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                                                                Exhibit 4.5.1




                       SUPPLEMENTAL  INDENTURE  TO SENIOR
                     CONVERTIBLE  DISCOUNT  NOTE  INDENTURE
                     --------------------------------------

                 This Supplemental Indenture to Senior  Convertible Discount
Note Indenture (this "Supplemental Indenture") dated as of December 19, 1994 is
between Federated Department Stores, Inc., a Delaware corporation and the
surviving entity of the merger of Federated  Department Stores, Inc.
("Federated") into R.H. Macy & Co., Inc. ("Macy") (the "Combined Company"), and
The First National Bank of Boston, as trustee for the holders of the Senior
Convertible Discount Notes due February 15, 2004 (the "Trustee").

PRELIMINARY  STATEMENTS:
- - -----------------------

         A.  In a merger  (the "Merger") that satisfies the conditions of
Section 11.01 of the Convertible Note Indenture (as hereinafter defined),
Federated merged with and into Macy pursuant to and in the manner described in
the Disclosure Statement of R. H. Macy & Co., Inc. and Certain of Its
Subsidiaries dated, and filed with the United States Bankruptcy Court for the
Southern District of New York on, August 31, 1994.

         B.  Pursuant to the terms of the Merger, holders of the Common Stock
received one share of common stock of the Combined Company for each share of
Common Stock held immediately prior to the consummation of the Merger.

         C.  Pursuant to Section 14.05 of the Convertible Note Indenture, the
Combined Company and the Trustee are required to execute and deliver this
Supplemental Indenture, in a form satisfactory of the Trustee.

         D.  In consideration of the premises and to comply with Section 14.05
of the Convertible Note Indenture, the Combined Company and the Trustee hereby
agree as follows:

         Section 1. DEFINED TERMS.  Capitalized terms used and not otherwise
defined herein have the meanings assigned such terms in the Indenture dated as
of April 8, 1993 (as heretofore amended, waived or otherwise modified, the
"Convertible Note Indenture") between Federated and the Trustee.

         Section 2. AMENDMENT TO CONVERTIBLE NOTE INDENTURE.  Simultaneously
with the consummation of the Merger, each reference to the "Company" in the
Convertible Note Indenture will be deemed to refer to the "Combined Company".

         Section 3. GOVERNING LAW; SEVERABILITY.  This Supplemental Indenture
will be governed by, and construed in accordance with, the laws of the State of
New York without regard to the principles thereof relating to conflict of laws.
Wherever possible, each provision of this Supplemental Indenture will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Supplemental Indenture is prohibited by or invalid
under applicable law, such provision will be ineffective to the extent of such
prohibition or invalidity,
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without invalidating the remainder of such provision or the remaining
provisions of this Supplemental Indenture.

         Section 4. RATIFICATION.  The Convertible Note Indenture as hereby
supplemented is in all respects ratified and confirmed, and all of the rights
and powers created thereby or thereunder shall be and remain in full force and
effect.

         Section 5. SECTION TITLES.  The Section titles contained in this
Supplemental Indenture are and will be without substantive meaning or content
of any kind whatsoever and shall not effect the construction of this
Supplemental Indenture.

         Section 6. SUCCESSORS AND ASSIGNS.  This Supplemental Indenture shall
be binding upon the Combined Company and its successors and assigns.

                 IN WITNESS WHEREOF, the undersigned have caused this
Supplemental Indenture to be executed by its duly authorized officer as of the
date first above written.

                      FEDERATED  DEPARTMENT  STORES,  INC.



                      By:/s/ Dennis J. Broderick
                         ---------------------------------------
                          Name: Dennis J. Broderick
                          Title: Senior Vice President, Secretary 
                                 and General Counsel


                      THE  FIRST  NATIONAL  BANK OF  BOSTON,
                      AS TRUSTEE


                      By:/s/ Roland S. Gustafsen
                         ---------------------------------------
                          Name: Roland S. Gustafsen
                          Title: Senior Account Manager