SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal quarter ended May 1, 2004.

FEDERATED DEPARTMENT STORES, INC.
7 West Seventh St.
Cincinnati, Ohio 45202
(513) 579-7000
and
151 West 34th Street
New York, New York 10001
(212) 494-1602

The Registrant has filed all reports required to be filed by Section 12, 13 or 15 (d) of the Act during the preceding 12 months and has been subject to such filing requirements for the past 90 days.

Indicate by checkmark whether registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes     X    No ______

179,806,099 shares of the Registrant's Common Stock, $.01 par value, were outstanding as of May 29, 2004.

PART I -- FINANCIAL INFORMATION

FEDERATED DEPARTMENT STORES, INC.

Consolidated Statements of Income
(Unaudited)

(millions, except per share figures)

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

FEDERATED DEPARTMENT STORES, INC.

Consolidated Balance Sheets
(Unaudited)

(millions)

 The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

FEDERATED DEPARTMENT STORES, INC.

Consolidated Statements of Cash Flows
(Unaudited)

(millions)

 (Continued)

FEDERATED DEPARTMENT STORES, INC.

Consolidated Statements of Cash Flows
(Unaudited)

(millions)

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

FEDERATED DEPARTMENT STORES, INC.

	13 Weeks Ended		26 Weeks Ended
	July 31,   2004	August 2,   2003	July 31,   2004	August 2,   2003
	(millions, except per share data)
Net income, as reported	$ 78	$120	$ 175	$166
Deduct total stock-based employee    compensation cost determined in    accordance with SFAS No.123, net of    related tax benefit	(8)	(9)	(18)	(20)
Pro forma net income	$ 70	$111	$ 157	$146
Earnings per share:
Basic - as reported	$ .44	$ .65	$ .97	$ .89
Basic - pro forma	$ .39	$ .60	$ .87	$ .78
Diluted - as reported	$ .43	$ .64	$ .96	$ .88
Diluted - pro forma	$ .38	$ .59	$ .86	$ .78

Notes to Consolidated Financial Statements
(Unaudited)

	January 31,   2004	Expense	Payments	July 31,   2004
		(millions)
Long-term lease obligations	$ 11	$ -	$ (1)	$ 10
Lease termination costs	$ -	$ 2	$ -	$ 2
Severance costs	$ -	$ 5	$ (1)	$ 4

	February 1,   2003	Expense	Payments	August 2,   2004
		(millions)
Long-term lease obligations	$ 14	$ -	$ (1)	$ 13
Severance costs	$ 6	$ -	$ (5)	$ 1

The Rich's-Macy's severance costs that remained accrued at August 2, 2003 were paid prior to November 1, 2003.

4.   Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share:

	13 Weeks Ended
	July 31, 2004						August 2, 2003
	Income		Shares				Income		Shares
	(millions, except per share figures)
Net income and average           number of shares           outstanding	$ 78		178.6				$ 120		184.9
Shares to be issued under          deferred compensation           plans	-		.5				-		.7
	$ 78		179.1				$ 120		185.6
Basic earnings per share		$ .44						$ .65
Effect of dilutive securities -          stock options	-		2.9				-		1.6
	$ 78		182.0				$ 120		187.2
Diluted earnings per share		$ .43						$ .64
	26 Weeks Ended
	July 31, 2004						August 2, 2003
	Income			Shares			Income		Shares
	(millions, except per share figures)
Net income and average           number of shares           outstanding	$ 175			179.2			$ 166		186.7
Shares to be issued under         deferred compensation plans	-			.6			-		.7
	$ 175			179.8			$ 166		187.4
Basic earnings per share		$ .97						$ .89
Effect of dilutive securities -          stock options	-			3.3			-		.9
	$ 175			183.1			$ 166		188.3
Diluted earnings per share		$ .96						$ .88

In addition to the stock options reflected in the foregoing tables, stock options to purchase 5.5 million shares of common stock at prices ranging from $49.25 to $79.44 per share were outstanding at July 31, 2004 and stock options to purchase 14.9 million shares of common stock at prices ranging from $35.65 to $79.44 per share were outstanding at August 2, 2003 but were not included in the computation of diluted earnings per share because the exercise price thereof exceeded the average market price and their inclusion would have been antidilutive.

5.   Benefit Plans

The Company has a defined benefit plan ("Pension Plan") and a defined contribution plan which cover substantially all employees who work 1,000 hours or more in a year. The Company also has a defined benefit supplementary retirement plan which includes benefits, for certain employees, in excess of qualified plan limitations.

In addition, certain retired employees currently are provided with special health care and life insurance benefits ("Postretirement Obligations"). Eligibility requirements for such benefits vary by division and subsidiary, but generally state that benefits are available to eligible employees who were hired prior to a certain date and retire after a certain age with specified years of service. Certain employees are subject to having such benefits modified or terminated.

