<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                    FORM 10-K/A
    


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)

For the fiscal year ended February 1, 1997

Commission file number 001-14346

                               SAKS HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                        52-1685667
         --------                                        ----------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

12 East 49th Street, New York, New York                  10017
----------------------------------------               ----------
(Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number, including area code    (212) 940-4048

Securities pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                          <C>
         Title of each class                 Name of each exchange on which registered:
Common Stock, par value $.01 per share       New York Stock Exchange
--------------------------------------       -----------------------
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
                  5-1/2% Convertible Subordinated Notes due September 15, 2006

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.

1)       Yes /X/           No / /
2)       Yes /X/           No / /

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at April 5, 1997 was $1,691,382,450. The aggregate market value was
computed by reference to the closing price as of that date. (For purposes of
calculating this amount only, all directors, executive officers and greater than
10% shareholders of the Registrant are treated as affiliates.)

The number of shares outstanding of the Registrants only class of common stock
as of April 5, 1997 was 63,400,313.

Documents Incorporated by Reference

Portions of the Registrant's annual shareholders report for the year ended
February 1, 1997 are incorporated into Part II.

Portions of the Registrant's definitive Proxy Statement for its annual
shareholders meeting to be held on June 16, 1997 are incorporated by reference
into Part III.
<PAGE>

Part I

Item 1.  Business

                  GENERAL

                  Saks Holdings, Inc. is the parent company of Saks & Company,
                  which does business as Saks Fifth Avenue, OFF 5TH and Folio.
                  Saks Fifth Avenue is recognized worldwide as a premier fashion
                  retailer, offering the finest quality and latest style in
                  women's and men's apparel. Supported by a strong commitment to
                  personalized customer service, Saks primarily sells better,
                  bridge and designer apparel, shoes, accessories, jewelry,
                  cosmetics and fragrances for women and men, as well as gift
                  merchandise and children's apparel. Capitalizing on its
                  70-year history as a fashion authenticator and the prominence
                  of its landmark Fifth Avenue store in New York City, Saks
                  Fifth Avenue has developed one of the most recognized
                  retailing franchises in the world.

                  Saks Fifth Avenue was founded in 1867 and was incorporated in
                  New York as Saks & Company in 1902. Opened in New York City in
                  September 1924 by Horace Saks and Bernard Gimbel, the landmark
                  Fifth Avenue store offered exclusive merchandise from around
                  the world. In 1973, Saks & Company was acquired by a
                  subsidiary of B.A.T. Industries, PLC through its acquisition
                  of Gimbel Bros., Inc. In July 1990, affiliates of Investcorp
                  S.A. and a group of international investors acquired Saks &
                  Company from B.A.T. Industries, PLC.

                  Sales are generated through four retail store formats:
                  Full-line; resort stores; Main Street stores; OFF 5TH stores;
                  and, Folio catalogs. As of February 1, 1997, there were 40
                  Full-line stores, seven Resort stores, three Main Street
                  stores and 33 OFF 5TH outlet stores. The full-line, resort and
                  main street store operations are conducted from premier retail
                  locations and sell merchandise which has been determined to be
                  most important to its top customers. The OFF 5TH outlet
                  division sells high quality, upscale branded fashion apparel
                  and home furnishings at exceptional prices. The Folio catalogs
                  primarily offer fashionable women's apparel, accessories and
                  home furnishings and gifts.

                  In addition to the preceding discussion, a description of each
                  retail format included in the annual shareholders report for
                  the year ended February 1, 1997 is incorporated herein by
                  reference.

                  TRADEMARKS AND SERVICE MARKS

                  The Company owns its principal trademarks and service marks,
                  including "Saks Fifth Avenue", "SFA" and "S5A" marks. Other
                  important trademarks and service marks include "OFF 5TH",
                  "Folio", "Real Clothes", "The Works" and "The Fifth Avenue
                  Club". The Company's trademarks and service marks are
                  registered in the
<PAGE>

                  United States Patent and Trademark Office. The term of these
                  registrations is generally ten years, and they are renewable
                  for additional ten year periods indefinitely, so long as the
                  marks are still in use at the time of renewal. Saks is not
                  aware of any claims of infringement or other challenges to its
                  right to register or use its marks in the United States.

                  SEASONALITY

                  The retail apparel industry is seasonal in nature, with a high
                  proportion of sales and operating income generated in November
                  and December. During fiscal 1996, fiscal 1995 and fiscal 1994,
                  the fourth quarter provided approximately 31%, 32% and 31%,
                  respectively, of the Company's net sales and the majority of
                  its operating income. As a result, the Company's operating
                  results depend significantly on the holiday selling season.
                  Working capital requirements fluctuate during the year,
                  increasing substantially in October and November in
                  anticipation of the holiday selling season as significantly
                  higher inventory levels are necessary.

                  RELIANCE ON FIFTH AVENUE STORE

                  The Company's flagship Fifth Avenue store in New York City
                  accounted for approximately 21%, 22% and 24% of consolidated
                  net sales in fiscal 1996, fiscal 1995 and fiscal 1994,
                  respectively and plays a significant role in marketing the
                  Saks Fifth Avenue name.

