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):  July 4, 1998 
  
  
                             SAKS HOLDINGS, INC.
     ------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter) 
   
  
                Delaware                001-14346             52-1685667
     ------------------------------------------------------------------------
     (State or Other Jurisdiction      (Commission          (IRS Employer 
         of Incorporation)             File Number)       Identification No.)
  
  
     12 East 49th Street, New York, NY                             10017
     ------------------------------------------------------------------------
     (Address of Principal Executive Offices)                    (Zip Code) 
  
  
     Registrant's telephone number, including area code     (212) 940-4048
                 


 ITEM 5. OTHER EVENTS. 
  
      On July 4, 1998, Saks Holdings, Inc. (the "Company") entered into a
 definitive Agreement and Plan of Merger (the "Merger Agreement") with
 Proffitt's, Inc., a Tennessee corporation ("Proffitt's"), and Fifth Merger
 Corporation, a Delaware corporation and wholly-owned subsidiary of
 Proffitt's ("Merger Sub"), pursuant to which, among other things, Merger
 Sub will be merged with and into the Company, with the Company continuing
 as the surviving corporation and a wholly-owned subsidiary of Proffitt's
 (the "Merger").  Following the Merger, Proffitt's will change its name to
 Saks Incorporated. Under the terms of the Merger Agreement, which has been
 unanimously approved by the Boards of Directors of both companies, holders
 of outstanding common stock of the Company ("Company Common Stock") will
 receive 0.82 of a share of common stock of Proffitt's ("Proffitt's Common
 Stock") for each share of Company Common Stock held by them immediately
 prior to the effective time of the Merger. 
  
      The Merger is subject to certain conditions, including regulatory
 approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
 amended, an effective registration statement filed with the Securities and
 Exchange Commission and approval by the stockholders of both the Company
 and Proffitt's. The Merger has been structured as a tax-free transaction
 and will be accounted for as a pooling of interests. 
  
      Pursuant to the Merger Agreement, the Company and Proffitt's have
 agreed that the Company will have the right to designate three nominees
 (two of whom shall be members of senior management of the Company) to the
 Board of Directors of Proffitt's. 
  
      In addition, pursuant to the Merger Agreement, Proffitt's and the
 Company have agreed to work together to enter into employment agreements,
 substantially in accordance with certain terms set forth in Exhibits C and
 D to the Merger Agreement, with Philip B. Miller, the Chairman and Chief
 Executive Officer of the Company, and Brian E. Kendrick, the Vice Chairman
 and Chief Operating Officer of the Company, pursuant to which, following
 the Merger, Messrs. Miller and Kendrick will remain in their current
 positions with the Company. It is also expected that Messrs. Miller and
 Kendrick will join the Board of Directors of Proffitt's (as two of the
 three designees referred to above). 
  
      In connection with the Merger Agreement, on July 4, 1998, Proffitt's
 entered into an agreement (the "Stockholders Agreement") with Investcorp
 S.A. and its affiliates, which own in the aggregate approximately 18% of
 the outstanding shares of Company Common Stock (collectively, the
 "Investcorp Affiliates"), pursuant to which the Investcorp Affiliates
 agreed to vote the shares of Company Common Stock owned by them in favor of
 the Merger. In addition, in connection with the Merger, Proffitt's entered
 into an agreement (the "Registration Rights Agreement") with the Investcorp
 Affiliates pursuant to which Proffitt's granted certain rights to the
 Investcorp Affiliates regarding registration for resale of Proffitt's
 Common Stock to be received by them in the Merger. 
  
      The foregoing is a summary only and is qualified in its entirety by
 reference to the Merger Agreement (including the exhibits thereto), the
 Company Stockholders Agreement and the Registration Rights Agreement, each
 of which is filed as an exhibit hereto.  
  
      On July 5, 1998, the Company and Proffitt's issued a joint press
 release announcing the signing of the Merger Agreement. A copy of the joint
 press release is filed as an exhibit hereto and is incorporated by
 reference herein. 
  
