SecProbe.io

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April 29, 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.
      Registration Statement on Form S-4
      Filed March 30, 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.

Form S-4

Joint Prospectus Cover Page / Letter to Stockholders
1. Please limit the disclosure here to a very brief statement, no
longer than one page, of the purpose of the meetings and other
material information key to the stockholders` decision.  Move any
information that is not required by Item 501 and is not key to an
investment decision to another part of the prospectus.  For
example,
we note that the discussion of the mechanics of the merger by
which
May will be merged with a wholly owned subsidiary is not key to an
investment decision.

Questions and Answers About the Mergers, page 1
Summary, page 12
2. You currently repeat information in your Questions and Answers
and
Summary.  The Questions and Answers should not repeat any
information
that appears in the Summary, and vice versa.  For purposes of
eliminating redundancies and grouping like information together,
view
your Questions and Answers and Summary as one section.  In
particular, we suggest that you revise so that you discuss only
the
procedural aspects of the merger in the Questions and Answers and
thereby reduce the length of the Questions and Answers.  Place
substantive disclosure in the Summary.  Further, focus your
questions
on those that lend themselves to brief, factual, and/or yes or no
answers.  Please revise accordingly.  We may have additional
comments
based upon your revisions.
3. In the third question on page 1, expand your disclosure to
disclose the amount of the premium that the merger will provide to
May stockholders.  In this regard, it appears that you should
include
the premium relative to the price as of the date immediately prior
to
announcement of the merger and not only the premium as of January
14,
2005, as set forth in May`s reasons for recommending the merger.
Also, please explain how the merger "is capable of creating more
stockholder value than either May or Federated could on its own."
4. In the discussion of the consideration to be received in the
merger, you state that "in certain circumstances" Federated may
pay
more consideration in common stock to maintain the non-taxable
status
or may elect to increase the cash consideration.  Please clarify
throughout the document whether there are circumstances other than
the total value of the Federated common stock falling below 40%
that
would trigger a change in payment terms.  Also, disclose how
Federated would notify stockholders of any change in the
consideration to be received.

Interests of May Directors and Executive Officers in the Merger,
page
16
5. Rather than merely referencing that certain conflicts of
interest
exist, summarize the extent to which insiders are benefiting as a
result of the merger, and quantify in dollar terms the aggregate
amount of compensatory payments and all other benefits that all
executive officers and directors will receive as a result of the
transaction.  Also, please clarify that certain members of
management
and the board of directors have interests that "will" present them
with actual or potential conflicts of interest.

Conditions to Completion of the Merger, page 17
6. Briefly clarify which conditions to the merger are waiveable.
Please be aware that we generally believe that resolicitation is
required when companies waive material conditions to a merger.

Financial Summary
Comparative Per Share Information, page 28
7. Please tell us how you computed cash dividends declared per
common
share presented in the pro forma combined data per Federated
common
share column.  Explain to us how the computation complies with the
requirements of Item 14(b)(10)(ii) of Regulation 14A.  Please
refer
to instruction 2(iii) of the Instructions to paragraphs (b)(8),
(b)(9) and (b)(10) of Regulation 14A.

Risk Factors

Certain directors and executive officers of May have interests and
arrangements . . ., page 31
Please identify, to the extent practicable, the directors and
executive officers of May that have interests in the merger that
may
be different from, or in addition to, their interests as
stockholders
and the interests of stockholders generally.  8. Also, state that
these interests are different from them instead of indicating that
they may be different from those of stockholders.

Under certain circumstances relating to the price of Federated
common
stock . . ., page 32
9. Please disclose, if true, that the May board will not request
updated fairness opinions if the consideration to be received will
differ as a result of a significant decline in the value of
Federated
common stock.

Anti-takeover provisions could delay, deter or prevent a change in
control . . ., page 33
10. Please briefly discuss the provisions in Delaware law and in
Federated`s certificate of incorporation, by-laws and other
agreements that could delay, deter or prevent a change in control
of
Federated.