The actuarially determined components of the net periodic benefit cost (benefit) are as follows:

	13 Weeks Ended		26 Weeks Ended
	July 31,  2004	August 2,   2003	July 31,   2004	August 2,   2003
Pension Plan
Service cost	$ 12	$ 10	$ 23	$ 20
Interest cost	24	25	49	49
Expected return on assets	(36)	(37)	(71)	(73)
Recognition of net actuarial loss	5	-	10	-
	$ 5	$ (2)	$ 11	$ (4)
Supplementary Retirement Plan
Service cost	$ 2	$ 2	$ 4	$ 4
Interest cost	4	5	8	8
Amortization of prior service cost	1	-	1	-
Recognition of net actuarial loss	3	2	7	5
	$ 10	$ 9	$ 20	$ 17
Postretirement Obligations
Service cost	$ -	$ -	$ -	$ -
Interest cost	5	5	9	9
Amortization of prior service cost	(2)	-	(3)	(1)
Recognition of net actuarial gain	(1)	(3)	(2)	(4)
	$ 2	$ 2	$ 4	$ 4

During the 13 weeks ended July 31, 2004, the Company adopted FSP 106-2 to reflect the impact of the Act. The effect of the adoption of this position was to reduce the accumulated postretirement benefit obligation by $14 million as of December 31, 2003 and to reduce postretirement benefit cost, through the amortization of the related net actuarial gain, by $1 million and $2 million for the 13 and 26 weeks ended July 31, 2004, respectively. The impact of the adoption of this position on service cost and interest cost was not material.

1. Summary of Significant Accounting Policies

2. Restructuring Accruals

	January 31,    2004	Expense	Payments	May 1,   2004
		(millions)
Long-term lease obligations	$ 11	$    -	$  (1)	$  10
Lease termination costs	$    -	$    2	$    -	$    2
Severance costs	$    -	$    5	$    -	$    5

3. Earnings Per Share

FEDERATED DEPARTMENT STORES, INC.

Management's Discussion and Analysis

of Financial Condition and Results of Operations

Benefit Plans The Company has a defined benefit plan ("Pension Plan") and a defined contribution plan which cover substantially all employees who work 1,000 hours or more in a year. The Company also has a defined benefit supplementary retirement plan which includes benefits, for certain employees, in excess of qualified plan limitations. In addition, certain retired employees currently are provided with special health care and life insurance benefits ("Postretirement Obligations"). Eligibility requirements for such benefits vary by division and subsidiary, but generally state that benefits are available to eligible employees who were hired prior to a certain date and retire after a certain age with specified years of service. Certain employees are subject to having such benefits modified or terminated. The actuarially determined components of the net periodic benefit cost (benefit) are as follows:   13 Weeks Ended    May 1, 2004    13 Weeks Ended    May 3, 2003     Pension Plan     Service cost $ 11  $ 10  Interest cost 25  24  Expected return on assets (35) (36) Recognition of net actuarial loss   5      -    $ 6  $ (2)       Supplementary Retirement Plan     Service cost $ 2  $ 2  Interest cost 4  3  Recognition of net actuarial loss 4  3    $ 10  $ 8        Postretirement Obligations     Service cost $ -  $ -  Interest cost 4  4  Amortization of prior service cost (1) (1) Recognition of net actuarial gain -   (1)   $ 3  $ 2  FEDERATED DEPARTMENT STORES, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

For purposes of the following discussion, all references to "first"second quarter of 2004" and "first"second quarter of 2003" are to the Company's 13-week fiscal periods ended May 1,July 31, 2004 and May 3,August 2, 2003, respectively, and all references to "2004" and "2003" are to the Company's 26-week fiscal periods ended July 31, 2004 and August 2, 2003, respectively.

The Company is a retail organization operating department stores that sell a wide range of merchandise, including men's, women's and children's apparel and accessories, cosmetics, home furnishings and other consumer goods in 34 states, Puerto Rico and Guam. The highest concentrationconcentrations of stores are on the west coast, in the southeast and in the northeast. The Company's operations are significantly impacted by competitive pressures from department and specialty stores and all other retail channels, and general consumer-spending levels, including the impact of employment levels.

The Company entered 2004 with a continued strategic focus on four key priorities for improving the business over the longer term: differentiating and editing merchandise assortments; simplifying pricing; improving the overall shopping experience; and communicating better with customers through more brand focused and effective marketing. The Company believes that its recent results indicate that these strategies are working and that the customer is responding in a favorable manner.