                  COMPETITION

                  All aspects of the retail industry, including attracting
                  customers, securing merchandise and locating appropriate
                  retail sites, are highly competitive. The Company competes for
                  customers in this industry with retailers in the following
                  five categories: large specialty apparel retailers; better
                  department stores; national specialty apparel chains; designer
                  boutiques; and individual specialty apparel stores. The type
                  of individual competitor in each of these groups differs from
                  region to region and from store to store. Although management
                  believes it will be able to continue to compete on the basis
                  of quality, service and reputation, there can be no assurance
                  that it will maintain or improve the Company's competitive
                  position.

                  EMPLOYEES

                  At February 1, 1997, the Company employed approximately 838
                  people at its headquarters and buying offices and 14,506 in
                  its stores, two distribution centers and data center. The
                  Company's staffing requirements fluctuate during the year as a
                  result of the seasonality of the retail apparel industry,
                  adding approximately 1,200 to 1,500 more seasonal employees in
                  the fourth quarter. Approximately 147 of the Company's
                  employees are covered by collective bargaining 
<PAGE>

                  agreements. The Company has never been subject to a strike and
                  believes that its relationship with its employees and the
                  unions is good.

                  FORWARD-LOOKING STATEMENTS

                  Certain statements contained in this document as well as those
                  items incorporated by reference, including, without
                  limitation, statements containing the words "believes",
                  "anticipates", "intends", "expects" and words of similar
                  import, constitute "forward-looking statements" within the
                  meaning of the Reform Act. Such forward-looking statements
                  involve known and unknown risks, uncertainties and other
                  factors that may cause the actual results, performance or
                  achievements of Saks Holdings, Saks or the retail industry to
                  be materially different from any future results, performance
                  or achievements expressed or implied by such forward-looking
                  statements. Such factors include, among others, the following:
                  general economic and business conditions, both nationally and
                  in those areas in which Saks operates; demographic changes;
                  prospects for the retail industry; competition; changes in
                  business strategy or development plans; the loss of key
                  personnel; the availability of capital to fund the expansion
                  of Saks' business; and other factors referenced in this
                  document as well as those items incorporated by reference.
                  Given these uncertainties, prospective investors are cautioned
                  not to place undue reliance on such forward-looking
                  statements. Saks Holdings disclaims any obligation to update
                  any such factors or to publicly announce the results of any
                  revisions to any of the forward-looking statements contained
                  herein to reflect future events or developments.

                  CAPITAL EXPENDITURES; LIQUIDITY; SOURCES OF SUPPLY; REVENUES 
                  BY RETAIL FORMAT

                  For information on capital expenditures, liquidity, sources of
                  supply and revenues by retail format, Management's Discussion
                  and Analysis of Financial Condition and Results of Operations
                  included in the annual shareholders report for the year ended
                  February 1, 1997 is incorporated herein by reference.

<PAGE>

Item 2.  Properties

                  The following table summarizes the property ownership of
                  stores as of February 1, 1997:

<TABLE>
<CAPTION>
                                                                              Number       Gross         % of Gross
                                                                               of          Square           Square  
                                                                             Stores        Footage          Footage

                    <S>                                                        <C>         <C>                 <C> 
                 Full-Line, Resort and Main Street Stores:
                    Owned store on owned land .....................             7         1,380,000             23 %
                    Owned on leased land ..........................            20         1,949,700             36
                    Leased store on leased land ...................            23         1,757,200             27

                                                                      ===========     =============     =========== 
                                                                               50         5,086,900             86
                 OFF 5TH Stores:
                    Leased store on leased land ...................            32           772,600             13
                    Owned on leased land ..........................             1            27,100              1
                                                                      -----------     -------------     ----------- 
                                                                               33           799,700             14
                                                                      -----------     -------------     ----------- 
                 Total ............................................            83         5,886,600            100 %
                                                                      ===========     =============     =========== 
</TABLE>


                  In addition to the preceding table, a listing of all retail
                  properties included in the annual shareholders report for the
                  year ended February 1, 1997 is incorporated herein by
                  reference.

                  The Company currently operates two distribution centers
                  located in Yonkers, N.Y. and Ontario, CA. A new
                  state-of-the-art distribution center in Aberdeen, MD is being
                  constructed to replace the Yonkers, NY facility. The Company
                  expects to make the transition to this new facility in 1997.
                  The Company also leases its home office space in New York, NY.

Item 3.  Legal Proceedings

                  There are no material legal proceedings, other than ordinary
                  routine litigation incidental to the business, to which the
                  Company or any of its subsidiaries is a party or of which any
                  of their property is the subject.

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

                  The Company did not submit any matter to a vote of its
                  security holders during the fourth quarter of fiscal 1996.

Part II

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters

                  Common Stock Market Prices and Common Stock Information
                  included in the annual shareholders report for the year ended
                  February 1, 1997 is incorporated herein by reference.

