SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BELSKY JOEL A

(Last)

(First)

(Middle)

C/O FEDERATED DEPARTMENT STORES, INC.

7 WEST SEVENTH STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDERATED DEPARTMENT STORES INC /DE/ [ FD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2004		M		1,250	A	$34.375	1,250	D
Common Stock	02/27/2004		M		7,000	A	$38.0625	8,250	D
Common Stock	02/27/2004		M		5,250	A	$32.4375	13,500	D
Common Stock	02/27/2004		M		3,750	A	$27.3125	17,250	D
Common Stock	02/27/2004		S		1,250	D	$51.63	16,000	D
Common Stock	02/27/2004		S		7,000	D	$51.99	9,000	D
Common Stock	02/27/2004		S		9,000	D	$52	0	D
Common Stock								1,088⁽¹⁾	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$34.375	02/27/2004		M			1,250	03/28/2001	03/28/2007	Common Stock	1,250	$34.375	0	D
Option to Purchase Common Stock	$38.0625	02/27/2004		M			7,000	03/26/2000⁽²⁾	03/26/2009	Common Stock	7,000	$38.0625	0	D
Option to Purchase Common Stock	$32.4375	02/27/2004		M			5,250	03/24/2001⁽³⁾	02/25/2010	Common Stock	5,250	$32.4375	1,750	D
Option to Purchase Common Stock	$27.3125	02/27/2004		M			3,750	08/25/2001⁽⁴⁾	08/25/2010	Common Stock	3,750	$27.3125	1,250	D

Explanation of Responses:

1. Reflects matching contributions under the Issuer's 401(k) plan, derived by dividing the value of the undivided interest of the reporting person in the applicable investment fund as of February 26, 2004 by $51.82, the stock price of such date.

2. The options became exercisable as follows: 1,750 on March 26, 2000, 1,750 on March 26, 2001, 1,750 on March 26, 2002 and 1,750 on March 26, 2003.

3. The options became exercisable as follows: 1,750 on March 24, 2001, 1,750 on March 24, 2002 and 1,750 on March 24, 2003.

4. The options became exercisable as follows: 1,250 on August 25, 2001, 1,250 on August 25, 2002 and 1,250 on August 25, 2003.

	/s/Padma Tatta Cariappa, as attorney-in-fact for Joel Belsky pursuant to a Power of Attorney	03/01/2004
	** 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 4 (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).
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