FORM 10-Q        EXHIBIT INDEX ON
                                                         PAGE 14

                   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 2, 1996
                                    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 November 2, 1996:

Common Stock, $.01 par value    15,971,480 shares, exclusive of
                                21,555,068 shares held by 
                                subsidiaries of the registrant
                              Page 1 
                      PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

Carson Pirie Scott & Co. and Subsidiaries
Consolidated Balance Sheets
As of November 2, 1996
(Unaudited)
(dollars in thousands)
                                     November 2, February 3,
Assets                               1996        1996
--------------------                --------     -----------
Current Assets:
  Cash and cash equivalents     $    20,103          44,384
  Accounts receivable, net          237,364         232,257
  Merchandise inventories           255,658         178,632
  Marketable securities                 -            25,140
  Other current assets               20,344          17,575
                                 ----------      ----------
Total current assets                533,469         497,988

Property, fixtures and 
  equipment, net                    167,677         140,851
Net deferred tax assets              41,199          37,789
Other assets                         11,847          15,474
                                  ---------       ----------
                               $    754,192         692,102
                                  =========       ==========

Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
  Current maturities of 
    long-term debt              $     2,809           3,081
  Accounts payable                  112,268          47,492
  Accrued expenses                   90,301          86,105
                                    -------         -------
Total current liabilities           205,378         136,678
 
Long-term debt,
  less current maturities           189,540         192,705
Other liabilities                    43,924          42,903
                                    -------         -------

Total liabilities                   438,842         372,286
                                    -------         -------
Shareholders' equity:
  Common stock                          160             164
  Paid-in capital                   162,092         172,183
  Unamortized stock compensation       (237)           (453)
  Unrealized gain on investments         93           5,957
  Retained earnings                 153,242         141,965
                                    -------         -------
Total shareholders' equity          315,350         319,816
                                    -------         ------- 
                                $   754,192         692,102
                                    =======         =======

See accompanying notes to consolidated financial statements.

                              Page 2 

Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Operations
Three months ended November 2, 1996 and October 28, 1995
(Unaudited)
(dollars in thousands, except per share amounts)

                                    Three months ended
                                   -----------------------
                                   November 2,   October 28,  
                                   1996          1995
                                   --------      ---------

Net sales                       $   266,238        248,853
Cost of sales                      (168,565)      (159,563)
Selling, general and
   administrative expenses          (80,661)       (75,362)
Depreciation, amortization
   and other                         (4,378)        (2,866)
                                     -------       --------

Income from operations               12,634         11,062
Interest expense, net                (4,072)        (4,259)
Loss on investment                  (10,525)            -
                                    --------       --------
Income(loss) before income taxes     (1,963)         6,803
Income tax benefit(expense)             774         (2,726)
                                    --------       --------
Net income(loss)                 $   (1,189)         4,077
                                    ========       ========

Primary net income(loss)
   per share                     $    (0.07)          0.24
                                    ========       ========

Weighted average number 
   of common and common 
   equivalent shares             16,044,165     16,729,534
                                 ===========    ===========

See accompanying notes to consolidated financial statements.
















                            Page 3 


Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Operations
Nine months ended November 2, 1996 and October 28, 1995
(Unaudited)
(dollars in thousands, except per share amounts)

                                     Nine months ended
                                  ----------------------
                                   November 2,   October 28,  
                                   1996          1995
                                   ------        ---------

Net sales                       $   727,992        718,960
Cost of sales                      (463,770)      (469,770)
Selling, general and
   administrative expenses         (223,371)      (213,691)
Depreciation, amortization
   and other                        (12,576)        (8,994)
Minnesota disposition gain               -          55,000
                                    -------        --------

Income from operations               28,275         81,505
Interest expense, net               (11,207)       (12,978)
Gain on sale of
   marketable securities             14,892             -
Loss on investment                  (10,525)            -
Other expense                        (2,827)            -
                                    --------       --------
Income before income taxes           18,608         68,527
Income tax expense                   (7,331)       (27,413)
                                    --------       --------
Net income                       $   11,277         41,114
                                    ========       ========

Primary net income
   per share                     $     0.67           2.37
                                    ========       ========

Weighted average number 
   of common and common 
   equivalent shares              16,720,097     17,378,172
                                 ===========    ===========

See accompanying notes to consolidated financial statements.














