FEDERATED DEPARTMENT STORES INC /DE/, S-3, 1995-05-31

FEDERATED DEPARTMENT STORES INC /DE/
S-3, 1995-05-31
DEPARTMENT STORES

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<PAGE> 1

Registration No. 33-
As filed with the Securities and Exchange Commission on May 31, 1995

================================================================================

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

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________

FEDERATED DEPARTMENT STORES, INC.

DELAWARE 5311 13-3324058
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)

151 WEST 34TH STREET
NEW YORK, NEW YORK 10001
(212) 695-4400

AND

7 WEST SEVENTH STREET
CINCINNATI, OHIO 45202
TELEPHONE (513) 579-7000
(Principal Executive Offices)

DENNIS J. BRODERICK, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FEDERATED DEPARTMENT STORES, INC.
7 WEST SEVENTH STREET
CINCINNATI, OHIO 45202
(513) 579-7000
(Agent for Service)
_________________________

Copy to:

ROBERT A. PROFUSEK, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
32ND FLOOR
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 326-3939
_________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of the Registration Statement, as
determined by market conditions and other factors.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

_________________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (1) . . . . $750,000,000 (2)(3) (2) $750,000,000 (4) $258,623.00
==============================================================================================================
</TABLE>

(1) There is being registered hereunder such indeterminant number of
shares of Common Stock as may be issuable upon conversion or exchange
of Debt Securities, to the extent that any of the Debt Securities are
by their terms convertible into or exchangeable for Common Stock.
(2) There is being registered hereunder such principal amount of Debt
Securities as may from time to time be issued at indeterminate prices,
but with an aggregate initial offering price not to exceed
$750,000,000.
(3) Or, if any of the Debt Securities are issued (i) with a principal
amount denominated in a foreign currency or currency unit, such
principal amount as will result in an aggregate initial offering price
equivalent to $750,000,000, or (ii) at an original issue discount,
such greater principal amount as will result in an aggregate initial
offering price of $750,000,000.
(4) Estimated solely for purposes of determining the registration fee and
excluding any accrued interest.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT WILL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2

***************************************************************************
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there by any sale of these securities in any State in which *
* such offer, solicitation, or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
***************************************************************************

SUBJECT TO COMPLETION, DATED MAY 31, 1995
________________________________________________________________________________

PROSPECTUS
________________________________________________________________________________

FEDERATED DEPARTMENT STORES, INC.
DEBT SECURITIES

The Company may offer from time to time debt securities ("Debt Securities")
consisting of notes, debentures, or other evidences of indebtedness in one or
more series. The Debt Securities will be offered to the public in amounts, at
prices, and on terms determined by market conditions at the time of sale and
set forth in a supplement to this Prospectus (a "Prospectus Supplement"). The
aggregate offering price of the Debt Securities will not exceed $750,000,000,
or if applicable, the equivalent thereof in other currencies.

The specific designation, aggregate principal amount, purchase price,
maturity, rate (or method of calculation thereof) and time of payment of
interest, if any, any conversion or exchange provisions, any redemption
provisions, any subordination provisions, and any other specific terms of the
Debt Securities offered hereby not set forth herein under the caption
"Description of Debt Securities" in this Prospectus, and any listing thereof on
a securities exchange, are set forth in the accompanying Prospectus Supplement.

Any statement contained in this Prospectus will be deemed to be modified or
superseded by any inconsistent statement contained in the Prospectus Supplement
delivered herewith.

SEE "RISK FACTORS" FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN DEBT SECURITIES.

____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________

The Debt Securities will be sold either through underwriters, dealers, or
agents or directly by the Company. The accompanying Prospectus Supplement sets
forth the names of any underwriters, dealers, or agents involved in the sale of
the Debt Securities in respect of which this Prospectus is being delivered, the
proposed amounts, if any, to be purchased by underwriters, and the
compensation, if any, of such underwriters, dealers, or agents.
____________________

This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
____________________

THE DATE OF THIS PROSPECTUS IS MAY __, 1995.
<PAGE> 3
AVAILABLE INFORMATION

Federated Department Stores, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements, and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's Regional Offices located at 7 World Trade
Center, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials can be obtained
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such material
may also be inspected and copied at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.

The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.

____________________

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended January
28, 1995 (Commission File No. 1-3536) (the "1994 10-K") and all reports and
other documents filed by the Company pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Debt Securities are incorporated
herein by reference.

Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified will not be deemed to
constitute a part of this Prospectus, except as so modified, and any statement
so superseded will not be deemed to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Federated Department Stores, Inc., 7 West Seventh Street, Cincinnati, Ohio
45202, Attention: Investor Relations (telephone: (513) 579-7780).

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<PAGE> 4
RISK FACTORS

The Debt Securities are subject to a number of material risks, including
those enumerated below. Investors should carefully consider the risk factors
enumerated below together with all of the information set forth or incorporated
by reference in this Prospectus or the accompanying Prospectus Supplement in
determining whether to purchase any of the Debt Securities.

LEVERAGE; RESTRICTIVE COVENANTS

The Company's consolidated indebtedness is greater than its shareholders'
equity. As of January 28, 1995, the Company's subsidiaries had $2,158.7
million of indebtedness (excluding guarantees of Company indebtedness) and the
Company had $2,077.0 million of secured indebtedness. The debt instruments to
which the Company is a party contain restrictive covenants, including covenants
limiting capital expenditures, incurrence of debt, and sales of assets. In
addition, under certain of its debt instruments, the Company's consolidated
results of operations and financial position are required to be in compliance
with certain financial ratios, some of which become more restrictive over time,
and a substantial portion of the Company's indebtedness is secured by the
capital stock or assets of various subsidiaries of the Company or has been
incurred by subsidiaries. Among other consequences, the leverage of the
Company and such restrictive covenants and other terms of the Company's debt
instruments could impair the Company's ability to obtain financing in the
future or to take advantage of significant business opportunities that may
arise. In addition, the Company's leverage may increase the vulnerability of
the Company to adverse general economic and retailing industry conditions and
to increased competitive pressures.

SECURITY INTERESTS

The capital stock of the Company's principal subsidiaries and substantially
all of the receivables and certain real estate of the Company and its
subsidiaries are subject to various liens and security interests. If a holder
of a security interest becomes entitled to exercise its rights as a secured
party, it would have the right to foreclose upon and sell or otherwise transfer
the collateral subject to its security interest, and the collateral would be
correspondingly unavailable to the Company or the subsidiary owning such
collateral and to other creditors of the Company or such subsidiary, except to
the extent, if any, that the value of the affected collateral exceeds the
amount of the indebtedness in respect of which such foreclosure rights are
exercised.

