<PAGE>
                                     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 November 1, 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 December 5, 1997:

     Common Stock, $.01 par value    15,745,761  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 November 1, 1997
(Unaudited)
(dollars in thousands)
                                    November 1,  February 1,
Assets                              1997         1997
--------------------                --------     -----------
Current assets:
  Cash and cash equivalents     $    20,920          20,618
  Accounts receivable, net          250,835         267,433
  Merchandise inventories           264,813         190,646
  Other current assets               19,191          16,265
                                   --------       ---------
Total current assets                555,759         494,962

Property, fixtures and
  equipment, net                    199,315         174,260
Net deferred tax assets              37,201          42,909
Other assets                          9,293          11,916
                                  ---------       ---------
                               $    801,568         724,047
                                  =========       ==========

Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
  Current maturities of
    long-term debt              $    29,106           2,854
  Accounts payable                  102,819          58,178
  Accrued expenses                   95,287          96,978
                                    -------         -------
Total current liabilities           227,212         158,010

Long-term debt,
  less current maturities           166,196         159,635
Other liabilities                    50,007          47,585
                                    -------         -------
Total liabilities                   443,415         365,230
                                    -------         -------
Shareholders' equity:
  Common stock                          157             159
  Paid-in capital                   166,450         176,954
  Unamortized stock compensation          -            (167)
  Unrealized gain on investments        109              96
  Retained earnings                 191,437         181,775
                                    -------         -------
Total shareholders' equity          358,153         358,817
                                    -------         -------
                                $   801,568         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 November 1, 1997 and November 2, 1996
(Unaudited) 
(dollars in thousands, except per share amounts)

                                     Three months ended
                                   -----------------------
                                   November 1,   November 2,
                                   1997          1996
                                   --------      ---------

Net sales                       $   281,740        266,238
Cost of sales                      (180,467)      (168,565)
Selling, general and
   administrative expenses          (81,701)       (80,661)
Depreciation and amortization        (4,966)        (4,057)
Other expense                          (277)          (321)
                                     -------       --------

Income from operations               14,329         12,634
Interest expense, net                (3,929)        (4,072)
Loss on marketable
   securities                             -        (10,525)
Other expense                        (1,415)           -
                                    --------       --------
Income (loss) before income taxes     8,985         (1,963)
Income tax benefit (expense)         (3,558)           774
                                    --------       --------
Net income (loss)                $    5,427         (1,189)
                                    ========       ========

Primary net income (loss)
   per share                     $     0.33          (0.07)
                                    ========       ========

Weighted average number
   of common and common
   equivalent shares              16,447,407     16,044,165
                                 ===========    ===========

See accompanying notes to consolidated financial statements.
















                                     Page 3
<PAGE>
Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Operations
Nine months ended November 1, 1997 and November 2, 1996
(Unaudited)
(dollars in thousands, except per share amounts)

                                      Nine months ended
                                   -----------------------
                                   November 1,   November 2,
                                   1997          1996
                                   --------      ---------

Net sales                       $   783,639        727,992
Cost of sales                      (502,490)      (463,770)
Selling, general and
   administrative expenses         (232,185)      (223,371)
Depreciation and amortization       (15,017)       (12,120)
Other expense                        (4,287)          (456)
                                     -------        -------

Income from operations               29,660         28,275
Interest expense, net               (12,247)       (11,207)
Gain on sale of
   marketable securities, net           -            4,367
Other expense                        (1,415)        (2,827)
                                    --------        -------
Income before income taxes           15,998         18,608
Income tax expense                   (6,335)        (7,331)
                                    --------       --------
Net income                       $    9,663         11,277
                                    ========       ========

Primary net income
   per share                     $     0.59           0.67
                                    ========       ========

Weighted average number
   of common and common
   equivalent shares              16,468,223     16,720,097
                                 ===========    ===========

See accompanying notes to consolidated financial statements.















                                     Page 4
<PAGE>
Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Cash Flows
Nine months ended November 1, 1997 and November 2, 1996
(Unaudited)
(dollars in thousands)
                                          Nine months ended
                                       ------------------------
                                       November 1,   November 2,
                                       1997          1996
                                       --------      ---------
Net cash provided by
  operating activities            $     20,579          5,975
                                        -------        ------
Cash flows from investing activities:
  Proceeds from sale of
    marketable securities                  100         31,094
  Purchases of property
    and equipment                      (41,538)       (42,983)
  Proceeds from disposition
    of assets                               -             603
                                        -------       -------
Net cash used by
    investing activities               (41,438)       (11,286)
                                        -------       -------
Cash flows from financing activities:
  Stock options exercised                2,391            718
  Repurchase of common stock           (13,095)       (11,069)
  Repayments of long-term
    debt and other obligations          (7,293)        (2,419)
  Net issuances (repayments) under
    receivables facility                38,189         (1,212)
  Debt issuance costs and other            969         (4,988)
                                        -------        -------
Net cash provided (used) by
   financing activities                 21,161        (18,970)
                                       --------        -------
Net increase (decrease) in cash
   and cash equivalents                    302        (24,281)

