FORM 10-Q               EXHIBIT INDEX ON
                                                            PAGE 15

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended August 2, 1997
                                       OR

[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                         Commission file number 0-22682

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

                               ILLINOIS 37-0175980
         (State or other jurisdiction of incorporation or organization)
                      (I.R.S. Employer Identification No.)

              331 West Wisconsin Avenue, Milwaukee, Wisconsin 53203
               (Address of principal executive offices) (Zip Code)

                                  414-347-4141
              (Registrant's telephone number, including area code)
                  --------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed from last report)

  Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),and  (2) has been subject to such
filing requirements for the past 90 days.

 Yes X    No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

   Indicate by check mark whether the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

 Yes X     No

    Number of  shares  outstanding  of each of the  issuer's  classes  of common
stock, as of September 5, 1997:

        Common Stock, $.01 par value 15,801,298 shares, exclusive
        of 21,555,068 shares held by subsidiaries of the registrant

                                     Page 1
<PAGE>

                         PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

Carson Pirie Scott & Co. and Subsidiaries
Consolidated Balance Sheets
As of August 2, 1997
(Unaudited)
(dollars in thousands)
                                    August 2,    February 1,
Assets                              1997         1997
--------------------                --------     -----------
Current assets:
  Cash and cash equivalents     $    17,887          20,618
  Accounts receivable, net          237,398         267,433
  Merchandise inventories           198,502         190,646
  Other current assets               19,630          16,265
                                   --------       ---------
Total current assets                473,417         494,962

Property, fixtures and
  equipment, net                    190,220         174,260
Net deferred tax assets              39,095          42,909
Other assets                         10,785          11,916
                                  ---------       ---------
                               $    713,517         724,047
                                  =========       ==========

Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
  Current maturities of
    long-term debt              $     2,765           2,854
  Accounts payable                   66,903          58,178
  Accrued expenses                   96,161          96,978
                                    -------         -------
Total current liabilities           165,829         158,010

Long-term debt,
  less current maturities           139,825         159,635
Other liabilities                    49,989          47,585
                                    -------         -------

Total liabilities                   355,643         365,230
                                    -------         -------
Shareholders' equity:
  Common stock                          158             159
  Paid-in capital                   171,616         176,954
  Unamortized stock compensation        (28)           (167)
  Unrealized gain on investments        118              96
  Retained earnings                 186,010         181,775
                                    -------         -------
Total shareholders' equity          357,874         358,817
                                    -------         -------
                                $   713,517         724,047
                                    =======         =======

See accompanying notes to consolidated financial statements.

                                     Page 2
<PAGE>

Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Operations
Three months ended August 2, 1997 and August 3, 1996
(Unaudited)
(dollars in thousands, except per share amounts)

                                    Three months ended
                                  ----------------------
                                   August 2,     August 3,
                                   1997          1996
                                   --------      ---------

Net sales                       $   243,765        224,986
Cost of sales                      (154,268)      (141,464)
Selling, general and
   administrative expenses          (74,192)       (71,470)
Depreciation and amortization        (5,003)        (4,031)
Other expense                        (3,554)           (42)
                                     -------       --------

Income from operations                6,748          7,979
Interest expense, net                (4,055)        (3,391)
                                    --------       --------
Income before income taxes            2,693          4,588
Income tax expense                   (1,066)        (1,808)
                                    --------       --------
Net income                       $    1,627          2,780
                                    ========       ========

Primary net income
   per share                     $     0.10           0.17
                                    ========       ========

Weighted average number
   of common and common
   equivalent shares             16,447,657     16,782,011
                                 ===========    ===========

See accompanying notes to consolidated financial statements.


















                                     Page 3
<PAGE>


Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Operations
Six months ended August 2, 1997 and August 3, 1996
(Unaudited)
(dollars in thousands, except per share amounts)

                                     Six months ended
                                  ----------------------
                                   August 2,     August 3,
                                   1997          1996
                                   --------      ---------

Net sales                       $   501,899        461,755
Cost of sales                      (322,023)      (295,206)
Selling, general and
   administrative expenses         (150,484)      (142,710)
Depreciation and amortization       (10,050)        (8,063)
Other expense                        (4,011)          (135)
                                     -------        -------

Income from operations               15,331         15,641
Interest expense, net                (8,318)        (7,135)
Gain on sale of
   marketable securities                -           14,892
Other expense                           -           (2,827)
                                    --------        -------
Income before income taxes            7,013         20,571
Income tax expense                   (2,777)        (8,105)
                                    --------       --------
Net income                       $    4,236         12,466
                                    ========       ========

Primary net income
   per share                     $     0.26           0.74
                                    ========       ========

Weighted average number
   of common and common
   equivalent shares             16,478,631     16,791,250
                                 ===========    ===========

See accompanying notes to consolidated financial statements.















