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FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL
o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligation may	Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP	OMB Number 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response . . . . 0.5
continue. See Instruction 1(b).	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

(Print or Type Responses)

1. Name and Address of Reporting Person*

Cody Thomas G.

2. Issuer Name and Ticker or Trading Symbol

Federated Department Stores, Inc. ("FD")

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

            Director                           10% Owner
      X    Officer (give title              Other (specify below)
               below)
                                  Vice Chair

(Last) (First) (Middle)

c/o Federated Department Stores, Inc.
7 West Seventh Street

3.  IRS Identification
    Number of Reporting
    Person, if an entity
    (Voluntary)

4. Statement for
Month/Day/Year

March 28, 2003

(Street)
Cincinnati Ohio 45202

5. If Amendment,
Date of Original
(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)
_X__Form filed by One Reporting Person
____Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date

(Month/
Day/
Year)

2A.
Deemed Execution Date, if any

(Month/ Day/ Year

3. Trans-
action
Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5))

5. Amount of
Securities
Beneficially
Owned
Following
Reported
Transaction(s)

(Instr. 3 and 4)

6. Ownership
Form: Direct
(D) or Indirect
(I)

(Instr. 4)

7. Nature of
Indirect
Beneficial
Ownership

(Instr. 4)

Code

Amount

(A)
or (D)

Price

Common Stock

950 (1)

By 401(k) Plan

(1) Reflects the withdrawal of the reporting person's balance from his account in the Issuer's 401 (k) plan, and derived by dividing the value of the undivided interest of the reporting person in the applicable investment fund as of March 27, 2003 by $28.57, the stock price as of such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly                                              (Over)
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).                                                                       SEC 1474 (9-02)
                                     Potential persons who are to respond to the collection of information contained in this form are not
                                     required to respond unless the form displays a currently valid OMB control number.

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security (Instr. 3)

2. Conver-
sion or
Exer-
cise
Price of
Deriv-
ative
Secur-
ity

3. Trans-
action
Date
(Month/
Day/
Year)

3A. Deemed Execution Date, if any

(Month/ Day/ Year)

4.
Trans-
action
Code
(Instr.
8)

5. Number of
Deriv-
ative
Securities
Acquired
(A) or
Disposed
of (D)
(Instr. 3, 4,
and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/
Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of Deriv-
ative
Secur-
Ities
Bene-
ficially
Owned
Follow-
ing
Reported
Trans-
action(s)
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Secu-
Rity:
Direct
(D) or
Indirect
(I)
(Instr.
4)

11. Na-
ture
of In-
direct
Bene-
ficial
Own-
ership
(Instr.
4)

Code

(A)

(D)

Date
Exer-
cis-
able

Expi-
ration
Date

Title

Amount or Number of Shares

Option to Purchase
Common Stock

$28.57

03/28/03

65,000

(2)

3/28/13

Common

65,000

Explanation of Responses:

(2) Grant to reporting person of options to purchase 65,000 shares of common stock under the Issuer's 1995 Executive Equity Incentive Plan. The options become exercisable in 25% increments on March 28, 2004, March 28, 2005, March 28, 2006 and March 28, 2007, respectively.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                                By:    /s/ Padma Tatta Cariappa                                                   3/28/03
                                                                                                       ** Padma Tatta Cariappa as attorney-in-fact                           Date
                                                                                                           for Thomas G. Cody pursuant to a Power of Attorney
Note: File three copies of this Form, one of which must be manually signed.
          If space provided is insufficient, see Instruction 6 for procedure.                                                                                            Page 2
Potential persons who are to respond to the collection of information contained in this form are not
Required to respond unless the form displays a currently valid OMB Number.