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Retail Ventures, Inc.        Correspondence

November 10, 2005

Mr. H. Christopher Owings

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Retail Ventures, Inc.

    Registration Statement on Form S-3 filed May 18, 2005 (File No. 333-125032)

Dear Mr. Owings:

     On behalf of Retail Ventures, Inc., an Ohio corporation (“RVI” or the “Company”), enclosed is
a copy of Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement (the
“Registration Statement”), as filed with the United States Securities and Exchange Commission (the
“Commission”) on the date hereof. We have also enclosed a copy of Amendment No. 2 marked to show
changes from Amendment No. 1 to the Registration Statement filed with the Commission on September
21, 2005 (“Amendment No. 1”).

     The changes reflected in Amendment No. 2 include those made by RVI in response to the comments
of the staff of the Division of Corporation Finance of the Commission (the “Staff”) set forth in
your letter, dated October 19, 2005, to James A. McGrady, Executive Vice President of RVI, with
respect to Amendment No. 1. Amendment No. 2 also includes other changes that are intended to
update, clarify and render more complete the information contained therein.

     For your convenience, we set forth each comment from your comment letter in bold typeface and
include the Company’s response below it. Capitalized terms used and not defined herein have the
respective meanings assigned to them in Amendment No. 2. All references to page numbers and
captions correspond to the page numbers and captions in Amendment No. 2, which includes the
prospectus as revised.

Cover Page

    1.

    Please refer to comment number 1 in our letter dated June 17, 2005. It appears that the
cover page still contains excessive detail which makes it difficult to read. For example,
the first full sentence is lengthy and difficult to follow. Further, the last full
paragraph on page one should be revised to eliminate the use of all capitalizations.
Accordingly, please revise your cover page to include only the information required

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    by Item 501 of Regulation S-K or otherwise key to an investment decision and limit the cover
page to one page.

The Company has revised the Registration Statement to reflect the Staff’s comment.

Questions and Answers About the Rescission Offer, page 2

    2.
    Please refer to comment 4 in our letter dated June 17, 2005. It appears that you have
not fully addressed our comment. Please expand your revised disclosure to briefly clarify
the nature of Section 12 rights under the Securities
Act.

The following explanation of the nature of Section 12 rights has been added on page
14 of Amendment No. 2 in “The Rescission Offer” section:

“Section 12(a)(1) under the Securities Act of 1933 creates a cause of action when
the seller of a security fails to comply with the registration or prospectus
delivery requirements of Section 5. The remedies available in an action brought
under Section 12(a)(1) are either rescission (if the buyer still holds the security)
or damages (if the buyer has sold the security at a loss). The buyer only needs to
allege and prove that: (1) the defendant was a seller; (2) the mails or some means
of transportation or communication in interstate commerce was used; (3) the
defendant failed to comply with either the registration or the prospectus delivery
requirement; (4) the action is not barred by the statute of limitations; and (5)
adequate tender was made if the plaintiff is seeking rescission.

With respect to Section 12(a)(1), the statute of limitations is one year after the
alleged violation of Section 5 and three years after the security was bona fide
offered to the public. The one and three year limitations periods in Section 13 are
cumulative, not alternative. Hence, buyers must plead and prove facts tending to
show that their Section 12(a)(1) claim was commenced within one year of the
violation upon which it is based and not more than three years after the security
was bona fide offered to the public. The one year period mandated by Section 13
starts to run from the date of the sale made in violation of Section 5(a). Courts
generally interpret the date of the sale as the latest of three events: the date the
security was offered, the date the security was sold or the date the security was
delivered. The date the shares are credited to a participants 401(k) plan account
would be the latest event and thus the operative start date for the one year
period.”

Risk Factors, page 6

    3.
    We note your response to comment 6 in our letter dated June 17, 2005, indicating that
the current market price of your shares was $11.96 as of September 20, 2005. You stated
that since the highest price that the investors paid was $9.70, and
since you instructed
MFS Heritage Trust Company not to effect repurchases if the price paid by the investor is
less than the current market value of the shares, the market price would have to fall
dramatically for the cost of repurchases to be significant.
It

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     appears, however, that the closing market price of your shares on October 18, 2005 was $9.16
per share, which is less than the price that some of the investors paid. Accordingly, 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.

The Company continues to believe that a total or partial acceptance of the
Rescission Offer by eligible participants will not affect its continued business
vitality or the market value of the remaining securities as it considers the
possibility of a significant financial outlay to be remote.

As indicated in our previous response, the Company has reviewed all transactions
involving both purchases and withdrawals from the Retail Ventures Stock Fund during
the rescission period that involved 200 shares or more. Applying the first-in
first-out method of comparing cost to selling price, the Company estimates that 70
participants in the 401(k) Plan incurred losses of approximately $204,000 in the
aggregate. Consequently, the Company estimates that no more than $350,000 will be
needed to pay damages, which amount will have no effect on the Company’s continued
business vitality.

Also as previously indicated, MFS Heritage Trust Company has been instructed not to
effect repurchases if the price the participant paid per unit plus applicable
interest is less than the market value of a common share as of the expiration date
of the rescission offer. The Company is supplementally providing, as Appendix
1 hereto, an analysis of its potential exposure for repurchases at various price
levels. As you can see, there would have to be a dramatic decline in market price
before this exposure becomes significant. Notwithstanding recent fluctuations in
the market value of its common shares, the price has not dropped below $9.00, at
which price the maximum exposure is only $11,400. Even at the 52-week low of $6.02
on November 8, 2004, the maximum exposure is less than $850,754. The Company has no
reason to believe that, before the end of the rescission period, the market price
will fall to a level at which even a complete acceptance would affect its continued
business vitality and believes speculation to the contrary would be irresponsible.