                            Page 4 

Carson Pirie Scott & Co. and Subsidiaries
Consolidated Statements of Cash Flows
Nine months ended November 2, 1996 and October 28, 1995
(Unaudited)
(dollars in thousands)
                                         Nine months ended
                                       -----------------------
                                       November 2,   October 28,
                                       1996          1995
                                       ------        ---------
Net cash provided by
  operating activities            $    5,975           47,896
                                       ------          ------
Cash flows from investing activities:
  Proceeds from sale of
    marketable securities             31,094            5,000
  Purchases of property 
    and equipment                    (38,614)         (31,770)
  Purchase of leasehold interests     (4,369)               -
  Proceeds from disposition 
    of assets                            603           70,801
                                      -------         -------
Net cash provided by(used in)
    investing activities             (11,286)          44,031
                                      -------         -------
Cash flows from financing activities:
  Stock options exercised                718              303
  Repurchases of common stock        (11,069)          (1,831)
  Repayments of long-term
    debt and other obligations        (2,419)          (2,002)
  Net repayments under 
    receivables facility              (1,212)         (64,293)
  Repayment of subordinated notes          -          (17,000)
  Deferred financing costs              (838)               -
  Termination of interest rate
    floor agreements                  (4,150)               -
                                      -------          -------
Net cash used by 
   financing activities              (18,970)         (84,823)

Cash flow effect of
  reorganization activities:
  Change in reorganization payables        -             (369)
                                      -------          -------
Net cash used by 
  reorganization activities                -             (369)
                                     --------          -------
Net increase (decrease) in 
  cash and cash equivalents          (24,281)           6,735

Cash and cash equivalents at
  beginning of the period             44,384           30,244
                                     -------          -------
Cash and cash equivalents
  at end of the period            $   20,103           36,979
                                     =======          =======
See accompanying notes to consolidated financial statements.

                              Page 5 

Carson Pirie Scott & Co. and Subsidiaries
Notes to Consolidated Financial Statements
November 2, 1996 
(Unaudited)


(1)  The Company

Carson Pirie Scott & Co.("CPS") and its subsidiaries (together, the
"Company") operate 53 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 3, 1996.

The results of operations for the nine months ended November 2, 1996 
are not necessarily indicative of the results to be expected for 
the full year due to the seasonal nature of the Company's business. 

(3)  Marketable Securities 

During the first quarter of 1996, the Company sold 
1,026,550 shares of Proffitt's, Inc. ("Proffitt's") common stock 
for $31.1 million and realized a gain of $14.9 million.

(4) Loss on Investment

The Company previously disclosed on a Form 8-K dated September 23, 1996 
filed with the Securities and Exchange Commission that the Company has 
written down to zero its entire interest in 9% Junior Subordinated 
Debentures Due 2004 of County Seat Holdings, Inc. (the "County Seat 
Debentures"), an affiliate of County Seat Stores, Inc. ("County Seat 
Stores"). County Seat Holdings, Inc. and its affiliates filed for 
bankruptcy protection on October 17, 1996. 

The Company received the County Seat Debentures in 1993 when County Seat 
Holdings, Inc. exercised its option to issue and 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 to several members of County Seat Stores' management and 
other investors.





                              Page 6 


Carson Pirie Scott & Co. and Subsidiaries
Notes to Consolidated Financial Statements
November 2, 1996 
(Unaudited)

(5)  Other Expense

During the first quarter of 1996, the Company made a $2.5 million
cash contribution to the Carson Pirie Scott Foundation.

(6)  New Store Acquisitions

In February 1996, the Company purchased a department store 
located in Aurora, Illinois from The May Department Stores 
Company. In March 1996, the Company purchased the leasehold 
interests for two department stores located in Rockford, Illinois 
from Younkers, Inc.

(7)  Share Repurchases

During the nine months ended November 2, 1996, the Company repurchased 
466,100 shares of its common stock for $11.1 million under its $20.0
million share repurchase program.



































                              Page 7 

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 2, 1996 and October 28, 
1995

Net sales.  Net sales were $266.2 million for the three months 
ended November 2, 1996 as compared to $248.9 million for the three 
months ended October 28, 1995, an increase of $17.3 million or 7.0%. 
The net sales increase was due to a 3.5% increase in comparable store 
sales and to the addition of four new stores.  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.  Additionally, the Company opened freestanding 
furniture stores located in Schaumburg, Illinois in January 1996 and in 
Brookfield, Wisconsin in October 1996.

