FEDERATED DEPARTMENT STORES INC /DE/
8-K, 1998-09-02
DEPARTMENT STORES
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             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549
                              
                              
                              
                          FORM 8-K
                              
                       CURRENT REPORT
                              
           Pursuant to Section 13 or 15(d) of the
                              
               Securities Exchange Act of 1934
                              
                              
             Date of Report:  September 2, 1998
                              
              FEDERATED DEPARTMENT STORES, INC.
                              
         151 West 34th St., New York, New York 10001
                       (212) 494-1602
                              
                            -and-
                              
        7 West Seventh Street, Cincinnati, Ohio 45202
                       (513) 579-7000
                              
                              
                              
       Delaware                  1-13536              13-3324058
(State of Incorporation)   (Commission File No.)    (IRS Id. No.)



                        Exhibit Index on Page 4


Item 5.  Other Events

           This  Current Report on Form 8-K is  being  filed
with  the  Securities and Exchange Commission  by  Federated
Department  Stores, Inc. ("Federated") for  the  purpose  of
filing,  as  exhibits  hereto,  the  Unaudited  Consolidated
Balance  Sheets of Federated as of August 1, 1998,   January
31,  1998  and August 2, 1997 and the Unaudited Consolidated
Statements  of Cash Flows for the 26 weeks ended  August  1,
1998 and August 2, 1997, which are concurrently being posted
on   Federated's  website  at  www.federated-fds.com.    The
Unaudited   Consolidated  Balance   Sheets   and   Unaudited
Consolidated Statements of Cash Flows filed herewith  should
be  read  in  conjunction  with the  consolidated  financial
statements,  the  notes  thereto and the  other  information
contained in Federated's Annual Report on Form 10-K for  the
fiscal year ended January 31, 1998.  Because of the seasonal
nature of the department store business, the cash flows  for
the  26 weeks ended August 1, 1998 and August 2, 1997 (which
do  not include the Christmas season) are not indicative  of
the cash flows for the entire fiscal year.

Item  7.  Financial Statements, Pro Forma Financial Information and Exhibits.

The following exhibits are filed herewith:

99.1   Unaudited Consolidated Balance Sheets of Federated as of
       August 1, 1998, January 31, 1998 and August 2, 1997.

99.2   Unaudited Consolidated Statements of Cash Flows of Federated 
       for the 26 weeks ended August 1, 1998 and August 2, 1997.


              FEDERATED DEPARTMENT STORES, INC.
                              
                              
                          SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.


                              FEDERATED DEPARTMENT STORES, INC.



Date:  September 2, 1998      /s/ Dennis J. Broderick
                                  Dennis J. Broderick
                                  Senior Vice President, General
                                  Counsel and Secretary


                           
                              
                              
                        EXHIBIT INDEX
                              
Exhibit
Number

 99.1   Unaudited Consolidated Balance Sheets of Federated as of 
        August 1, 1998, January 31, 1998 and August 2, 1997

 99.2   Unaudited Consolidated Statements of Cash Flows of Federated 
        for the 26 weeks ended August 1, 1998 and August 2, 1997
                              
                              



                                               Exhibit  99.1
                              
              FEDERATED DEPARTMENT STORES, INC.
                              
                 Consolidated Balance Sheets
                         (Unaudited)
                              
                         (millions)


                                      August 1,   January 31,   August 2,
                                        1998         1998         1997
ASSETS:
 Current Assets:
  Cash                                $     281    $     142  $    317
  Accounts receivable                     2,111        2,640     2,498
  Merchandise inventories                 3,361        3,239     3,372
  Supplies and prepaid expenses             118          115       129
  Deferred income tax assets                105           58       106
   Total Current Assets                   5,976        6,194     6,422

 Property and Equipment - net             6,381        6,520     6,371
 Intangible Assets - net                    677          690       704
 Other Assets                               317          334       377

   Total Assets                         $13,351      $13,738   $13,874

LIABILITIES AND SHAREHOLDERS' EQUITY:
 Current Liabilities:
  Short-term debt                       $    34     $    556  $  1,505
  Accounts payable and accrued
    liabilities                           2,517        2,416     2,482
  Income taxes                               67           88         4
   Total Current Liabilities              2,618        3,060     3,991

 Long-Term Debt                           3,890        3,919     3,732
 Deferred Income Taxes                      977          939       836
 Other Liabilities                          557          564       559
 Shareholders' Equity                     5,309        5,256     4,756

   Total Liabilities and Shareholders'
     Equity                             $13,351      $13,738   $13,874




                                                      Exhibit 99.2

                 FEDERATED DEPARTMENT STORES, INC.
                                 
               Consolidated Statements of Cash Flows
                            (Unaudited)
                                 
                            (millions)

                                               26 Weeks Ended    26 Weeks Ended
                                               August 1, 1998    August 2, 1997
Cash flows from operating activities:
 Net income                                         $     167        $    52
 Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization of property and
     equipment                                            298            277
    Amortization of intangible assets                      13             14
    Amortization of financing costs                         4             13
    Amortization of unearned restricted stock               1              1
    Loss on early extinguishment of debt                    -             39
    Changes in assets and liabilities:
       Decrease in accounts receivable                    331            337
       Increase in merchandise inventories               (122)          (126)
       Increase in supplies and prepaid expenses           (3)           (19)
       (Increase) decrease in other assets not separately
         identified                                         4             (5)
       Increase (decrease) in accounts payable and
         accrued liabilities not separately identified     45            (21)
       Increase (decrease) in current income taxes        (21)             3
       Increase (decrease)  in deferred income taxes       (9)             4
       Decrease in other liabilities not separately
         identified                                        (8)            (5)
         Net cash provided by operating activities        700            564

Cash flows from investing activities:
 Purchase of property and equipment                      (189)          (219)
 Disposition of property and equipment                     22             89
 Decrease in notes receivable                             200            200
         Net cash provided by investing activities         33             70

Cash flows from financing activities:
 Debt issued                                              300            850
 Financing costs                                           (7)            (5)
 Debt repaid                                             (851)        (1,356)
 Increase in outstanding checks                             79            11
 Acquisition of treasury stock                            (154)           (2)
 Issuance of common stock                                   39            36
         Net cash used by financing activities            (594)         (466)


                 FEDERATED DEPARTMENT STORES, INC.
                                 
               Consolidated Statements of Cash Flows
                            (Unaudited)
                                 
                            (millions)

                                               26 Weeks Ended   26 Weeks Ended
                                               August 1, 1998   August 2, 1997

 Net increase in cash                                 $   139         $   168
 Cash at beginning of period                              142             149

 Cash at end of period                                $   281         $   317


 Supplemental cash flow information:
  Interest paid                                       $   147         $   212
  Interest received                                        11              20
  Income taxes paid (net of refunds received)             150              48





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