                  The Company's common stock is traded on the New York Stock
                  Exchange (ticker symbol SKS). The approximate number of record
                  holders of the Company's common stock at February 1, 1997 was
                  354.

                  The Company currently does not pay any cash dividends on
                  common stock. Saks Holdings is a holding company with no
                  business operations of its own. Saks Holdings is therefore
                  dependent upon payments, dividends and distributions from Saks
                  & Company for funds to pay its expenses and to pay future cash
                  dividends or 
<PAGE>

                  distributions, if any, to holders of the common stock. The
                  Company currently retains any earnings for support of its
                  working capital, repayment of indebtedness, capital
                  expenditures and general corporate purposes. Saks & Company
                  has no current intention of paying dividends or making other
                  distributions to the Company in excess of amounts necessary to
                  pay the Company's expenses and taxes. Saks & Company's credit
                  facility contains restrictions on the ability to pay dividends
                  or make other distributions to the Company.

Item 6.  Selected Financial Data


<TABLE>
<CAPTION>
                                                Fiscal           Fiscal           Fiscal          Fiscal           Fiscal
                                                 1996             1995             1994            1993             1992
                                    ---------------------------------------------------------------------------------------
                                                               (In Millions, except per share data)
<S>                                           <C>               <C>              <C>            <C>              <C>        
Net sales ................................    $1,945             $1,687           $1,418         $1,396            $1,344
Management fees ..........................        (1)                (7)              (2)            (2)               (2)
Impairment and special charges ...........         -                (36)               -           (178)                -
Operating income  (loss) .................       109                 36               66           (154)               12
Income (loss) before 
  extraordinary charge ...................        37                (58)             (10)          (228)              (77)
Net income (loss) ........................        24                (64)             (11)          (256)              (86)
Total assets .............................     1,573              1,366            1,289          1,306             1,471
Long-term debt and capital lease
     obligations .........................       709                976              874            892               862
Per common share:
     Income (loss) before 
       extraordinary charge ..............      0.63              (1.29)           (0.22)         (5.07)            (1.93)
     Net income (loss) ...................      0.41              (1.43)           (0.24)         (5.68)            (2.14)
</TABLE>


                  All per share data have been retroactively adjusted to reflect
                  the five-for-one stock split in fiscal 1996 of the Company's
                  common stock effected in the form of share distributions
                  ("stock dividends").

                  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations included in the annual shareholders
                  report for the year ended February 1, 1997 is incorporated
                  herein by reference.

                  Impairment and special charges of $36.4 million were recorded
                  in fiscal 1995. The charges recorded consist of exit costs of
                  its Yonkers distribution center, the integration costs of
                  former I. Magnin locations and write-down of capitalized EDP
                  software and amounted to $10,015, $8,900 and $8,500,
                  respectively.

                  Impairment and special charges of $177.7 million were recorded
                  in fiscal 1993. These charges consisted of $118.0 million to
                  reduce the carrying value of property and equipment, goodwill
                  and intangible assets, $40.2 million related to store closings
                  and downsizings (write-down of property and equipment to net
                  realizable value, lease related costs, inventory liquidations
                  and severance) and $19.5 million related to an early
                  retirement program.
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

                  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations included in the annual shareholders
                  report for the year ended February 1, 1997 is incorporated
                  herein by reference.

Item 8. Financial Statements and Supplementary Data

                  The report of independent accountants and consolidated
                  financial statements included in the annual shareholders
                  report for the year ended February 1, 1997 is incorporated
                  herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and 
        Financial Disclosure

                  None.

Part III

Item 10. Directors and Officers of the Registrant

                  The information contained in Saks Holdings, Inc.'s Proxy
                  Statement dated May 2, 1997, with respect to directors and
                  executive officers of the Company, is incorporated herein by
                  reference in response to this item.

Item 11. Executive Compensation

                  The information contained in Saks Holdings, Inc.'s Proxy
                  Statement dated May 2, 1997, with respect to executive
                  compensation and transactions, is incorporated herein by
                  reference in response to this item.

Item 12. Security Ownership of Certain Beneficial Owners and Management

                  The information contained in Saks Holdings, Inc.'s Proxy
                  Statement dated May 2, 1997, with respect to security
                  ownership of certain beneficial owners and management, is
                  incorporated herein by reference in response to this item.


Item 13. Certain Relationships and Related Transactions

                  The information contained in Saks Holdings, Inc.'s Proxy
                  Statement dated May 2, 1997, with respect to certain
                  relationships and related transactions, is incorporated herein
                  by reference in response to this item.

<PAGE>

Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

               (a-1) The following consolidated financial statements of Saks
               Holdings, Inc. included in the annual report to shareholders for
               the year ended February 1, 1997, are incorporated by reference in
               Item 8:

                  Consolidated Balance Sheets - February 1, 1997 and February 3,
                  1996

                  Consolidated Statements of Operations - Fiscal years ended
                  February 1, 1997, February 3, 1996 and January 28, 1995.

                  Consolidated Statements of Shareholders' Equity - Fiscal years
                  ended February 1, 1997, February 3, 1996 and January 28, 1995.