Gross margin.  Gross margin was $97.7 million for the 1996 three-
month period versus $89.3 million for the 1995 three-month period,
an increase of $8.4 million or 9.4%. Gross margin as a percentage of 
net sales was 36.7% for the 1996 three-month period compared to 35.9% in 
the prior period.  The increase in gross margin rate was primarily 
attributable to an increased initial mark-up rate on goods sold without 
an offsetting increase in markdown as a percent of sales. 

Selling, general and administrative expenses.  Selling, general 
and administrative expenses were $80.7 million for the 1996 
three-month period versus $75.4 million for the 1995 three-month 
period, an increase of $5.3 million or 7.0%. The increase was primarily 
due to expenses associated with the Company's four new stores. Selling, 
general and administrative expenses as a percentage of sales were 30.3% 
for the quarters ended November 2, 1996 and October 28, 1995.  The 
Company maintained its expense rate despite a $2.2 million preopening 
charge for new stores during the third quarter of 1996.  A reduction in 
bad debt expense coupled with the control of expenses throughout the 
Company offset the store preopening charge.

Depreciation, amortization and other.  Depreciation, amortization 
and other expense increased to $4.4 million for the three months 
ended November 2, 1996 from $2.9 million for the three months ended 
October 28, 1995. Depreciation expense rose $1.4 million for the 
1996 period reflecting the increased carrying value of property, 
fixtures and equipment due to the Company's capital expenditure 
program.  





                           Page 8



Interest expense, net.  Interest expense, net decreased to $4.1 million 
for the three-month period ended November 2, 1996 as compared to $4.3 
million for the three-month period ended October 28, 1995. Interest 
expense decreased versus the prior period  because, during the third and 
fourth quarters of fiscal 1995, the Company redeemed its 13% ten-year 
subordinated notes. The notes were issued in March 1995 in the total 
principal amount of $57 million. The savings due to the redemption of 
the subordinated notes was largely offset by the absence of interest 
income from the County Seat Debentures (which was recorded in the prior 
year period) and the additional interest expense related to the funding 
of capital requirements for the Company's four new stores.

Loss on investment. The Company recorded a loss of $10.5 million 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 part of the sale price for the Company's 1989 divestiture of 
County Seat Stores, Inc. ("County Seat Stores") to a management led 
buyout group.

Income tax benefit (expense).  The Company recorded an income tax 
benefit for the three months ended November 2, 1996 of $0.8 million. 
This compared to income tax expense of $2.7 million for the three months 
ended October 28,1995.  The Company's resulting effective income tax 
rates were 39.4% for the three months ended November 2, 1996 and 40.0% 
for the three months ended October 28,1995.

Comparison of the nine months ended November 2, 1996 and October 28, 
1995

Net sales.  Net sales were $728.0 million for the nine months 
ended November 2, 1996 as compared to $719.0 million for the nine 
months ended October 28, 1995, an increase of $9.0 million or 1.3%. 
The increase was due to the opening of four new stores, offset by the 
Company's sale of eight of its nine Minnesota stores (the "Minnesota 
Closed Stores") in March 1995.  The Minnesota Closed Stores contributed 
$25.0 million in clearance sales during 1995 that were absent in 1996.  
On a comparable store basis, net sales for the period increased by 2.6%.

Gross margin.  Gross margin was $264.2 million for the 1996 nine-
month period versus $249.2 million for the 1995 nine-month 
period, an increase of $15.0 million or 6.0%. Gross margin as a 
percentage of net sales was 36.3% for the 1996 nine-month period 
compared to 34.7% for the prior period.  Excluding the Minnesota Closed 
Stores clearance sales, which did not contribute to gross margin in the 
1995 period, the rate was 35.9%. The increase in gross margin rate was 
primarily attributable to an increased initial mark-up rate on goods 
sold without an offsetting increase in the markdown rate.








                                 Page 9

Selling, general and administrative expenses.  Selling, general 
and administrative expenses were $223.4 million for the 1996 
nine-month period versus $213.7 million for the 1995 nine-month 
period, an increase of $9.7 million or 4.5%. The increase was primarily 
due to expenses associated with new stores and lower finance charge 
income.  Selling, general and administrative expenses as a percentage of 
sales were 30.7% and 30.8% (excluding the Minnesota Closed Stores 
clearance sales) for the nine months ended November 2, 1996 and October 
28, 1995, respectively. The Company improved its expense rate despite 
charges for new stores  primarily due to the control of expenses 
throughout the Company.