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS. 
  
      (c) Exhibits.
  
      The following exhibits are filed as part of this report: 
  
      2.1    Agreement and Plan of Merger, dated as of July 4, 1998, among
             Proffitt's, Inc., Fifth Merger Corporation and Saks Holdings,
             Inc. 
  
      99.1   Stockholders' Agreement, dated as of July 4, 1998, among
             Proffitt's, Inc. and the individuals and other parties listed
             on Schedule A thereto. 
  
      99.2   Registration Rights Agreement, dated as of July 4, 1998,
             between Proffitt's, Inc. and certain specified stockholders
             of Saks Holdings, Inc. 
  
      99.3   Joint Press Release of Saks Holdings, Inc. and Proffitt's, Inc.
             dated July 5, 1998.

      99.4   Analysts' Conference Call Script.


                                  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. 
  
  
                                        SAKS HOLDINGS, INC. 
  
  
 Dated: July 8, 1998                    By:  /s/  Mark E. Hood
                                           --------------------------------
                                           Name:  Mark E. Hood 
                                           Title: Senior Vice President and
                                                  Chief Accounting Officer 



                                EXHIBIT INDEX 
  
 EXHIBIT
 NUMBER                       DESCRIPTION
 -------                      -----------
 2.1       Agreement and Plan of Merger, dated as of July 4, 1998, among
           Proffitt's, Inc., Fifth Merger Corporation and Saks Holdings,
           Inc.
  
 99.1      Stockholders' Agreement, dated as of July 4, 1998, among
           Proffitt's, Inc. and the individuals and other parties listed on
           Schedule A thereto. 
  
 99.2      Registration Rights Agreement, dated as of July 4, 1998, between
           Proffitt's, Inc. and certain specified stockholders of Saks
           Holdings, Inc. 
  
 99.3      Joint Press Release of Saks Holdings, Inc. and Proffitt's, Inc.
           dated July 5, 1998. 

 99.4      Analysts' Conference Call Script.
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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):  July 4, 1998 
  
  
                             SAKS HOLDINGS, INC.
     ------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter) 
   
  
                Delaware                001-14346             52-1685667
     ------------------------------------------------------------------------
     (State or Other Jurisdiction      (Commission          (IRS Employer 
         of Incorporation)             File Number)       Identification No.)
  
  
     12 East 49th Street, New York, NY                             10017
     ------------------------------------------------------------------------
     (Address of Principal Executive Offices)                    (Zip Code) 
  
  
     Registrant's telephone number, including area code     (212) 940-4048
                 

 ITEM 5. OTHER EVENTS. 
  
      On July 4, 1998, Saks Holdings, Inc. (the "Company") entered into a
 definitive Agreement and Plan of Merger (the "Merger Agreement") with
 Proffitt's, Inc., a Tennessee corporation ("Proffitt's"), and Fifth Merger
 Corporation, a Delaware corporation and wholly-owned subsidiary of
 Proffitt's ("Merger Sub"), pursuant to which, among other things, Merger
 Sub will be merged with and into the Company, with the Company continuing
 as the surviving corporation and a wholly-owned subsidiary of Proffitt's
 (the "Merger").  Following the Merger, Proffitt's will change its name to
 Saks Incorporated. Under the terms of the Merger Agreement, which has been
 unanimously approved by the Boards of Directors of both companies, holders
 of outstanding common stock of the Company ("Company Common Stock") will
 receive 0.82 of a share of common stock of Proffitt's ("Proffitt's Common
 Stock") for each share of Company Common Stock held by them immediately
 prior to the effective time of the Merger. 
  
      The Merger is subject to certain conditions, including regulatory
 approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
 amended, an effective registration statement filed with the Securities and
 Exchange Commission and approval by the stockholders of both the Company
 and Proffitt's. The Merger has been structured as a tax-free transaction
 and will be accounted for as a pooling of interests. 
  
