SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SCHOTTENSTEIN JAY L

(Last)

(First)

(Middle)

SCHOTTENSTEIN STORES CORPORATION

1800 MOLER ROAD

(Street)

COLUMBUS

43209

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2008

3. Issuer Name and Ticker or Trading Symbol
DSW Inc. [ DSW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Shares	27,702,667	I	By Retail Ventures, Inc.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽²⁾	06/11/2012	Class A Common Shares	0⁽³⁾	⁽³⁾	I	By: Schottenstein Stores Corporation⁽⁴⁾
Warrants	⁽²⁾	⁽⁵⁾	Class A Common Shares	0⁽⁶⁾	⁽⁶⁾	I	By: Schottenstein Stores Corporation⁽⁴⁾

Explanation of Responses:

1. See Footnote (1) on Attached Exhibit 99.

2. See Footnote (2) on Attached Exhibit 99.

3. See Footnote (3) on Attached Exhibit 99.

4. See Footnote (4) on Attached Exhibit 99.

5. See Footnote (5) on Attached Exhibit 99.

6. See Footnote (6) on Attached Exhibit 99.

Remarks:

The date of the event requiring statement will be time of the registration of the Class A Common shares on the New York Stock Exchange, which is expected to occur on or about June 29, 2005. EXHIBIT INDEX - Exhibit 24-POA; Exhibit 99-Footnotes.

	By: Robert J. Tannous, Attorney-in-Fact	06/24/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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