EXHIBIT 99.2


                       EXCHANGE OFFER FOR ALL OUTSTANDING
                           6.30% SENIOR NOTES DUE 2009
                                       AND
                        6.90% SENIOR DEBENTURES DUE 2029
                                       OF
                        FEDERATED DEPARTMENT STORES, INC.

                 PURSUANT TO THE PROSPECTUS DATED ________, 1999



To:  Brokers, Dealers, Commercial Banks,
     Trust Companies, and Other Nominees:

     Federated Department Stores, Inc. (the "Company") is offering, upon the
terms and subject to conditions set forth in the Prospectus, dated ________ __,
1999 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange its 6.30% Senior Notes due 2009 which have been
registered under the Securities Act of 1933 for a like principal amount of its
outstanding 6.30% Senior Notes due 2009 (the "Original Notes"), and to exchange
its 6.90% Senior Debentures due 2029 which have been registered under the
Securities Act of 1933 for a like principal amount of its outstanding 6.90%
Senior Debentures due 2029 (the "Original Debentures" and, together with the
Original Notes, the "Original Securities"). The Exchange Offer is being made in
order to satisfy certain obligations of the Company contained in the
Registration Rights Agreement, dated March 18, 1999, by and among the Company
and the initial purchasers of the Original Securities from the Company.

     Please forward to your clients for whose accounts you hold Original
Securities registered in your name or in the name of your nominee copies of the
following enclosed documents:

     1.  Prospectus dated ________ ___, 1999;

     2. The Letter of Transmittal to tender Original Securities for your use and
for the information of your clients;

     3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if the other procedures for tendering Original Securities set forth in the
Prospectus cannot be completed on a timely basis;

     4. A form of letter which may be sent to your clients for whose account you
hold Original Securities registered in your name or the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Exchange Offer;

     5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

     6. Return envelopes addressed to Citibank, N.A., the Exchange Agent for the
Exchange Offer.

     YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON ________ __, 1999, UNLESS EXTENDED BY THE COMPANY
(THE "EXPIRATION DATE"). ORIGINAL SECURITIES TENDERED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal, with any required signature guarantees and any
other required documents, should be sent to the Exchange Agent and certificates
representing the Original Securities should be delivered to the Exchange Agent,
all in accordance with the instructions set forth in the Letter of Transmittal
and the Prospectus.

     If holders of Original Securities desire to tender their Original
Securities, but it is impracticable for them to deliver the certificates for
such Original Securities or other required documents or to complete the
procedures for book-entry transfer prior to the Expiration Date, a tender may be
effected by following the guaranteed delivery procedures described in the
Prospectus under the caption "The Exchange Offer-Guaranteed Delivery
Procedures."

     The Company will, upon request, reimburse brokers, dealers, commercial
banks, and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related 



documents to the beneficial owners of Original Securities held by them as
nominee or in a fiduciary capacity. The Company will pay or cause to be paid all
stock transfer taxes applicable to the exchange of Original Securities pursuant
to the Exchange Offer, except as set forth in Instruction 6 of the Letter of
Transmittal.

     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to Citibank,
N.A., the Exchange Agent for the Exchange Offer, at its address and telephone
number set forth on the front of the Letter of Transmittal.

                                              Very truly yours,

                                              FEDERATED DEPARTMENT STORES, INC.


     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures



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