Exhibit Index on Page 9

As filed with the Securities and Exchange Commission on June 13, 1997
                                             Registration No. 333-
------------------------------------------------------------------------------

                       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. 1993 STOCK INCENTIVE PLAN,
                  AS AMENDED AND RESTATED AS OF MARCH 19, 1997
                            (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(1)  Per Share       Offering Price  Fee

Common Shares,    600,000        $31.5625(2)     $18,937,500(2)  $5,739
$.01 Par Value(3) shares(3)
-----------------------------
(1) The Registration  Statement also covers an indeterminate number of shares of
Common Stock that may be issuable by reason of stock splits,  stock dividends or
similar  transactions  in accordance  with Rule 416 under the  Securities Act of
1933, as amended (the "Securities Act").

(2)  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 June 9, 1997.

(3)  And associated Common Share Purchase Rights.  Value attributable to such
Rights, if any, is reflected in the market price of the Common Shares.

                                     1 of 18
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement  will be sent or given to  participants  as specified by
Rule 428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

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

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are  incorporated  by  reference  into  the  Section  10(a)  Prospectus),  other
documents  required to be  delivered to eligible  participants  pursuant to Rule
428(b), or additional  information about the Carson Pirie Scott & Co. 1993 Stock
Incentive  Plan,  as  Amended  and  Restated  as of  March  19,  1997,  and  its
administrators are available without charge by contacting:


                                Charles J. Hansen
                 Vice President, General Counsel and Secretary
                            Carson Pirie Scott & Co.
                             331 W. Wisconsin Avenue
                           Milwaukee, Wisconsin 53203
                                 (414) 347-5307





















                                     2 of 18
<PAGE>
                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The  following  documents  heretofore  filed with 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 1, 1997.

      (b) The Registrant's  Current Reports on Form 8-K, dated March 3, 1997 and
May 14, 1997.

      (c) 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,  which  incorporates  such  description  by  reference  to  the  Company's
Registration  Statement  on Form S-1 (No.  33-67514)  declared  effective by the
Commission  on October 29, 1993,  including any  subsequent  amendment or report
filed for the purpose of updating such description.

      (d) 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,  including  any  subsequent  amendment or
report filed for the purpose of updating such description.

      (e) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since February 1, 1997.

      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.

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

      Not applicable.












                                     3 of 18
<PAGE>
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 June 9, 1997, Mr. Hansen was the beneficial
owner of 273.24 Common Shares and options to purchase 28,400 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
<PAGE>
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
<PAGE>
      (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
<PAGE>
                                   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 June 12, 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        June 12, 1997
Stanton J. Bluestone            and Chief Executive
                                Officer and Director
                                (Principal Executive Officer)

/s/ Darren R. Jackson
---------------------------     Senior Vice President and    June 12, 1997
Darren R. Jackson               Chief Financial Officer
                                (Principal Financial Officer)

/s/ David J. Biese
---------------------------     Vice President and           June 12, 1997
David J. Biese                  Controller(Principal
                                Accounting Officer)

           *
---------------------------     Director                     June 12, 1997
John W. Burden III

           *
---------------------------     Director                     June 12, 1997
Mark Dickstein

           *
---------------------------     Director                     June 12, 1997
Chaim Y. Edelstein

           *
---------------------------     Director                     June 12, 1997
Mark L. Kaufman



                                     7 of 18
<PAGE>

           *
---------------------------     Director                     June 12, 1997
William I. Jenkins

/s/ Michael R. MacDonald
---------------------------     Director                     June 12, 1997
Michael R. MacDonald


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










































                                     8 of 18
<PAGE>
                                  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 1 to the
               Registrant's Current Report on Form 8-K 
               filed with the Commission on April 8, 1996).

*4.3           Carson Pirie Scott & Co. 1993 Stock Incentive Plan,
               as amended and restated as of March 19, 1997 
               (incorporated by reference to Exhibit 10.18 to the  
               Registrant's Annual Report on Form 10-K for the 
               Registrant's fiscal year ended February 1, 1997 
               (the "1996 Form 10-K").

