content: <PAGE>   1
       As filed with the Securities and Exchange Commission on April 27, 1999
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                    ------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                    ------------
  
                          FEDERATED DEPARTMENT STORES, INC.
  
                                151 WEST 34TH STREET
                              NEW YORK, NEW YORK 10001
                                   (212) 494-1601
  
                                        -and-
  
          DELAWARE               7 WEST SEVENTH STREET           13-3324058
  (State of incorporation)     CINCINNATI, OHIO  45202        (I.R.S. Employer
                                   (513) 579-7000           Identification Number)
  
     THE NONQUALIFIED STOCK OPTION AGREEMENTS, EACH DATED AS OF MARCH 19, 1999,
                BETWEEN FEDERATED DEPARTMENT STORES, INC. AND EACH OF
            TERRY HUGHES, WILLIAM J. LANSING, JEFF LEWIS, RACHEL O'BRIEN,
                         MICHAEL P. SHERMAN AND RICHARD TATE
  
  
               RESTRICTED STOCK AGREEMENT, DATED AS OF MARCH 19, 1999,
                    BETWEEN FEDERATED DEPARTMENT STORES, INC. AND
                                 WILLIAM J. LANSING
  
            COPIES OF NOTICES AND OTHER COMMUNICATIONS SHOULD BE SENT TO:
  
  <TABLE>
  <S>                                                                 <C>
                     DENNIS J. BRODERICK, ESQ.                          MARK E. BETZEN, ESQ.
     SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY             JONES, DAY, REAVIS & POGUE
                 FEDERATED DEPARTMENT STORES, INC.                    2300 TRAMMELL CROW CENTER
                      7 WEST SEVENTH STREET                               2001 ROSS AVENUE
                     CINCINNATI, OHIO  45202                            DALLAS, TEXAS  75201
                           (513) 579-7000                                   (214) 220-3939
  </TABLE>
  
  
                                    ------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =================================================================================================================================
  Title of
  Securities to                                        Amount to be    Offering Price          Aggregate            Amount of
  be Registered                                       Registered(2)     per Share(3)       Offering Price(3)   Registration Fee(4)
  ---------------------------------------------------------------------------------------------------------------------------------
  <S>                                                 <C>              <C>                 <C>                 <C>      
  Common Stock, par value $0.01 per share(1).......      400,864          $20.34             $8,151,762.34          $2,266.19
  =================================================================================================================================
  </TABLE>
  
  
     (1) Includes rights to purchase Series A Junior Participating Preferred
         Stock. Prior to the occurrence of certain events, such rights will not be
         evidenced separately from the common stock.
  
     (2) Represents 316,202 shares issuable upon exercise of stock options granted
         pursuant to the Nonqualified Stock Option Agreements referred to above
         and 84,662 restricted shares granted pursuant to the Restricted Stock
         Agreement referred to above. Pursuant to Rule 416, there are registered
         hereunder such indeterminate number of additional shares as may become
         issuable (a) upon the exercise of the options as a result of the
         antidilution provisions contained in the Nonqualified Stock Option
         Agreements or (b) with respect to the restricted shares upon a stock
         split, stock dividend, or similar transaction.
  
     (3) The aggregate offering price represents the sum of (a) the aggregate
         price payable upon the exercise of the options and (b) the product of the
         average of the high and low sale prices of a share of Federated common
         stock on the Composite Tape of The New York Stock Exchange on April 23,
         1999 and the number of restricted shares offered hereby. The offering
         price per share represents the quotient obtained by dividing the
         aggregate offering price by the number of shares registered hereby.
  
     (4) Computed in accordance with paragraphs (c) and (h) of Rule 457.
  
  ================================================================================
  
  <PAGE>   2
  
  
                                       PART II
  
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
          The documents specified below, which have been or are to be filed by
  Federated Department Stores, Inc. with the Securities and Exchange Commission,
  are incorporated by reference into this registration statement. The information
  contained in those documents is considered to be part of this registration
  statement, except that the information contained in later-dated documents will
  supplement, modify, or supersede, as applicable, the information contained in
  earlier-dated documents.
  