Terms of the Rescission Offer, page 14

    4.
 Please refer to comment 12 in our letter dated June 17, 2005. It is unclear why you
chose July 12, 2003 as the start date for deciding who would be extended the rescission
offer.

On July 13, 2004, the Company filed a Registration Statement on Form S-8 covering an
additional 1,200,000 common shares for inclusion in the Retail Ventures, Inc. Common
Stock Fund; consequently, shares purchased after that date were properly registered.
At that date, claims based on sales made earlier than July 12, 2003 were time
barred under the one year period mandated by Section 13. Notwithstanding that
additional claims become time barred each day,

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the Board of Directors of the Company voted to offer rescission as though the
statute of limitations were tolled as of July 13, 2004.

Even if the Company were to extend the rescission offer to participants who
purchased shares from September 2001 through July 11, 2003, the Company’s analysis
of market prices for its common shares during this period indicates no one would be
eligible to rescind at this time. During such period, the prices at which Company’s
common shares were acquired by the 401(k) Plan were below $5.00, except for the
period from November 12, 2001 through December 13, 2001 during which period prices
ranged between $4.85 and $6.45. The Company believes it is unlikely the market
value of its common shares will drop below $6.45 before the end of the rescission
period.

    5.

    In this regard, please revise your disclosure to more clearly indicate the eligibility
of each prospectus recipient to participate in the rescission offer. Also, please clarify
when and how you will determine who may participate and if the determination will be made
after the recipient accepts the rescission offer. If applicable, please clearly indicate
that the receipt of the prospectus does not necessarily mean that the recipient is eligible
to participate in the rescission offer.

The following has been added as a new second question on page 3 of Amendment No. 2
in “Questions and Answers About the Rescission Offer” section:

“Q:

Who is eligible to participate in the Rescission Offer?

A:

Everyone receiving this prospectus may execute and deliver the accompanying
Participant’s Acceptance of the Rescission Offer form; however, the only
participants who are eligible to participate in the Rescission Offer and have their
401(k) Plan accounts adjusted are:

    •

    Participants who continue to hold units in the Retail Ventures, Inc. Common
Stock Fund evidencing shares that were purchased between July 12, 2003 and
December 22, 2004 for more than the current market value of the common shares;
and

    •

    Participants who invested in the Retail Ventures, Inc. Common Stock Fund and
subsequently withdrew units at a loss at any time between July 12, 2003 and
December 22, 2004.

If you deliver the accompanying Participant’s Acceptance of the Rescission Offer
form, we will review your 401(k) Plan account and, within 30 days after our receipt
of the form, we will notify you as to whether you are eligible to participate in the
Rescission Offer and have your 401(k) Plan account adjusted.”

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In addition, corresponding disclosures have been added on page 15 of Amendment No. 2
in “The Rescission Offer — Background and Reasons for Rescission Offer” section.

Thank you in advance for your time and consideration. If you have any questions regarding the
responses to the comments of the Staff, or require additional information, please feel free to
contact me at (614) 464-6323.

    Yours very truly,

    /s/ Susan E. Brown

    Susan E. Brown

    Vorys, Sater, Seymour and Pease LLP

    cc:

    Kurt Murao

    Attorney Advisor, Office of Consumer Products

    Securities and Exchange Commission

    David Mittelman

    Branch Chief

    Securities and Exchange Commission

    James A. McGrady

    Executive Vice President, Chief Financial Officer, Treasurer and Secretary

    Retail Ventures, Inc.

    Julia A. Davis

    Executive Vice President and General Counsel

    Retail Ventures, Inc.

    George Dailey

    Plan Administrator

    Schottenstein Stores Corporation

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Appendix 1

Potential Exposure for Repurchases at Various Price Levels

    Beginning

    Ending

    Date

    Date

    $ —

    $1.00

    $2.00

    $3.00

    $4.00

    $5.00

    $6.00

    $7.00

    $8.00

    $9.00

    07/12/03

    08/02/03

    $
    89,107

    46,264

    3,423

    —

    —

    —

    —

    —

    —

    —

    08/03/03

    11/02/03

    $
    1,937,139

    1,469,768

    1,002,407

    590,831

    254,618

    31,066

    —

    —

    —

    —

    11/03/03

    02/02/04

    $
    1,567,973

    1,279,140

    990,316

    701,479

    412,647

    139,505

    6,415

    —

    —

    —

    02/03/04

    05/02/04

    $
    1,537,660

    1,317,699

    1,097,735

    877,772

    657,806

    437,847

    234,009

    85,003

    4,020

    —

    05/03/04

    08/02/04

    $
    1,914,301

    1,661,852

    1,409,419

    1,156,986

    904,549

    652,113

    399,673

    164,269

    59,429

    11,400

    08/03/04

    11/02/04

    $
    1,156,302

    989,475

    822,648

    655,829

    489,005

    322,175

    155,352

    18,564

    —

    —

    11/03/04

    12/22/04

    $
    511,203

    435,221

    359,241

    283,255

    207,275

    131,284

    55,305

    3,353

    —

    —

    Totals

    $
    8,713,685

    7,199,419

    5,685,189

    4,266,152

    2,925,900

    1,713,990

    850,754

    271,189

    63,449

    11,400

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