Cash and cash equivalents at
  beginning of the period               20,618         44,384
                                       -------        -------
Cash and cash equivalents
  at end of the period            $     20,920         20,103
                                       =======        =======



See accompanying notes to consolidated financial statements.








                                     Page 5
<PAGE>
Carson Pirie Scott & Co. and Subsidiaries
Notes to Consolidated Financial Statements
November 1, 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)  Merger

The Company  announced on October 29, 1997 that it had entered into an Agreement
and Plan of Merger with  Proffitt's,  Inc.  ("Proffitt's").  The Company filed a
Form 8-K with the Securities and Exchange Commission dated October 29, 1997 with
respect to the planned merger with Proffitt's.

(3)  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 nine months  ended  November 1, 1997 are not
necessarily  indicative  of the results to be expected  for the full year due to
the seasonal nature of the retail industry.

(4)   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.














                               Page 6
<PAGE>
Carson Pirie Scott & Co. and Subsidiaries
Notes to Consolidated Financial Statements
November 1, 1997
(Unaudited)


(5)  Year 2000 Information System Preparation Costs

The Company  records year 2000  information  system  preparation  costs in other
operating  expense.  The Company  anticipates  these costs will be approximately
$5.1  million in 1997,  of which $4.7  million was  recorded for the nine months
ended  November 1, 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  undepreciated  asset  value  of a
terminated capital lease that was written down to zero, as previously  disclosed
on a Form 8-K  dated  June 30,  1997  filed  with the  Securities  and  Exchange
Commission.

(6)  Other Expense

During the nine months ended November 1, 1997, the Company recorded  expenses of
$1.0  million  for  professional  fees  and  expenses  incurred  to  defend  and
ultimately  settle its  lawsuit  with Elder  Beerman.  The  Company  reached the
settlement in the third quarter of 1997, subject to bankruptcy court approval.

(7)  Share Repurchases

During the nine months ended November 1, 1997, the Company  repurchased  394,777
shares of its common stock for $13.1  million  under its $20.0  million  buyback
program.  The Company suspended its share repurchase program in conjunction with
its announced plan to merge with Proffitt's.
























                                     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 November 1, 1997 and November 2, 1996

Net sales.  Net sales were $281.7 million for the three months ended November 1,
1997 as compared to $266.2  million for the three months ended November 2, 1996,
an  increase of $15.5  million or 5.8%.  The net sales  increase  was due to new
store openings,  offset slightly by the closing of one underperforming location,
and a 4.0%  comparable  store sales increase.  The 4.0%  comparable  store sales
increase  for  the  quarter  was  broad-based   encompassing   most  merchandise
categories.

Gross margin.  Gross margin was $101.3  million for the 1997 three- month period
versus  $97.7  million  for the 1996  three-month  period,  an  increase of $3.6
million or 3.7%.  Gross  margin as a  percentage  of net sales was 35.9% for the
1997 three-month  period compared to 36.7% for the comparable prior period.  The
gross  margin  rate  decrease  was  primarily  due  to  changes  in  the  mix of
merchandise  sold and a higher level of markdowns  resulting  from excess summer
merchandise.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  were $81.7  million  for the 1997  three-month  period
versus  $80.7  million  for the 1996  three-month  period,  an  increase of $1.0
million or 1.2%. Selling, general and administrative expenses as a percentage of
sales were 29.0% and 30.3% for the quarters  ended November 1, 1997 and November
2, 1996, respectively.  The decrease in rate resulted primarily from the Company
controlling  fixed expenses,  which were distributed over a larger sales base in
the current period,  and the absence of new store preopening charges in the 1997
three-month period.

Depreciation and amortization.  Depreciation and amortization  increased to $5.0
million for the three  months  ended  November 1, 1997 from $4.1 million for the
three months ended November 2, 1996. Depreciation expense increased $0.9 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.

Interest expense,  net. Interest expense,  net decreased to $3.9 million for the
three-month  period  ended  November 1, 1997 as compared to $4.1 million for the
three-month period ended November 2, 1996.