          Federated incorporates by reference into this registration statement the
  documents listed below and all documents filed by Federated with the Commission
  under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
  after the date of this registration statement and prior to the filing of a
  post-effective amendment that indicates that all securities offered by this
  registration statement have been sold or that deregisters all such securities
  then remaining unsold:
  
          o      Federated's annual report on Form 10-K for the fiscal year ended
                 January 30, 1999;
  
          o      Federated's current report on Form 8-K dated March 18, 1999; and
  
          o      The description of Federated's common stock contained in a
                 registration statement on Form 8-A (Commission File No. 1-13536)
                 filed with the Commission on December 12, 1994 pursuant to
                 Section 12(b) of the Exchange Act.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Federated's certificate of incorporation provides, as do the charters
  of many other publicly held companies, that the personal liability of directors
  of Federated to Federated is eliminated to the maximum extent permitted by
  Delaware law. Federated's certificate of incorporation and by-laws provide for
  the indemnification of the directors, officers, employees, and agents of
  Federated and its subsidiaries to the full extent permitted by Delaware law from
  time to time and, in the case of the by-laws, for various procedures relating
  thereto. Certain provisions of Federated's certificate of incorporation protect
  Federated's directors against personal liability for monetary damages resulting
  from breaches of their fiduciary duty of care. Federated's certificate of
  incorporation absolves directors of liability for negligence in the performance
  of their duties, including gross negligence. However, Federated's directors
  remain liable for breaches of their duty of loyalty to Federated and its
  stockholders, as well as for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law and transactions
  from which a director derives improper personal benefit. Federated's certificate
  of incorporation also does not absolve directors of liability under Section 174
  of the General Corporation Law of the State of Delaware, which makes directors
  personally liable for unlawful dividends or unlawful stock repurchases or
  redemptions in certain circumstances and expressly sets forth a negligence
  standard with respect to such liability.
  
           Under Delaware law, directors, officers, employees, and other
  individuals may be indemnified against expenses (including attorneys' fees),
  judgments, fines, and amounts paid in settlement in connection with specified
  actions, suits, or proceedings, whether civil, criminal, administrative, or
  investigative (other than an action by or in the right of the corporation -- a
  "derivative action") if they acted in good faith and in a manner they reasonably
  believed to be in or not opposed to the best interests of the corporation and,
  with respect to any criminal action or proceeding, had no reasonable cause to
  believe their conduct was unlawful. A similar standard of conduct is applicable
  in the case of a derivative action, except that indemnification only extends to
  expenses (including attorneys' fees) incurred in connection with defense or
  settlement of such an action and Delaware law requires court approval before
  there can be any indemnification of expenses where the person seeking
  indemnification has been found liable to the corporation.
  
                                         -2-
  
  <PAGE>   3
  
  
  
           Federated's certificate of incorporation provides, among other things,
  that each person who was or is made a party to, or is threatened to be made a
  party to, or is involved in, any action, suit, or proceeding by reason of the
  fact that he or she is or was a director or officer of Federated (or was serving
  at the request of Federated as a director, officer, employee, or agent for
  another entity), will be indemnified and held harmless by Federated to the full
  extent authorized by Delaware law against all expense, liability, or loss
  (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
  and amounts to be paid in settlement) reasonably incurred by such person in
  connection therewith. The rights conferred thereby will be deemed to be contract
  rights and will include the right to be paid by Federated for the expenses
  incurred in defending the proceedings specified above in advance of their final
  disposition.
  
           Federated's by-laws provide for, among other things, (1) the
  indemnification by Federated of its directors and officers to the extent
  described above, (2) the advancement of attorneys' fees and other expenses, and
  (3) the establishment, upon approval by the board of directors, of trusts or
  other funding mechanisms to fund Federated's indemnification obligations.
  
