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Exhibit 10.25

FEDERATED DEPARTMENT STORES, INC.

$400,000,000

COMMERCIAL PAPER

PRIVATE PLACEMENT MEMORANDUM

THE NOTES DESCRIBED HEREIN (THE "NOTES") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE
SECURITIES LAWS, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE
WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER
THEREOF WILL BE DEEMED TO REPRESENT THAT IT HAS BEEN AFFORDED AN OPPORTUNITY TO
INVESTIGATE MATTERS RELATING TO THE ISSUER AND THE NOTES, THAT IT IS NOT
ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND THAT IT IS
EITHER (A) AN INSTITUTIONAL INVESTOR OR HIGHLY SOPHISTICATED INDIVIDUAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR" OR "SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR" RESPECTIVELY) WITH SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE RISKS OF AN INVESTMENT IN
THE NOTES AND THAT EITHER IT IS PURCHASING NOTES FOR ITS OWN ACCOUNT, IS A U.S.
BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN
ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE ACT)
ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY, OR IS A FIDUCIARY OR AGENT
(OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR
ONE OR MORE ACCOUNTS EACH OF WHICH IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR
OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR (a) WHICH ITSELF POSSESSES SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT SUCH PURCHASER
IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE NOTES, OR
(b) WITH RESPECT TO WHICH SUCH PURCHASER HAS SOLE INVESTMENT DISCRETION; OR (B)
A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER
THE ACT WHICH IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE
ACCOUNTS, EACH OF WHICH IS A QIB AND WITH RESPECT TO EACH OF WHICH THE PURCHASER
HAS SOLE INVESTMENT DISCRETION; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE
THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF
SECTION 5 OF THE ACT PROVIDED BY RULE 144A. BY ITS ACCEPTANCE OF A NOTE, THE
PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER
TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE ACT EITHER (1) TO THE ISSUER OR TO CITICORP SECURITIES, INC. OR LEHMAN
BROTHERS INC. OR ANOTHER PERSON DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT
FOR THE NOTES (COLLECTIVELY THE "PLACEMENT AGENTS"), NONE OF WHICH SHALL HAVE
ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN
INSTITUTIONAL ACCREDITED INVESTOR OR HIGHLY SOPHISTICATED INDIVIDUAL INVESTOR OR
A QIB BY A PLACEMENT AGENT, OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE
REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.

-------------------------
PLACEMENT AGENTS
CITICORP SECURITIES, INC.
LEHMAN BROTHERS INC.

THIS PRIVATE PLACEMENT MEMORANDUM IS CONFIDENTIAL AND HAS BEEN PREPARED BY
FEDERATED DEPARTMENT STORES, INC. (THE "COMPANY") SOLELY FOR USE IN CONNECTION
WITH THE OFFERING OF NOTES DESCRIBED HEREIN. THIS PRIVATE PLACEMENT MEMORANDUM
IS PERSONAL TO THE RECIPIENT HEREOF AND DOES NOT CONSTITUTE AN OFFER TO ANY
OTHER PERSON OR TO THE PUBLIC GENERALLY TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE
THE NOTES. DISTRIBUTION OF THIS PRIVATE PLACEMENT MEMORANDUM TO ANY OTHER PERSON
OR TO THE PUBLIC GENERALLY TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE NOTES IS
UNAUTHORIZED, AND ANY DISCLOSURE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. EACH RECIPIENT, BY ACCEPTING
DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM, AGREES TO THE FOREGOING AND TO
MAKE NO PHOTOCOPIES OF THIS PRIVATE PLACEMENT MEMORANDUM OR ANY DOCUMENTS
REFERRED TO HEREIN.

THE NOTES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL, STATE OR FOREIGN SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT REVIEWED OR PASSED ON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FEDERATED DEPARTMENT STORES, INC.

SUMMARY OF TERMS
----------------

ISSUER: Federated Department Stores, Inc.
("Federated" or the "Company"), a corporation
incorporated under the laws of Delaware.

PROGRAM SIZE: Authorized to a maximum outstanding of
$400,000,000.

PLACEMENT AGENTS: Citicorp Securities, Inc. and Lehman Brothers Inc.

SECURITIES: Unsecured notes (the "Notes"), ranking pari
passu with all other unsecured and unsubordinated
indebtedness of the Company.

RATINGS: S&P Moody's
--- -------

Commercial Paper Not Rated Not Rated
Senior Secured BB+ n/a
Senior Unsecured BB- Bal
Subordinated Unsecured BB- Ba3

EXEMPTION: The Notes are exempt from registration under the
Securities Act of 1933, as amended, pursuant to
Section 4(2), and cannot be resold unless
registered or an exemption from registration is
available.

OFFERING PRICE: Par less a discount representing an interest
factor, or if interest bearing, at par.