                                     Page 8
<PAGE>
Loss on marketable  securities.  The Company recorded a loss of $10.5 million in
the  1996  period  related  to the  write-down  of it's  interest  in 9%  Junior
Subordinated  Exchange  Debentures Due 2004 of County Seat  Holdings,  Inc. (the
"County Seat  Debentures").  The Company  received the County Seat Debentures in
1993 when County Seat Holdings, Inc. exercised its option to exchange the County
Seat  Debentures for other  securities  that had been issued to the Company as a
part of the sale price for the Company's 1989 divestiture of County Seat Stores,
Inc.  to a  management  led buyout  group.  The  Company  sold the  County  Seat
Debentures during the first quarter of 1997.

Other  expense.  During the three  months  ended  November 1, 1997,  the Company
recorded expenses of $1.0 million for professional fees and expenses incurred to
defend and ultimately settle its lawsuit with Elder Beerman. The Company reached
the  settlement  in the third  quarter  of 1997,  subject  to  bankruptcy  court
approval.

Income tax benefit  (expense).  The Company  recorded income tax expense for the
three months ended November 1, 1997 of $3.6 million.  This compared to an income
tax benefit of $0.8  million for the three months  ended  November 2, 1996.  The
Company's  effective  income  tax rates were  39.6% for the three  months  ended
November 1, 1997 and 39.4% for the three  months ended  November 2, 1996.  These
rates differ from the federal statutory rate of 35.0% due primarily to state and
local income taxes.

Comparison of the nine months ended November 1, 1997 and November 2, 1996

Net sales.  Net sales were $783.6  million for the nine months ended November 1,
1997 as compared to $728.0  million for the nine months ended  November 2, 1996,
an  increase of $55.6  million or 7.6%.  The net sales  increase  was due to new
store openings,  offset slightly by the closing of one underperforming location,
and a 4.4% 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  4.4%  comparable  store  sales  increase  was  broad-based
encompassing most merchandise categories.

Gross  margin.  Gross margin was $281.1  million for the 1997 nine- month period
versus  $264.2  million  for the 1996  nine-month  period,  an increase of $16.9
million or 6.4%.  Gross  margin as a  percentage  of net sales was 35.9% for the
1997 nine-month  period compared to 36.3% for the comparable  prior period.  The
gross  margin  rate  decrease  was  primarily  due  to  changes  in  the  mix of
merchandise sold and higher markdowns.












                                     Page 9
<PAGE>
Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  were  $232.2  million for the 1997  nine-month  period
versus  $223.4  million  for the 1996  nine-month  period,  an  increase of $8.8
million or 3.9%. Selling, general and administrative expenses as a percentage of
sales  were  29.6% and  30.7% for the nine  months  ended  November  1, 1997 and
November 2, 1996,  respectively.  The increase in expense was  primarily  due to
costs associated with new stores,  higher wage rates, and higher bad debt offset
by increases in finance  charge  income.  The decrease in expense rate  resulted
primarily from the controlling of fixed expenses,  which were distributed over a
larger sales base in the current nine-month period.

Depreciation and amortization.  Depreciation and amortization increased to $15.0
million for the nine months  ended  November 1, 1997 from $12.1  million for the
nine months ended November 2, 1996.  Depreciation expense increased $2.9 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 $4.7 million in year 2000 information system
preparation  costs for the nine months ended  November 1, 1997,  which  includes
$3.1 million for the  write-down  of a terminated  capital lease as described in
Note 5 of the Consolidated Financial Statements.

Interest expense,  net. Interest expense, net increased to $12.2 million for the
nine-month  period ended  November 1, 1997 as compared to $11.2  million for the
nine-month  period ended November 2, 1996. The increase was due primarily to the
absence of interest  income in 1997 from the Company's  County Seat  Debentures,
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,  net.  During  the  nine  months  ended
November 2, 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.  In addition,  the
Company  recorded a loss of $10.5 million  during the nine months ended November
2, 1996 related to the  write-down  of the County Seat  Debentures.  The Company
received  the County Seat  Debentures  in 1993 when County Seat  Holdings,  Inc.
exercised its option to exchange the County Seat Debentures for other securities
that had been issued to the Company as part of the sale price for the  Company's
1989 divestiture of County Seat Stores, Inc. to a management-led buyout group.

Other  expense.  During the nine  months  ended  November  1, 1997,  the Company
recorded expenses of $1.0 million for professional fees and expenses incurred to
defend and ultimately settle its lawsuit with Elder Beerman. The Company reached
the  settlement  in the third  quarter  of 1997,  subject  to  bankruptcy  court
approval.  In 1996,  the Company made a $2.5 million  cash  contribution  to the
Carson Pirie Scott Foundation.








