Carson Pirie Scott & Co. 1996 Directors' Stock
                 Compensation Plan (incorporated by reference to
                 Exhibit A to the Registrant's Proxy Statement 
                 dated May 30, 1996  (File No. 1-13480)).

*4.4             Rights Agreement, dated as of November 2, 1993,
                 between the Registrant and Harris Trust and Savings
                 Bank (incorporated by reference to Exhibit 1 to the 
                 Registrant's Report on Form 8-K filed with the 
                 Commission on November 8, 1993).

*4.5             Quorum Agreement, dated March 18, 1994, among the 
                 Registrant and its subsidiaries named therein
                 (incorporated by reference to Exhibit 4.5 to the
                 Registrant's Annual Report on Form 10-K for the Registrant's
                 fiscal year ended January 29, 1994 (the "1993 Form 10-K")).

*4.6             Voting Agreement, dated October 29, 1993, among the
                 Registrant and its subsidiaries named therein
                 (incorporated by reference to Exhibit 4.6 to the 
                 1993 Form 10-K).

*4.7             Revolving Credit and Guaranty Agreement, dated as of 
                 May 24, 1996, among the Registrant, certain of the 
                 Registrant's subsidiaries, the lenders named therein,
                 ABN AMRO Bank N.V., as agent, and Dresdner Bank AG
                 and The CIT Group/Business Credit, Inc., as co-agents
                 (incorporated by reference to Exhibit 4.8  to the 
                 Registrant's Report on Form 8-K filed with the 
                 Commission on August 8, 1996)

                                   9 of 18

 5.1             Opinion of Charles J. Hansen, Esq.                        11
 
 23.1            Consent of KPMG Peat Marwick LLP.                         13

 23.2            Consent of Charles J. Hansen, Esq. (included
                 in the opinion filed as Exhibit 5.1 to this
                 Registration Statement).

 24.1            Powers of Attorney.                                       14

                                  10 of 18