In early 2004, the Company announced a further step in reinventing its department stores - - the creation of a centralized organization to be responsible for the overall strategy, merchandising and marketing of home-related categories of business in all of its Macy's - brandedMacy's-branded stores. The centralized operation is expected to accelerate sales in these categories largely by improving and further differentiating the Company's home-related merchandise assortments.

The Company has also taken additional steps to put its strong cash flow to work towards increasing shareholder return, including the increase in the annual cash dividend to $.54 per share in 2004, the increased authorization and current intent to repurchase between $700-$900 million of its common stock under the Company's stock repurchase program in 2004 and the repurchase of $273 million of its 8.5% senior notes due 2010.

In 2003, the Company commenced the implementation of a strategy to more fully utilize its Macy's brand. The Company propelled Macy's presence nationwide through successful co-branding with the Company's regional department store nameplates. The co-branding will allowis allowing the Company to magnify the impact of marketing on a nationwide basis, as well as to leverage major events such as the Macy's Thanksgiving Day Parade. As part of the national co-branding and store consolidations, the sevensix Macy's stores previously operating in Florida were integrated into the Burdines - - Macy's organization; however, one of the stores is scheduled to close in September 2004.Burdines-Macy's organization. As part of the Rich's-Macy's consolidation in Georgia, certain Macy's stores were closed; however, one location was renovated and partially reopened as a Rich's-Macy's furniture gallery and two locations were renovated and reopened as Bloomingdale's stores. The Company believes that these changes will alloware allowing the Company to benefit from the greater leverage of the Macy's brand and should lead to more efficient operations.ope rations.

Results of Operations

Comparison of the 13 Weeks Ended May 1,July 31, 2004 and May 3,August 2, 2003

Net income for the firstsecond quarter of 2004 totaled $96$78 million compared to $46$120 million for the firstsecond quarter of 2003, reflecting strong sales2003. The decrease reflects higher interest expense associated with the repurchase of $273 million of the Company's 8.5% senior notes due 2010 and gross margin performance inhigher store closing, centralization and consolidation costs during the firstsecond quarter of 2004.

Net sales for the firstsecond quarter of 2004 totaled $3,517$3,548 million, up 3.3% compared to net sales of $3,291$3,434 million for the firstsecond quarter of 2003, an increase of 6.9%. The sales strength was experienced across the entire Company.2003. On a comparable store basis (sales from stores in operation throughout the first quarter of 2003 and the first quarter of 2004), net sales for the firstsecond quarter of 2004 also increased 6.9%3.3% compared to the firstsecond quarter of 2003. In the second quarter of 2004, sales were strongest at Burdines-Macy's, Macy's West and Bloomingdale's. Sales of the Company's private brands continued strong in the second quarter of 2004. By family of business, the strongest sales trends in the firstsecond quarter of 2004 were strongest in betterwomen's and men's sportswear, handbags, jewelry, women's shoes,cosmetics, men's tailored clothing men's sportswear and luggage. The weakest business continued to be housewaresweaker businesses included furniture, floor coverings, young men's and to a lesser extent tabletop (china, silver, glass).swimwear.

Cost of sales was 59.9%58.9% of net sales for the firstsecond quarter of 2004, compared to 60.8%59.0% for the firstsecond quarter of 2003. The cost of sales rate for the first quarter of 2004 benefited from strong regular price selling and good inventory management. Included in cost of sales for the firstsecond quarter of 2004 were $4$13 million of markdowns, primarily associated with the Burdines-Macy's integration in Florida.Macy's home store centralization. These markdowns are primarily related to merchandise that was being sold at Macy'sMacy's-branded stores that wouldwill not continue to be sold following the conversionhome store centralization. The cost of sales rate for the second quarter of 2004, excluding the home store centralization markdowns, benefited from higher markup, lower net markdowns due to Burdines-Macy's.the lower inventory levels, combined with improved sales and lower shortage. Merchandise inventories were down slightly2.4% at the end of the second quarter of 2004 as compared to the firstsecond quarter of 2003. The valuation of merchandise inventories on the last-in, first-out basis did not impact cost of sales in either period.

Selling, general and administrative ("SG&A") expenses were 34.0%34.2% of net sales for the firstsecond quarter of 2004, compared to 34.8%33.3% for the firstsecond quarter of 2003. SG&A expenses in actual dollars for the first quarter of 2004 were up 4.6% compared to the first quarter of 2003, reflecting higher pension costs, higher sales related expenses and higher costs related to store closings and consolidations. However, dueIn addition to the higher sales level, SG&Asales- related expenses, decreased 0.8 percentage points as a percent of net sales. Includedthe increase in SG&A expenses for the firstsecond quarter of 2004 were approximately $15 million ofreflects higher pension and other retirement-related costs incurred in connection with theand higher store closings, Burdines-Macy'sclosing, centralization and home store consolidations. These costs are primarily related to severance and lease terminationconsolidation costs. Included in SG&A expenses for the firstsecond quarter of 2004 were approximately $18 million of severance, relocation and other costs incurred in connection with store closings, the Burdines-Macy's consolidation and the home store centralization. Included in SG&A expenses for the second quarter of 2003 were approximately $8$10 million of costs primarily accelerated depreciation, incurred in connection with store closings and the Rich's-Macy's consolidation and other store closings.consolidation.