                  Consolidated Statements of Cash Flows - Fiscal years ended
                  February 1, 1997, February 3, 1996 and January 28, 1995.

                  Notes to Consolidated Financial Statements.

                  Report of Independent Accountants.

               (a-2) The following consolidated financial statement schedules of
               Saks Holdings, Inc. and subsidiaries are included in Item 14(d):

                  Schedule I   Condensed financial information of registrant.

                  Report of Independent Accountants on Schedule I.

                  All other schedules for which provision is made in the
                  applicable accounting regulation of the Securities and
                  Exchange Commission are not required under the related
                  instructions or are inapplicable and therefore have been
                  omitted.

               (a-3) Listing of Exhibits

                  Exhibit No.
                  -----------

   
                  3.01* - Amended and Restated Certificate of Incorporation
                  of Saks Holdings, as filed with the Delaware Secretary
                  of State on May 28, 1996.

                  3.02* - Bylaws of Saks Holdings, as adopted on August 6, 1990.

                  4.01* - See Exhibits 3.01 and 3.02 as to the rights of holders
                  of Saks Holdings' Common Stock.

                  4.02* - Form of Stock Certificate of the Common Stock of 
                  Saks Holdings.

                  4.03.1- Credit Agreement, dated as of October 8, 1996, 
                  among Saks, the several lenders form time to time party 
                  thereto and The Chase Manhattan Bank as administrative agent 
                  (the "Credit Facility").

                  4.04.2- Consent No. 1 to the Credit Facility, dated as of 
                  January 17, 1997.

                  4.05* - Amended and Restated Loan and Security Agreement 
                  dated as of May 12, 1995 between Fifth Avenue Capital Trust 
                  ("FACT") and certain direct and indirect wholly-owned 
                  subsidiaries of Saks (the "Borrowers").

                  4.06* - Trust and Servicing Agreement dated as of 
                  May 12, 1995 among FACT, Bankers Trust Company, as 
                  servicer, and Marine Midland Bank, as trustee.

                  4.07* - Amended and Restated Trust Agreement, dated as of 
                  May 12, 1995, among Saks, HNY, INc. and Wilmington Trust 
                  Company, as owner trustee.

                  4.08* - Registration Rights Agreement, dated as of August 
                  16, 1996, among Saks Holdings and certain stockholders of 
                  Saks.

                  10.01.1* Amended and Restated Pooling & Servicing 
                  Agreement, dated as of December 16, 1991, among SFA Finance 
                  Company, Saks and Bankers Trust Company, as trustee 
                  (the "1991 P&S").

                  10.01.2* First Amendment to the 1991 P&S, dated as of 
                  November 5, 1992.

                  10.01.3* Second Amendment to the 1991 P&S, dated as of 
                  October 26, 1993.

                  10.02.1* Second Amended and Restated Receivables Purchase
                  Agreement, dated as of December 16, 1991, between Saks and 
                  SFA Finance Company (the "Receivables Purchase Agreement")

                  10.02.2* First Amendment to the Receivables Purchase 
                  Agreement, dated as of November 5, 1992.

                  10.02.3* Second Amendment to the Receivables Purchase 
                  Agreement, dated as of October 26, 1993.

                  10.03.1* Series 1991-2 Supplement, dated as of December 16, 
                  1991, among SFA Finance Company, Saks, MHTC, as 
                  administrative agent, and Bankers Trust Company, as trustee 
                  (the "1991-2 Supplement").

                  10.03.2* First Amendment to the 1991-2 Supplement, dated as 
                  of July 22, 1992.

                  10.03.3* Second Amendment to the 1991-2 Supplement, dated  
                  as of August 20, 1992.

                  10.03.4* Third Amendment to the 1991-2 Supplement, dated as 
                  of November 5, 1992.

    
<PAGE>

   
                  10.03.5* Fourth Amendment to the 1991-2 Supplement, dated 
                  as of May 20, 1993.

                  10.03.6* Fifth Amendment to the 1991-2 Supplement, dated as 
                  of October 28, 1993.

                  10.03.7* Sixth Amendment to the 1991-2 Supplement, dated as 
                  of September 30, 1994.

                  10.04.1* Class C Supplement to Series 1991-2 Supplement, 
                  dated as of November 5, 1992, among SFA Finance Company, 
                  Saks and Bankers Trust Company, as trustee (the "1991-2(C) 
                  Supplement").

                  10.04.2* First Amendment to the 1991-2(C) Supplement, dated 
                  as of September 30, 1994

                  10.05* Class B Supplement to Series 1991-2 Supplement, 
                  dated as of September 30, 1994, among SFA Finance Company, 
                  Saks and Bankers Trust Company, as trustee.

                  10.06* Series 1995-1 Supplement, dated as of November 13, 
                  1995, among SFA Finance Company, Saks, Swiss Bank 
                  Corporation, New York Branch, as administrative agent, and 
                  Bankers Trust Company, as trustee.

                  10.07* Transition Supplement to the 1991 P&S, dated as of 
                  April 25, 1996, among SFA Finance Company, Saks and Bankers 
                  Trust Company, as trustee.