           As authorized by its certificate of incorporation, Federated has
  entered into indemnification agreements with each of its directors and officers.
  These indemnification agreements provide for, among other things, (1) the
  indemnification by Federated of the indemnitees thereunder to the extent
  described above, (2) the advancement of attorneys' fees and other expenses, and
  (3) the establishment, upon approval by Federated's board of directors, of
  trusts or other funding mechanisms to fund Federated's indemnification
  obligations thereunder.
  
  ITEM 8.  EXHIBITS
  
             4.1    --   Certificate of Incorporation of the Company (incorporated
                         by reference to Exhibit 3.1 to the Company's Annual 
                         Report on Form 10-K for the fiscal year ended January 28,
                         1995 (the "1994 Form 10-K"))
  
             4.2    --   By-Laws of the Company (incorporated by reference to
                         Exhibit 3.2 to the 1994 Form 10-K)
  
             4.3    --   Rights Agreement between the Company and the Rights Agent
                         thereunder (incorporated by reference to Exhibit 4.3 to
                         the 1994 Form 10-K)
  
             5.1    --   Opinion of Dennis J. Broderick
  
            23.1    --   Consent of KPMG LLP
  
            23.2    --   Consent of Dennis J. Broderick (included in Exhibit 5.1)
  
            24.1    --   Powers of Attorney
  
  ITEM 9.  UNDERTAKINGS
  
           A.  Federated hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement: (i) to
           include any prospectus required by Section 10(a)(3) of the Securities
           Act, unless the information required to be included in such
           post-effective amendment is contained in periodic reports filed by the
           Company pursuant to Section 13 or Section 15(d) of the Exchange Act and
           incorporated herein by reference; (ii) to reflect in the prospectus any
           facts or events arising after the effective date of this Registration
           Statement (or the most recent post-effective amendment thereof) which,
           individually or in the aggregate, represent a fundamental change in the
           information set forth in this Registration Statement, unless the
           information required to be included in such post-effective amendment is
           contained in periodic reports filed by the Company pursuant to Section
           13 or Section 15(d) of the Exchange Act and incorporated herein by
           reference; and (iii) to include any material information with respect
           to the plan of distribution not previously disclosed in this
           Registration Statement or any material
  
  
                                         -3-
  
  <PAGE>   4
  
  
           change to such information in this Registration Statement; provided,
           however, that the undertakings set forth in paragraphs (i) and (ii)
           above shall not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section 15(d)
           of the Securities Exchange Act of 1934 that are incorporated by
           reference in this registration statement;
  
               (2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof; and
  
               (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
           B. Federated hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of Federated's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, and controlling persons
  of Federated pursuant to the foregoing provisions, or otherwise, Federated has
  been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by Federated of expenses incurred or paid by
  a director, officer, or controlling person of Federated in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer, or controlling person in connection with the securities being
  registered, Federated will, unless in the opinion of its counsel the matter has
  been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
                                         -4-
  
  <PAGE>   5
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cincinnati, State of Ohio on April 27, 1999.
  
                                         FEDERATED DEPARTMENT STORES, INC.
  
  
                                         By: /s/ Dennis J. Broderick
                                            --------------------------------
                                             Dennis J. Broderick,
                                             Senior Vice President
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities indicated on April 27, 1999.
  
  
  <TABLE>
  <CAPTION>
                            SIGNATURE                                   TITLE
                            ---------                                   -----
  <S>                                              <C>
                                *                  Chairman of the Board and Chief Executive Officer
               ---------------------------------   (principal executive officer)
                       James M. Zimmerman          
  
                                *                  President and Chief Merchandising Officer and
               ---------------------------------   Director
                        Terry J. Lundgren          
  
                                *                  Vice Chairman and Director
               ---------------------------------   
                         Ronald W. Tysoe           
  
                                *                  Senior Vice President, Chief Financial Officer and
               ---------------------------------   Treasurer (principal financial officer)
                         Karen M. Hoguet           
  
                                *                  Vice President and Controller (principal accounting
               ---------------------------------   officer)
                         Joel A. Belsky            
  
                                *                  Director
               ---------------------------------
                         Meyer Feldberg            
  
                                *                  Director
               ---------------------------------
                       Earl G. Graves, Sr.         
  
