FEDERATED DEPARTMENT STORES INC /DE/
S-4 POS, 1995-06-20
DEPARTMENT STORES
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<PAGE>
                                          Registration No. 33-85480


              SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549
                     _________________

              POST-EFFECTIVE AMENDMENT NO. 1 TO
                          FORM S-4

                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933
                     _________________

                              
                   R. H. MACY & CO., INC.
(Former name of registrant under which Registration Statement was filed)

              FEDERATED DEPARTMENT STORES, INC.
   (Exact name of registrant as specified in its charter)
                             

   DELAWARE                 5311                   13-3324058
(State or other        (Primary Standard         (I.R.S. Employer
jurisdiction of        Industrial                Identification
incorporation          Classification Code       Number)
or organization)       Number)

                       _______________


                     151 WEST 34TH STREET
                   NEW YORK, NEW YORK  10001
                      (201) 438-1400

                            -and-

                     7 WEST SEVENTH STREET
                     CINCINNATI, OHIO 45202
                      (513) 579-7000

(Address, including ZIP Code, and telephone number, including area
code, of registrant's principal executive offices)

                      _________________


                       RONALD W. TYSOE
              VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER
                  FEDERATED DEPARTMENT STORES, INC.
                     7 WEST SEVENTH STREET
                     CINCINNATI, OHIO 45202
                      (513) 579-7000

(Name, address, including ZIP Code, and telephone number,
includ ing area code, of agent for service)


<PAGE>
                      _________________


        Please send a copy of all communications to:

                  ROBERT A. PROFUSEK, ESQ.
                 JONES DAY, REAVIS & POGUE
                   599 LEXINGTON AVENUE
                 NEW YORK, NEW YORK 10022
                    (212) 326-3939

     If the Securities being registered on this Form are
being offered in connection with the formation of a holding
company and there is compliance with General Instruction G,
check the following box. /__/







     Pursuant to the undertaking contained in Item 22 of
this Registration Statement, the Registrant hereby
deregisters all of the shares of Common Stock, par value
$.01 per share, of the Registrant originally registered by
this Registration Statement that were not issued in
connection with the Federated/Macy's Merger which was the
subject of this Registration Statement.






























<PAGE>
                           SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this post-effective amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Cincinnati, State of Ohio on June 20, 1995.


                           FEDERATED DEPARTMENT STORES, INC.

                           By   /s/  Ronald W. Tysoe
                                    Ronald W. Tysoe
                               Principal Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated on June 20, 1995.

   Signature                         Title
           *                    Principal Executive Officer
   Allen I. Questrom                 and Director

 /s/ Ronald W. Tysoe            Principal Financial Officer
     Ronald W. Tysoe                 and Director

           *                    Principal Accounting
     John E. Brown                   Officer

           *                    Director
   Robert A. Charpie

           *                    Director
    Lyle Everingham

           *                    Director
     Meyer Feldberg

           *                    Director
  Earl G. Graves, Sr.

           *                    Director
    George V. Grune

           *                    Director
   G. William Miller

           *                    Director
    Joseph Neubauer

           *                    Director
 Karl M. von der Heyden

           *                    Director
  Marna C. Whittington

           *                    Director
   James M. Zimmerman
<PAGE>



* The undersigned, by signing his name hereto, does sign and
execute this post-effective amendment to the Registration
Statement pursuant to the Powers of Attorney executed by the
above-named persons.

                                     /s/ Ronald W. Tysoe
                                         Ronald W. Tysoe
                                         Attorney-in-Fact














































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