DENOMINATIONS: Minimum of $250,000.

MATURITIES: Up to 270 days from date of issue.

REDEMPTION: The Notes will not be redeemed prior to maturity
or be subject to voluntary prepayment.

FORM: Each Note will be evidenced by (i) a note
certificate issued in bearer form or (ii) a
master note registered in the name of the
nominee of The Depository Trust Company
("DTC"). The master note (the "Book-Entry
Note") will be deposited with the Issuing and
Paying Agent as subcustodian for DTC or its
successor. DTC will record, by appropriate
entries on its book-entry registration and
transfer system, the respective amounts payable
in respect of the Book-Entry Note. Payments by
DTC participants to purchasers for whom a DTC
participant is acting as agent in respect of the
Book-Entry Note will be governed by the standing
instructions and customary practices under which
securities are held at DTC through DTC
participants.

SETTLEMENT: Unless otherwise agreed to, same day basis, in
immediately available funds.

ISSUING AND PAYING AGENT: Citibank, N.A.
399 Park Avenue
New York, NY 10043

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BUSINESS
--------

The Company is one of the leading operators of full-line department stores in
the United States, with 409 department stores in 33 states as of November 2,
1996. The Company's department stores sell a wide range of merchandise,
including men's, women's and children's apparel and accessories, cosmetics, home
furnishings and other consumer goods, and are diversified by size of store,
merchandising character and character of community served. The Company's
department stores are located at urban or suburban sites, principally in densely
populated areas across the United States. The Company also operates more than
150 specialty stores under the names "Aeropostale" and "Charter Club," and a
mail order catalog business under the name "Bloomingdale's By Mail."

The following table sets forth certain information with respect to each of the
Company's retail operating divisions:

February 3, 1996
--------------------------------
Number of Gross
Stores Square Feet(a)
------------ -------------
(thousands)

Bloomingdale's . . . . . . . . 17 4,689

The Bon Marche . . . . . . . . . 41 4,960

Burdines . . . . . . . . . . . . . 47 7,884

Macy's East . . . . . . . . . . . 89 23,355

Macy's West . . . . . . . . . . . 116 22,518

Rich's/Lazarus/Goldsmith's. . 75 14,672

Stern's . . . . . . . . . . . . . 27 5,425

Macy's Specialty . . . . . . . . . 153 555
--------- -----------

Total . . . . . . . . . . . . . 565 84,058
========= ============
<FN>

(a) Reflects total square footage of store locations, including
office, storage, service and other support space that is not
dedicated to direct merchandise sales, but excluding warehouses
and distribution terminals not located at store sites.

In general, each of the Company's retail operating divisions is a separate
subsidiary of the Company. However, the Macy's West division and the
Rich's/Lazarus/Goldsmith's division each comprises three separate subsidiaries
of the Company.

The Company and its predecessors have been operating department stores since
1830. Federated was organized as a Delaware corporation in 1929. On February 4,
1992, Allied Stores Corporation ("Allied") was merged into Federated. On May 26,
1994, Federated acquired Joseph Horne Co., Inc. pursuant to a subsidiary merger.
On December 19, 1994, Federated acquired R. H. Macy & Co., Inc. ("Macy's")
pursuant to a merger. On October 11, 1995, the Company acquired Broadway Stores,
Inc. ("Broadway")

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pursuant to a subsidiary merger, with the results of operations of Broadway
being included in the Company's results of operations since July 29, 1995.

Federated, Allied and substantially all of their respective subsidiaries
(collectively, the "Federated/Allied Companies") were reorganized under chapter
11 of the United States Bankruptcy Code pursuant to a plan of reorganization
which became effective on February 4, 1992. Macy's and substantially all of its
subsidiaries (the "Macy's Debtors") were reorganized under chapter 11 of the
United States Bankruptcy Code pursuant to a plan of reorganization which became
effective on December 19, 1994. Broadway was reorganized under chapter 11 of the
United States Bankruptcy Code pursuant to a plan of reorganization which became
effective on October 8, 1992. For additional information regarding the
respective reorganization proceedings of the Federated/Allied Companies, the
Macy's Debtors and Broadway, see Item 3 "Legal Proceedings," the Company's
Annual Report Form 10-K for the period ended February 3,1996.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------------------
39 Weeks Ended 39 Weeks Ended 52 Weeks Ended 52 Weeks Ended
November 2, 1996 October 28, 1995 February 3, 1996 January 28, 1995
--------------------- ------------------- --------------------- -------------------
(millions, except share data)

Net Sales $ 10,194 $ 9,784 $ 15,049 $ 8,316

Operating Income
Excluding unusual items(1) 539 355 982 635

% of Sales 5.3% 3.6% 6.5% 7.6%

EBITDA (2) 941 720 1,479 921

% of Sales 9.2% 7.4% 9.8% 11.1%

Net Income (1)
Excluding Unusual Items 111 (26) 269 239
Including Unusual Items (23) (170) 75 188

Earnings Per Share(1)
Excluding Unusual Items $ .53 $ (.14) $ 1.40 $ 1.80
Including Unusual Items $ (.11) $ (.91) $ .39 $ 1.41

The foregoing information is qualified in its entirety by reference to the reports and information described below under the
"Available Information."

