FORM 10-Q               EXHIBIT INDEX
                                                               ON PAGE 11

                       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 May 3, 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 contribution 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 June 5, 1997:

   Common Stock, $.01 par value    15,870,948  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 May 3, 1997
(Unaudited)
(dollars in thousands)
                                     May 3,      February 1,
Assets                               1997        1997
--------------------                -------      -----------
Current assets:
  Cash and cash equivalents     $    23,070          20,618
  Accounts receivable, net          252,828         267,433
  Merchandise inventories           204,971         190,646
  Other current assets               19,649          16,265
                                    -------         -------
Total current assets                500,518         494,962

Property, fixtures and
  equipment, net                    183,388         174,260
Net deferred tax assets              44,806          42,909
Other assets                         11,023          11,916
                                    -------         -------
                                $   739,735         724,047
                                    =======         =======

Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
  Current maturities of
    long-term debt              $     2,867           2,854
  Accounts payable                   76,243          58,178
  Accrued expenses                  101,257          96,978
                                    -------         -------
Total current liabilities           180,367         158,010

Long-term debt,
  less current maturities           153,263         159,635
Other liabilities                    47,866          47,585
                                    -------         -------

Total liabilities                   381,496         365,230
                                    -------         -------
Shareholders' equity:
  Common stock                          159             159
  Paid-in capital                   173,694         176,954
  Unamortized stock compensation        (98)           (167)
  Unrealized gain on investments        100              96
  Retained earnings                 184,384         181,775
                                    -------         -------
Total shareholders' equity          358,239         358,817
                                    -------         -------
                                $   739,735         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 May 3, 1997 and May 4, 1996
(Unaudited)
(dollars in thousands, except per share amounts)

                                     Three months ended
                                   -----------------------
                                    May 3,         May 4,
                                    1997           1996
                                   --------        -------

Net sales                       $   258,134        236,769
Cost of sales                      (167,755)      (153,742)
Selling, general and
   administrative expenses          (76,292)       (71,240)
Depreciation, amortization
   and other                         (5,504)        (4,125)
                                    --------       --------

Income from operations                8,583          7,662
Interest expense, net                (4,263)        (3,744)
Gain on sale of
   marketable securities, net            -          14,892
Other expense                            -          (2,827)
                                    --------       --------
Income before income taxes            4,320         15,983
Income tax expense                   (1,711)        (6,297)
                                    --------       --------
Net income                       $    2,609          9,686
                                    ========       ========

Primary net income
   per share                     $     0.16           0.58
                                    ========       ========

Weighted average number
   of common and common
   equivalent shares             16,509,604     16,800,488
                                 ===========    ===========


See accompanying notes to consolidated financial statements.















                                     Page 3
<PAGE>
Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Cash Flows
Three months ended May 3, 1997 and May 4, 1996
(Unaudited)
(dollars in thousands)

                                         Three months ended
                                      ------------------------
                                       May 3,          May 4,
                                       1997            1996
                                      -------          -------
Net cash provided by
  operating activities             $  25,362           15,900
                                      -------          -------
Cash flows from investing activities:
  Proceeds from sale of
    marketable securities                100           31,094
  Purchases of property
    and equipment                    (14,285)         (12,720)
  Proceeds from disposition
    of assets                             -               603
                                      -------         --------
Net cash provided (used) by
    investing activities             (14,185)          18,977
                                      -------         --------
Cash flows from financing activities:
  Stock options exercised              1,257              197
  Repurchase of common stock          (4,516)          (3,383)
  Repayments of long-term
    debt and other obligations          (724)            (639)
  Net repayments under
    receivables facility              (5,711)         (37,000)
  Debt issuance costs and other          969           (4,344)
                                      -------          -------
Net cash used by
   financing activities               (8,725)         (45,169)
                                     --------          -------
Net increase (decrease) in
  cash and cash equivalents            2,452          (10,292)

Cash and cash equivalents at
  beginning of the period             20,618           44,384
                                     -------          --------
Cash and cash equivalents
  at end of the period            $   23,070           34,092
                                     =======          ========



See accompanying notes to consolidated financial statements.







                                     Page 4
<PAGE>
Carson Pirie Scott & Co. and Subsidiaries
Notes to Consolidated Financial Statements
May 3, 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  three  months  ended  May 3, 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)  Year 2000 Information System Preparation Costs

The  Company  records  year  2000  information   system   preparation  costs  in
depreciation,  amortization  and other expense.  The Company  anticipates  these
costs will be  approximately  $2.0  million in 1997,  of which $0.6  million was
recorded for the quarter.

