[Letterhead of Dennis J. Broderick,
                       Senior Vice President,
                    General Counsel and Secretary]






                                   March 24, 1997



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


            Re:  Director Deferred Compensation Plan


Ladies and Gentlemen:
   
        In my capacity as General Counsel of Federated
Department Stores, Inc., a Delaware corporation (the
"Company"), I have acted as counsel for the Company in
connection with the proposed issuance and sale pursuant to
the above-referenced plan (the "Plan") of up to 75,000
shares of Common Stock, par value $0.01 per share, of the
Company (the "Shares") registered under the Securities Act
of 1933, as amended, pursuant to a Registration Statement on
Form S-8 (the "Registration Statement").
    
        I have examined the Plan and such other documents,
records and matters of law as I have deemed necessary for
purposes of this opinion.  Based upon the foregoing, I am of
the opinion that the shares that may be issued and sold
pursuant to the Plan, when issued and sold in accordance
with the Plan and appropriate forms of agreements and other
documentation contemplated thereby, will be duly authorized,
validly issued, fully paid and nonassessable.

        I hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.

                                Very truly yours,
                                
                                
                                
                                Dennis J. Broderick
                                General Counsel