Net interest expense was $60$119 million for the firstsecond quarter of 2004, compared to $70$65 million for the firstsecond quarter of 2003 primarily2003. Net interest expense for the second quarter of 2004 includes $59 million of costs associated with the repurchase of $273 million of the Company's 8.5% senior notes due to lower levels of borrowings.2010.

The Company's effective income tax rate of 38.4%38.2% for the firstsecond quarter of 2004 and 39.9%39.6% for the firstsecond quarter of 2003 differ from the federal income tax statutory rate of 35.0%, and on a comparative basis, principally because of the effect of state and local income taxes.

Comparison of the 26 Weeks Ended July 31, 2004 and August 2, 2003

Net income for 2004 totaled $175 million, compared to net income of $166 million for 2003. Net income for 2004 reflects strong sales and gross margin performance in 2004, partially offset by the higher interest expense associated with the repurchase of $273 million of the Company's 8.5% senior notes due 2010 and higher store closing, centralization and consolidation costs during 2004.

Net sales for 2004 totaled $7,065 million, compared to net sales of $6,725 million for 2003, an increase of 5.1%. On a comparable store basis (sales from stores in operation throughout 2003 and 2004), net sales increased 5.0% compared to 2003. In 2004, the sales strength was experienced across the Company, although Burdines-Macy's and Bloomingdale's produced the largest increases. By family of business, sales in 2004 were strongest in women's and men's sportswear, handbags, jewelry, men's tailored clothing and luggage. The weaker businesses included housewares and to a lesser extent tabletop (china, silver, glass).

Cost of sales was 59.4% of net sales for 2004, compared to 59.9% for 2003. Included in cost of sales for 2004 were $17 million of markdowns associated with the Burdines-Macy's integration in Florida and the Macy's home store centralization. These markdowns are primarily related to merchandise that was being sold at Macy's-branded stores that will not continue to be sold following the Burdines-Macy's integration and home store centralization. The cost of sales rate in 2004, excluding the home store centralization markdowns, benefited from good inventory management. The valuation of department store merchandise inventories on the last-in, first-out basis did not impact cost of sales in either period.

SG&A expenses were 34.1% of net sales for 2004, compared to 34.0% for 2003. SG&A expenses in 2004 reflect higher pension costs, higher selling-related expenses and higher store closing, centralization and consolidation costs. Included in SG&A expenses for 2004 were approximately $33 million of severance, relocation, lease termination and other costs incurred in connection with store closings, the Burdines-Macy's consolidation and the home store centralization. Included in SG&A expenses for 2003 were approximately $18 million of costs incurred in connection with store closings and the Rich's-Macy's consolidation.

Net interest expense was $179 million for 2004, compared to $135 million for 2003. Net interest expense for 2004 includes $59 million of costs associated with the repurchase of $273 million of the Company's 8.5% senior notes due 2010.

The Company's effective income tax rate of 38.2% for 2004 and 39.7% for 2003 differ from the federal income tax statutory rate of 35.0%, and on a comparative basis, principally because of the effect of state and local income taxes.

Liquidity and Capital Resources

The Company's principal sources of liquidity are cash from operations, cash on hand and available credit facilities.

Net cash provided by operating activities in the first quarter of 2004 was $34$490 million, compared to the $204$719 million provided in the first quarter of 2003. Cash provided by operating activities in the first quarter of 2003 benefited from lower income tax payments resulting from the use of Fingerhut net operating losses.

Net cash used by investing activities was $71$185 million for the first quarter of 2004, compared to the $52 million used in the first quarter of 2003.2004. Investing activities for the first quarter of 2004 included purchases of property and equipment totaling $72$175 million, capitalized software of $17$37 million and the $17$20 million collection on a note receivable. Investing activities for the first quarter of 2003 included purchases of property and equipment totaling $41$156 million and capitalized software of $13$27 million. The Company opened onetwo new department storestores and one new furniture gallery during the first quarter of 2004 and plans to open threetwo additional department stores and twothree additional furniture galleries during the remainder of 2004. The Company's budgeted capital expenditures are approximately $600 million for 2004.

