SecProbe.io

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Mail Stop 0308
      June 17, 2005

James A. McGrady
Executive Vice President
Retail Ventures, Inc.
3241 Westerville Road
Columbus, OH  43224

      Re:	Retail Ventures, Inc.
		Registration Statement on Form S-3
      Filed May 18, 2005
		File No. 333-125032

Dear Mr. McGrady:

      We have limited our review of your filing to those issues we
have addressed in our comments.  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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Cover Page
1. Please revise your cover page to include only the information
required by Item 501 of Regulation S-K or otherwise key to an
investment decision.  Further, please revise to eliminate all
defined
terms, here and in the forepart of the prospectus.
2. Please highlight the cross-reference to the risk factor section
by
prominent type or another manner.  See Item 501(b)(5) of
Regulation
S-K.

Available Information, page 2
Documents Incorporated By Reference, page 3
3. Please remove these sections from the forepart of the
prospectus.
For example, place this information at the end of the prospectus.
Questions and Answers About the Rescission Offer, page 3
4. Please include a brief discussion addressing the impact to
security holders who decide to reject the rescission offer.
Please
note that a security holder`s federal right of rescission may
survive
the rescission offer and the statute of limitations related to a
rescission offer.  In this regard, security holders who do not
accept
the rescission offer may exercise their legal rights under Section
12
of the Securities Act throughout the remaining statutory period,
even
after the end of the rescission offer.  Please provide
corresponding
disclosure in a risk factor and in The Rescission Offer section.
As
part of the corresponding disclosures, briefly clarify the nature
of
Section 12 rights and the length of the statutory period.
Risk Factors, page 7
5. Please disclose any risks the security holder assumes if the
security holder does not accept the rescission offer.
6. Please include a risk factor discussing how a total or partial
acceptance will affect your continued business vitality and what
impact a partial acceptance could have upon the market value of
the
remaining securities.
Background and Reason for Rescission Offer, page 13
7. We note your disclosure that although all of the relevant
purchases of the common stock at issue were made in the open
market,
you have determined that some of the common shares purchased
"[m]ay
not have been properly registered in accordance with the
Securities
Act."  We also note your disclosure that "[s]ome participants may
not
have received the required prospectus during the Rescission
Period."
Please expand your disclosure to provide further detail.  For
example, please specify the section(s) of the Securities Act that
may
have been violated and describe the circumstances under which the
possible violations arose.  Please also disclose how and when you
discovered that you may have issued shares that were not properly
registered under the Securities Act.
8. We note your disclosure at the top of page 15 stating your
belief
that "[n]o violation of state securities laws occurred in
connection
with such sales."  Please revise to fully disclose the extent to
which the offeree`s right to sue is affected by the rescission
offer
under state law, including possible remedies.  For example, please
discuss whether rejection of the rescission offer would limit any
common law or statutory remedies.  Please also discuss how a
security
holder can preserve any statutory remedies, and for how long.
9. Please expand your disclosure to address whether there will be
any
restrictions on future transferability of common shares that are
not
tendered in the rescission offer.
Terms of the Rescission Offer, page 15
10. We refer you to the second full paragraph on page 16.  Please
expand your presentation of market prices to include a greater
number
of representative dates, including a price more recent than
December
22, 2004.  Please also provide the disclosure in tabular form.
11. Please also disclose whether and to what extent you have been
in
the market for the common shares.
12. According to your disclosure in the notes to the financial
statements for the Form 10-K for the Fiscal Year Ended January 29,
2005 you failed to register the common shares transferred to
participants in the 401(k) plan from September 2001 until July 13,
2004.  Yet, according to the terms of the rescission offer, as
disclosed in the Form S-3, you are only making the rescission
offer
to those participants that purchased your common shares between
July
12, 2003 and December 22, 2004.  Please tell us why, with a view
to
disclosure, you are not making the rescission offer to those
participants that purchased your common shares from September 2001
through July 11, 2003.
13. We also note your disclosure, "[w]e also discovered that
approximately 640,000 of our common shares sold to our employees
through our ESPP may not have complied with applicable federal or
state law" in the notes to the financial statements for the Form
10-K
for the Fiscal Year Ended January 29, 2005.  You further indicated
that these participants may have a right to rescind their
purchases
and that you have not yet determined whether or not you will make
a
rescission offer to participants in the ESPP.  Please revise your
disclosure in the Form S-3 to discuss possible contingent
liabilities
arising from the sale of your shares to ESPP participants.

Funding of the Rescission Offer, page 17
14. Please disclose the amount of funds needed to effectuate a
total
rescission offer.

******

      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
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested effective date.

      Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
David Mittelman, Branch Chief, at (202) 551-3214 or me at (202)
551-
3720 with any other questions.

      					Sincerely,

						H. Christopher Owings
      					Assistant Director

cc: 	Susan E. Brown, Esq.
	Vorys, Sater, Seymour and Pease LLP
      Fax: (614) 719-4642

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James A. McGrady
Retail Ventures, Inc.
June 17, 2005
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