Registration No. 33-85480 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ R. H. MACY & CO., INC. (Former name of registrant under which Registration Statement was filed) FEDERATED DEPARTMENT STORES, INC. (Exact name of registrant as specified in its charter) DELAWARE 5311 13-3324058 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Identification incorporation Classification Code Number) or organization) Number) _______________ 151 WEST 34TH STREET NEW YORK, NEW YORK 10001 (201) 438-1400 -and- 7 WEST SEVENTH STREET CINCINNATI, OHIO 45202 (513) 579-7000 (Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices) _________________ RONALD W. TYSOE VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER FEDERATED DEPARTMENT STORES, INC. 7 WEST SEVENTH STREET CINCINNATI, OHIO 45202 (513) 579-7000 (Name, address, including ZIP Code, and telephone number, includ ing area code, of agent for service) _________________ Please send a copy of all communications to: ROBERT A. PROFUSEK, ESQ. JONES DAY, REAVIS & POGUE 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 (212) 326-3939 If the Securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. /__/ Pursuant to the undertaking contained in Item 22 of this Registration Statement, the Registrant hereby deregisters all of the shares of Common Stock, par value $.01 per share, of the Registrant originally registered by this Registration Statement that were not issued in connection with the Federated/Macy's Merger which was the subject of this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio on June 20, 1995. FEDERATED DEPARTMENT STORES, INC. By /s/ Ronald W. Tysoe Ronald W. Tysoe Principal Financial Officer Pursuant to the requirements of the Securities Act of 1933, this post- effective amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on June 20, 1995. Signature Title * Principal Executive Officer Allen I. Questrom and Director /s/ Ronald W. Tysoe Principal Financial Officer Ronald W. Tysoe and Director * Principal Accounting John E. Brown Officer * Director Robert A. Charpie * Director Lyle Everingham * Director Meyer Feldberg * Director Earl G. Graves, Sr. * Director George V. Grune * Director G. William Miller * Director Joseph Neubauer * Director Karl M. von der Heyden * Director Marna C. Whittington * Director James M. Zimmerman * The undersigned, by signing his name hereto, does sign and execute this post-effective amendment to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons. /s/ Ronald W. Tysoe Ronald W. Tysoe Attorney-in-Fact