Depreciation, amortization and other.  Depreciation, amortization 
and other expense increased to $12.6 million for the nine months 
ended November 2, 1996 from $9.0 million for the nine months ended 
October 28, 1995. Depreciation expense rose $3.3 million for the 
1996 period reflecting the increased carrying value of property, 
fixtures and equipment due to the Company's capital expenditure program.  

Interest expense, net.  Interest expense, net decreased to $11.2 million 
for the nine-month period ended November 2, 1996 as compared to $13.0 
million for the nine-month period ended October 28, 1995.  The decrease 
occurred because, during the third and fourth quarters of fiscal 1995, 
the Company redeemed its 13% ten-year subordinated notes.  The notes 
were issued in March 1995 in the total principal amount of $57 million. 

Gain on sale of marketable securities.  During the nine months 
ended November 2, 1996, the Company sold 1,026,550 shares of 
Proffitt's common stock for $31.1 million and realized a gain of
$14.9 million.

Loss on investment. The Company recorded a loss of $10.5 million related 
to the write-down of it's interest in 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 to a management led buyout group.

Other expense.  The Company made a $2.5 million cash contribution
to the Carson Pirie Scott Foundation during the nine months ended 
November 2, 1996.

Income tax expense.  Income tax expense for the nine months 
ended November 2, 1996 and October 28, 1995 was $7.3 million and $27.4 
million, respectively, resulting in effective income tax rates of 
39.4% and 40.0%, respectively.











                              Page 10


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents position on November 2, 1996 
totaled $20.1 million and outstanding debt totaled $192.3 million, 
resulting in a Net Debt position of $172.2 million.  "Net Debt" is 
outstanding debt net of 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 2, 1996, Net Debt increased $20.8 million. The 
increase was primarily due to expenditures under the Company's capital 
expenditure program, its share repurchase program, and new store working 
capital requirements.  The increase was offset by the receipt of $31.1 million 
from the sale of the Company's 1,026,550 shares of Proffitt's common stock.  
Net cash provided by operations declined $41.9 million from $47.9 million in 
he 1995 nine-month period, to $6.0 million in the 1996 nine-month period.  
This decline was primarily due to the liquidation of working capital related 
to the Minnesota Closed Stores during the 1995 period.

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 2, 1996, borrowings under the receivables 
facility totaled $142.8 million.  The receivables facility 
expires July 1998.  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 $13.8 million as of November 2, 
1996, which reduce availability.  No cash borrowings were  
outstanding under the working capital facility during the nine 
months ended November 2, 1996. The working capital facility expires 
in May 1999.

During the nine months ended November 2, 1996, the Company repurchased 
466,100 shares of its common stock for $11.1 million under its $20.0 
million share repurchase program.

In fiscal 1996, the Company anticipates spending $60 million for 
capital expenditures which will be allocated as follows:  store 
programs of $26 million, new store acquisitions and renovations 
of $25 million, technology programs of $4 million and other 
programs of $5 million.  Store programs include the completion of 
five store renovations.

As of February 3, 1996, the Company had federal and state net 
operating loss (NOL) carryforwards of approximately $138 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 11


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.

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 


                       PART II - OTHER INFORMATION

                         

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
       (a)     Exhibits
               --------
       See Exhibit Index on page 14 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 2, 1996:   


August 28, 1996         Reported under Item 5 the Company's earnings and  
                        sales for the second quarter.

September 23, 1996      Reported under Item 5 the Company's $10.5
                        million write-down of it's interest in 9% Junior 
                        Subordinated Exchange Debentures Due 2004 of 
                        County Seat Holdings, Inc. 

October 17, 1996        Reported under Item 5 that the United States 
                        District Court for the Eastern District of 
                        Wisconsin affirmed in all respects the 
                        Bankruptcy Court's decision granting the 
                        Company's motion for summary judgment in the 
                        amount of $37,565,000, plus costs against Bank 
                        One, Milwaukee, NA in the case of P.A. BERGNER & 
                        CO. V. BANK ONE MILWAUKEE, NA (Case No. 
                        95-C-1087).





                                 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, 1996

                        Carson Pirie Scott & Co.

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


                               Page 13

                         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               15
                       Per Share Earnings.        

27                     Financial Data Schedule.     17 




































                                 Page 14