SecProbe.io

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Mail Stop 3561

June 27, 2005

Julia A. Davis, Esq.
General Counsel
DSW Inc.
3241 Westerville Road
Columbus, Ohio 43224

	Re: 	DSW Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed on June 27, 2005
		File No. 333-123289

Dear Ms. Davis:

We have reviewed your filing and have the following 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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Exhibit 5.1
Counsel should confirm our understanding that its reference to the
"General Corporation Law of Ohio" includes the statutory
provisions
and also all applicable provisions of the state constitution and
reported judicial decisions interpreting these laws.

Exhibit 8.1
Please note your disclosure in the last paragraph on the bottom of
page 2 that the discussion in the registration statement is a
"fair
and accurate summary of the United States federal tax consequences
.
. . ."  Counsel must opine on the tax consequences and not the
manner
in which they are described in the prospectus.  Please revise.

*	*	*	*	*

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 information.  Detailed 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.

You may contact Ta Tanisha Henderson at (202) 551-3322 or George
Ohsiek, Accounting Branch Chief, at (202) 551-3843 if you have
questions regarding comments on the financial statements and
related
matters.  Please direct any other questions to Howard M. Baik at
(202) 551-3317 or to Ellie Quarles, Special Counsel, at (202) 551-
3238.

								Sincerely,

								H. Christopher Owings
								Assistant Director

cc (via fax):	Robert M. Chilstrom, Esq.

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Julia A. Davis, Esq.
DSW Inc.
June 27, 2005
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