      Pursuant to the Merger Agreement, the Company and Proffitt's have
 agreed that the Company will have the right to designate three nominees
 (two of whom shall be members of senior management of the Company) to the
 Board of Directors of Proffitt's. 
  
      In addition, pursuant to the Merger Agreement, Proffitt's and the
 Company have agreed to work together to enter into employment agreements,
 substantially in accordance with certain terms set forth in Exhibits C and
 D to the Merger Agreement, with Philip B. Miller, the Chairman and Chief
 Executive Officer of the Company, and Brian E. Kendrick, the Vice Chairman
 and Chief Operating Officer of the Company, pursuant to which, following
 the Merger, Messrs. Miller and Kendrick will remain in their current
 positions with the Company. It is also expected that Messrs. Miller and
 Kendrick will join the Board of Directors of Proffitt's (as two of the
 three designees referred to above). 
  
      In connection with the Merger Agreement, on July 4, 1998, Proffitt's
 entered into an agreement (the "Stockholders Agreement") with Investcorp
 S.A. and its affiliates, which own in the aggregate approximately 18% of
 the outstanding shares of Company Common Stock (collectively, the
 "Investcorp Affiliates"), pursuant to which the Investcorp Affiliates
 agreed to vote the shares of Company Common Stock owned by them in favor of
 the Merger. In addition, in connection with the Merger, Proffitt's entered
 into an agreement (the "Registration Rights Agreement") with the Investcorp
 Affiliates pursuant to which Proffitt's granted certain rights to the
 Investcorp Affiliates regarding registration for resale of Proffitt's
 Common Stock to be received by them in the Merger. 
  
      The foregoing is a summary only and is qualified in its entirety by
 reference to the Merger Agreement (including the exhibits thereto), the
 Company Stockholders Agreement and the Registration Rights Agreement, each
 of which is filed as an exhibit hereto.  
  
      On July 5, 1998, the Company and Proffitt's issued a joint press
 release announcing the signing of the Merger Agreement. A copy of the joint
 press release is filed as an exhibit hereto and is incorporated by
 reference herein. 
  
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS. 
  
      (c) Exhibits.
  
      The following exhibits are filed as part of this report: 
  
      2.1    Agreement and Plan of Merger, dated as of July 4, 1998, among
             Proffitt's, Inc., Fifth Merger Corporation and Saks Holdings,
             Inc. 
  
      99.1   Stockholders' Agreement, dated as of July 4, 1998, among
             Proffitt's, Inc. and the individuals and other parties listed
             on Schedule A thereto. 
  
      99.2   Registration Rights Agreement, dated as of July 4, 1998,
             between Proffitt's, Inc. and certain specified stockholders
             of Saks Holdings, Inc. 
  
      99.3   Joint Press Release of Saks Holdings, Inc. and Proffitt's, Inc.
             dated July 5, 1998.

      99.4   Analysts' Conference Call Script.

                                  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. 
  
  
                                        SAKS HOLDINGS, INC. 
  
  
 Dated: July 8, 1998                    By:  /s/  Mark E. Hood
                                           --------------------------------
                                           Name:  Mark E. Hood 
                                           Title: Senior Vice President and
                                                  Chief Accounting Officer 

                                EXHIBIT INDEX 
  
 EXHIBIT
 NUMBER                       DESCRIPTION
 -------                      -----------
 2.1       Agreement and Plan of Merger, dated as of July 4, 1998, among
           Proffitt's, Inc., Fifth Merger Corporation and Saks Holdings,
           Inc.
  
 99.1      Stockholders' Agreement, dated as of July 4, 1998, among
           Proffitt's, Inc. and the individuals and other parties listed on
           Schedule A thereto. 
  
 99.2      Registration Rights Agreement, dated as of July 4, 1998, between
           Proffitt's, Inc. and certain specified stockholders of Saks
           Holdings, Inc. 
  
 99.3      Joint Press Release of Saks Holdings, Inc. and Proffitt's, Inc.
           dated July 5, 1998. 

 99.4      Analysts' Conference Call Script.