                                *                  Director
               ---------------------------------
                         George V. Grune           
  
                                *                  Director
               ---------------------------------
                          Sara Levinson            
  
                                *                  Director
               ---------------------------------   
                         Joseph Neubauer           
  
                                *                  Director
               ---------------------------------   
                        Joseph A. Pichler          
  
                                *                  Director
               ---------------------------------   
                     Karl M. von der Heyden        
  
                                                   Director
               ---------------------------------
                       Craig E. Weatherup
  
                                *                  Director
               ---------------------------------
                      Marna C. Whittington
  </TABLE>
  
  *  The undersigned, by signing his name hereto, does sign and execute this
     registration statement pursuant to the Powers of Attorney executed by the
     above-named persons.
  
  
                                                  /s/ Dennis J. Broderick 
                                                  -------------------------------
                                                  Dennis J. Broderick,
                                                  Attorney-in-Fact
  
  
                                         -5-
  
  <PAGE>   6
  
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                                                                                             Sequentially
  Exhibit                                                                                                      Numbered
  No.             Exhibit                                                                                        Page
  ---             -------                                                                                    ------------
  <S>        <C>  <C>                                                                                        <C>
    4.1      --   Certificate of Incorporation of the Company (incorporated by reference to
                  Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended January 28, 1995 (the "1994 Form 10-K"))
    4.2      --   By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the
                  1994 Form 10-K)
    4.3           -- Rights Agreement between the Company and the Rights Agent
                  thereunder (incorporated by reference to Exhibit 4.3 to the 1994
                  Form 10-K)
    5.1      --   Opinion of Dennis J. Broderick                                                                 E-1
   23.1      --   Consent of KPMG LLP                                                                            E-2
   23.2      --   Consent of Dennis J. Broderick (included in Exhibit 5.1)
   24.1      --   Powers of Attorney                                                                             E-3
  </TABLE>
  
                                         -6-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21925}]
metadata_filer: {"company-data": {"conformed-name": "FEDERATED DEPARTMENT STORES INC /DE/", "cik": "0000794367", "assigned-sic": "5311", "irs-number": "133324058", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77089", "film-number": "99601673"}, "business-address": {"street1": "7 W SEVENTH ST", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "2124941602"}, "mail-address": {"street1": "7 W SEVENTH ST", "city": "CINCINNATI", "state": "OH", "zip": "45202"}, "former-company": {"former-conformed-name": "R H MACY & CO INC", "date-changed": "19950307"}}
text: 1
       As filed with the Securities and Exchange Commission on April 27, 1999
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                    ------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                    ------------
  
                          FEDERATED DEPARTMENT STORES, INC.
  
                                151 WEST 34TH STREET
                              NEW YORK, NEW YORK 10001
                                   (212) 494-1601
  
                                        -and-
  
          DELAWARE               7 WEST SEVENTH STREET           13-3324058
  (State of incorporation)     CINCINNATI, OHIO  45202        (I.R.S. Employer
                                   (513) 579-7000           Identification Number)
  
     THE NONQUALIFIED STOCK OPTION AGREEMENTS, EACH DATED AS OF MARCH 19, 1999,
                BETWEEN FEDERATED DEPARTMENT STORES, INC. AND EACH OF
            TERRY HUGHES, WILLIAM J. LANSING, JEFF LEWIS, RACHEL O'BRIEN,
                         MICHAEL P. SHERMAN AND RICHARD TATE
  
               RESTRICTED STOCK AGREEMENT, DATED AS OF MARCH 19, 1999,
                    BETWEEN FEDERATED DEPARTMENT STORES, INC. AND
                                 WILLIAM J. LANSING
  