                                     Page 4
<PAGE>

Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Cash Flows
Six months ended August 2, 1997 and August 3, 1996
(Unaudited)
(dollars in thousands)
                                         Six months ended
                                       -----------------------
                                       August 2,     August 3,
                                       1997          1996
                                       --------      ---------
Net cash provided by
  operating activities            $     50,992         35,619
                                        -------        ------
Cash flows from investing activities:
  Proceeds from sale of
    marketable securities                  100         31,094
  Purchases of property
    and equipment                      (27,556)       (27,243)
  Proceeds from disposition
    of assets                               -             603
                                        -------       -------
Net cash provided (used) by
    investing activities               (27,456)         4,454
                                        -------       -------
Cash flows from financing activities:
  Stock options exercised                1,909            481
  Repurchase of common stock            (7,445)        (7,366)
  Repayments of long-term
    debt and other obligations          (1,489)        (1,713)
  Net repayments under
    receivables facility               (20,211)       (45,000)
  Debt issuance costs and other            969         (4,913)
                                        -------        -------
Net cash used by
   financing activities                (26,267)       (58,511)
                                       --------        -------
Net decrease in cash
   and cash equivalents                 (2,731)       (18,438)

Cash and cash equivalents at
  beginning of the period               20,618         44,384
                                       -------        -------
Cash and cash equivalents
  at end of the period            $     17,887         25,946
                                       =======        =======



See accompanying notes to consolidated financial statements.









                                     Page 5
<PAGE>

Carson Pirie Scott & Co. and Subsidiaries
Notes to Consolidated Financial Statements
August 2, 1997
(Unaudited)

(1)  The Company

Carson  Pirie Scott & Co.(CPS)  and its  subsidiaries  (together,  the  Company)
operate 52 traditional  department  stores and four  furniture  stores which are
located in Illinois, Wisconsin, Indiana and Minnesota.

(2)  Opinion of Management

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all adjustments,  consisting of normal  recurring  accruals,
considered  necessary to present  fairly the  Company's  consolidated  financial
statements.  All intercompany  balances and transactions have been eliminated in
consolidation. The accompanying consolidated financial statements should be read
in  conjunction  with the  consolidated  financial  statements and notes thereto
filed in CPS's annual report on Form 10-K for the year ended February 1, 1997.

The  results  of  operations  for the six  months  ended  August 2, 1997 are not
necessarily  indicative  of the results to be expected  for the full year due to
the seasonal nature of the retail industry.

(3)   Derivative Financial Instruments

Interest rate cap  agreements  are used by the Company in the  management of its
interest  rate risk.  The net amounts paid under  interest  rate cap  agreements
designated  as  hedges  are  capitalized  and  recognized  over  the life of the
underlying  debt  agreements,   as  an  adjustment  to  interest  expense.  When
applicable,  the  related  amounts  receivable  from the  counter - parties  are
included in other current assets.  The Company deferred gains and losses related
to various hedged interest rate derivative financial instrument agreements since
the underlying debt was outstanding.

(4)  Year 2000 Information System Preparation Costs

The Company  previously  disclosed  on a Form 8-K dated June 30, 1997 filed with
the Securities  and Exchange  Commission  that the Company  entered into a lease
agreement to upgrade its mainframe computer system processor.  The new processor
provides the Company with  increased  capacity that is necessary for the Company
to operate its existing  systems and  simultaneously  test year 2000 information
system  upgrades.  The terminated lease was recorded by the Company as a capital
lease and the $3.1 million undepreciated asset value was written down to zero.







                                     Page 6
<PAGE>

Carson Pirie Scott & Co. and Subsidiaries
Notes to Consolidated Financial Statements
August 2, 1997
(Unaudited)

The Company  records year 2000  information  system  preparation  costs in other
expense.  The Company anticipates these costs will be approximately $5.1 million
in 1997,  of which $4.3  million was recorded for the six months ended August 2,
1997. The Company estimated in its first quarter 10-Q that year 2000 costs would
be approximately $2.0 million in 1997. The estimate increased to $5.1 million to
reflect the lease termination.