Net cash providedused by the Company'sCompany for all financing activities was $625 million for 2004, including $361 million of debt repayments, the first quarteracquisition of 2004 totaled $257.2 million compared to a $124shares of its common stock at an approximate cost of $353 million, use of cash for the first quarter of 2003. The Company's financing activities during the first quarter of 2004 included the issuance of $121$129 million of its common stock, primarily related to the exercise of stock options, and $47 million of cash dividends paid. Financing activities during 2003 included the repayment of $450 million of the Company's 8.5% senior notes that were due in 2003 and the acquisition of 1.77.3 million shares of its common stock at an approximate cost of $90 million and $22$227 million.

The debt repaid in 2004 includes the repurchase of $273 million of cash dividends paid. Thethe Company's financing activities during8.5% senior notes due 2010 and $85 million of the first quarterCompany's 6.79% senior debentures due 2027. Certain holders of 2003 included the acquisitionCompany's 6.79% senior debentures due 2027 elected to have such debentures repaid on July 15, 2004 at 100% of 4.4 million sharesthe principal amount thereof, together with accrued interest to the date of its common stock at an approximate costrepayment. As of $120 million. On February 27,July 31, 2004, the remaining $165 million of 6.79% senior debentures due 2027 is classified as long-term debt.

The Company's board of directors approved aadditional $750 million increaseauthorizations to the Company's existing share repurchase program. Thisprogram on February 27, 2004 and July 20, 2004. These new authorization wasauthorizations are additive to the existing repurchase program, which as of May 1,July 31, 2004 had approximately $732$1,219 million of authorization remaining. The Company currently intends to repurchase between $700-$900 million of its common stock during 2004. The Company may continue or, from time to time, suspend repurchases of shares under its stock repurchase program, depending on prevailing market conditions, alternate uses of capital and other factors. On February 27, 2004, the Company's board of directors also declared a quarterly dividend of 12.5 cents per share on Federated Common Stock. The dividend was paid April 1, 2004 to shareholders of record at the close of business on March 15, 2004.

On May 21, 2004, the Company's board of directors declared a quarterly dividend of 13.5 cents per share on Federated Common Stock.its common stock. This dividend is an increase of eight percent over the previous quarterly dividend rate of 12.5 cents per share, first declared by the Company's board in April 2003. The dividend is payable July 1, 2004 to shareholders of record at the close of business on June 15, 2004. During the period from May 15, 2004 through June 15, 2004, the holders of the $250 million 6.79% senior debentures due 2027 may elect to have such debentures repaid on July 15, 2004 at 100% of the principal amount thereof, together with accrued and unpaid interest to the date of repayment. As of June 8, 2004, the Company has not received any such elections. The Company is party to a 364-Day Credit Agreement, pursuant to which certain financial institutions have provided the Company with a $200 million revolving loan facility which expires June 25, 2004. Based upon an assessment of the Company's liquidity needs, this agreement is not being renewed. However, the Company's related $1.2 billion Five-Year Credit Agreement, which expires June 2006, remains effective.

On May 25, 2004, the aggregate size of the commercial paper conduit programs used to finance the Company's non-proprietary credit card receivables was increased from $700 million to $750 million.

The Company was party to a 364-Day Credit Agreement, pursuant to which certain financial institutions had provided the Company with a $200 million revolving loan facility which expired June 25, 2004. Based upon an assessment of the Company's liquidity needs, this agreement was not renewed. However, the Company's related $1.2 billion Five-Year Credit Agreement, which expires June 2006, remains effective.

Management believes that, with respect to the Company's current operations, cash on hand and funds from operations, together with its credit facilitiesfacility and other capital resources, will be sufficient to cover the Company's reasonably foreseeable working capital, capital expenditure and debt service requirements and capital transactions in both the near term and over the longer term. The Company's ability to generate funds from operations may be affected by numerous factors, including general economic conditions and levels of consumer confidence and demand; however, the Company expects to be able to manage its working capital levels and capital expenditure amounts so as to maintain its liquidity levels. Depending upon conditions in the capital markets and other factors, the Company will from time to time consider the issuance of debt or other securities, or other possible capital markets transactions, the proceeds of which could be used to refinance current indebtedness or for other corporate purposes.

Management believes the department store business and other retail businesses will continue to consolidate. The Company intends from time to time to consider additional acquisitions of, and investments in, department stores and other complementary assets and companies. Acquisition transactions, if any, are expected to be financed through a combination of cash on hand and funds from operations and the possible issuance from time to time of long-term debt or other securities.