*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  
               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 4.1 to the
               1996 Form 10-K)


                                     9 of 18
<PAGE>
 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": 20819}]
{"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": "333-29133", "film-number": "97623512"}, "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 June 13, 1997
                                             Registration No. 333-
------------------------------------------------------------------------------

                       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. 1993 STOCK INCENTIVE PLAN,
                  AS AMENDED AND RESTATED AS OF MARCH 19, 1997
                            (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(1)  Per Share       Offering Price  Fee

Common Shares,    600,000        $31.5625(2)     $18,937,500(2)  $5,739
$.01 Par Value(3) shares(3)
-----------------------------
(1) The Registration  Statement also covers an indeterminate number of shares of
Common Stock that may be issuable by reason of stock splits,  stock dividends or
similar  transactions  in accordance  with Rule 416 under the  Securities Act of
1933, as amended (the "Securities Act").

(2)  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 June 9, 1997.

(3)  And associated Common Share Purchase Rights.  Value attributable 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.
-------

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement  will be sent or given to  participants  as specified by
Rule 428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

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

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are  incorporated  by  reference  into  the  Section  10(a)  Prospectus),  other
documents  required to be  delivered to eligible  participants  pursuant to Rule
428(b), or additional  information about the Carson Pirie Scott & Co. 1993 Stock
Incentive  Plan,  as  Amended  and  Restated  as of  March  19,  1997,  and  its
administrators are available without charge by contacting:

                                Charles J. Hansen
                 Vice President, General Counsel and Secretary
                            Carson Pirie Scott & Co.
                             331 W. Wisconsin Avenue
                           Milwaukee, Wisconsin 53203
                                 (414) 347-5307

                                     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  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 1, 1997.

      (b) The Registrant's  Current Reports on Form 8-K, dated March 3, 1997 and
May 14, 1997.

      (c) 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,  which  incorporates  such  description  by  reference  to  the  Company's
Registration  Statement  on Form S-1 (No.  33-67514)  declared  effective by the
Commission  on October 29, 1993,  including any  subsequent  amendment or report
filed for the purpose of updating such description.

      (d) 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,  including  any  subsequent  amendment or
report filed for the purpose of updating such description.

      (e) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since February 1, 1997.

      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.

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 June 9, 1997, Mr. Hansen was the beneficial
owner of 273.24 Common Shares and options to purchase 28,400 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 June 12, 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        June 12, 1997
Stanton J. Bluestone            and Chief Executive
                                Officer and Director
                                (Principal Executive Officer)

/s/ Darren R. Jackson
---------------------------     Senior Vice President and    June 12, 1997
Darren R. Jackson               Chief Financial Officer
                                (Principal Financial Officer)

/s/ David J. Biese
---------------------------     Vice President and           June 12, 1997
David J. Biese                  Controller(Principal
                                Accounting Officer)

           *
---------------------------     Director                     June 12, 1997
John W. Burden III

           *
---------------------------     Director                     June 12, 1997
Mark Dickstein

           *
---------------------------     Director                     June 12, 1997
Chaim Y. Edelstein

           *
---------------------------     Director                     June 12, 1997
Mark L. Kaufman

                                     7 of 18
*
---------------------------     Director                     June 12, 1997
William I. Jenkins

/s/ Michael R. MacDonald
---------------------------     Director                     June 12, 1997
Michael R. MacDonald

*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 1 to the
               Registrant's Current Report on Form 8-K 
               filed with the Commission on April 8, 1996).

*4.3           Carson Pirie Scott & Co. 1993 Stock Incentive Plan,
               as amended and restated as of March 19, 1997 
               (incorporated by reference to Exhibit 10.18 to the  
               Registrant's Annual Report on Form 10-K for the 
               Registrant's fiscal year ended February 1, 1997 
               (the "1996 Form 10-K").

*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  
               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 4.1 to the
               1996 Form 10-K)

                                     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