(5)  Share Repurchases

During the six months  ended  August 2, 1997,  the Company  repurchased  244,300
shares of its common  stock for $7.4  million  under its $20.0  million  buyback
program.





































                                     Page 7
<PAGE>

Item 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial information,  discussion, and analysis which follow are based upon
and should be read in conjunction with the Consolidated Financial Statements and
the Notes thereto.

Results of Operations

Comparison of the three months ended August 2, 1997 and August 3, 1996

Net sales.  Net sales were $243.8  million for the three  months ended August 2,
1997 as compared to $225.0 million for the three months ended August 3, 1996, an
increase of $18.8 million or 8.3%.  The net sales  increase was due to new store
openings,  offset slightly by the closing of one underperforming location, and a
5.5%  comparable  store sales  increase.  The Company  opened  department  store
locations at the Cherryvale Mall located in Rockford,  Illinois in June 1996 and
at the Fox Valley Mall located in Aurora, Illinois in October 1996. In addition,
the Company opened a freestanding furniture location in Brookfield, Wisconsin in
October,  1996.  The 5.5%  comparable  store sales  increase for the quarter was
broad-based encompassing most merchandise categories.

Gross  margin.  Gross margin was $89.5 million for the 1997  three-month  period
versus  $83.5  million  for the 1996  three-month  period,  an  increase of $6.0
million or 7.2%.  Gross  margin as a  percentage  of net sales was 36.7% for the
1997 three-month  period compared to 37.1% for the comparable prior period.  The
margin rate  decrease was  primarily  due to the mix of  merchandise  sold and a
higher level of markdowns.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  were $74.2  million  for the 1997  three-month  period
versus  $71.5  million  for the 1996  three-month  period,  an  increase of $2.7
million or 3.8%. Selling, general and administrative expenses as a percentage of
sales were 30.4% and 31.8% for the  quarters  ended August 2, 1997 and August 3,
1996, respectively. The decrease in rate resulted primarily from the controlling
of fixed  expenses,  which  were  distributed  over a larger  sales  base in the
current period.

Depreciation and amortization.  Depreciation and amortization  increased to $5.0
million  for the three  months  ended  August 2, 1997 from $4.0  million for the
three months ended August 3, 1996.  Depreciation  expense increased $1.0 million
for the 1997 period as the Company's capital  expenditure  program increased the
carrying value of property, fixtures and equipment. The Company anticipates that
the level of depreciation expense will continue to rise as the Company continues
its capital expenditures for new store acquisitions and store renovations.

Other expense. The Company recorded $3.7 million in year 2000 information system
preparation  costs for the quarter  ended  August 2, 1997,  which  includes  the
write-down  of the  terminated  lease  described  in Note 4 to the  Consolidated
Financial Statements.

                                     Page 8
<PAGE>

Interest expense,  net. Interest expense,  net increased to $4.1 million for the
three-month  period  ended  August 2, 1997 as compared  to $3.4  million for the
three-month  period ended August 3, 1996.  The increase was due primarily to the
absence of  interest  income in 1997 from the  Company's  interest  in 9% Junior
Subordinated  Exchange Debentures Due 2004 of County Seat Holdings,  Inc., which
were written down to zero in the third quarter of 1996 and subsequently  sold in
the first quarter of 1997.

Income tax expense. Income tax expense for the three months ended August 2, 1997
and August 3, 1996 was $1.1 million and $1.8 million, respectively, resulting in
effective income tax rates of 39.6% and 39.4%, respectively.  These rates differ
from the federal statutory rate of 35.0% due primarily to state and local income
taxes.

Comparison of the six months ended August 2, 1997 and August 3, 1996

Net sales. Net sales were $501.9 million for the six months ended August 2, 1997
as  compared  to $461.8  million  for the six months  ended  August 3,  1996,  a
increase of $40.1 million or 8.7%.  The net sales  increase was due to new store
openings,  offset slightly by the closing of one underperforming location, and a
4.7%  comparable  store sales  increase.  The Company  opened  department  store
locations at the Cherryvale Mall located in Rockford,  Illinois in June 1996 and
at the Fox Valley Mall located in Aurora, Illinois in October 1996. In addition,
the Company opened a freestanding furniture location in Brookfield, Wisconsin in
October,  1996.  The  4.7%  comparable  store  sales  increase  was  broad-based
encompassing most merchandise categories.