HOLDING COMPANY STRUCTURE

The Company is a holding company, substantially all of the operations of
which are conducted through subsidiaries. Consequently, the Company relies
principally on dividends or advances from its subsidiaries for the funds
necessary for, among other things, the payment of principal of and interest on
the Debt Securities. The ability of such subsidiaries to pay dividends is
subject to applicable state law and certain other restrictions. Any right of
the holders of the Debt Securities to participate in the assets of any of the
subsidiaries upon such subsidiary's liquidation or recapitalization will be
effectively subordinated to the claims of such subsidiary's creditors and
preferred stockholders (if any), except to the extent that the Company is
itself recognized as a creditor of such subsidiary. In addition to their own
indebtedness, certain of the Company's subsidiaries have guaranteed the
indebtedness of the Company under its bank credit facility.

CERTAIN EFFECTS OF ACQUISITIONS

The Company acquired R.H. Macy & Co., Inc. ("Macy's") on December 19, 1994
and effected other acquisitions (and dispositions) during fiscal year 1994.
Under the purchase method of accounting, the assets, liabilities, and results
of operations associated with such acquisitions have been included in the
Company's financial position and results of operations since the respective
dates thereof. Accordingly, the financial position and results of operations
of the Company (including the ratio of earnings to fixed charges data set forth
elsewhere herein) as of the end of and for fiscal year 1994 (and subsequent
periods) are not directly comparable to the financial position and results of
operations of the Company as of the end of and for prior fiscal years and also
will not be directly comparable to that for future periods.

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<PAGE> 5
BUSINESS FACTORS AND COMPETITIVE CONDITIONS

The retailing industry is and will continue to be intensely competitive.
The Company's stores will face increasing competition not only with other
department stores in the geographic areas in which they operate, but also with
numerous other types of retail formats, including specialty stores, general
merchandise stores, off-price and discount stores, new and established forms of
home shopping (including mail order catalogs, television, and computer
services), and manufacturer outlets.

SEASONAL NATURE OF THE DEPARTMENT STORE BUSINESS

The department store business is seasonal in nature, with a high proportion
of sales and operating income generated in November and December. Working
capital requirements fluctuate during the year, increasing somewhat in
mid-Summer in anticipation of the Fall merchandising season and increasing
substantially prior to the Christmas season as significantly higher inventory
levels are necessary.

CERTAIN CLAIMS AGAINST THE MACY'S DEBTORS

Certain claims or portions thereof (collectively, the "Disputed Claims")
against Macy's and certain of its subsidiaries (collectively, the "Macy's
Debtors") which, to the extent allowed by the bankruptcy court having
continuing jurisdiction over the Macy's Debtors will be paid in cash
(two-thirds) and Common Stock (one-third) pursuant to the plan of
reorganization of the Macy's Debtors, were disputed by the Company as of the
date of this Prospectus. The aggregate amount of Disputed Claims ultimately
allowed may be more or less than the Company's estimate of the aggregate
allowed amount thereof. As of March 30, 1995, the aggregate face amount of
Disputed Claims was $846.9 million, while the estimated allowed amount thereof
was $355.7 million. Although there can be no assurance with respect thereto,
the Company believes that the actual allowed amount of Disputed Claims will not
be materially greater than the estimated amount thereof.

CERTAIN TAXATION MATTERS

The Company is subject to audits by taxing authorities with respect to
periods both before the Macy's acquisition (involving the respective premerger
consolidated tax groups of the parties to the Macy's transaction) and
thereafter (involving the Company's consolidated tax group). As of the date of
this Prospectus, the Company was a party to certain disputes with the Internal
Revenue Service (the "IRS") pursuant to which the IRS was seeking to disallow
certain deductions claimed by, and certain loss carryforwards utilized by,
Federated and its predecessors. Although there can be no assurance with
respect thereto, the Company does not expect that the ultimate resolution of
such disputes will have a material adverse effect on the Company's financial
position or results of operations.

ABSENCE OF PUBLIC MARKET FOR THE DEBT SECURITIES

All Debt Securities will be a new issue of securities with no established
trading market. Any underwriters to whom Debt Securities are sold by the
Company for public offering and sale may make a market in such Debt Securities,
but such underwriters will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the secondary market for any Debt Securities.

THE COMPANY

The Company is one of the leading operators of full-line department stores
in the United States, with 355 department stores in 32 states as of January 28,
1995. As of January 28, 1995, the Company also operated 136 specialty and
clearance stores and a mail order catalog business. The Company's department
stores sell a wide range of merchandise, including men's, women's and
children's apparel and accessories, cosmetics, home furnishings, and other
consumer goods, and are diversified by size of store, merchandising character
and character of community served. The Company's department stores are located
at urban or suburban sites, principally in densely populated areas across the
United States. In connection with the Macy's acquisition, among other things,
the Company has (i) realigned operating management; (ii) discontinued the
operations of Macy's 12-store I. Magnin specialty chain; (iii) commenced the
consolidation of the Company's Abraham & Straus/Jordan Marsh division with the
Macy's East division; (iv)

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<PAGE> 6
commenced the consolidation of the Company's Lazarus and +Rich's divisions; (v)
commenced the consolidation of certain buying, support, and certain centralized
functions; and (vi) announced that it intends to close all 14 of its Macy's
close-out stores by the end of fiscal 1995.

The Company believes that the department store business will continue to
consolidate. Accordingly, the Company intends from time to time to consider
actions to increase efficiency and provide greater value to customers and to
consider the possible acquisition of department store assets and companies.

The Company's principal executive offices are located at 151 West 34th
Street, New York, New York 10001 and 7 West Seventh Street, Cincinnati, Ohio
45202. The Company's telephone numbers at such offices are (212) 695-4400 and
(513) 579-7000, respectively.