            COPIES OF NOTICES AND OTHER COMMUNICATIONS SHOULD BE SENT TO:
  DENNIS J. BRODERICK, ESQ.                          MARK E. BETZEN, ESQ.
     SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY             JONES, DAY, REAVIS & POGUE
                 FEDERATED DEPARTMENT STORES, INC.                    2300 TRAMMELL CROW CENTER
                      7 WEST SEVENTH STREET                               2001 ROSS AVENUE
                     CINCINNATI, OHIO  45202                            DALLAS, TEXAS  75201
                           (513) 579-7000                                   (214) 220-3939
  ------------
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================================================
  Title of
  Securities to                                        Amount to be    Offering Price          Aggregate            Amount of
  be Registered                                       Registered(2)     per Share(3)       Offering Price(3)   Registration Fee(4)
  ---------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $0.01 per share(1).......      400,864          $20.34             $8,151,762.34          $2,266.19
  =================================================================================================================================
  (1) Includes rights to purchase Series A Junior Participating Preferred
         Stock. Prior to the occurrence of certain events, such rights will not be
         evidenced separately from the common stock.
  
     (2) Represents 316,202 shares issuable upon exercise of stock options granted
         pursuant to the Nonqualified Stock Option Agreements referred to above
         and 84,662 restricted shares granted pursuant to the Restricted Stock
         Agreement referred to above. Pursuant to Rule 416, there are registered
         hereunder such indeterminate number of additional shares as may become
         issuable (a) upon the exercise of the options as a result of the
         antidilution provisions contained in the Nonqualified Stock Option
         Agreements or (b) with respect to the restricted shares upon a stock
         split, stock dividend, or similar transaction.
  
     (3) The aggregate offering price represents the sum of (a) the aggregate
         price payable upon the exercise of the options and (b) the product of the
         average of the high and low sale prices of a share of Federated common
         stock on the Composite Tape of The New York Stock Exchange on April 23,
         1999 and the number of restricted shares offered hereby. The offering
         price per share represents the quotient obtained by dividing the
         aggregate offering price by the number of shares registered hereby.
  
     (4) Computed in accordance with paragraphs (c) and (h) of Rule 457.
  
  ================================================================================
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
          The documents specified below, which have been or are to be filed by
  Federated Department Stores, Inc. with the Securities and Exchange Commission,
  are incorporated by reference into this registration statement. The information
  contained in those documents is considered to be part of this registration
  statement, except that the information contained in later-dated documents will
  supplement, modify, or supersede, as applicable, the information contained in
  earlier-dated documents.
  
          Federated incorporates by reference into this registration statement the
  documents listed below and all documents filed by Federated with the Commission
  under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
  after the date of this registration statement and prior to the filing of a
  post-effective amendment that indicates that all securities offered by this
  registration statement have been sold or that deregisters all such securities
  then remaining unsold:
  
          o      Federated's annual report on Form 10-K for the fiscal year ended
                 January 30, 1999;
  
          o      Federated's current report on Form 8-K dated March 18, 1999; and
  
          o      The description of Federated's common stock contained in a
                 registration statement on Form 8-A (Commission File No. 1-13536)
                 filed with the Commission on December 12, 1994 pursuant to
                 Section 12(b) of the Exchange Act.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Federated's certificate of incorporation provides, as do the charters
  of many other publicly held companies, that the personal liability of directors
  of Federated to Federated is eliminated to the maximum extent permitted by
  Delaware law. Federated's certificate of incorporation and by-laws provide for
  the indemnification of the directors, officers, employees, and agents of
  Federated and its subsidiaries to the full extent permitted by Delaware law from
  time to time and, in the case of the by-laws, for various procedures relating
  thereto. Certain provisions of Federated's certificate of incorporation protect
  Federated's directors against personal liability for monetary damages resulting
  from breaches of their fiduciary duty of care. Federated's certificate of
  incorporation absolves directors of liability for negligence in the performance
  of their duties, including gross negligence. However, Federated's directors
  remain liable for breaches of their duty of loyalty to Federated and its
  stockholders, as well as for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law and transactions
  from which a director derives improper personal benefit. Federated's certificate
  of incorporation also does not absolve directors of liability under Section 174
  of the General Corporation Law of the State of Delaware, which makes directors
  personally liable for unlawful dividends or unlawful stock repurchases or
  redemptions in certain circumstances and expressly sets forth a negligence
  standard with respect to such liability.
  