Gross  margin.  Gross margin was $179.9  million for the 1997  six-month  period
versus  $166.5  million  for the 1996  six-month  period,  an  increase of $13.4
million or 8.0%.  Gross  margin as a  percentage  of net sales was 35.8% for the
1997 six-month  period  compared to 36.1% for the comparable  prior period.  The
gross margin rate decrease was primarily due to the mix of merchandise  sold and
higher markdowns in the second quarter.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative expenses were $150.5 million for the 1997 six-month period versus
$142.7  million for the 1996  six-month  period,  an increase of $7.8 million or
5.4%. Selling, general and administrative expenses as a percentage of sales were
30.0% and 30.9% for the six  months  ended  August 2, 1997 and  August 3,  1996,
respectively.  The  increase  in  expense  dollars  was  primarily  due to costs
associated  with new  stores,  higher  wage  rates and higher bad debt more than
offset by finance  charge income.  The decrease in rate resulted  primarily from
the controlling of fixed expenses,  which were  distributed  over a larger sales
base in the current period.









                                     Page 9
<PAGE>

Depreciation and amortization.  Depreciation and amortization increased to $10.1
million for the six months  ended  August 2, 1997 from $8.1  million for the six
months ended August 3, 1996. Depreciation expense increased $2.0 million for the
1997 period as the Company's capital  expenditure program increased the carrying
value of property,  fixtures and  equipment.  The Company  anticipates  that the
level of depreciation expense will continue to rise as the Company continues its
capital expenditures for new store acquisitions and store renovations.

Other expense. The Company recorded $4.3 million in year 2000 information system
preparation  costs for the six months ended August 2, 1997,  which  includes the
write-down  of the  terminated  lease  described  in Note 4 of the  Consolidated
Financial Statements.

Interest expense,  net. Interest expense,  net increased to $8.3 million for the
six-month  period  ended  August 2, 1997 as  compared  to $7.1  million  for the
six-month  period  ended August 3, 1996.  The increase was due  primarily to the
absence of  interest  income in 1997 from the  Company's  interest  in 9% Junior
Subordinated  Exchange Debentures Due 2004 of County Seat Holdings,  Inc., which
were written down to zero in the third quarter of 1996 and subsequently  sold in
the first quarter of 1997.

Gain on sale of  marketable  securities.  During the six months  ended August 3,
1996, the Company sold 1,026,550  shares of  Proffitt's,  Inc.  common stock for
$31.1 million and realized a gain of $14.9 million.

Other expense.  The Company made a $2.5 million cash  contribution to the Carson
Pirie Scott Foundation during the six months ended August 3, 1996.

Income tax  expense.  Income tax expense for the six months ended August 2, 1997
and August 3, 1996 was $2.8 million and $8.1 million, respectively, resulting in
effective income tax rates of 39.6% and 39.4%, respectively.  These rates differ
from the federal statutory rate of 35.0% due primarily to state and local income
taxes.

Liquidity and Capital Resources

The Company's cash and cash equivalents position on August 2, 1997 totaled $17.9
million and  outstanding  debt totaled $142.6  million,  resulting in a net debt
position (Net Debt) of $124.7  million.  Net Debt is outstanding  debt less cash
and cash  equivalents.  The Company believes Net Debt is a useful measure of its
liquidity  position given the Company's ability to apply cash to its outstanding
debt.  For the six months ended August 2, 1997, Net Debt declined $17.2 million,
which  is  primarily  due  to  net  cash  provided  by  operations,   offset  by
expenditures under the Company's capital  expenditure program and repurchases of
common stock under the CPS buyback program.

National Bank of the Great Lakes (NBGL),  the Company's wholly owned subsidiary,
extends credit to the Company's  customers through the NBGL credit card program.
The NBGL credit card  program is subject to economic  and  competitive  factors,
many of which are beyond the Company's  control,  that may materially affect the
future profitability of the NBGL credit card program.