USE OF PROCEEDS

Unless otherwise stated in the accompanying Prospectus Supplement, the
principal reason for this offering is to make funds available for general
corporate purposes, which may include the prepayment of indebtedness
outstanding from time to time, acquisitions, new store construction, store
expansions, and further investments in technology.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for each of the periods set forth
below has been computed on a consolidated basis, and should be read in
conjunction with the Company's Consolidated Financial Statements (including the
Notes thereto) set forth in the 1994 Form 10-K. As a result of the Company's
emergence from reorganization proceedings and its adoption of fresh-start
reporting as of February 1, 1992, the Company's financial information for
periods ending after February 1, 1992 is generally not comparable to financial
information for periods ending on or before February 1, 1992 and is separated
by a black line. As a result of the Company's acquisition of Macy's and other
transactions, the Company's financial position and results of operations as of
and for the year ended January 29, 1995 are not directly comparable to its
financial position and results of operations in prior or subsequent periods.
See "Risk Factors -- Certain Effects of Acquisitions."

<TABLE>
<CAPTION>
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended Ended Ended
January 28, January 29, January 30, February 1, February 2,
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Consolidated
ratio of
earnings to
fixed
charges 1.99x 2.33x 1.72x --- ---
(unaudited) (a)
Consolidated
deficiency
of earnings
to fixed
charges $1,850.1(b) $548.8(c)
(unaudited)(a) --- --- ---
</TABLE>

_____________________________

(a) For purposes of computing the ratio (or deficiency) of earnings to
fixed charges, earnings consist of income before income taxes and
extraordinary items plus fixed charges (excluding capitalized
interest). Fixed charges represent interest incurred, amortization of
debt expense, and that portion of rental expense on operating leases
deemed to be the equivalent of interest.

(b) Excludes interest on unsecured prepetition indebtedness of $301.6
million and dividends on preferred stock of $47.4 million.

(c) Excludes interest on unsecured prepetition indebtedness of $291.0
million and dividends on preferred stock of $47.4 million.

-5-
<PAGE> 7

DESCRIPTION OF DEBT SECURITIES

GENERAL

The Debt Securities will be issued under an Indenture, dated as of December
15, 1994 (the "Indenture"), which is incorporated by reference as an exhibit to
the Registration Statement, between the Company and The First National Bank of
Boston, as Trustee (the "Trustee"). The statements under this caption are
brief summaries of certain provisions of the Indenture, do not purport to be
complete, and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indenture. Except as otherwise defined
herein, capitalized terms used herein have the meanings given to them in the
Indenture.

The Indenture does not limit the aggregate amount of Debt Securities which
may be issued thereunder. The Debt Securities may be issued from time to time
in one or more series. Reference is made to the accompanying Prospectus
Supplement for the following terms and other information with respect to the
Debt Securities being offered hereby: (i) the title of such Debt Securities;
(ii) any limit on the aggregate principal amount of such Debt Securities; (iii)
the persons to whom any interest on such Debt Securities will be payable, if
other than the registered holders thereof on the Regular Record Date therefor;
(iv) the date or dates (or manner of determining the same) on which the
principal of such Debt Securities will be payable; (v) the rate or rates (or
manner of determining the same) at which such Debt Securities will bear
interest, if any, and the date or dates from which such interest will accrue;
(vi) the dates (or manner of determining the same) on which such interest will
be payable and the Regular Record Dates for such Interest Payment Dates; (vii)
the place or places where the principal of and any premium and interest on such
Debt Securities will be payable; (viii) the period or periods, if any, within
which, and the price or prices at which, such Debt Securities may be redeemed,
in whole or in part, at the option of the Company; (ix) any mandatory or
optional sinking fund or analogous provisions; (x) the denominations in which
any Debt Securities will be issuable if other than denominations of $1,000 and
any integral multiple thereof; (xi) the currency or currencies or currency
units, if other than currency of the United States of America, in which payment
of the principal of and any premium or interest on such Debt Securities will be
payable, and the terms and conditions of any elections that may be made
available with respect thereto; (xii) any index or formula used to determine
the amount of payments of principal of and any premium or interest on such Debt
Securities; (xiii) whether the Debt Securities are to be issued in whole or in
part in the form of one or more global securities ("Global Securities"), and,
if so, the identity of the depositary, if any, for such Global Security or
Securities; (xiv) the terms and conditions, if any, pursuant to which such Debt
Securities are convertible into or exchangeable for Common Stock or other
securities; (xv) the applicability of the provisions described in "--
Defeasance"; (xvi) any subordination provisions applicable to such Debt
Securities; and (xvii) any other terms of the Debt Securities.

Debt Securities may be issued at a discount from their stated principal
amount. Certain federal income tax considerations and other special
considerations applicable to any Debt Security issued with original issue
discount (an "Original Issue Discount Security") may be described in an
applicable Prospectus Supplement.

If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal of and any premium and interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or
units, the restrictions, elections, general tax considerations, specific terms,
and other information with respect to such issue of Debt Securities and such
foreign currency or currencies or foreign currency unit or units will be set
forth in an applicable Prospectus Supplement.

Unless otherwise indicated in an applicable Prospectus Supplement, (i) the
Debt Securities will be issued only in fully registered form in denominations
of $1,000 or integral multiples thereof and (ii) payment of principal, premium
(if any), and interest on the Debt Securities will be payable, and the
exchange, conversion, and transfer of Debt Securities will be registerable, at
the office or agency of the Company maintained for such purposes and at any
other office or agency maintained for such purpose. No service charge will be
made for any registration of transfer or exchange of the Debt Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.

BOOK-ENTRY DEBT SECURITIES

The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (a "Depositary") or its nominee identified in an applicable

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<PAGE> 8
Prospectus Supplement. In such a case, one or more Global Securities will be
issued in a denomination or aggregate denominations equal to the portion of the
aggregate principal amount of Debt Securities of the series to be represented
by such Global Security or Securities. Unless and until it is exchanged in
whole or in part for Debt Securities in registered form, a Global Security may
not be registered for transfer or exchange except as a whole by the Depositary
for such Global Security to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any nominee to a successor Depositary or a nominee of such
successor Depositary and except in any other circumstances described in an
applicable Prospectus Supplement.

The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in an applicable Prospectus Supplement. The Company expects
that the following provisions will apply to depositary arrangements.

Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited
with or on behalf of a Depositary will be represented by a Global Security
registered in the name of such depositary or its nominee. Upon the issuance of
such Global Security, and the deposit of such Global Security with or on behalf
of the Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts
of the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of
beneficial interests in such Global Securities will be limited to participants
or Persons that may hold interests through participants. Ownership of
beneficial interests by participants in such Global Security will be shown on,
and the transfer of that ownership interest will be effected only through,
records maintained by the Depositary or its nominee for such Global Security.
Ownership of beneficial interests in such Global Security by Persons that hold
through participants will be shown on, and the transfer of that ownership
interest within such participant will be effected only through, records
maintained by such participants. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such laws may impair the ability to transfer beneficial
interests in a Global Security.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Unless otherwise specified in an applicable Prospectus Supplement,
owners of beneficial interests in such Global Securities will not be entitled
to have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certificated form, and will not
be considered the owners or Holders thereof for any purpose under the
Indenture. Accordingly, each Person owning a beneficial interest in such
Global Security must rely on the procedures of the Depositary and, if such
Person is not a participant, on the procedures of the participant through which
such Person owns its interest, to exercise any rights of a Holder under the
Indenture. The Company understands that, under existing industry practices, if
the Company requests any action of Holders or an owner of a beneficial interest
in such Global Security desires to give any notice or take any action a Holder
is entitled to give or take under Indenture, the Depositary would authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such
notice or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.

Principal of and any premium and interest on a Global Security will be
payable in the manner described in an applicable Prospectus Supplement.
Payment of principal of, and any premium or interest on, Debt Securities
registered in the name of or held by a Depository or its nominee will be made
to the Depository or its nominee, as the case may be, as the registered owner
or the holder of the Global Security representing such Debt Securities. None
of the Company, the Trustee, any Paying Agent, or the Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for maintaining,
supervising, or reviewing any records relating to such beneficial ownership
interests.

CERTAIN COVENANTS

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<PAGE> 9
Maintenance of Office or Agency. The Company will be required to maintain
an office or agency in each place of payment for each series of Debt Securities
for notice and demand purposes and for the purposes of presenting or
surrendering Debt Securities for payment, registration of transfer, or
exchange.

Paying Agents, Etc. If the Company acts as its own paying agent with
respect to any series of Debt Securities , on or before each due date of the
principal of, or interest on any of the Debt Securities of that series, it will
be required to segregate and hold in trust for the benefit of the persons
entitled thereto a sum sufficient to pay such amount due and to notify the
Trustee promptly of its action or failure so to act. If the Company has one or
more paying agents for any series of Debt Securities, prior to each due date of
the principal of or interest on any Debt Securities of that series, it will
deposit with a paying agent a sum sufficient to pay such amount, and the
Company will promptly notify the Trustee of its action or failure so to act
(unless such paying agent is the Trustee). All moneys paid by the Company to a
paying agent for the payment of principal of and interest on any Debt
Securities that remain unclaimed for two years after such principal or interest
has become due and payable may be repaid to the Company, and thereafter the
holder of such Debt Securities may look only to the Company for payment
thereof.

Payment of Taxes and Other Claims. The Company will be required to pay and
discharge, before the same become delinquent, (i) all taxes, assessments, and
governmental charges levied or imposed upon the Company or any Subsidiary of
the Company or their properties and (ii) all claims that if unpaid would result
in a lien on their property and have a material adverse effect on the business,
assets, financial condition, or results of operations of the Company and its
Subsidiaries, taken as a whole (a "Material Adverse Effect"), unless the same
is being contested by proper proceedings.

Maintenance of Properties. The Company will be required to cause all
properties used in the business of the Company or any Subsidiary of the Company
to be maintained and kept in good condition, repair, and working order, except
to the extent that the failure to do so would not have a Material Adverse
Effect.

Existence. The Company will be required to, and also will be required to
cause its Subsidiaries to, preserve and keep in full force their existence,
charter rights, statutory rights, and franchises, except to the extent that
failure to do so would not have a Material Adverse Effect.

Compliance with Laws. The Company will be required to and to cause its
Subsidiaries to comply with all applicable laws to the extent the failure to do
so would have a Material Adverse Effect.

Restrictive Covenants. Any restrictive covenants applicable to any series
of Debt Securities will be described in an applicable Prospectus Supplement.

EVENTS OF DEFAULT

The following are Events of Default under the Indenture with respect to
Debt Securities of any series: (i) default in the payment of the principal of
(or premium, if any, on) any Debt Security of that series when it becomes due
and payable; (ii) default in the payment of any interest on any Debt Security
of that series when it becomes due and payable, and continuance of such default
for a period of 30 calendar days; (iii) default in the making of any sinking
fund payment as and when due by the terms of any Debt Security of that series;
(iv) default in the performance, or breach, of any other covenant or warranty
of the Company in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Debt Securities other than that
series), and continuance of such default for a period of 60 calendar days after
written notice thereof has been given to the Company as provided in the
Indenture; (v) any nonpayment at maturity or other default (beyond any
applicable grace period) under any agreement or instrument relating to any
other indebtedness of the Company the principal amount of which is not less
than $100 million, which default results in such indebtedness becoming due
prior to its stated maturity or occurs at the final maturity thereof; (vi)
certain events of bankruptcy, insolvency, or reorganization involving the
Company; and (vii) any other Event of Default provided with respect to Debt
Securities of that series. Pursuant to the Trust Indenture Act, the Trustee
is required, within 90 calendar days after the occurrence of a default in
respect of any series of Debt Securities, to give to the Holders of the Debt
Securities of such series notice of all such uncured defaults known to it
(except that, in the case of a default in the performance of any covenant of
the character contemplated in clause (iv) of the preceding sentence, no such
notice to Holders of the Debt Securities of such Series will be given until at
least 30 calendar days after the occurrence thereof), except that, other than
in the case of a default of the character contemplated in clause (i), (ii), or
(iii) of the preceding sentence, the Trustee may withhold such notice if and so
long

-8-
<PAGE> 10
as it in good faith determines that the withholding of such notice is in the
interests of the Holders of the Debt Securities of such series.

If an Event of Default with respect to Debt Securities occurs and is
continuing, either the Trustee or the Holders of at least 25% in principal
amount of the Debt Securities of that series by notice as provided in the
Indenture may declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Debt Securities
of that series to be due and payable immediately. However, at any time after a
declaration of acceleration with respect to Debt Securities of any series has
been made, but before a judgment or decree based on such acceleration has been
obtained, the Holders of a majority in principal amount of the Debt Securities
of that series may, under certain circumstances, rescind and annul such
acceleration. See "-- Modification and Waiver" below. If an Event of Default
under clause (vi) above occurs, then the principal of, premium on, if any, and
accrued interest on the Debt Securities of that series will become immediately
due and payable without any declaration or other act on the part of the Trustee
of any holder of the Debt Securities of that series.