                  10.08* Pooling and Servicing Agreement, dated as of 
                  April 25, 1996, among SFA Finance Company, Saks and Bankers 
                  Trust Company, as trustee (the "1996 P&S").

                  10.09* Series 1996-1 Supplement to the 1996 P&S, dated as 
                  of April 25, 1996, among SFA Finance Company, Saks and 
                  Bankers Trust Company, as trustee.

                  10.10* Third Amended and Restated Receivables Purchase 
                  Agreement, dated as of April 25, 1996, between Saks and SFA 
                  Finance Company.

                  10.11* Series 1996-2 Supplement to the 1996 P&S, dated as 
                  of April 25, 1996, among SFA finance Company, Saks and 
                  Bankers Trust Company, as trustee.

                  10.12* Purchase Agreement, dated May 4, 1995 among Saks, 
                  FACT, the Borrowers, Goldman, Sachs & Company and Chemcial 
                  Securities,Inc. with respect to the sale of Commercial 
                  Mortgage Pass-Through Certificates due May 12, 2002.

                  10.13* Saks Fifth Avenue Supplemental Pension Plan, 
                  effective July 2, 1990.

                  10.14* Saks Holdings, Inc. Senior Management Stock 
                  Incentive Plan, dated as of October 17, 1990 (the "Old 
                  Incentive Plan").

                  10.15* Standard form of Stock Option Agreement Pursuant to 
                  the Old Incentive Plan 

                  10.16.1* Saks Holdings, Inc. 1996 Management Stock Incentive 
                  Plan, dated as of February 1, 1996 (the "New Incentive Plan").

                  10.16.2* Amendment to the New Incentive Plan.

                  10.17* Standard Form of Stock Option Agreement Pursuant to 
                  the New Incentive Plan.

                  10.18* Amended and Restated Employment Agreement, dated as 
                  of March 1, 1996, between Saks and Philip B. Miller.

                  10.19* Amended and Restated Employment Agreement, dated as 
                  of March 1, 1996, between Saks and Rose Marie Bravo.

                  10.20* Amended and Restated Employment Agreement, dated as 
                  of March 1, 1996, between Saks and Owen E. Dorsey.

                  10.21* Employment Agreement, dated as of March 1, 1996, 
                  between Saks and Brian E. Kendrick.

                  10.22* Agreement for Management Advisory and Consulting 
                  Services, dated as of July 2, 1995, between Saks and III.

                  10.23* Acquisitions Advisory Agreement, dated as of 
                  January 29, 1995, between Saks and III.

                  10.24* Public Company Expenses Agreement, dated as of 
                  April 27, 1996, between Saks Holdings and Saks.

                  10.25* Form of Common Stock Purchase Agreement between Saks 
                  Holdings and Investcorp, S.A.

    
                  11.01 - Statement Re: Computation of Per Share Earnings

                  13.01 - Common Stock Market Prices and Common Stock
                  Information, incorporated into Part II, Item 5 of this Form
                  10-K by reference to the Registrant's annual shareholders
                  report for the year ended February 1, 1997 (the "1997 Annual
                  Report").

                  13.02 - Management's Discussion and Analysis of Financial
                  Condition and Results of Operations, incorporated into Part
                  II, Item 6 and Item 7 of this Form 10-K by reference to the
                  1997 Annual Report.

                  13.03 - Report of Independent Accountants and Consolidated
                  Financial Statements, incorporated into Part II, Item 8 of
                  this Form 10-K by reference to the 1997 Annual Report.

                  21.01 - Subsidiaries of the Registrant

   
                  22.01 - Proxy Statement, incorporated herein by reference to
                  Registrants' definitive Proxy Statement for its annual 
                  shareholders meeting to be held on June 16, 1997 
                  (File No. 001-14346), filed on May 2, 1997.
    
                  23.01 - Consent of Independent Accountants

                  27.01 - Financial Data Schedule


<PAGE>

                  Exhibit No.
                  -----------

                  99.01 - Press Release - Saks announces preliminary first
                  quarter results

                  99.02 - Press Release - Saks Holding, Inc. and Isetan
                  Company Limited agree to a joint reorganization plan for
                  Barney's Inc.

   
----------------
* Incorporated herein by reference to Saks Holdings' registration statement 
on Form S-1 (File No. 333-2426)
    


               (b) Reports on Form 8-K filed in the fourth quarter of fiscal
                   1996:

                  None.


                  
Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      SAKS HOLDINGS, INC.


                                      /s/  Mark E. Hood
                                      -----------------
                                      Mark E. Hood
                                      Senior Vice President - Finance
                                      Chief Accounting Officer

                                        May 2, 1997
                                        -----------
                                          Date
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant and in
the capacities and on the dates indicated.