(4)  Share Repurchases

During the three  months  ended May 3, 1997,  the  Company  repurchased  150,000
shares of its common  stock for $4.5  million  under its $20.0  million  buyback
program.















                                     Page 5
<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 May 3, 1997 and May 4, 1996

Net sales.  Net sales were $258.1 million for the three months ended May 3, 1997
as  compared  to $236.8  million  for the three  months  ended May 4,  1996,  an
increase of $21.3 million or 9.0%.  The net sales  increase was due to new store
openings  and a  4.0%  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 sales increase for the quarter was
broad-based encompassing most merchandise categories.

Gross  margin.  Gross margin was $90.4 million for the 1997  three-month  period
versus  $83.0  million  for the 1996  three-month  period,  an  increase of $7.4
million or 8.9%.  Gross  margin as a  percentage  of net sales was 35.0% for the
1997 three-month  period compared to 35.1% for the comparable prior period.  The
increase in gross margin dollars was attributable to the increase in net sales.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  were $76.3  million  for the 1997  three-month  period
versus  $71.2  million  for the 1996  three-month  period,  an  increase of $5.1
million or 7.2%. Selling, general and administrative expenses as a percentage of
sales were 29.6% and 30.1% for the  quarters  ended May 3, 1997 and May 4, 1996,
respectively.  The  dollar  increase  in  expenses  was  primarily  due to costs
associated with new stores. The decrease in rate resulted from expense controls,
higher finance charge income and the spreading of fixed expenses across a larger
sales base.

Depreciation,  amortization  and  other.  Depreciation,  amortization  and other
expense  increased  to $5.5  million for the three months ended May 3, 1997 from
$4.1  million  for the three  months  ended May 4,  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.  The Company  recorded $0.6 million in year 2000 information
system preparation costs as other expense for the quarter.





                                     Page 6
<PAGE>
Interest expense,  net. Interest expense,  net increased to $4.3 million for the
three-month  period  ended  May 3,  1997 as  compared  to $3.7  million  for the
three-month  period ended May 4, 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 Holding,  Inc., which
were written down to zero in the third quarter of 1996 and subsequently  sold in
the first quarter of 1997.

Gain on marketable  securities,  net. During the three months ended May 4, 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 three months ended May 4, 1996.

Income tax  expense.  Income tax expense for the three  months ended May 3, 1997
and May 4, 1996 was $1.7  million and $6.3  million  respectively,  resulting in
effective income tax rates of 39.6% and 39.4%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company's  cash and cash  equivalents  position on May 3, 1997 totaled $23.1
million and  outstanding  debt totaled $156.1  million,  resulting in a net debt
position (Net Debt) of $133.0  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 three months ended May 3, 1997,  Net Debt  declined $8.9 million,
which  is  primarily  due  to  net  cash  provided  by  operations,   offset  by
expenditures  under  the  Company's  capital   expenditure   program  and  CPS's
repurchase of its common stock.

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 7
<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 3.4
percentage  points for the three months ended May 3, 1997  compared to the three
months ended May 4, 1996 and may continue to decline.  Despite this  decrease in
penetration,  NBGL generated an additional $1.4 million in finance charge income
during the quarter 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 $0.9 million for the three
months ended May 4, 1996 to $1.4 million for the three months ended May 3, 1997.
However,  NBGL's net write-offs  for the quarter  declined $0.2 million as lower
write-offs for aging of accounts  offset the increase in bankruptcy  write-offs.
These factors and others could materially  affect the  profitability of the NBGL
credit operation.

A  subsidiary  of the  Company  has the  right to  borrow,  subject  to  certain
limitations,  including  compliance with certain  restrictive  covenants,  up to
$200.0 million under a receivables facility. As of May 3, 1997, borrowings under
the receivables  facility totaled $107.8 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 $19.4  million as of May 3, 1997,  which reduce  availability.  No
cash borrowings were  outstanding  under the working capital facility during the
three  months ended May 3, 1997.  In May 1997, after the end of the quarter, 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.

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
limitation,  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 8
<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 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.


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 9
<PAGE>
                           Part II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K
        -----------------------------------------
       (a)     Exhibits
               ----------
       See Exhibit Index on page 11 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 May 3, 1997:




        March 10, 1997    Reported under Item 5 the Company's earnings
                          for the fourth quarter and the fiscal year ended
                          February 1, 1997.














                                    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: June 13, 1997

                        Carson Pirie Scott & Co.

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






                                     Page 10
<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
---------              ---------------         --------------

11.1                   Computation of
                       Per Share Earnings.          12

27                     Financial Data Schedule.     13




































                                     Page 11