The Indenture provides that, subject to the duty of the Trustee thereunder
during an Event of Default to act with the required standard of care, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to the Trustee reasonable security or
indemnity. Subject to certain provisions, including those requiring security
or indemnification of the Trustee, the Holders of a majority in principal
amount of the Debt Securities of any series will have the right to direct the
time, method, and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series.

No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written notice of
a continuing Event of Default, and unless the Holders of at least 25% in
aggregate principal amount of the outstanding Debt Securities of the same
series have also made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee has received
from the Holders of a majority in aggregate principal amount of the outstanding
Debt Securities of the same series a direction inconsistent with such request
and has failed to institute such proceeding within 60 calendar days. However,
such limitations do not apply to a suit instituted by a Holder of a Debt
Security for enforcement of payment of the principal of and interest on such
Debt Security on or after the respective due dates expressed in such Debt
Security.

The Company is required to furnish to the Trustee annually a statement as
to the performance by the Company of its obligations under the Indenture and as
to any default in such performance.

Any additional Events of Default with respect to any series of Debt
Securities, and any variations from the foregoing Events of Default applicable
to any series of Debt Securities, will be described in an applicable Prospectus
Supplement.

MODIFICATION AND WAIVER

Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debt Securities of each series affected
thereby, except that no such modification or amendment may, without the consent
of the Holder of each Debt Security affected thereby, (i) change the Stated
Maturity of, or any installment of principal of, or interest on, any Debt
Security; (ii) reduce the principal amount of, the rate of interest on, or the
premium, if any, payable upon the redemption of, any Debt Security; (iii)
reduce the amount of principal of an Original Issue Discount Security payable
upon acceleration of the Maturity thereof; (iv) change the place or currency of
payment of principal of, or premium, if any, or interest on any Debt Security;
(v) impair the right to institute suit for the enforcement of any payment on or
with respect to any Debt Security on or after the Stated Maturity or Prepayment
Date thereof; or (vi) reduce the percentage in principal amount of Debt
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the applicable Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults.

The Holders of at least a majority in aggregate principal amount of the
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive, insofar as that series is concerned,
compliance by the

-9-
<PAGE> 11
Company with certain covenants of the Indenture. The Holders of not less than
a majority in principal amount of the Debt Securities of any series may, on
behalf of the Holders of all Debt Securities of that series, waive any past
default under the Indenture with respect to that series, except a default in
the payment of the principal of, or premium, if any, or interest on, any Debt
Security of that series or in respect of a provision which under the Indenture
cannot be modified or amended without the consent of the Holder of each Debt
Security of that series affected thereby.

DEFEASANCE

Unless otherwise specified in a Prospectus Supplement applicable to a
particular series of Debt Securities, the Company, at its option, (i) will be
deemed to have been discharged from its obligations with respect to the Debt
Securities of such series (except for certain obligations, including
obligations to register the transfer or exchange of Debt Securities of such
series, to replace destroyed, stolen, lost, or mutilated Debt Securities of
such series, and to maintain an office or agency in respect of the Debt
Securities and hold moneys for payment in trust) or (ii) will be released from
its obligations to comply with the covenants that are under "Certain Covenants"
above with respect to the Debt Securities of such series, and the occurrence of
an event described in clause (iv) under "Events of Default" above with respect
to any defeased covenant and clauses (iii), (v), and (vii) of the "Events of
Default" above will no longer be an Event of Default if, in either case, the
Company irrevocably deposits with the Trustee, in trust, money or direct
obligations of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or obligations of
an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America, which, in either case, are not callable at the
issuer's option ("U.S. Government Obligations") or certain depositary receipts
therefor that through the payment of interest thereon and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
all the principal of (and premium, if any) and any interest on the Debt
Securities of such series on the dates such payments are due in accordance with
the terms of such Debt Securities. Such defeasance may be effected only if,
among other things, (a) no Event of Default or event which with the giving of
notice or lapse or time, or both, would become an Event of Default under the
Indenture shall have occurred and be continuing on the date of such deposit,
(b) no Event of Default described under clause (vi) under "-- Events of
Default" above or event that with the giving of notice or lapse of time, or
both, would become an Event of Default described under such clause (vi) shall
have occurred and be continuing at any time on or prior to the 90th calendar
day following such date of deposit, (c) in the event of defeasance under clause
(i) above, the Company has delivered an Opinion of Counsel, stating that (1)
the Company has received from, or there has been published by, the IRS a
ruling, or (2) since the date of the Indenture there has been a change in
applicable federal law, in either case to the effect that, among other things,
the holders of the Debt Securities of such series will not recognize gain or
loss for United States federal income tax purposes as a result of such deposit
or defeasance and will be subject to United States federal income tax in the
same manner as if such defeasance had not occurred, and (d) in the event of
defeasance under clause (ii) above, the Company has delivered an Opinion of
Counsel to the effect that, among other things, the Holders of the Debt
Securities of such series will not recognize gain or loss for United States
federal income tax purposes as a result of such deposit or defeasance and will
be subject to United States federal income tax in the same manner as if such
defeasance had not occurred. In the event the Company fails to comply with its
remaining obligations under the applicable Indenture after a defeasance of such
Indenture with respect to the Debt Securities of any series as described under
clause (ii) above and the Debt Securities of such series are declared due and
payable because of the occurrence of any undefeased Event of Default, the
amount of money and U.S. Government Obligations on deposit with the Trustee may
be insufficient to pay amounts due on the Debt Securities of such series at the
time of the acceleration resulting from such Event of Default. However, the
Company will remain liable in respect of such payments.

SATISFACTION AND DISCHARGE

The Company, at its option, may satisfy and discharge the Indenture (except
for certain obligations of the Company and the Trustee, including, among
others, the obligations to apply money held in trust) when (i) either (a) all
Debt Securities previously authenticated and delivered (other than (1) Debt
Securities that were destroyed, lost, or stolen and that have been replaced or
paid and (2) Debt Securities for the payment of which money has been deposited
in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust) have been delivered to the
Trustee for cancellation or (b) all such Debt Securities not theretofore
delivered to the Trustee for cancellation (1) have become due and payable, (2)
will become due and payable at their Stated Maturity within one year, or (3)
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name and at the expense of the Company, and

-10-
<PAGE> 12
the Company has deposited or caused to be deposited with the Trustee as trust
funds in trust for such purpose an amount sufficient to pay and discharge the
entire indebtedness on such Debt Securities not previously delivered to the
Trustee for cancellation, for principal and any premium and interest to the
date of such deposit (in the case of Debt Securities which have become due and
payable) or to the stated maturity or redemption date, as the case may be, (ii)
the Company has paid or caused to be paid all other sums payable under the
Indenture by the Company, and (iii) the Company has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each to the effect that all
conditions precedent relating to the satisfaction and discharge of the
Indenture have been satisfied.