                                     Page 10
<PAGE>

Among these factors are increasing competition from third party cards, which has
negatively  affected the  percentage of net sales  transacted on the NBGL credit
card.  The  percentage  of net sales  transacted  on NBGL credit cards  declined
approximately  3.2  percentage  points for the six months  ended  August 2, 1997
compared  to the six months  ended  August 3, 1996 and may  continue to decline.
Despite this decrease in penetration,  NBGL generated an additional $2.9 million
in finance  charge  income  during the six  months  ended  August 2, 1997 on its
credit card  portfolio due to higher  average  balances.  Another  factor is the
increasing  number of personal  bankruptcy  filings by holders of NBGL's  credit
cards,  which may  continue to  increase.  NBGL  write-offs  related to customer
bankruptcy  filings  increased from $1.8 million for the six months ended August
3, 1996 to $2.6 million for the six months ended August 2, 1997.  These  factors
and  others  could  materially  affect  the  profitability  of the  NBGL  credit
operations.

A  subsidiary  of the  Company  has the  right to  borrow,  subject  to  certain
limitations,  including  compliance with certain  restrictive  covenants,  up to
$216.0 million under a receivables  facility.  As of August 2, 1997,  borrowings
under the receivables  facility totaled $93.3 million. In addition,  the Company
has the right to borrow,  subject to certain  limitations,  up to $150.0 million
under a working capital  facility.  The working capital facility had outstanding
letters  of  credit  for  $18.9  million  as of August  2,  1997,  which  reduce
availability.  No cash  borrowings  were  outstanding  under the working capital
facility  during  the  six  months  ended  August  2,  1997.  In May  1997,  the
receivables  and working capital  facilities  were amended.  The working capital
facility  was amended to reduce fees and extend the  maturity of the facility to
June 2000.  The  receivables  facility  was amended to reduce  fees,  extend the
maturity of $125.0  million of the facility to June 2000 and adjust the maturity
on the remaining  $75.0 million of the facility to May 1998. The remaining $16.0
million commitment under the receivables facility matures in June 2000.

In fiscal  1997,  the  Company  anticipates  spending  $60  million  for capital
expenditures  which will be allocated as follows:  store programs of $46 million
which includes the completion of five store renovations, and the purchase of one
store in February  1997 that was  previously  leased by the Company;  technology
programs of $4 million and other programs of $10 million.

As of February 1, 1997,  the  Company had federal and state net  operating  loss
(NOL)  carryforwards of approximately $128 million.  Although subject to certain
limitations,  the  future  utilization  of the NOL  carryforwards  and other tax
benefits will enable the Company to reduce its cash  requirements for income tax
payments in the next  several  fiscal  years from that which would  otherwise be
payable.







                                     Page 11
<PAGE>

The Company  believes that it will have sufficient  funds available from cash on
hand, cash from  operations,  the  receivables  facility and the working capital
facility to satisfy the Company's  needs for working  capital,  planned  capital
expenditures,  debt service and operations during the next several fiscal years.
However,  the Company can give no assurance that the Company's  future operating
performance,  net sales and cash flows,  all of which are subject to  financial,
general and regional  economic,  competitive  and other  factors  affecting  the
Company,  many of which are beyond its  control,  will be  adequate  to generate
sufficient  funds to meet the  Company's  needs during the next  several  fiscal
years.

For the year ending January 31, 1998, or fiscal 1997, the Company will adopt the
Financial  Accounting  Standards Board's (FASB) Statement of Financial Standards
No. 128,  "Earnings per Share" (SFAS No. 128),  which  specifies  changes in the
computation,  presentation  and  disclosure  requirements  of earnings per share
information. The Company does not believe the adoption of SFAS No. 128 will have
a material impact on its annual earnings per share calculation.

For the year ending January 30, 1999, or fiscal 1998, the Company will adopt the
FASB's  Statement  of  Financial  Standards  No. 130,  "Reporting  Comprehensive
Income" (SFAS No. 130), which establishes standards for reporting and display of
comprehensive  income  and  its  components  in a full  set of  general  purpose
financial statements. In addition, in fiscal 1998, the Company will adopt FASB's
Statement of Financial  Standards  No. 131,  "Disclosures  about  Segments of an
Enterprise and Related Information" (SFAS No. 131), which establishes  standards
for  the  way  public  business  enterprises  are to  report  information  about
operating  segments in annual  financial  statements and related  disclosures to
shareholders.

