BROADWAY STORES, INC. 
                   3880 North Mission Road
                    Los Angeles, CA  90031



                                   October 11, 1995





The Bank of New York
101 Barclay Street
New York, New York  10286

               Re:  Warrant Agreement

     Reference is made to the Warrant Agreement, dated as of
October 1, 1992 (the "Warrant Agreement"), between Broadway
Stores, Inc. (f/k/a Carter Hawley Hale Stores, Inc.) (the
"Company") and The Bank of New York, as Warrant Agent (successor
in such capacity to Chemical Bank).  This Letter Agreement is
being entered into pursuant to Section 9(b) of the Warrant
Agreement in connection with the merger of a wholly owned
subsidiary of Federated Department Stores, Inc. ("Federated")
with and into the Company (the "Merger"). Unless otherwise
defined herein, terms used herein with initial capital letters
are so used with the respective meanings ascribed thereto in the
Warrant Agreement.

     From and after the effective time of the Merger (the
"Effective Time") until 5:00 p.m., New York City time, on the
Expiration Date, on the terms and subject to the conditions set
forth in the Warrant Agreement, each Warrant will be exercisable
to purchase at the Warrant Price (presently $17.00) 0.27 shares
of Common Stock, par value $0.01 per share, of Federated, subject
to adjustment following the Effective Time in a manner as nearly
equivalent as may be practicable to the adjustments provided for
in Section 9 of the Warrant Agreement.

                              Sincerely,
                              BROADWAY STORES, INC.


                              By:   /s/  John C. Haeckel
                              Name:  John C. Haeckel Title:
                              Executive Vice President

Accepted and Agreed to as of
the Date First Above Written:

THE BANK OF NEW YORK

By:    /s/  Patrick P. Falciglia
Name:  Patrick P. Falciglia
Title: Vice President