LIMITATIONS ON MERGER AND CERTAIN OTHER TRANSACTIONS

Prior to the satisfaction and discharge of the Indenture, the Company may
not consolidate with or merge with or into any other person, or transfer all or
substantially all of its properties and assets to another person unless (i)
either (a) the Company is the continuing or surviving person in such a
consolidation or merger or (b) the person (if other than the Company) formed by
such consolidation or into which the Company is merged or to which all or
substantially all of the properties and assets of the Company are transferred
(the Company or such other person being referred to as the "Surviving Person")
is a corporation organized and validly existing under the laws of the United
States, any state thereof, or the District of Columbia, and shall expressly
assume, by an indenture supplement, all the obligations of the Company under
the Debt Securities and the Indenture, (ii) immediately after the transaction
and the incurrence or anticipated incurrence of any indebtedness to be incurred
in connection therewith, no Event of Default will exist, and (iii) an officer's
certificate has been delivered to the Trustee to the effect that the conditions
set forth in the preceding clauses (i) and (ii) have been satisfied and an
opinion of counsel has been delivered to the Trustee to the effect that the
conditions set forth in the preceding clause (i) have been satisfied. The
Surviving Person will succeed to and be substituted for the Company with the
same effect as if it has been named in the Indenture as a party thereto, and
thereafter the predecessor corporation will be relieved of all obligations and
covenants under the Indenture and the Debt Securities.

GOVERNING LAW

The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the laws of the State of New York.

REGARDING THE TRUSTEE

The Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize for its own account on certain property received
in respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in certain other transactions. If the Trustee acquires any
conflicting interest and there is a default under the Debt Securities, it must
eliminate such conflict or resign.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities in any one or more of the
following ways: (i) through one or more underwriters, (ii) through one or more
dealers or agents (which may include one or more underwriters), or (iii)
directly to one or more purchasers.

The distribution of the Debt Securities may be effected from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. In
connection with the sale of the Debt Securities, underwriters, dealers, and
agents may receive compensation from the Company or from purchasers of the Debt
Securities in the form of discounts, concessions, or commissions.
Underwriters, dealers, and agents who participate in the distribution of the
Debt Securities may be deemed to be underwriters, and any discounts or
commissions received by them from the Company and any profit on the resale of
Debt Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter, dealer, or agent
will be identified and any such compensation received from the Company will be
described in an applicable Prospectus Supplement. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.

-11-
<PAGE> 13
Under agreements which may be entered into by the Company, underwriters,
dealers, and agents who participate in the distribution of the Debt Securities
may be entitled to indemnification by the Company against certain liabilities,
including under the Securities Act, or contribution from the Company to
payments which the underwriters, dealers, or agents may be required to make in
respect thereof. The underwriters, dealers, and agents may engage in
transactions with, or perform services for, the Company in the ordinary course
of business.

The Company currently anticipates that, in connection with any distribution
of Debt Securities effected through underwriters or agents, Goldman, Sachs &
Co. would serve as the managing underwriter or the principal placement agent,
as the case may be. However, the Company reserves the right to select any other
firm to serve as managing underwriter or principal placement agent in
connection with any such distribution, and reference should be made to the
applicable Prospectus Supplement for information regarding the specific plan of
distribution for such Debt Securities.

VALIDITY OF DEBT SECURITIES

Unless otherwise indicated in an applicable Prospectus Supplement relating
to the Debt Securities, the validity of the Debt Securities offered hereby will
be passed upon for the Company by Jones, Day, Reavis & Pogue, New York, New
York.

EXPERTS

The consolidated financial statements of the Company as of January 28, 1995
and January 29, 1994, and for each of the 52-week periods ended January 28,
1995, January 29, 1994, and January 30, 1993, have been incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP, independent
public accountants, and upon the authority of said firm as experts in
accounting and auditing. The financial statements incorporated herein by
reference to reports and documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold, or which deregisters all securities then remaining
unsold, are or will be so incorporated in reliance upon the reports of KPMG
Peat Marwick LLP, or any other independent public accountants, relating to such
financial statements and upon the authority of such independent public
accountants as experts in accounting and auditing in giving such reports to the
extent that the particular firm has audited such financial statements and
consented to the use of their reports thereon.

-12-
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions
(which will be described in an applicable Prospectus Supplement), are estimated
as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . . $258,623

Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
Trustee's fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Miscellaneous expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $578,623
========

</TABLE>
________________________

(1) Includes estimate of stock exchange listing fees, blue sky fees and
expenses, NASD filing fees, and rating agency fees.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Certificate of Incorporation (the "Certificate") provides, as
do the charters of many other publicly held companies, that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. The Certificate and the Company's
By-Laws provide for the indemnification of the directors, officers, employees,
and agents of the Company and its subsidiaries to the full extent that may be
permitted by Delaware law from time to time and, in the case of the By-Laws,
for various procedures relating thereto. Certain provisions of the Certificate
protect the Company's directors against personal liability for monetary damages
resulting from breaches of their fiduciary duty of care, except as set forth
below. Under Delaware law, absent these provisions, directors could be held
liable for gross negligence in the performance of their duty of care, but not
for simple negligence. The Certificate absolves directors of liability for
negligence in the performance of their duties, including gross negligence.
However, the Company's directors remain liable for breaches of their duty of
loyalty to the Company and its stockholders, as well as for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit. The Certificate also does not absolve directors of liability
under section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock
repurchases or redemptions in certain circumstances and expressly sets forth a
negligence standard with respect to such liability.

Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits, or proceedings, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of a derivative action, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such an action and Delaware law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to the Company.

