SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                                     
                            -------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934



                       Date of Report:  September 26, 1995


                        FEDERATED DEPARTMENT STORES, INC.

                     1440 Broadway, New York, New York 10018
                                 (212) 840-1440

                                      -and-

                  7 West Seventh Street, Cincinnati,Ohio 45202
                                 (513) 579-7000




              Delaware                  1-13536             13-3324058          
       -------------------------------------------------------------------------
       (State of Incorporation)   (Commission File No.)    (IRS Id. No.)











                             Exhibit Index on Page 4


Item 5.  Other Events
         ------------

     This Current Report on Form 8-K is being filed with the Securities and
Exchange Commission by Federated Department Stores, Inc. ("Federated") for
the purpose of filing the Underwriting Agreement, dated as of September 22, 
1995, between Federated and the underwriters named therein and the form of 
Fourth Supplemental Indenture, dated as of September 27, 1995, between 
Federated and the First National Bank of Boston, as Trustee, as exhibits 
hereto.


Item 7.  Financial Statements, Pro Forma Financial
         -----------------------------------------
         Information and Exhibits.
         -------------------------

The following exhibits are filed herewith:

1.   Underwriting Agreement, dated as of September 22, 1995, between Federated
     Department Stores, Inc. and the underwriters named therein.

4.   Form of Fourth Supplemental Trust Indenture, dated as of September 27, 
     1995, between Federated Department Stores, Inc. and The First National 
     Bank of Boston, as Trustee.













                                   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              FEDERATED DEPARTMENT STORES, INC.




Date:  September 26, 1995     By: /s/ Dennis J. Broderick   
                                 ---------------------------
                                 Dennis J. Broderick
                                 Senior Vice President,
                                 General Counsel and
                                 Secretary


                                  EXHIBIT INDEX
                                  -------------



  Exhibit
  Number                    Description                    Page
  ------                    -----------                    ----




  1.   Underwriting Agreement, dated as of September 22, 1995, between 
       Federated Department Stores, Inc. and the underwriters named therein.

  4.   Form of Fourth Supplemental Trust Indenture, dated as of September 27, 
       1995, between Federated Department Stores, Inc. and The First National 
       Bank of Boston, as Trustee.