EXHIBIT 5.1
                           JONES, DAY, REAVIS & POGUE
                                 599 Lexington
                            New York, New York 10022



                                  May 31, 1995




Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio  45202


                      Re:     Up to $750,000,000 of Debt Securities
                              of Federated Department Stores, Inc.   

Ladies and Gentlemen:

                 We are acting as counsel to Federated Department Stores, Inc.,
a Delaware corporation (the "Company"), in connection with the authorization of
the possible issuance and sale from time to time by the Company of up to
$750,000,000 of certain debt securities of the Company (the "Debt Securities")
to be issued pursuant to the Indenture, dated as of December 15, 1994 (the
"Indenture"), between the Company and First National Bank of Boston, as trustee
(the "Trustee"), as contemplated by the Company's Registration Statement on
Form S-3 transmitted for filing with the Securities and Exchange Commission
(the "Commission") on the date hereof (the "Registration Statement").  Except
as otherwise defined herein, capitalized terms that are defined in the
Registration Statement are used herein as so defined.

                 We have examined such documents, records, and matters of law
as we have deemed necessary for purposes of this opinion.  Based on such
examination and on the assumptions set forth below, we are of the opinion that:

                 1.       The Indenture constitutes a valid and binding
                          instrument of the Company.

                 2.       The Debt Securities have been duly authorized by the
                          Company and, when duly issued and executed by the
                          Company, duly authenticated by the Trustee, and
                          delivered to the purchaser or purchasers thereof upon
                          receipt by the Company of such lawful consideration
                          therefor as the Company's Board of Directors (or a
                          duly authorized committee thereof or a duly
                          authorized officer of the Company) may determine, the
                          Debt Securities will be valid and binding obligations
                          of the Company and will be entitled to the benefits
                          of the Indenture.
Federated Department Stores, Inc.
May 31, 1995
Page 2


                 In rendering the foregoing opinion, we have assumed that (i)
all terms of the Debt Securities not provided for in the Indenture will have
been established in accordance with the provisions of the Indenture and
reflected in appropriate documentation approved by us and, if applicable, duly
executed and delivered by the Company and the Trustee, (ii) the Debt Securities
will be duly executed, authenticated, issued, and delivered in accordance with
the provisions of the Indenture, (iii) the interest rate on the Debt Securities
will not be higher than the maximum lawful rate permitted from time to time
under applicable law, (iv) the Registration Statement, and any amendments
thereto, will have become effective, (v) a Prospectus Supplement describing
each series of Debt Securities offered pursuant to the Registration Statement
will have been filed with the Commission, (vi) all terms of the Debt Securities
not provided for in the Indenture will have been established in accordance with
the authorizing resolutions of the Company's Board of Directors, the Company's
Certificate of Incorporation, and applicable law, (vii) the resolutions
authorizing the Company to register, offer, sell, and issue the Debt Securities
will remain in effect and unchanged at all times during which the Debt
Securities are offered, sold, or issued by the Company, and (viii) all Debt
Securities will be issued in compliance with applicable federal and state
securities laws.

                 In rendering the foregoing opinion, we have relied as to
certain factual matters upon certificates of officers of the Company, and we
have not independently checked or verified the accuracy of the statements
contained therein.  In rendering the foregoing opinion, our examination of
matters of law has been limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware, and the federal laws of the
United States of America, as in effect on the date hereof.

                 We understand that prior to offering for sale any Debt
Securities you will advise us in writing of the terms of such offering and of
such Debt Securities, will afford us an opportunity to review the operative
documents (including the applicable Prospectus Supplement) pursuant to which
the Debt Securities are to be offered, sold, and issued, and will file as an
exhibit to the Registration Statement such supplement or amendment to this
opinion (if any) as we may reasonably consider necessary or appropriate by
reason of the terms of such Debt Securities or any changes in the Company's
capital structure or other pertinent circumstances.

Federated Department Stores, Inc.
May 31, 1995
Page 3


                 We hereby consent to the filing of this opinion as  Exhibit 5.1
to the Registration Statement and to the reference to us in the Prospectus
under the caption "Validity of Debt Securities."

                                                 Very truly yours,

                                                 /s/ Jones, Day, Reavis & Pogue

                                                 Jones, Day, Reavis & Pogue