The Certificate provides, among other things, that each person who was or
is made a party to, or is threatened to be made a party to, or is involved in,
any action, suit, or proceeding by reason of the fact that he or she is or was
a director or officer of the Company (or was serving at the request of the
Company as a director, officer, employee, or agent for another entity), will be
indemnified and held harmless by the Company to the full extent authorized by
Delaware law against all expense, liability, or loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties, and amounts to be paid
in settlement) reasonably incurred by such person in connection therewith. The
rights conferred thereby will be deemed to be contract rights and will include
the right to be paid by the Company for the expenses incurred in defending the
proceedings specified above in advance of their final disposition.

II-1
<PAGE> 15
The Company is a party to indemnification agreements with each of its
directors and officers. These indemnification agreements provide for, among
other things, (i) the indemnification by the Company of the indemnitees
thereunder to the extent described above, (ii) the advancement of attorneys'
fees and other expenses, and (iii) the establishment, upon approval by the
Board, of trusts or other funding mechanisms to fund the Company's
indemnification obligations thereunder.

ITEM 16. EXHIBITS

<TABLE>
<S> <C> <C>
4.1 -- Indenture, dated December 15, 1994, between the Company and The First National Bank of Boston, as
Trustee (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form
S-3 (Registration Number 33-88328) filed with the Commission on
January 9, 1995)

5.1 -- Opinion of Jones, Day, Reavis & Pogue

12.1 -- Statement re Computation of Ratios

23.1 -- Consent of KPMG Peat Marwick LLP

23.2 -- Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)

24.1 -- Powers of Attorney

25.1 -- Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of The
First National Bank of Boston to act as Trustee under the Indenture (incorporated by reference to
Federated Department Stores, Inc.'s Application for Qualification of Indenture under the Trust
Indenture Act of 1939 on Form T-3, filed with the Commission on November 23, 1994)
</TABLE>

ITEM 17. UNDERTAKINGS

The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time will be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-2
<PAGE> 16
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement will be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such
securities at that time will be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of counsel for the Company
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

II-3
<PAGE> 17
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio on May 31, 1995.

FEDERATED DEPARTMENT STORES, INC.

By /s/ Dennis J. Broderick
------------------------------
Dennis J. Broderick,
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 31, 1995.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board and Chief Executive Officer
------------------------------------------ (principal executive officer) and Director
Allen I. Questrom

* Vice Chairman and Chief Financial Officer
------------------------------------------ (principal financial officer) and Director
Ronald W. Tysoe

* Senior Vice President and Controller
------------------------------------------ (principal accounting officer)
John E. Brown

* Director
------------------------------------------
Robert A. Charpie

* Director
------------------------------------------
Lyle Everingham

* Director
------------------------------------------
Meyer Feldberg

* Director
------------------------------------------
George V. Grune

* Director
------------------------------------------
Gertrude G. Michelson

* Director
------------------------------------------
Joseph Neubauer

* Director
------------------------------------------
Laurence A. Tisch

Director
------------------------------------------
Paul W. Van Orden

* Director
------------------------------------------
Karl M. von der Heyden

* Director
------------------------------------------
Marna C. Whittington

* Director
------------------------------------------
James M. Zimmerman
</TABLE>

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

/s/ Dennis J. Broderick
----------------------------------
Dennis J. Broderick,
Attorney-in-Fact

II-4
<PAGE> 18
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 Indenture, dated December 15, 1994, between the Company and The First National Bank of Boston, as
Trustee (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form
S-3 (Registration Number 33-88328) filed with the Commission on
January 9, 1995)

5.1 Opinion of Jones, Day, Reavis & Pogue

12.1 Statement re Computation of Ratios

23.1 Consent of KPMG Peat Marwick LLP

23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)

24.1 Powers of Attorney

25.1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of The
First National Bank of Boston to act as Trustee under the Indenture (incorporated by reference to
Federated Department Stores, Inc.'s Application for Qualification of Indenture under the Trust
Indenture Act of 1939 on Form T-3, filed with the Commission on November 23, 1994)
</TABLE>

<PAGE> 1

EXHIBIT 5.1
JONES, DAY, REAVIS & POGUE
599 Lexington
New York, New York 10022

May 31, 1995

Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202

Re: Up to $750,000,000 of Debt Securities
of Federated Department Stores, Inc.

Ladies and Gentlemen:

We are acting as counsel to Federated Department Stores, Inc.,
a Delaware corporation (the "Company"), in connection with the authorization of
the possible issuance and sale from time to time by the Company of up to
$750,000,000 of certain debt securities of the Company (the "Debt Securities")
to be issued pursuant to the Indenture, dated as of December 15, 1994 (the
"Indenture"), between the Company and First National Bank of Boston, as trustee
(the "Trustee"), as contemplated by the Company's Registration Statement on
Form S-3 transmitted for filing with the Securities and Exchange Commission
(the "Commission") on the date hereof (the "Registration Statement"). Except
as otherwise defined herein, capitalized terms that are defined in the
Registration Statement are used herein as so defined.

We have examined such documents, records, and matters of law
as we have deemed necessary for purposes of this opinion. Based on such
examination and on the assumptions set forth below, we are of the opinion that:

1. The Indenture constitutes a valid and binding
instrument of the Company.

2. The Debt Securities have been duly authorized by the
Company and, when duly issued and executed by the
Company, duly authenticated by the Trustee, and
delivered to the purchaser or purchasers thereof upon
receipt by the Company of such lawful consideration
therefor as the Company's Board of Directors (or a
duly authorized committee thereof or a duly
authorized officer of the Company) may determine, the
Debt Securities will be valid and binding obligations
of the Company and will be entitled to the benefits
of the Indenture.
<PAGE> 2
Federated Department Stores, Inc.
May 31, 1995
Page 2

In rendering the foregoing opinion, we have assumed that (i)
all terms of the Debt Securities not provided for in the Indenture will have
been established in accordance with the provisions of the Indenture and
reflected in appropriate documentation approved by us and, if applicable, duly
executed and delivered by the Company and the Trustee, (ii) the Debt Securities
will be duly executed, authenticated, issued, and delivered in accordance with
the provisions of the Indenture, (iii) the interest rate on the Debt Securities
will not be higher than the maximum lawful rate permitted from time to time
under applicable law, (iv) the Registration Statement, and any amendments
thereto, will have become effective, (v) a Prospectus Supplement describing
each series of Debt Securities offered pursuant to the Registration Statement
will have been filed with the Commission, (vi) all terms of the Debt Securities
not provided for in the Indenture will have been established in accordance with
the authorizing resolutions of the Company's Board of Directors, the Company's
Certificate of Incorporation, and applicable law, (vii) the resolutions
authorizing the Company to register, offer, sell, and issue the Debt Securities
will remain in effect and unchanged at all times during which the Debt
Securities are offered, sold, or issued by the Company, and (viii) all Debt
Securities will be issued in compliance with applicable federal and state
securities laws.