<TABLE>

<S>                                         <C>                                         <C>    
     /s/  Philip B. Miller                  
---------------------------------------     Chairman of the Board and                   May 2, 1997
Philip B. Miller                             Chief Executive Officer
                                             (Principal Executive Officer)


     /s/  Brian E. Kendrick                 
---------------------------------------     Vice Chairman of the Board and              May 2, 1997
Brian E. Kendrick                            Chief Operating Officer


     /s/  Rose Marie Bravo                  
--------------------------------------      President and Director                      May 2, 1997
Rose Marie Bravo


     /s/  Richard F. Zannino                
--------------------------------------      Executive Vice President,                   May 2, 1997
Richard F. Zannino                           Chief Financial Officer and
                                             Treasurer (Principal Financial
                                             Officer)


     /s/  Savio W. Tung                     
----------------------------------------    Director                                    May 2, 1997
Savio W. Tung


     /s/  Jon P. Hedley                     
------------------------------------------  Director                                    May 2, 1997
Jon P. Hedley


     /s/  E. Garrett Bewkes III             
--------------------------------------      Director                                    May 2, 1997
E. Garrett Bewkes III


     /s/  Charles J. Philippin              
----------------------------------------    Director                                    May 2, 1997
Charles J. Philippin


     /s/  Stephen I. Sadove                 
----------------------------------------    Director                                    May 2, 1997
Stephen I. Sadove


     /s/  Brian Ruder                       
----------------------------------------    Director                                    May 2, 1997
Brian Ruder


     /s/  Mark E. Hood                      
-----------------------------------------   Senior Vice President - Finance             May 2, 1997
Mark E. Hood                                 (Principal Accounting Officer)
</TABLE>

<PAGE>
Report of Independent Accountants




To the Board of Directors and Shareholders
of Saks Holdings, Inc.

Our report on the consolidated financial statements of Saks Holdings, Inc. has
been incorporated by reference in this Form 10-K from the Annual Shareholders
Report of Saks Holdings, Inc. In connection with our audits of such consolidated
financial statements, we have also audited the related financial statement
schedule listed in item 14(a-2) of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.


                                                  /s/  Coopers & Lybrand L.L.P.

New York, New York
March 4, 1997



<PAGE>

Schedule I - Condensed Financial Information of Registrant

Saks Holdings, Inc.
(Parent Company)

Condensed Balance Sheets


<TABLE>
<CAPTION>
                                                                         February 1,                 February 3,
                                                                             1997                       1996
                                                                     --------------------       ---------------------
                                                                                      (In Thousands)
<S>                                                                  <C>                        <C>
Assets
Current assets:
    Cash and cash equivalents ............................           $              5,159       $                  -
    Interest receivable from subsidiary ..................                          5,429                          -
                                                                     --------------------       ---------------------
         Total current assets ............................                         10,588                          -


Note receivable from subsidiary ..........................                        276,000                          -


Deferred financing costs, net ............................                          7,907                          -

Investment in subsidiary .................................                        515,604                      83,175
                                                                     --------------------       ---------------------
          Total assets ...................................           $            810,099       $              83,175
                                                                     ====================       =====================

Liabilities and shareholders' equity
Current liabilities ......................................           $              5,429       $                  -
Long-term debt ...........................................                        276,000                          -
Shareholders' equity:
     Common stock ........................................                            633                         450
     Other shareholders' equity ..........................                        528,037                      82,725
                                                                     --------------------       ---------------------
Total shareholders' equity ...............................                        528,670                      83,175
                                                                     --------------------       ---------------------
Total liabilities and shareholders' equity ...............           $            810,099       $              83,175
                                                                     ====================       =====================
</TABLE>




The accompanying Notes are an integral part of the condensed financial
statements
<PAGE>

Schedule I - Condensed Financial Information of Registrant - Continued

Saks Holdings, Inc.
(Parent Company)

Condensed Statements of Operations

   
<TABLE>
<CAPTION>
                                                                Fiscal               Fiscal                Fiscal
                                                                 1996                 1995                  1994
                                                          ------------------    -----------------    ------------------
                                                                                 (In Thousands)
<S>                                                       <C>                   <C>                  <C>
Interest income ..................................        $            5,468    $              -     $               -

Interest expense .................................                     5,722                   -                     -
                                                          ------------------    -----------------    ------------------
Income (loss) before income taxes and equity
     in net income (loss) of subsidiaries ........                      (254)                  -                     -

Income taxes .....................................                         -                   -                     -
                                                          ------------------    -----------------    ------------------
                                                                        (254)                  -                     -

Equity in net income (loss) of subsidiaries ......                    24,398              (64,095)              (10,618)
                                                          ------------------    -----------------    ------------------
Net income (loss) ................................        $           24,144    $         (64,095)    $         (10,618)
                                                          ==================    =================    ================== 
</TABLE>

    


The accompanying Notes are an integral part of the condensed financial
statements
<PAGE>

Schedule I - Condensed Financial Information of Registrant - Continued

Saks Holdings, Inc.
(Parent Company)

Condensed Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                    Fiscal              Fiscal              Fiscal
                                                                     1996                1995                1994
                                                               ----------------     ---------------     ---------------
                                                                                    (In Thousands)
<S>                                                            <C>                  <C>                 <C>            
Net cash provided by operating activities ...............      $         16,477     $             0     $             0
                                                               ----------------     ---------------     ---------------

