SecProbe.io

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May 20, 2005

Dennis J. Broderick, Esq.
Senior Vice President, General Counsel and Secretary
Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 452023100

      Re:	Federated Department Stores, Inc.
      Amended Form S-4 filed May 10, 2005
      File No. 333-123667

Dear Mr. Broderick:

      We have reviewed your filing and have the following
comments.
Please be aware that we have limited our review to the terms of
the
transaction reflected in the registration statement.    Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Amended Form S-4

Questions and Answers about the Merger
Summary
1. We note your response to comment 2.  The summary is intended to
provide a brief overview of the key aspects of the offering.  Your
summary is too long and repeats much of the information fully
discussed in the body of your prospectus.  The summary is only
intended to provide a brief snapshot of the offering.  Please
revise.
See Instruction to Item 503(a) of Regulation S-K.

May`s Reasons for the Merger and Recommendation . . ., page 54
Federated`s Reasons for the Merger and Recommendation . . ., page
58
2. We note your response to comment 14 and reissue the comment as
it
applies to the second and fifth bullet points.

The Merger Agreement, page 99
3. We note your response to comments 20 and 21.  You are required
to
file the merger agreement as an exhibit to the registration
statement
and you are required to incorporate the merger agreement by
reference
into the prospectus as set forth in Item 4(c) of Form S-4.  As
such,
investors are entitled to rely on the disclosure regarding the
representations and warranties in the merger agreement that you
describe in this section.  In that regard, we note your statement
that you "do not intend for its text to be a source of factual,
business or operational information about either Federated or May"
and your statement that "that kind of information can be found
elsewhere in this joint proxy statement/prospectus and in the
other
public filings each of us makes with the SEC."  Please revise to
remove any potential implication that the referenced merger
agreement
does not constitute public disclosure under the federal securities
laws.  In addition, please include disclosure acknowledging that
if
specific material facts exist that contradict the representations
or
warranties in the merger agreement, you have provided corrective
disclosure.

Pro Forma Financial Data
Unaudited Pro Forma Financial Statements of Federated
Unaudited Pro Forma Consolidated Balance Sheet, page 172
4. We note your response to our prior comment 27.  It appears that
the amount you assigned to May`s finished goods and merchandise
inventories will result in a profit margin that is slightly less
than
historical amounts.  Please explain to us in detail why you
believe
that assigning an amount to inventories that results in a profit
margin slightly less than historical amounts represents estimated
selling prices less the sum of the costs of disposal and a
reasonable
profit allowance for the selling effort and complies with the
criteria of paragraph 37.c. of SFAS 141.  Please explain to us in
detail how you determined the amount allocated to merchandise
inventories.  In doing so, please:
* provide to us an analysis of your estimate of costs of disposal
as
compared to selling (or disposal) costs of May for the past three
years;
* tell us the nature and estimated amounts of the items you
included
in costs of disposal and highlight which of these costs are direct
or
indirect, and if costs of disposal include indirect costs, tell us
why you believe that it is appropriate to include indirect costs
as
part of costs of disposal;
* tell us how you determined the estimated sales value of May`s
inventories and, if applicable, why estimated sales value varies
significantly from historical sales value; and
* tell us how you determined the profit allowance and/or profit
percentage on costs of disposal and why you believe that the
amount
of the profit you expect to earn for the selling effort is
reasonable.

Notes to Unaudited Pro Forma Consolidated Balance Sheet, page 173
5. You disclose on page 7 that the number of shares of common
stock
you will issue in the merger will approximate 97 million shares as
opposed to approximately 96 million shares reflected in your
initial
filing and presently disclosed in note (b).  You also disclose on
page 170 the stock ownership of May`s directors and executive
officers, which reflects revisions from your initial filing.
However, we note that you did not revise your estimate of merger
consideration disclosed in note (b).  Please advise or revise.
6. We note your response to our prior comment 29 and the revisions
to
your disclosure.  We also note that May filed an amendment to its
Form 10-K on May 10, 2005 and restated its balance sheet to
correct a
misclassification of the components of property and equipment and
that the book value of May`s land and buildings and improvements
increased by $847 million.  In addition, we note that your pro
forma
adjustment related to the allocation of merger consideration to
land
and buildings and improvements decreased from $1.010 million to
$785,000.  Please explain to us why the allocation of merger
consideration to land and buildings and improvements decreased
given
the restatement of their book values.  Please also explain to us
in
detail what "an industry-specific income capitalization approach"
represents and the methodology of the approach you applied.  In
doing
so, tell us how the approach considers the fair value of favorable
lease agreements.  Please refer to our prior comment number 30.
7. We note your response to our prior comments 30, 31 and 32 and
the
revisions to your disclosure.  Please tell us the certain trade
name
you identified as having an indefinite life.
8. We note your response to our prior comments 30 and 31.  It
appears
that there will be significant changes to the combined business
subsequent to the merger.  Specifically, we note your plans to re-
brand the majority of May stores.  Additionally, given your
disclosures on page 174 and the overlap of stores of the combined
companies in areas such as the Northeast, we presume that you will
close some number of existing stores.  Tell us what was your
consideration of providing an additional risk factor in the
section
starting on page 31 titled "Risks Relating to Federated`s
Operations
After the Consummation of the Merger" to address execution risks
associated with your future plans.

9. We note your response to our prior comment 34 and the revisions
to
your disclosure.  Please disclose the factors that contributed to
a
purchase price that resulted in the recognition of significant
goodwill.
10. We note your response to our prior comment 36 and the
revisions
to your disclosure.  In future filings, please classify leased
department revenues and shipping and handling revenues in net
sales.
Please refer to SAB Topic 8:A and EITF 00-10.

****

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact William Thompson at (202) 551-3344 or Mike
Moran, Accounting Branch Chief, at (202) 551-3841, if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Howard Baik at (202) 551-3317 or Ellie
Quarles, Special Counsel, at (202) 551-3238, with any other
questions.

Sincerely,

H. Christopher Owings
      Assistant Director

cc:	Lyle G. Ganske, Esq.
	Christopher J. Hewitt, Esq.

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Dennis J. Broderick, Esq.
Federated Department Stores, Inc.
May 20, 2005
Page 4

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