As filed with the Securities and Exchange Commission
                       on November 3, 1998
                                            Registration No.333- 
=================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       ___________________

                             Form S-8
                      Registration Statement
                              Under
                    The Securities Act of 1933
                        SAKS INCORPORATED
                   (Formerly Proffitt's, Inc.)

                     Tennessee               62-0331040
             (State of Incorporation)(IRS Employer Identification No.)
                                 
                     750 Lakeshore Parkway
B                   irmingham, Alabama 35211
                         (205) 940-4000
                                
(Address of Principal Executive Office)           
                                
           Saks Fifth Avenue Retirement Savings Plan
                                
                    (Full title of the plan)
                                
                                
                         R. Brad Martin
       Chairman of the Board and Chief Executive Officer
                                
                       Saks Incorporated
                     750 Lakeshore Parkway
                      Birmingham, AL 35211
                          205-940-4000
   (Name, address and telephone number of agent for service)
                                
                           Copies to:
          Philip L. McCool, Esq.          Brian J. Martin, Esq.
           Sommer & Barnard, PC            Saks Incorporated
             4000 Bank One Tower          750 Lakeshore Parkway
       Indianapolis, Indiana  46204    Birmingham, Alabama  35211
              (317) 630-4000                (205) 940-4980
                       ___________________

                   CALCULATION OF REGISTRATION FEE

      Title
     of each
    class 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 Stock,
$ .10 par value .... 733,977     $20.4366(2)$14,999,99.36 (2)$4,170.00

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit
     plan described above.
(2)  Estimated solely for the purpose of calculating the registration
     fee pursuant to Rule 457(c) under the Securities Act of 1933 on
     the basis of the average of the high and low prices of the Common
     Shares reported on the New York Stock Exchange on October 28, 1998.
(3)  No additional consideration will be paid for the Preferred Stock
     Purchase Rights.
======================================================================

                               Part II  
          Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

     The documents listed below, and all documents filed by Registrant
pursuant to Sections 13(a), 13(c) 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the filing of this Registration
Statement for the Saks Fifth Avenue  Retirement Savings Plan (the
"Plan") and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are deemed to be
incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of this Registration Statement:

     (a)  The Registrant's Annual Report filed with the Securities
          Exchange Commission ("SEC") on May 1, 1998 on Form 10-K for
          the fiscal year ended January 31, 1998; 

     (b)  The Plan's Annual Report on Form 11-K/A filed with the SEC on
          June 30, 1998.

     (c)  The Registrant's Quarterly Reports filed with the SEC on June
          8, 1998 and September 14, 1998 for the fiscal quarters ended
          May 2, 1998 and August 1, 1998, respectively;

     (d)  The Registrant's Current Reports on Form 8-K filed with the
          SEC on February 11, February 17,  March 26, April 13, July 8,
          July 14 (as amended), August 4, August 20, August 31,
          September 11, and two filings on September 23, 1998;

     (e)  The Registrant's Registration Statement on Form 8-A filed
          March 26, 1998 in respect of the Proffitt's Rights Agreement;
          and

     (f)  The information contained in "Description of Proffitt's
          Capital Stock" in the Registrant's Registration Statement on
          Form S-4 (Reg. No. 333-17059) filed with the Securities and
          Exchange Commission on July 29, 1998.

Item 4.   Description of Securities.

     On March 28, 1995, the Board of Directors of Registrant declared a
dividend distribution of one right (a "Right") for each share of
Registrant's Common Stock.  Each Right entitles the holder to purchase
from Registrant one two-hundredth (one/200) of a share of Series C
Preferred Stock at a price of $85 per one one-hundredth (one/100) of a
share.  Such Rights will attach to shares of Registrant's Common Stock
issued stockholders until such Rights become exercisable.  The Rights
will become exercisable upon the acquisition by any person of, or the
announcement of the intention of any person to commence a tender or
exchange offer upon the successful consummation of which such person
would be the beneficial owner of, 20% or more of the shares of
Registrant's Common Stock then outstanding, without the prior approval
of the Registrant's Board of Directors.  The Rights are generally
designed to deter coercive takeover tactics and to encourage all persons
interested in potentially acquiring control of Registrant to treat each
stockholder on a fair and equal basis.