Outlook

TheSubject to the impact of Hurricane Frances as discussed below, the Company is assuming that general economic and other conditions and consumer confidence and demand will be such that comparable store sales will be up 3.0 to 4.0 percent for 2004: up 2.0 to 4.0 percent in the second quarter2004 and up 1.5 to 3.0 percent in both the second halfthird and fourth quarters of the fiscal year, which ends January 29, 2005. TheAlso subject to the impact of Hurricane Frances, the Company presently expects to achieve earnings per share on a diluted basis of $3.80$3.70 to $3.90$3.80 in 2004, including earnings per diluted share of 35 to 40 cents for the third quarter and 57$2.45 to 62 cents in$2.55 for the secondfourth quarter. For the remaining ninesix months of the year, these estimates include store closing and consolidation costs of $89$58 million, of which a total of $31$18 million is expected to be recorded in cost of sales as inventory valuation adjustments. In connection with these estimates, the Company is assuming that the gross margin rate will be down slightly in the secondthird quarter due to $13$18 million of markdownsmarkdown s expected to be taken in connection with the home store centralization and Burdines-Macy's integration and relatively flat to up slightly in the second half of the year due to the estimated $18 million of home store centralization markdowns. Selling, general and administrativefourth quarter. SG&A expense dollars are expected to be up during the remaining ninesix months of the year, due to the previously mentioned costs and higher pension expenses. Store closing and consolidation costs included in selling, general and administrativeSG&A expenses are expected to total $27$20 million in the secondthird quarter and $31$20 million in the second halffourth quarter.

The Company announced on September 7, 2004 that on the basis of preliminary estimates the Company expects lost sales in its Florida stores from the impact of Hurricane Frances to total approximately $20 million, reducing September same-store sales by 1.5 percent and earnings by approximately 3-4 cents a share in the third quarter. The Company also said it will take several weeks before there can be a complete assessment of the year.hurricane's impact on its business.

The accuracy of the foregoing assumptions and the resulting forecasts is subject to uncertainties and circumstances beyond the Company's control. Consequently, actual results could differ materially from the forecasted results. See "Other Information" in Item 5 of Part II of this report for a discussion of matters that could cause actual results to vary from the Company's expectations.

Item 4. Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer have carried out, as of May 1,July 31, 2004, an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms. There were no changes in the Company's internal control over financial reporting that occurred during the Company's most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

PART II -- OTHER INFORMATION

FEDERATED DEPARTMENT STORES, INC.

Item 1. Legal Proceedings.

The Company and certain members of its senior management were named as defendants in five substantially identical purported class action complaints filed on behalf of persons who purchased shares of the CompanyCompany's Common Stock between February 23, 2000 and July 20, 2000. Originally filed in August, September and October 2000, in the United States District Court for the Southern District of New York, the actions were consolidated into a single case (In Re Federated Department Stores, Inc. Securities Litigation, Case No. 00-CV-6362 (RCC)) and a consolidated amended complaint (the "Complaint") was filed. The Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, on the basis of claims that the Company, among other things, made false and misleading statements regarding its financial condition and results of operations and failed to disclose material information relating to the credit delinquency problem at the Company's former subsidiary,su bsidiary, Fingerhut Companies, Inc. ("Fingerhut"). The plaintiffs sought unspecified amounts of compensatory damages and costs, including legal fees. The Company filed a Motion to Dismiss the Complaint on January 22, 2002, and on March 11, 2004, the court dismissed the Complaint without prejudice. On May 18, 2004, the plaintiffs filed a second amended complaint (the "Second Amended Complaint"), asserting the same claims as in the earlier versions of the complaint.Complaint.  The Company anticipatesfiled a Motion to Dismiss the Second Amended Complaint on July 7, 2004, and is awaiting a response from the Court.

The Company and its subsidiary, Macy's West, Inc., were named as defendants in a civil action filed by the California Attorney General. The complaint was filed on June 23, 2004 in Alameda County Superior Court. The complaint alleges violations of California's Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq., also known as Proposition 65 ("Prop 65") on the basis that itthe Company offers for sale fashion jewelry containing levels of lead requiring a warning under Prop 65 and that such warning had not been provided. The plaintiffs seek injunctive relief, civil penalties, and attorneys' fees and costs. Based on the information presently available to the Company, management expects that the ultimate resolution of this action will filenot have a motion to dismissmaterial impact on the second amended complaint.Company's financial condition, results of operations or cash flows.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity SecuritiesSecurities.

