Exhibit 25.1

Form T-1 Statement of Eligibility

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

Earl W. Dennison Jr.
U.S. Bank National Association
One Federal Street, 3^rd Floor
Boston, MA 02110
(617) 603-6567
(Name, address and telephone number of agent for service)
FEDERATED RETAIL HOLDINGS, INC.
(Issuer with respect to the Securities)

New York		43-0398035
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7 West Seventh Street
Cincinnati, Ohio		45202
(Address of Principal Executive Offices)		(Zip Code)

Debt Securities
(Title of the Indenture Securities)

FEDERATED DEPARTMENT STORES, INC.
(Guarantor with respect to the Securities)

Delaware		13-3324058
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7 West Seventh Street
Cincinnati, Ohio		45202
(Address of Principal Executive Offices)		(Zip Code)

FORM T-1

Item 1.		GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b)

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.		AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15		Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.		LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

	1.		A copy of the Articles of Association of the Trustee.*
	2.		A copy of the certificate of authority of the Trustee to commence business.*
	3.		A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
	4.		A copy of the existing bylaws of the Trustee.*
	5.		A copy of each Indenture referred to in Item 4. Not applicable.
	6.		The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
	7.		Report of Condition of the Trustee as of March 31, 2006 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts, on October 19, 2006.

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: October 19, 2006

Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2006

($000’s)

		6/30/2006
Assets
Cash and Due From Depository Institutions		$	7,250,783
Securities			38,280,379
Federal Funds			3,206,234
Loans & Lease Financing Receivables			138,643,464
Fixed Assets			1,738,725
Intangible Assets			11,772,884
Other Assets			11,661,480
Total Assets		$	212,553,949
Liabilities
Deposits		$	135,429,440
Fed Funds			9,690,491
Treasury Demand Notes			0
Trading Liabilities			370,355
Other Borrowed Money			32,369,084
Acceptances			0
Subordinated Notes and Debentures			6,909,696
Other Liabilities			6,518,843
Total Liabilities		$	191,287,909
Equity
Minority Interest in Subsidiaries		$	1,033,230
Common and Preferred Stock			18,200
Surplus			11,804,040
Undivided Profits			8,410,170
Total Equity Capital		$	21,265,640
Total Liabilities and Equity Capital		$	212,553,549

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

Date: October 19, 2006