Exhibit 5


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




                        January 16, 1998


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


                 Re:  1992 Incentive Bonus 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 pursuant to the
above-referenced plan (the "Plan") of up to 200,000
shares of Common Stock, par value $0.01 per share, of
the Company (the "Shares") to be 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 pursuant to the Plan, when issued 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,
                                
                                /s/ Dennis J. Broderick
                                
                                Dennis J. Broderick
                                General Counsel