Federated is subject to environmental protection and health and
safety laws . . ., page 34
11. Please expand the disclosure to briefly highlight the
environmental protection and health laws to which you are subject
or
add a reference to more detailed disclosure in this document.

Federated depends upon the success of its advertising and
marketing .
. ., page 34
12. We note that Federated spends a "meaningful amount" on
advertising and marketing.  Please quantify what you mean by
"meaningful amount."

Background of the Merger, page 50
13. Please consider providing a brief description of why May
retained
two financial advisors to provide fairness opinions for this
transaction.  For example, we note that Morgan Stanley met
independently with Goldman Sachs to discuss the terms of the
transaction and that you described Morgan Stanley`s role
throughout
the background section, but that you did not discuss PJSC until
the
discussion of the February 27, 2005 board meeting.  Please revise.

May`s Reasons for the Merger and Recommendation . . ., page 59
Federated`s Reasons for the Merger and Recommendation . . ., page
63
14. For each factor cited, please ensure that it contains adequate
detail to place it in context.  It is important that stockholders
understand why the boards chose to pursue the merger.  Expand the
factors, both favorable and potentially unfavorable, to provide a
meaningful discussion of each board`s consideration of each
factor.
In this regard, describe in specific terms what it was about each
factor that supports the board`s decision.  As examples, consider
the
following:

* describe the other alternatives reasonably available to May as
referenced on the top of page 60;
* more clearly explain how the results of the due diligence
supported
both May and Federated`s decision;
* describe how the combined company will "enhance relationships"
with
suppliers and mall operators as referenced on page 60;
* briefly specify the "limitations" referred to on page 62 that
limits May`s ability to solicit alternative business combinations;
and
* describe how the historical information concerning May and
Federated mentioned on pages 60 and 64 supports the merger.

Opinion of May`s Financial Advisors, page 65
Opinion of Federated`s Financial Advisor, page 80
Please supplementally provide us with a copy of the board books
and
any other materials distributed by the financial advisors to
assist
the board in evaluating the transaction.  15.

As currently drafted, the discussion of each financial advisor`s
opinion does not provide a meaningful summary of each of the
analyses
performed.  Please revise each of the summaries so that they are
written in clear, understandable language.  Avoid unnecessary
financial terms that make the disclosure very difficult to
understand.  Rather, explain in clear, concise, and understandable
language what the financial advisor did and how the analysis and
conclusion are relevant to stockholders and, specifically, to the
consideration that they are receiving in the merger.  As part of
the
revisions, please describe the purpose of each analysis and why
particular measures were chosen for analysis.  We mayhave
additional
comments based upon your revisions.16.
17. Please disclose the dollar amount of the fee that Morgan
Stanley
will receive rather than disclosing that the fee will be a
percentage
of the value of the merger.  We note from the disclosure on page
14
that Morgan Stanley will receive the principal portion of the fee
upon completion of the transaction.  Please disclose the amount
that
it has received to date, including the triggering event for
payment
of that fee, and the amount it will receive upon consummation of
the
merger.  Also, quantify the amount of compensation received by
Morgan
Stanley from May and Goldman Sachs from Federated during the last
two
years.  See Item 1015 of Regulation M-A.

Federal Income Tax Consequences to May Stockholders if the Merger
. .
., page 99
18. We note your use of the word "generally" throughout this
section.
For instance, you state that "Cash received by a holder of May
common
stock in lieu of fractional shares will generally be treated as if
the holder received . . . ."  Rather than describing the tax
consequences to May common stock holders in general terms, please
revise to provide more definitive statements of the tax
consequences.

Material United States Federal Income Tax Consequences, page 100
19. Revise the last paragraph to eliminate the language that the
disclosure is "for general information purposes only."