                                     Page 10
<PAGE>
Income tax  expense.  Income tax expense for the nine months  ended  November 1,
1997 and  November  2, 1996 was $6.3  million  and $7.3  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 November 1, 1997 totaled
$20.9 million and outstanding  debt totaled $195.3  million,  resulting in a net
debt position (Net Debt) of $174.4  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 nine months ended November 1, 1997, Net Debt increased
$32.5  million,  which is  primarily  due to  expenditures  under the  Company's
capital expenditure  program,  repurchases of common stock under the CPS buyback
program and an increase in seasonal working capital needs.

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.

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  3.1 percentage  points for the nine months ended November 1, 1997
compared to the nine months ended  November 2, 1996 and may continue to decline.
Despite this decrease in penetration,  NBGL generated an additional $3.8 million
in finance  charge income  during the nine months ended  November 1, 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  $2.6  million  for the nine  months  ended
November 2, 1996 to $3.8  million for the nine  months  ended  November 1, 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 November 1, 1997, borrowings
under the receivables  facility totaled $151.7 million. The receivables facility
includes a $125.0  million  facility  that expires in June 2000, a $75.0 million
facility that expires in May 1998 and a $16.0  million  facility that expires in
June 1998.  Subsequent  to November 1, 1997,  the Company  terminated  the $16.0
million facility.








                                     Page 11
<PAGE>
In  addition,   the  Company  has  the  right  to  borrow,  subject  to  certain
limitations,  up to $125.0 million under an unsecured revolving credit facility.
The unsecured  revolving  credit facility  replaced an existing secured facility
and provides  lower  interest  costs and fees and more  flexible  covenants  and
terms.  The $125.0 million  facility is divided between a $75.0 million facility
with a maturity of October 2002 and a $50.0 million  facility with a maturity of
October 1998. The revolving  credit facility had  outstanding  letters of credit
for $6.0  million as of November 1, 1997,  which  reduce  availability.  No cash
borrowings  were  outstanding   under  the  revolving  credit  facility  or  its
predecessor facility during the nine months ended November 1, 1997.

In fiscal  1997,  the  Company  anticipates  spending  $60  million  for capital
expenditures  which will be allocated as follows:  store programs of $46 million
which included 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.

The Company  believes that it will have sufficient  funds available from cash on
hand, cash from operations, the receivables facility and the unsecured revolving
credit  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,  cash  flows and the  effect of the  planned
Proffitt's merger,  all of which are subject to financial,  general and regional
economic, competitive and other factors all of which affect the Company and 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.













                                     Page 12
<PAGE>
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.  The Company is evaluating the impact of these  pronouncements  on
its consolidated financial statements.

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 13
<PAGE>
                           Part II - Other Information

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 Forms 8-K were  filed on the dates  indicated
       below during the quarter ended November 1, 1997:

       Report Date         Description
       -----------         -----------
       August 14, 1997     Reported under Item 5 the Company's  earnings for the
                           second quarter.

       October 29, 1997    Reported  under Item 5 that on October 29, 1997 the
                           Company entered into an Agreement and Plan of Merger 
                           with Proffitt's and LaSalle Merger Corporation, an
                           Illinois Corporation.









                                    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: December 16, 1997

                        Carson Pirie Scott & Co.

                        By: /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
Number                 Description
---------              ---------------

4.1A                   Revolving Credit and Guaranty Agreement (5-Year),
                       dated as of October 16, 1997 (the "5-Year Credit
                       Agreement"), among CPS, certain of CPS's
                       subsidiaries, the lenders named therein, ABN AMRO
                       Bank N.V. ("ABN AMRO") as agent; the Bank of New
                       York ("BNY") and Dresdner Bank AG ("Dresdner"), as
                       co-agents (filed as Exhibit 10.2A to this Quarterly
                       Report on Form 10-Q).

4.1B                   Revolving Credit and Guaranty Agreement (364-Day),
                       dated as of October 16, 1997 (the "364-Day Credit
                       Agreement"), among CPS, certain of CPS's
                       subsidiaries, the lenders named therein, ABN AMRO
                       as agent, Dresdner and BNY, as co-agents (filed as
                       Exhibit 10.2B to this Quarterly Report on Form
                       10-Q).

10.1C                  Third  Agreement  of  Amended  and  Restated  Receivables
                       Purchase Agreement dated as of October 16, 1997.

10.2A                  5-Year Credit Agreement

10.2B                  364-Day Credit Agreement

11.1                   Computation of
                       Per Share Earnings.

27                     Financial Data Schedule.












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