Investing activities:
     Advances to subsidiary .............................              (276,000)                  -                   -
     Investment in subsidiary ...........................              (424,469)                  -                   -
                                                               ----------------     ---------------     ---------------
Net cash (used in) investing activities .................              (700,469)                  0                   0
                                                               ----------------     ---------------     ---------------


Financing activities:
     Proceeds from initial public offering ..............              (416,969)                  -                   -
     Proceeds from exercise of stock options ............                 4,325                   -                   -
     Proceeds from issuance of Notes ....................               276,000                   -                   -
     Financing costs ....................................                (8,200)                  -                   -
     Other ..............................................                    57                   -                   -
                                                               ----------------     ---------------     ---------------
Net cash provided by financing activities ...............               689,151                   0                   0
                                                               ----------------     ---------------     ---------------
Increase in cash and cash equivalents ...................                 5,159     $             0     $             0
                                                               ----------------     ---------------     ---------------
Cash at end of year .....................................      $          5,159     $             0     $             0
                                                               ================     ===============     ===============
</TABLE>


The accompanying Notes are an integral part of the condensed financial
statements
<PAGE>

Schedule I - Condensed Financial Information of Registrant - Continued

Saks Holdings, Inc.
(Parent Company)

Notes to Condensed Financial Statements

1. Basis of Presentation

Saks Holdings, Inc.'s investment in subsidiaries is accounted for under the
equity method and is stated at cost plus (minus) equity in undistributed
earnings (losses) since the date of acquisition, less dividends received from
subsidiaries. Parent company-only financial statements are not the primary
financial statements of the registrant and should be read in conjunction with
the Company's consolidated financial statements included in the Saks Holdings,
Inc. consolidated annual report to shareholders.

2. Note Receivable from Subsidiary

The terms and provisions of this note correspond to those of the convertible
subordinated notes disclosed in the Saks Holdings, Inc. consolidated financial
statements.

<PAGE>

                                         Exhibit Index

Exhibit No.                                                            Page No.
-----------                                                            --------

   

3.01* - Amended and Restated Certificate of Incorporation of Saks Holdings, as 
        filed with the Delaware Secretary of State on May 28, 1996.

3.02* - Bylaws of Saks Holdings, as adopted on August 6, 1990.

4.01* - See Exhibits 3.01 and 3.02 as to the rights of holders of Saks 
        Holdings' Common Stock.

4.02* - Form of Stock Certificate of the Common Stock of Saks Holdings.

4.03.1- Credit Agreement, dated as of October 8, 1996, among Saks, the several 
        lenders form time to time party thereto and The Chase Manhattan Bank as 
        administrative agent (the "Credit Facility").

4.04.2- Consent No. 1 to the Credit Facility, dated as of January 17, 1997.

4.05* - Amended and Restated Loan and Security Agreement dated as of 
        May 12, 1995 between Fifth Avenue Capital Trust ("FACT") and certain 
        direct and indirect wholly-owned subsidiaries of Saks (the "Borrowers").

4.06* - Trust and Servicing Agreement dated as of May 12, 1995 among FACT, 
        Bankers Trust Company, as servicer, and Marine Midland Bank, as trustee.

4.07* - Amended and Restated Trust Agreement, dated as of May 12, 1995, among 
        Saks, HNY, Inc. and Wilmington Trust Company, as owner trustee.

4.08* - Registration Rights Agreement, dated as of August 16, 1996, among Saks 
        Holdings and certain stockholders of Saks.

10.01.1* Amended and Restated Pooling & Servicing Agreement, dated as of 
         December 16, 1991, among SFA Finance Company, Saks and Bankers Trust 
         Company, as trustee (the "1991 P&S").

10.01.2* First Amendment to the 1991 P&S, dated as of November 5, 1992.

10.01.3* Second Amendment to the 1991 P&S, dated as of October 26, 1993.

10.02.1* Second Amended and Restated Receivables Purchase Agreement dated as of
         December 16, 1991, between Saks and SFA Finance Company (the 
         "Receivables Purchase Agreement")
                     
10.02.2* First Amendment to the Receivables Purchase Agreement, dated as 
         of November 5, 1992.

10.02.3* Second Amendment to the Receivables Purchase Agreement, dated as 
         of October 26, 1993.

10.03.1* Series 1991-2 Supplement, dated as of December 16, 1991, among SFA 
         Finance Company, Saks, MHTC, as administrative agent, and Bankers 
         Trust Company, as trustee (the "1991-2 Supplement").

10.03.2* First Amendment to the 1991-2 Supplement, dated as of July 22, 1992.

10.03.3* Second Amendment to the 1991-2 Supplement, dated as of August 20, 1992.

10.03.4* Third Amendment to the 1991-2 Supplement, dated as of November 5, 1992.

    
<PAGE>

   
10.03.5* Fourth Amendment to the 1991-2 Supplement, dated as of May 20, 1993.

10.03.6* Fifth Amendment to the 1991-2 Supplement, dated as of October 28, 1993.