Item 5.   Interest of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The By-Laws of Registrant provide that Registrant shall indemnify
to the full extent authorized or permitted by the Tennessee Business
Corporation Act any person made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact
that such person, or such person's testate or intestate, is or was an
officer or director of Registrant or serves or served as an officer or
director of any other enterprise at the request of Registrant.

     Section 48-18-503 of the Tennessee Business Corporation Act
provides for "mandatory indemnification," unless limited by the charter,
by a corporation against reasonable expenses incurred by a director who
is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party by reason of the director
being or having been a director of the corporation.  Section 48-18-504
of the Tennessee Business Corporation Act states that a corporation may,
in advance of the final disposition of a proceeding, reimburse
reasonable expenses incurred by a director who is a party to a
proceeding if the director furnishes the corporation with a written
affirmation of the director's good faith belief that the director has
met the standard of conduct required by Section 48-18-502 of the
Tennessee Business Corporation Act, that the director will repay the
advance if it is ultimately determined that such director did not meet
the standard of conduct required by Section 48-18-502 of the Tennessee
Business Corporation Act,  and that those making the decision to
reimburse the director determine that the facts then known would not
preclude indemnification under the Tennessee Business Corporation Act. 
Section 48-18-507 of the Tennessee Business Corporation Act provides for
mandatory indemnification, unless limited by the charter, of officers
pursuant to the provisions of Section 48-18-503 of the Tennessee
Business  Corporation Act applicable to mandatory indemnification of
directors.

     Registrant's By-Laws further provide that Registrant may purchase
and maintain insurance on behalf of any person who is or was or has
agreed to become a director or officer of Registrant, or is or was
serving at the request of Registrant as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such
person or on such person's behalf in any such capacity, or arising out
of such person's status as such, whether or not Registrant would have
the power to indemnify  such person against such liability under the By-
Laws, provided that such insurance is available on acceptable terms as
determined by a majority of Registrant's Board of Directors.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

                  Exhibit
                  Number              Description

                 4.1    Saks Fifth Avenue  Retirement Savings Plan

                 5.1    Opinion of Counsel (since the shares are not
                        original issue securities, no opinion re: legality
                        is required)   
                 5.2    Determination Letter for the Saks Fifth Avenue 
                        Retirement Savings Plan  
                23.1    Consent of PricewaterhouseCoopers LLP (Form 11-K/A
                        for the Saks Fifth Avenue  Retirement Savings Plan)
                23.2    Consent of PricewaterhouseCoopers LLP 
                23.3    Consent of PricewaterhouseCoopers LLP   
                24.0*   Power of Attorney
_________________________________
*Previously filed       


Item 9.   Undertakings.

     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 of 1933;

               (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;

               (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 Registration Statement is on Form S-3 or Form S-8, and 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 Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

          (2)  That, for the purpose of determining any liability under
     the Securities Act of 1933, 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.

          (4)  If the Registrant is a foreign private issuer, to file a
     post-effective amendment to the Registration Statement to include
     any financial statements required by Section 210.3-19 of this chapter at
     the start of any delayed offering or throughout a continuous
     offering.  Financial statements and information otherwise required
     by Section 10(a)(3) of the Act need not be furnished, provided that
     the Registrant includes in the prospectus, by means of a post-
     effective amendment, financial statements required pursuant to this
     paragraph (a)(4) and other information necessary to ensure that all
     other information in the prospectus is at least as current as the
     date of those financial statements.

          (5)  For the purposes of determining any liability under the
     Securities Act of 1933, each filing of the Registrant's annual
     report pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) 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.

          (6)  Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors, officers,
     and controlling persons of the Registrant pursuant to the foregoing
     provisions described in Item 15, or otherwise, the Registrant has
     been advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the 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, 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 whether such indemnification by it is
     against public policy as expressed in the Act and will be governed
     by the final adjudication of such issue.


                              SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of 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
Birmingham, State of Alabama, on the 3rd day of November, 1998.