           Under Delaware law, directors, officers, employees, and other
  individuals may be indemnified against expenses (including attorneys' fees),
  judgments, fines, and amounts paid in settlement in connection with specified
  actions, suits, or proceedings, whether civil, criminal, administrative, or
  investigative (other than an action by or in the right of the corporation -- a
  "derivative action") if they acted in good faith and in a manner they reasonably
  believed to be in or not opposed to the best interests of the corporation and,
  with respect to any criminal action or proceeding, had no reasonable cause to
  believe their conduct was unlawful. A similar standard of conduct is applicable
  in the case of a derivative action, except that indemnification only extends to
  expenses (including attorneys' fees) incurred in connection with defense or
  settlement of such an action and Delaware law requires court approval before
  there can be any indemnification of expenses where the person seeking
  indemnification has been found liable to the corporation.
  
                                         -2-
  3
  
           Federated's certificate of incorporation provides, among other things,
  that each person who was or is made a party to, or is threatened to be made a
  party to, or is involved in, any action, suit, or proceeding by reason of the
  fact that he or she is or was a director or officer of Federated (or was serving
  at the request of Federated as a director, officer, employee, or agent for
  another entity), will be indemnified and held harmless by Federated to the full
  extent authorized by Delaware law against all expense, liability, or loss
  (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
  and amounts to be paid in settlement) reasonably incurred by such person in
  connection therewith. The rights conferred thereby will be deemed to be contract
  rights and will include the right to be paid by Federated for the expenses
  incurred in defending the proceedings specified above in advance of their final
  disposition.
  
           Federated's by-laws provide for, among other things, (1) the
  indemnification by Federated of its directors and officers to the extent
  described above, (2) the advancement of attorneys' fees and other expenses, and
  (3) the establishment, upon approval by the board of directors, of trusts or
  other funding mechanisms to fund Federated's indemnification obligations.
  
           As authorized by its certificate of incorporation, Federated has
  entered into indemnification agreements with each of its directors and officers.
  These indemnification agreements provide for, among other things, (1) the
  indemnification by Federated of the indemnitees thereunder to the extent
  described above, (2) the advancement of attorneys' fees and other expenses, and
  (3) the establishment, upon approval by Federated's board of directors, of
  trusts or other funding mechanisms to fund Federated's indemnification
  obligations thereunder.
  
  ITEM 8.  EXHIBITS
  
             4.1    --   Certificate of Incorporation of the Company (incorporated
                         by reference to Exhibit 3.1 to the Company's Annual 
                         Report on Form 10-K for the fiscal year ended January 28,
                         1995 (the "1994 Form 10-K"))
  
             4.2    --   By-Laws of the Company (incorporated by reference to
                         Exhibit 3.2 to the 1994 Form 10-K)
  
             4.3    --   Rights Agreement between the Company and the Rights Agent
                         thereunder (incorporated by reference to Exhibit 4.3 to
                         the 1994 Form 10-K)
  
             5.1    --   Opinion of Dennis J. Broderick
  
            23.1    --   Consent of KPMG LLP
  
            23.2    --   Consent of Dennis J. Broderick (included in Exhibit 5.1)
  
            24.1    --   Powers of Attorney
  
  ITEM 9.  UNDERTAKINGS
  
           A.  Federated hereby undertakes:
  
               (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement: (i) to
           include any prospectus required by Section 10(a)(3) of the Securities
           Act, unless the information required to be included in such
           post-effective amendment is contained in periodic reports filed by the
           Company pursuant to Section 13 or Section 15(d) of the Exchange Act and
           incorporated herein by reference; (ii) to reflect in the prospectus any
           facts or events arising after the effective date of this Registration
           Statement (or the most recent post-effective amendment thereof) which,
           individually or in the aggregate, represent a fundamental change in the
           information set forth in this Registration Statement, unless the
           information required to be included in such post-effective amendment is
           contained in periodic reports filed by the Company pursuant to Section
           13 or Section 15(d) of the Exchange Act and incorporated herein by
           reference; and (iii) to include any material information with respect
           to the plan of distribution not previously disclosed in this
           Registration Statement or any material
  