10.03.7* Sixth Amendment to the 1991-2 Supplement, dated as of 
         September 30, 1994.

10.04.1* Class C Supplement to Series 1991-2 Supplement, dated as of 
         November 5, 1992, among SFA Finance Company, Saks and Bankers Trust 
         Company, as trustee (the "1991-2(C) Supplement").

10.04.2* First Amendment to the 1991-2(C) Supplement, dated as of 
         September 30, 1994.

10.05*- Class B Supplement to Series 1991-2 Supplement, dated as of 
        September 30, 1994, among SFA Finance Company, Saks and Bankers Trust 
        Company, as trustee.

10.06*- Series 1995-1 Supplement, dated as of November 13, 1995, among SFA 
        Finance Company, Saks, Swiss Bank Corporation, New York Branch, as 
        administrative agent, and Bankers Trust Company, as trustee.

10.07*- Transition Supplement to the 1991 P&S, dated as of April 25, 1996, 
        among SFA Finance Company, Saks and Bankers Trust Company, as trustee.

10.08*- Pooling and Servicing Agreement, dated as of April 25, 1996, among SFA 
        Finance Company, Saks and Bankers Trust Company, as trustee (the "1996 
        P&S").

10.09*- Series 1996-1 Supplement to the 1996 P&S, dated as of April 25, 1996, 
        among SFA Finance Company, Saks and Bankers Trust Company, as trustee.

10.10*- Third Amended and Restated Receivables Purchase Agreement, dated as of 
        April 25, 1996, between Saks and SFA Finance Company.

10.11*- Series 1996-2 Supplement to the 1996 P&S, dated as of April 25, 1996, 
        among SFA finance Company, Saks and Bankers Trust Company, as trustee.

10.12*- Purchase Agreement, dated May 4, 1995 among Saks, FACT, the Borrowers, 
        Goldman, Sachs & Company and Chemcial Securities,Inc. with respect to 
        the sale of Commercial Mortgage Pass-Through Certificates due 
        May 12, 2002.

10.13*- Saks Fifth Avenue Supplemental Pension Plan, effective July 2, 1990.

10.14*- Saks Holdings, Inc. Senior Management Stock Incentive Plan, dated as of 
        October 17, 1990 (the "Old Incentive Plan").

10.15*- Standard form of Stock Option Agreement Pursuant to the Old Incentive 
        Plan.

10.16.1* Saks Holdings, Inc. 1996 Management Stock Incentive Plan, dated as of 
         February 1, 1996 (the "New Incentive Plan").

10.16.2* Amendment to the New Incentive Plan.

10.17*- Standard Form of Stock Option Agreement Pursuant to the New Incentive 
        Plan.

10.18*- Amended and Restated Employment Agreement, dated as of March 1, 1996, 
        between Saks and Philip B. Miller.

10.19*- Amended and Restated Employment Agreement, dated as of March 1, 1996, 
        between Saks and Rose Marie Bravo.

10.20*- Amended and Restated Employment Agreement, dated as of March 1, 1996, 
        between Saks and Owen E. Dorsey.

10.21*- Employment Agreement, dated as of March 1, 1996, between Saks and 
        Brian E. Kendrick.

10.22*- Agreement for Management Advisory and Consulting Services, dated as of 
        July 2, 1995, between Saks and III.

10.23*- Acquisitions Advisory Agreement, dated as of January 29, 1995, between 
        Saks and III.

10.24*- Public Company Expenses Agreement, dated as of April 27, 1996, between 
        Saks Holdings and Saks.

10.25*- Form of Common Stock Purchase Agreement between Saks 
        Holdings and Investcorp, S.A.

    


11.01 - Statement Re: Computation of Per Share Earnings

13.01 - Common Stock Market Prices and Common Stock Information,
        incorporated into Part II, Item 5 of this Form 10-K by
        reference to the Registrant's annual shareholders report for
        the year ended Feburary 1, 1997 (the "1997 Annual Report").

13.02 - Management's Discussion and Analysis of Financial Condition
        and Results of Operations, incorporated into Part II, Item 6
        and Item 7 of this Form 10-K by reference to the 1997 Annual
        Report.

13.03 - Report of Independent Accountants and Consolidated Financial
        Statements, incorporated into Part II, Item 8 of this Form
        10-K by reference to the 1997 Annual Report.

21.01 - Subsidiaries of the Registrant

   
22.01 - Proxy Statement, incorporated herein by reference to
        Registrants' definitive Proxy Statement for its annual 
        shareholder meeting to be held on June 16, 1997 
        (File No. 001-14346), filed on May 2, 1997.
    

23.01 - Consent of Independent Accountants

27.01 - Financial Data Schedule

99.01 - Press Release - Saks announces preliminary first quarter
        results

   
99.02 - Press Release - Saks Holding, Inc. and Isetan Company Limited
        agree to a joint reorganization plan for Barney's Inc.
    

   
----------------
* Incorporated herein by reference to Saks Holdings' registration statement 
on Form S-1 (File No. 333-2426)