                              Saks Incorporated

                              By:       /s/ Brian J. Martin
                                     ________________________________
                                      Brian J. Martin  
                                      Executive Vice President of Law

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brian J. Martin and Julia A.
Bentley, and each of them, his or her true and lawful attorney-in-fact
and agent with full power of substitution for him or her in his or her
name, place and stead, in any and all capacities to sign any and all
amendments (including pre-effective and post-effective amendments) to
this Registration Statement, and to file the same with all exhibits
thereto and other documents in connection therewith, including any
Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, with the Securities and Exchange Commission,
grants unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and
purposes as he or she might or could do in person, and hereby ratifies
and confirms all that said attorneys-in-fact and agents or their or his
or her substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 3, 1998 by the
following persons in the capacities indicated.

/s/ R. Brad Martin
___________________________
  R. Brad Martin                   Chairman of the Board and Chief
                                   Executive Officer (Principal
                                   Executive Officer)

/s/ Ronald deWaal
___________________________
Ronald deWaal                      Vice Chairman and Director


/s/ Douglas E. Coltharp
___________________________
   Douglas E. Coltharp             Executive Vice President and Chief
                                   Financial Officer
                                   (Principal Financial Officer)

/s/ Donald E. Wright               
___________________________
   Donald E. Wright                Senior Vice President of Finance and
                                   Chief Accounting Officer (Principal
                                   Accounting Officer)
                                   
___________________________
   Bernard E. Bernstein            Director


/s/ Stanton J. Bluestone
___________________________
   Stanton J. Bluestone            Director


/s/ John E. Burden, III
___________________________
  John W. Burden, III              Director



___________________________
   Edmond D. Cicala                Director


/s/ James A. Coggin 
___________________________
James A. Coggin                    Director
                                   

___________________________
Julius Erving                      Director


/s/ Michael S. Gross 
___________________________
   Michael S. Gross                Director


/s/ Donald E. Hess                 
___________________________
   Donald E. Hess                  Director


/s/ G. David Hurd                  
___________________________
  G. David Hurd                    Director


/s/ Philip B. Miller 
___________________________
Philip B. Miller                   Director
                                   

/s/ Robert M. Mosco
___________________________
Robert M. Mosco                    Director


/s/ C. Warren Neel 
___________________________
   C. Warren Neel                  Director


/s/ Charles J. Philippin 
___________________________
Charles J. Philippin               Director


/s/ Stephen I. Sadove              
___________________________
Stephen I. Sadove                  Director


___________________________
  Marguerite W. Sallee             Director


/s/ Gerald Tsai, Jr. 
___________________________
   Gerald Tsai, Jr.                Director


     The Plan.  Pursuant to the requirements of the Securities Act,
the Trustee for the Saks Fifth Avenue  Retirement Savings Plan has
duly caused this registration statement to be signed on its behalf by
the Undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 3rd day of November, 1998.


                              Saks Fifth Avenue  Retirement Savings
Plan
     

                              By:       /s/ Brian J. Martin
                                   ___________________________________
                              Name: Brian J. Martin
                              Title:    Plan Administrator



                       INDEX TO EXHIBITS FILED
                     TO REGISTRATION STATEMENT ON
                    FORM S-8 OF SAKS INCORPORATED



                  Exhibit
                  Number              Description

                 4.1    Saks Fifth Avenue  Retirement Savings Plan

                 5.1    Opinion of Counsel (since the shares are not
                        original issue securities, no opinion re: legality
                        is required)   
                 5.2    Determination Letter for the Saks Fifth Avenue 
                        Retirement Savings Plan  
                23.1    Consent of PricewaterhouseCoopers LLP (Form 11-K/A
                        for the Saks Fifth Avenue  Retirement Savings
                        Plan)
                23.2    Consent of PricewaterhouseCoopers LLP 
                23.3    Consent of PricewaterhouseCoopers LLP   
                24.0*   Power of Attorney
_________________________________
*Previously filed
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20996}]
{"company-data": {"conformed-name": "SAKS INC", "cik": "0000812900", "assigned-sic": "5311", "irs-number": "620331040", "state-of-incorporation": "TN", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66759", "film-number": "98737246"}, "business-address": {"street1": "750 LAKESHORE PARKWAY", "city": "BIRMINGHAM", "state": "AL", "zip": "35211", "phone": "2059414000"}, "mail-address": {"city": "ALCOA", "state": "TN", "zip": "37701"}, "former-company": {"former-conformed-name": "PROFFITTS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission
                       on November 3, 1998
                                            Registration No.333- 
=================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       ___________________

                             Form S-8
                      Registration Statement
                              Under
                    The Securities Act of 1933
                        SAKS INCORPORATED
                   (Formerly Proffitt's, Inc.)