In rendering the foregoing opinion, we have relied as to
certain factual matters upon certificates of officers of the Company, and we
have not independently checked or verified the accuracy of the statements
contained therein. In rendering the foregoing opinion, our examination of
matters of law has been limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware, and the federal laws of the
United States of America, as in effect on the date hereof.

We understand that prior to offering for sale any Debt
Securities you will advise us in writing of the terms of such offering and of
such Debt Securities, will afford us an opportunity to review the operative
documents (including the applicable Prospectus Supplement) pursuant to which
the Debt Securities are to be offered, sold, and issued, and will file as an
exhibit to the Registration Statement such supplement or amendment to this
opinion (if any) as we may reasonably consider necessary or appropriate by
reason of the terms of such Debt Securities or any changes in the Company's
capital structure or other pertinent circumstances.

<PAGE> 3
Federated Department Stores, Inc.
May 31, 1995
Page 3

We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to us in the Prospectus
under the caption "Validity of Debt Securities."

Very truly yours,

/s/ Jones, Day, Reavis & Pogue

Jones, Day, Reavis & Pogue

<PAGE> 1

EXHIBIT 12.1

FEDERATED DEPARTMENT STORES, INC.

COMPUTATION OF HISTORICAL RATIOS OF EARNINGS TO FIXED CHARGES(A)

(in thousands, except ratio data)

<TABLE>
<CAPTION>
The Company(b)
--------------------------------------------------------------------------
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended Ended Ended
1/28/95 1/29/94 1/30/93 2/1/92 2/2/91
----------- ---------- ----------- ---------- -----------
(52 weeks) (52 weeks) (52 weeks) | (52 Weeks) (52 Weeks)
<S> <C> <C> <C> | <C> <C>
Income (loss) before income |
taxes and extraordinary |
item . . . . . . . . . . . $331,284 $367,780 $232,007 | $(1,849,961) $(547,801)
|
Add: Portion of rents |
representative of the |
interest factor . . . . . . 71,109 63,530 63,843 | 64,055 63,833
|
Interest expense . . . 262,115 213,544 258,211 | 504,257 639,527
-------- -------- -------- | ----------- ---------
|
Adjusted income (loss) . . . $664,508 $644,854 $554,061 | $(1,281,649) $ 155,559
======== ======== ======== | =========== =========
|
|
Fixed charges: |
Interest expense . . . . . $262,115 $213,544 $258,211 | $ 504,257 $ 639,527
|
Capitalized interest . . . 447 191 126 | 182 998
Portion of rents |
representative of |
the interest factor . . . 71,109 63,530 63,843 | 64,055 63,833
-------- -------- -------- | ----------- ---------
|
Total fixed charges . . . . . $333,671 $277,265 $322,180 | $ 568,494 $ 704,358
======== ======== ======== | =========== =========
|
Ratio of income to fixed |
charges . . . . . . . . . . 1.99x 2.33x 1.72x |
|
Deficiency of earnings to |
fixed charges . . . . . . . - - - | $ 1,850,143 $ 548,799
</TABLE>

______________________________

(a) For purposes of computing the ratio (or deficiency) of earnings to
fixed charges, earnings consist of income before income taxes and
extraordinary items plus fixed charges (excluding interest
capitalized). Fixed charges represent interest incurred, amortization
of debt expense, and that portion of rental expense on operating
leases deemed to be the equivalent of interest.

(b) As a result of the Company's emergence from bankruptcy and its
adoption of fresh-start reporting as of February 1, 1992, the
Company's financial information for periods ending after February 1,
1992 is generally not comparable to financial information for periods
ending on or before February 1, 1992 and is separated by a black line.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Federated Department Stores, Inc.:

We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the Prospectus.

KPMG Peat Marwick LLP

Cincinnati, Ohio
May 26, 1995

<PAGE> 1

EXHIBIT 24.1
POWER OF ATTORNEY

By signing below, I hereby constitute and appoint Ronald W.
Tysoe, Dennis J. Broderick, John R. Sims and Padma Tatta Cariappa, or any of
them, my true and lawful attorneys and agents to do any and all acts and things
and to execute any and all instruments in my name and behalf in my capacities
as director and/or officer of Federated Department Stores, Inc., a Delaware
corporation (the "Company"), which said attorneys and agents, or any of them,
may deem necessary or advisable or which may be required to enable the Company
to comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement on
Form S-3 (or any other appropriate form) for the purpose of registering
pursuant to the Securities Act debt securities of the Company having a maximum
aggregate offering price not to exceed $750,000,000 (or such greater amount as
may be authorized by, or pursuant to authority delegated by, the Company's
Board of Directors), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for me, in my name
and behalf in my capacities as director and/or officer of the Company
(individually or on behalf of the Company), such Registration Statement and any
and all amendments and supplements thereto, and to file the same, with all
exhibits thereto and other instruments or documents in connection therewith,
with the Securities and Exchange Commission, and hereby ratify and confirm all
that said attorneys and agents, or any of them, may do or cause to be done by
virtue hereof.

IN WITNESS WHEREOF, I have executed this Power of Attorney as
of May 24, 1995.

<TABLE>
<S> <C> <C>
/s/ John E. Brown /s/ Robert A. Charpie /s/ Lyle Everingham
------------------------- ------------------------ -----------------------
John E. Brown Robert A. Charpie Lyle Everingham

/s/ Meyer Feldberg /s/ George V. Grune
------------------------- ------------------------ -----------------------
Meyer Feldberg Earl G. Graves, Sr. George V. Grune

/s/Karl M. von der Heyden /s/Gertrude G. Michelson /s/ Joseph Neubauer
------------------------- ------------------------ -----------------------
Karl M. von der Heyden Gertrude G. Michelson Joseph Neubauer

/s/ Allen I. Questrom /s/ Laurence A. Tisch /s/ Ronald W. Tysoe
------------------------- ------------------------ -----------------------
Allen I. Questrom Laurence A. Tisch Ronald W. Tysoe

/s/ Marna C. Whittington /s/James M. Zimmerman
------------------------- ------------------------ -----------------------
Paul W. Van Orden Marna C. Whittington James M. Zimmerman
</TABLE>