The Merger Agreement, page 101
20. We note your statement that "the merger agreement has been
included for your convenience."  Please provide an analysis,
addressing Item 601(b)(2) and Section 251(c) of the DGCL,
supporting
your determination that the company is not obligated to supply a
copy
of the merger agreement to the shareholders.
21. We note your statement in the first bolded paragraph regarding
the merger agreement that "we do not intend for its text to be a
source of factual, business or operational information about
either
Federated or May" and your disclosure in the first bullet point on
page 101.  Investors are entitled to rely upon disclosures in your
publicly filed documents, including the merger agreement.  Please
revise your disclosure to eliminate the language indicating that
stockholders may not rely upon the terms and conditions of the
merger
agreement.
22. We refer to your disclosure in the second bullet point on page
101.  Your general disclaimer regarding the accuracy of the
disclosure in the merger agreement and qualification by reference
to
other disclosure is inappropriate.  If specific material facts
exist
that contradict the disclosure regarding the representations or
warranties in the merger agreement please disclose.
23. We note your disclosure in the last paragraph on page 101 that
information concerning or qualifying the representations and
warranties since the date of the merger agreement may have been
included in a filing with the SEC after the date of the merger
agreement.  To the extent the disclosure in the merger agreement
has
changed or is no longer accurate you have an obligation to revise
your public disclosure.  Please revise as appropriate.
24. Please file as an exhibit a list identifying the contents of
the
omitted confidential disclosure letters.  See Item 601(b)(2) of
Regulation S-K.

Conditions to Completion of the Merger, page 116
25. Please clarify which conditions may be waived.
26. Please clarify which conditions have been satisfied and update
the status of others, as appropriate.

Pro Forma Financial Data
Unaudited Pro Forma Financial Statements of Federated, page 175
General
27. We note that pro forma adjustments do not include an
allocation
to merchandise inventories to reflect estimated selling prices
less
the sum of costs of disposal and a reasonable profit allowance for
the selling effort.  Please refer to paragraph 37(c)(1) of SFAS
141.
Please tell us why the book value of May`s merchandise inventories
approximate estimated fair value or revise your purchase price
allocation to comply with paragraph 37(c)(1) of SFAS 141.  If you
revise your purchase price allocation, please tell us how you
determined:

* The amount allocated to merchandise inventories; and
* The amount of the related adjustment to cost of sales or tell us
why a pro forma adjustment to cost of sales is not required and
the
basis for that determination.

Notes to Unaudited Pro Forma Consolidated Balance Sheet, page 178
28. Please disclose the possible outcomes and possible impacts of
the
contingencies that could change the structure of the merger and
the
consideration payable to May stockholders.
29. Please disclose in more detail the basis of your allocation to
property and equipment and the nature of internal and external
assessments of value performed including whether the assessments
were
based on replacement cost and/or appraisals.  Please tell us why
your
preliminary assessments of value indicate that the book value of
furniture, fixtures, equipment and other property approximate fair
value.
30. Please disclose in more detail the trade names that you have
identified and determined to have indefinite useful lives.  Please
also disclose in more detail the basis of your allocation to
intangible assets.  Please tell us why assigning indefinite lives
to
all identified trademarks is appropriate.  Please also tell us
what
consideration you gave to identifying other intangible assets such
as
favorable leases and relationships with suppliers.
31. We note that you plan to allocate $310 million to acquired
trade
names with an indefinite useful life. We further note that May
acquired Marshall Fields as of the end of July 2004 and that it
valued the trade names acquired in that acquisition at $419
million.
Please explain to us why you believe that there has been a decline
in
the value of the trade names acquired in conjunction with the
Marshall Fields transaction.
32. We note that May had approximately $188 million (gross) in
amortizable trade names as of December 31, 2004.  Please tell us
what
is represented by these trade names and why you believe that they
no
longer have value.
33. Please tell us the pro forma adjustments you considered in
your
calculation of the estimate of deferred income taxes in adjustment
(b7).
34. Please disclose the factors that contributed to a purchase
price
that resulted in the recognition of significant goodwill.

Federated Unaudited Pro Forma Consolidated Statement of Income,
page
181
35. We note in your current disclosure that you provide a
sensitivity
analysis