                     Tennessee               62-0331040
             (State of Incorporation)(IRS Employer Identification No.)
                                 
                     750 Lakeshore Parkway
B                   irmingham, Alabama 35211
                         (205) 940-4000
                                
(Address of Principal Executive Office)           
                                
           Saks Fifth Avenue Retirement Savings Plan
                                
                    (Full title of the plan)
                                
                                
                         R. Brad Martin
       Chairman of the Board and Chief Executive Officer
                                
                       Saks Incorporated
                     750 Lakeshore Parkway
                      Birmingham, AL 35211
                          205-940-4000
   (Name, address and telephone number of agent for service)
                                
                           Copies to:
          Philip L. McCool, Esq.          Brian J. Martin, Esq.
           Sommer & Barnard, PC            Saks Incorporated
             4000 Bank One Tower          750 Lakeshore Parkway
       Indianapolis, Indiana  46204    Birmingham, Alabama  35211
              (317) 630-4000                (205) 940-4980
                       ___________________

                   CALCULATION OF REGISTRATION FEE

      Title
     of each
    class 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 Stock,
$ .10 par value .... 733,977     $20.4366(2)$14,999,99.36 (2)$4,170.00

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit
     plan described above.
(2)  Estimated solely for the purpose of calculating the registration
     fee pursuant to Rule 457(c) under the Securities Act of 1933 on
     the basis of the average of the high and low prices of the Common
     Shares reported on the New York Stock Exchange on October 28, 1998.
(3)  No additional consideration will be paid for the Preferred Stock
     Purchase Rights.
======================================================================

                               Part II  
          Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

     The documents listed below, and all documents filed by Registrant
pursuant to Sections 13(a), 13(c) 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the filing of this Registration
Statement for the Saks Fifth Avenue  Retirement Savings Plan (the
"Plan") and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are deemed to be
incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of this Registration Statement:

     (a)  The Registrant's Annual Report filed with the Securities
          Exchange Commission ("SEC") on May 1, 1998 on Form 10-K for
          the fiscal year ended January 31, 1998; 

     (b)  The Plan's Annual Report on Form 11-K/A filed with the SEC on
          June 30, 1998.

     (c)  The Registrant's Quarterly Reports filed with the SEC on June
          8, 1998 and September 14, 1998 for the fiscal quarters ended
          May 2, 1998 and August 1, 1998, respectively;

     (d)  The Registrant's Current Reports on Form 8-K filed with the
          SEC on February 11, February 17,  March 26, April 13, July 8,
          July 14 (as amended), August 4, August 20, August 31,
          September 11, and two filings on September 23, 1998;

     (e)  The Registrant's Registration Statement on Form 8-A filed
          March 26, 1998 in respect of the Proffitt's Rights Agreement;
          and

     (f)  The information contained in "Description of Proffitt's
          Capital Stock" in the Registrant's Registration Statement on
          Form S-4 (Reg. No. 333-17059) filed with the Securities and
          Exchange Commission on July 29, 1998.

Item 4.   Description of Securities.

     On March 28, 1995, the Board of Directors of Registrant declared a
dividend distribution of one right (a "Right") for each share of
Registrant's Common Stock.  Each Right entitles the holder to purchase
from Registrant one two-hundredth (one/200) of a share of Series C
Preferred Stock at a price of $85 per one one-hundredth (one/100) of a
share.  Such Rights will attach to shares of Registrant's Common Stock
issued stockholders until such Rights become exercisable.  The Rights
will become exercisable upon the acquisition by any person of, or the
announcement of the intention of any person to commence a tender or
exchange offer upon the successful consummation of which such person
would be the beneficial owner of, 20% or more of the shares of
Registrant's Common Stock then outstanding, without the prior approval
of the Registrant's Board of Directors.  The Rights are generally
designed to deter coercive takeover tactics and to encourage all persons
interested in potentially acquiring control of Registrant to treat each
stockholder on a fair and equal basis.