The following table provides information regarding the Company's purchases of Common Stock during the firstsecond quarter of 2004:   Total Number of Shares Purchased (1) Average Price per Share ($) Number of Shares Purchased Under Program (2) Open Authorization Remaining (2) ($)   (thousands)   (thousands) (millions)           February 1, 2004 - February 28, 2004 5  47.90 - - 820 February 29, 2004 -         April 3, 2004 April 4, 2004 - May 1, 2004 739       990  51.30      52.11 705      990 783 732           Total 1,734  51.75 1,695

	Total Number of Shares Purchased (1)	Average Price per Share ($)	Number of Shares Purchased Under Program (2)	Open Authorization Remaining (2) ($)
	(thousands)		(thousands)	(millions)
May 2, 2004 - May 29, 2004	451	46.62	450	711
May 30, 2004 - July 3, 2004	2,157	49.34	2,157	604
July 4, 2004 - July 31, 2004	2,880	47.02	2,880	1,219
Total	5,488	47.90	5,487

_______________________

(1)      Includes shares accepted in lieu of cash to pay employee tax liabilities upon lapse of restrictions for restricted stock and upon distribution of Common Stock under the Company's deferred compensation plans.
(2)      The Company's board of directors initially approved a $500 million authorization to purchase Common Stock on January 27,26, 2000 and approved additional $500 million authorizations on each of August 25, 2000, May 18, 2001 and April 16, 2003 and an additional $750 million authorizationauthorizations on each of February 27, 2004 and July 20, 2004. All authorizations are cumulative and do not have an expiration date.
During the first quarter ofFrom May 2, 2004 through May 20, 2004, Federated issued approximately 2.8 million23,300 shares of its Common Stock pursuant to exercises of options issued to participants in its 1992 Incentive Bonus Plan and 1995 Executive Equity Incentive Plan that it subsequently determined were not issued pursuant to an effective registration statement under the Securities Act or in reliance on an exemption from such registration. The aggregate purchase price for such shares was approximately $151$1.1 million. Although certain purchasers of such shares may have legal rights against Federated with respect to their purchases, Federated does not believe that the assertion, if any, of such rights will have a material impact on its consolidated financial position, results of operations or cash flows. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of the Company's stockholders was held on May 21, 2004. The Company's stockholders voted on the following items at such meeting: (a) The stockholders approved the election of four Directors for a three-year term expiring at the 2007 Annual Meeting of the Company's stockholders. The votes for such elections were as follows: Sara Levinson - - 67,785,753 votes in favor and 88,866,017 votes withheld; Joseph Neubauer - 60,858,248 votes in favor and 95,793,522 votes withheld; Joseph A. Pichler - - 62,049,439 votes in favor and 94,602,332 votes withheld and Karl M. von der Heyden - - 67,924,228 votes in favor and 88,727,543 votes withheld. (b) The stockholders ratified the employment of KPMG LLP as the Company's independent accountants for the fiscal year ending January 29, 2005. The votes for the ratification were 152,371,092, the votes against the ratification were 3,466,194, and the votes abstained were 814,484. (c) The stockholders approved a proposal to amend the 1995 Executive Equity Incentive Plan to increase the number of shares of common stock of the Company available for issuance thereunder. The votes for the proposal were 103,219,896, the votes against the proposal were 40,726,600, and the votes abstained were 955,953. (d) The stockholders approved a stockholder's proposal seeking the adoption of a system for the annual election of directors. The votes for the proposal were 126,578,899, the votes against the proposal were 17,245,381, and the votes abstained were 1,078,179.
Item 5. Other InformationInformation.
This report and other reports, statements and information previously or subsequently filed by the Company with the Securities and Exchange Commission (the "SEC") contain or may contain forward-looking statements. Such statements are based upon the beliefs and assumptions of, and on information available to, the management of the Company at the time such statements are made. The following are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (i) statements preceded by, followed by or that include the words "may," "will," "could," "should," "believe," "expect," "future," "potential," "anticipate," "intend," "plan," "think," "estimate" or "continue" or the negative or other variations thereof and (ii) statements regarding matters that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties, including (a) risks and uncertainties relating to the possible invalidity of the underlying beliefs and assumptions, (b) possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions, (c) actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials, and (d) attacks or threats of attacks by terrorists or war. Furthermore, future results of the operations of the Company could differ materially from historical results or current expectations because of a variety of factors that affect the Company, including transaction costs associated with the renovation, conversion and transitioning of retail