Seasonality and Inflation

The Company's business is seasonal in nature with a high proportion of sales and
net income generated in November and December.  Over the last several years, the
Company's  customers have  demonstrated an inclination to buy closer to the time
of need. In response,  the Company has been adjusting the flow of merchandise to
better anticipate customer buying patterns.

Working capital requirements  fluctuate during the year,  increasing somewhat in
mid-summer  in  anticipation  of the fall  merchandising  season and  increasing
substantially  prior  to the  Christmas  season  when  the  Company  must  carry
significantly  higher inventory  levels.  Inflationary  pressures on the cost of
merchandise  inventory and operating  expenses have been low, and  historically,
have been  offset by a  combination  of  comparable-store  sales  increases  and
improved productivity.








                                     Page 12
<PAGE>

                           Part II - Other Information

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

        The Company held an annual meeting of  shareholders  on June 4, 1997 for
the following purposes:

        Item 1:  To elect seven directors;

        Item 2:  To approve the 1997 Senior Executive Bonus Plan;

        Item 3:  To approve the 1993 Stock Incentive Plan, as amended and
restated as of March 19, 1997; and

        Item 4: To  ratify  the  appointment  of KPMG  Peat  Marwick  LLP as the
Company's independent accountants for the fiscal year ending January 31, 1998.

        The  number of votes  cast for and  withheld  for each  nominee  for the
Company's Board of Directors were as follows:

                                      FOR             WITHHELD

Stanton J. Bluestone                  14,421,843      379,556

John W. Burden III                    14,421,843      379,556

Mark Dickstein                        14,421,843      379,556

Chaim Y. Edelstein                    14,421,843      379,556

William I. Jenkins                    14,421,843      379,556

Mark L. Kaufman                       14,421,843      379,556

Michael R. MacDonald                  14,421,843      379,556


        The number of votes cast for, against, abstain, and nonvote for Items 2,
3 and 4 were as follows:

                 FOR            AGAINST      ABSTAIN     NONVOTE

Item 2           14,511,614      242,845      4,840       42,100

Item 3           11,380,381    3,401,754      6,334       12,930

Item 4           14,796,389        4,015        995            0









                                     Page 13
<PAGE>

Item 6. Exhibits and Reports on Form 8-K
        -----------------------------------------
       (a)     Exhibits
               ----------
       See Exhibit Index on page 15 of this Quarterly Report on Form 10-Q.

        (b)    Reports on Form 8-K
               --------------------------
       The  following  reports  on Form 8-K were  filed on the dates  indicated
       below during the quarter ended August 2, 1997:

       May 16, 1997     Reported  under Item 5 the Company's  earnings
                        for the first quarter.

       June 30, 1997    Reported under Item 5 the Company's agreement
                        to upgrade its mainframe computer system processor
                        and the write-down to zero of the undepreciated
                        asset value of the capital lease for the existing
                        processor.












                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunder duly authorized.


Date: September 15, 1997

                        Carson Pirie Scott & Co.

                        /s/ David J. Biese
                        ----------------------------
                        David J. Biese
                           Vice President, Controller
                            (chief accounting officer
                             and authorized officer)








                                     Page 14
<PAGE>

                                  EXHIBIT INDEX

Copies of documents  listed below which are identified with an asterisk  (*)have
previously  been  filed  with  the  Securities  and  Exchange   Commission  (the
Commission)  as exhibits to  registration  statements  or reports filed with the
Commission  and are  incorporated  into  this  Quarterly  Report on Form 10-Q by
reference and made a part hereof. The exhibit number and the file number of each
document  previously filed and  incorporated  into this Quarterly Report on Form
10-Q by reference are set forth below.  Exhibits not identified with an asterisk
are filed with this Quarterly Report on Form 10-Q.


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

10.1B                  Second Amendment of Amended and Restated
                       Receivables Purchase Agreement, dated 
                       as of May 15, 1997.

10.2A                  First Amendment to Revolving Credit 
                       and Guaranty Agreement, dated as of 
                       May 15, 1997.

10.3B                  Second Amendment of Liquidity Agreement,
                       dated as of May 15, 1997.

10.3C                  Third Amendment of Liquidity Agreement,
                       dated as of July 2, 1997.

11.1                   Computation of Per Share Earnings.

27                     Financial Data Schedule.


















                                     Page 15