Item 5.   Interest of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The By-Laws of Registrant provide that Registrant shall indemnify
to the full extent authorized or permitted by the Tennessee Business
Corporation Act any person made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact
that such person, or such person's testate or intestate, is or was an
officer or director of Registrant or serves or served as an officer or
director of any other enterprise at the request of Registrant.

     Section 48-18-503 of the Tennessee Business Corporation Act
provides for "mandatory indemnification," unless limited by the charter,
by a corporation against reasonable expenses incurred by a director who
is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party by reason of the director
being or having been a director of the corporation.  Section 48-18-504
of the Tennessee Business Corporation Act states that a corporation may,
in advance of the final disposition of a proceeding, reimburse
reasonable expenses incurred by a director who is a party to a
proceeding if the director furnishes the corporation with a written
affirmation of the director's good faith belief that the director has
met the standard of conduct required by Section 48-18-502 of the
Tennessee Business Corporation Act, that the director will repay the
advance if it is ultimately determined that such director did not meet
the standard of conduct required by Section 48-18-502 of the Tennessee
Business Corporation Act,  and that those making the decision to
reimburse the director determine that the facts then known would not
preclude indemnification under the Tennessee Business Corporation Act. 
Section 48-18-507 of the Tennessee Business Corporation Act provides for
mandatory indemnification, unless limited by the charter, of officers
pursuant to the provisions of Section 48-18-503 of the Tennessee
Business  Corporation Act applicable to mandatory indemnification of
directors.

     Registrant's By-Laws further provide that Registrant may purchase
and maintain insurance on behalf of any person who is or was or has
agreed to become a director or officer of Registrant, or is or was
serving at the request of Registrant as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such
person or on such person's behalf in any such capacity, or arising out
of such person's status as such, whether or not Registrant would have
the power to indemnify  such person against such liability under the By-
Laws, provided that such insurance is available on acceptable terms as
determined by a majority of Registrant's Board of Directors.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

                  Exhibit
                  Number              Description

                 4.1    Saks Fifth Avenue  Retirement Savings Plan

                 5.1    Opinion of Counsel (since the shares are not
                        original issue securities, no opinion re: legality
                        is required)   
                 5.2    Determination Letter for the Saks Fifth Avenue 
                        Retirement Savings Plan  
                23.1    Consent of PricewaterhouseCoopers LLP (Form 11-K/A
                        for the Saks Fifth Avenue  Retirement Savings Plan)
                23.2    Consent of PricewaterhouseCoopers LLP 
                23.3    Consent of PricewaterhouseCoopers LLP   
                24.0*   Power of Attorney
_________________________________
*Previously filed       

Item 9.   Undertakings.

     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 of 1933;

               (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;

               (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 Registration Statement is on Form S-3 or Form S-8, and 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 Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

          (2)  That, for the purpose of determining any liability under
     the Securities Act of 1933, 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.

          (4)  If the Registrant is a foreign private issuer, to file a
     post-effective amendment to the Registration Statement to include
     any financial statements required by Section 210.3-19 of this chapter at
     the start of any delayed offering or throughout a continuous
     offering.  Financial statements and information otherwise required
     by Section 10(a)(3) of the Act need not be furnished, provided that
     the Registrant includes in the prospectus, by means of a post-
     effective amendment, financial statements required pursuant to this
     paragraph (a)(4) and other information necessary to ensure that all
     other information in the prospectus is at least as current as the
     date of those financial statements.

          (5)  For the purposes of determining any liability under the
     Securities Act of 1933, each filing of the Registrant's annual
     report pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) 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.

          (6)  Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors, officers,
     and controlling persons of the Registrant pursuant to the foregoing
     provisions described in Item 15, or otherwise, the Registrant has
     been advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the 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, 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 whether such indemnification by it is
     against public policy as expressed in the Act and will be governed
     by the final adjudication of such issue.