stores in regional markets; the outcome and timing of sales and leasing in conjunction with the disposition of retail store properties; the retention, reintegration and transitioning of displaced employees; competitive pressures from department and specialty stores, generalg eneral merchandise stores, manufacturers' outlets, off-price and discount stores, and all other retail channels; and general consumer-spending levels, including the impact of the availability and level of consumer debt, and the effects of the weather. In addition to any risks and uncertainties specifically identified in the text surrounding such forward-looking statements, the statements in the immediately preceding sentence and the statements under captions such as "Risk Factors" and "Special Considerations" in reports, statements and information filed by the Company with the SEC from time to time constitute cautionary statements identifying important factors that could cause actual amounts, results, events and circumstances to differ materially from those reflected in such forward-looking statements.
Item 6. Exhibits and Reports on Form 8-K8-K.
A.	Exhibits
	10.1     1995 Executive Equity Incentive Plan as amended and restated as of May 21,	Amended Exhibit A, dated July 1, 2004, (incorporated by reference to Appendix D of the Company's Proxy Statement filed April 15, 2004).* 10.2     Amendment Agreement (First Amendment) to Amended and Restated Credit Card Program Agreement dated June 4, 1996, by and among GE Capital Consumer Card Co. ("GE Bank") and Federated Department Stores, Inc. ("FDS"), FDS Bank ("FDS Bank"), FACS Group, Inc. ("FACS"), Macy's East, Inc. ("Macy's East"), Macy's West, Inc. ("Macy's West"), Broadway Stores, Inc. ("Broadway"), Bullock's, Inc. ("Bullock's") and MSS-Delaware, Inc. ("MSS"). 10.3     Second Amendment Agreement to Amended and Restated Credit Card Program Agreement dated January 31, 1997, by and among GE Bank and FDS, FDS Bank, FACS, Macy's East, Macy's West, Broadway, Bullock's and MSS. 10.4     Third Amendment to Macy's Amended and Restated Credit Card ProgramEmployment Agreement, dated March 1, 1997, by2003, between Terry J. Lundgren and among GE Bank and FDS, FDS Bank, FACS, Macy's East, Macy's West, Broadway, Bullock's and MSS. 10.5     Amendment No. 4 to the Amended and Restated Credit Card Program Agreement dated July 22, 1998, by and among GE BANK and FDS, FDS Bank, FACS, Macy's East, Macy's West, Broadway, Bullock's and MSS.Company. 10.6     Amendment No. 5 to the Amended and Restated Credit Card Program Agreement, by and among GE Bank and FDS, FDS Bank, FACS, Macy's East, Macy's West and Broadway (for itself and as successor in interest to Bullock's, Inc.). 10.7     Sixth Amendment to Amended and Restated Credit Card Program Agreement dated February 23, 2004, by and among GE Bank and FDS, FDS Bank, FACS, Macy's East, Macy's West and Broadway (for itself and as successor in interest to Bullock's, Inc.). 10.8     Seventh Amendment to Amended and Restated Credit Card Program Agreement dated April 30, 2004, by and among GE Bank and FDS, FDS Bank, FACS, Macy's East, Macy's West and Broadway (for itself and as successor in interest to Bullock's, Inc.). 10.9     Addendum to the June 4, 1996 FACS Credit Services and License Agreement, dated January 1, 2001, by and among GE Bank, General Electric Capital Corporation ("GECC") and FACS.  10.10    Second Addendum to the June 4, 1996 FACS Credit Services and License Agreement, dated November 11, 2001, by and among GE Bank, GECC and FACS. 10.11    Fourth Amendment to Class A Certificate Purchase Agreement, dated as of May 25, 2004, by and among Prime II Receivables Corporation, as Transferor, FDS Bank (successor in interest to FDS National Bank), as Servicer, Market Street Funding Corporation, and PNC Bank, National Association, as Agent. 10.12    Fourth Amendment to Class B Certificate Purchase Agreement, dated as of May 25, 2004, by and among Prime II Receivables Corporation, as Transferor, FDS Bank (successor in interest to FDS National Bank), as Servicer, Market Street Funding Corporation, and PNC Bank, National Association, as Agent.
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
	32.1	Certifications by Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act. * Constitutes a compensatory plan or arrangement.
B.	Reports on Form 8-K
	1.	Current report on Form 8-K, dated February 2,May 11, 2004, reporting matters under item 12 thereof.
	2.	Current report on Form 8-K, dated February 24,May 12, 2004, reporting matters under item 12 thereof.
	3.	Current report on Form 8-K, dated April 15, 2004, reporting matters under item 9 thereof. 4.         Current report on Form 8-K, dated April 29,July 20, 2004, reporting matters under item 5 thereof.

 

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. Dated:  September 9, 2004 By: /s/ Dennis J. Broderick Name:  Dennis J. Broderick Title:  Senior Vice President, General Counsel             and Secretary By: /s/ Joel A. Belsky Name:  Joel A. Belsky Title:  Vice President and Controller            (Principal Accounting Officer) Dated:  June 9, 2004 By:/s/ Dennis J. Broderick		Name:  Dennis J. Broderick
	Title:  Senior Vice President, General Counsel             and Secretary
	By:/s/ Joel A. Belsky
	Name:  Joel A. Belsky
	Title:  Vice President and Controller
	(Principal Accounting Officer)