<FN>

- ------------------------------
(1) Unusual items represent business and consolidation expenses for all periods and the charitable contribution to the
Federated Department Stores Foundation in 1995.

(2) EBITDA represents earnings before interest, taxes, depreciation, amortization, and unusual items.

BANK FACILITIES
- ---------------

The Company maintains bank borrowing facilities sufficient to support the
commercial paper outstanding.

AVAILABLE INFORMATION
- ---------------------

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information may be
inspected without charge at the public reference facilities maintained by the
Commission at 450 Fifth Street, NW, Washington, D.C. 20549, and at the Regional
Offices of the Commission. Copies thereof may be obtained from the Commission
upon payment of the prescribed fees. If available, such reports and other
information may also be accessed through the Commission's electronic data
gathering, analysis and retrieval system ("EDGAR") via electronic means,
including the Commission's web site on the Internet (http://www.sec.gov). The
Company will provide without charge to each purchaser of the Notes, upon oral or
written request, a copy of any and all documents filed by the Company with the
Commission and any and all publicly available financial information. The
Company, Citicorp Securities, Inc. and Lehman Brothers Inc. are offering the
opportunity to each prospective purchaser prior to purchasing any Notes, to ask
questions of, and receive answers from, the Company, Citicorp Securities, Inc.
and Lehman Brothers Inc. concerning the offering of the Notes and to obtain any
relevant information to the extent the information is not confidential or
non-public information and to the extent the Company, Citicorp Securities, Inc.
or Lehman Brothers Inc. possesses such information or can acquire it without
unreasonable effort or expense.

Requests should be directed to: Susan Robinson, Investor Relations, Federated
Department Stores, Inc., 7 West Seventh Street, Cincinnati, Ohio 45202,
telephone (513) 579-7028. Any other questions can be directed to Christopher J.
Kulusic at Citicorp Commercial Paper Investor Marketing, 399 Park Avenue, 11th
Floor/ Zone 13, New York, New York 10043, telephone (212) 559-8617 or Michele
Mahoney at Lehman Brothers Inc., 3 World Financial Center, New York, New York
10285-1200, telephone (212)526-6092.

As consideration for the Placement Agents' services in connection with the sales
of the Notes, the Company has agreed to pay compensation to the Placement Agents
which may be in the form of discounts. Compensation of the Placement Agents may
be deducted from the sale proceeds of the Notes prior to remittance to the
Company or the Depositary. The Company has agreed to indemnify the Placement
Agents and their affiliates for certain liabilities, including certain
liabilities under the Act, and to contribute to payments the Placement Agents
may be required to make in respect thereof.

CITICORP SECURITIES, INC. AND LEHMAN BROTHERS INC. MAY FROM TIME TO TIME ACT AS
UNDERWRITERS FOR PUBLIC OFFERINGS OF, OR MAKE A MARKET FOR, SECURITIES OF THE
COMPANY OR ITS AFFILIATES AND MAY HAVE A LONG OR SHORT POSITION IN SUCH
SECURITIES. ALTHOUGH CITICORP SECURITIES, INC. AND LEHMAN BROTHERS INC. MAY
PURCHASE AND SELL, AS PRINCIPAL OR AGENT, OUTSTANDING COMMERCIAL PAPER OF THE
COMPANY, CITICORP SECURITIES, INC. AND LEHMAN BROTHERS INC. ASSUME NO OBLIGATION
TO PURCHASE OR MAKE A MARKET IN ANY SUCH OUTSTANDING COMMERCIAL PAPER.

Citicorp Securities, Inc. and certain of its affiliates have provided from time
to time, and expect to provide in the future, investment and commercial banking
services to the Company and certain of its affiliates in the ordinary course of
business.

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Citicorp Securities, Inc. is a wholly owned subsidiary of Citicorp and is a
broker-dealer registered with the Securities and Exchange Commission and a
member of the National Association of Securities Dealers, Inc.

Citicorp Securities, Inc. is not a bank and is a separate corporate entity from
Citibank, N.A. and other banks and thrifts which are subsidiaries of Citicorp.
Unless otherwise stated as the case, the securities sold, offered, or
recommended by Citicorp Securities, Inc. are not deposits, are not insured by
the Federal Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation, are not guaranteed by a bank or thrift affiliated with
Citicorp Securities, Inc. and are not otherwise an obligation or responsibility
of such an affiliated bank or thrift.