                              SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of 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
Birmingham, State of Alabama, on the 3rd day of November, 1998.

                              Saks Incorporated

                              By:       /s/ Brian J. Martin
                                     ________________________________
                                      Brian J. Martin  
                                      Executive Vice President of Law

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brian J. Martin and Julia A.
Bentley, and each of them, his or her true and lawful attorney-in-fact
and agent with full power of substitution for him or her in his or her
name, place and stead, in any and all capacities to sign any and all
amendments (including pre-effective and post-effective amendments) to
this Registration Statement, and to file the same with all exhibits
thereto and other documents in connection therewith, including any
Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, with the Securities and Exchange Commission,
grants unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as to all intents and
purposes as he or she might or could do in person, and hereby ratifies
and confirms all that said attorneys-in-fact and agents or their or his
or her substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 3, 1998 by the
following persons in the capacities indicated.

/s/ R. Brad Martin
___________________________
  R. Brad Martin                   Chairman of the Board and Chief
                                   Executive Officer (Principal
                                   Executive Officer)

/s/ Ronald deWaal
___________________________
Ronald deWaal                      Vice Chairman and Director

/s/ Douglas E. Coltharp
___________________________
   Douglas E. Coltharp             Executive Vice President and Chief
                                   Financial Officer
                                   (Principal Financial Officer)

/s/ Donald E. Wright               
___________________________
   Donald E. Wright                Senior Vice President of Finance and
                                   Chief Accounting Officer (Principal
                                   Accounting Officer)
                                   
___________________________
   Bernard E. Bernstein            Director

/s/ Stanton J. Bluestone
___________________________
   Stanton J. Bluestone            Director

/s/ John E. Burden, III
___________________________
  John W. Burden, III              Director

___________________________
   Edmond D. Cicala                Director

/s/ James A. Coggin 
___________________________
James A. Coggin                    Director
                                   

___________________________
Julius Erving                      Director

/s/ Michael S. Gross 
___________________________
   Michael S. Gross                Director

/s/ Donald E. Hess                 
___________________________
   Donald E. Hess                  Director

/s/ G. David Hurd                  
___________________________
  G. David Hurd                    Director

/s/ Philip B. Miller 
___________________________
Philip B. Miller                   Director
                                   

/s/ Robert M. Mosco
___________________________
Robert M. Mosco                    Director

/s/ C. Warren Neel 
___________________________
   C. Warren Neel                  Director

/s/ Charles J. Philippin 
___________________________
Charles J. Philippin               Director

/s/ Stephen I. Sadove              
___________________________
Stephen I. Sadove                  Director

___________________________
  Marguerite W. Sallee             Director

/s/ Gerald Tsai, Jr. 
___________________________
   Gerald Tsai, Jr.                Director

     The Plan.  Pursuant to the requirements of the Securities Act,
the Trustee for the Saks Fifth Avenue  Retirement Savings Plan has
duly caused this registration statement to be signed on its behalf by
the Undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 3rd day of November, 1998.

                              Saks Fifth Avenue  Retirement Savings
Plan
     

                              By:       /s/ Brian J. Martin
                                   ___________________________________
                              Name: Brian J. Martin
                              Title:    Plan Administrator

                       INDEX TO EXHIBITS FILED
                     TO REGISTRATION STATEMENT ON
                    FORM S-8 OF SAKS INCORPORATED

                  Exhibit
                  Number              Description

                 4.1    Saks Fifth Avenue  Retirement Savings Plan

                 5.1    Opinion of Counsel (since the shares are not
                        original issue securities, no opinion re: legality
                        is required)   
                 5.2    Determination Letter for the Saks Fifth Avenue 
                        Retirement Savings Plan  
                23.1    Consent of PricewaterhouseCoopers LLP (Form 11-K/A
                        for the Saks Fifth Avenue  Retirement Savings
                        Plan)
                23.2    Consent of PricewaterhouseCoopers LLP 
                23.3    Consent of PricewaterhouseCoopers LLP   
                24.0*   Power of Attorney
_________________________________
*Previously filed