                                         -3-
  4
  
           change to such information in this Registration Statement; provided,
           however, that the undertakings set forth in paragraphs (i) and (ii)
           above shall not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section 15(d)
           of the Securities Exchange Act of 1934 that are incorporated by
           reference in this registration statement;
  
               (2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof; and
  
               (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
           B. Federated hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of Federated's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, and controlling persons
  of Federated pursuant to the foregoing provisions, or otherwise, Federated has
  been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by Federated of expenses incurred or paid by
  a director, officer, or controlling person of Federated in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer, or controlling person in connection with the securities being
  registered, Federated will, unless in the opinion of its counsel the matter has
  been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                         -4-
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cincinnati, State of Ohio on April 27, 1999.
  
                                         FEDERATED DEPARTMENT STORES, INC.
  
                                         By: /s/ Dennis J. Broderick
                                            --------------------------------
                                             Dennis J. Broderick,
                                             Senior Vice President
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities indicated on April 27, 1999.
  SIGNATURE                                   TITLE
                            ---------                                   -----
  *                  Chairman of the Board and Chief Executive Officer
               ---------------------------------   (principal executive officer)
                       James M. Zimmerman          
  
                                *                  President and Chief Merchandising Officer and
               ---------------------------------   Director
                        Terry J. Lundgren          
  
                                *                  Vice Chairman and Director
               ---------------------------------   
                         Ronald W. Tysoe           
  
                                *                  Senior Vice President, Chief Financial Officer and
               ---------------------------------   Treasurer (principal financial officer)
                         Karen M. Hoguet           
  
                                *                  Vice President and Controller (principal accounting
               ---------------------------------   officer)
                         Joel A. Belsky            
  
                                *                  Director
               ---------------------------------
                         Meyer Feldberg            
  
                                *                  Director
               ---------------------------------
                       Earl G. Graves, Sr.         
  
                                *                  Director
               ---------------------------------
                         George V. Grune           
  
                                *                  Director
               ---------------------------------
                          Sara Levinson            
  
                                *                  Director
               ---------------------------------   
                         Joseph Neubauer           
  
                                *                  Director
               ---------------------------------   
                        Joseph A. Pichler          
  
                                *                  Director
               ---------------------------------   
                     Karl M. von der Heyden        
  
                                                   Director
               ---------------------------------
                       Craig E. Weatherup
  
                                *                  Director
               ---------------------------------
                      Marna C. Whittington
  *  The undersigned, by signing his name hereto, does sign and execute this
     registration statement pursuant to the Powers of Attorney executed by the
     above-named persons.
  
                                                  /s/ Dennis J. Broderick 
                                                  -------------------------------
                                                  Dennis J. Broderick,
                                                  Attorney-in-Fact
  
                                         -5-
  6
  
                                  INDEX TO EXHIBITS
  Sequentially
  Exhibit                                                                                                      Numbered
  No.             Exhibit                                                                                        Page
  ---             -------                                                                                    ------------
  4.1      --   Certificate of Incorporation of the Company (incorporated by reference to
                  Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended January 28, 1995 (the "1994 Form 10-K"))
    4.2      --   By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the
                  1994 Form 10-K)
    4.3           -- Rights Agreement between the Company and the Rights Agent
                  thereunder (incorporated by reference to Exhibit 4.3 to the 1994
                  Form 10-K)
    5.1      --   Opinion of Dennis J. Broderick                                                                 E-1
   23.1      --   Consent of KPMG LLP                                                                            E-2
   23.2      --   Consent of Dennis J. Broderick (included in Exhibit 5.1)
   24.1      --   Powers of Attorney                                                                             E-3
  -6-