




EXHIBIT 12 - STATEMENT RE:  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (DOLLAR AMOUNTS IN THOUSANDS)


<TABLE>
                                                    Fiscal Year Ended
                                 FEBRUARY 1,  FEBRUARY 3,  JANUARY 28,  JANUARY 29,  JANUARY 30,
                                    1997         1996         1995         1994         1993
<S>                               <C>          <C>          <C>          <C>          <C>
Consolidated pretax income        $378,761     $269,653     $406,110     $399,534     $375,330
Fixed charges (less capitalized 
 interest)                         139,188      139,666      145,921      152,568      142,857

EARNINGS                          $517,949     $409,319     $552,031     $552,102     $518,187

Interest                          $120,599     $120,054     $124,282     $130,915     $121,940

Capitalized interest                 4,420        3,567        2,545        1,882        1,646

Interest factor in rent expense     18,589       19,612       21,639       21,653       20,917

FIXED CHARGES                     $143,608     $143,233     $148,466     $154,450     $144,503

Ratio of earnings to fixed charges    3.61         2.86         3.72         3.57         3.59

</TABLE>
