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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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                                 SCHEDULE 13E-3
                        RULE 13E-3 TRANSACTION STATEMENT
                               (FINAL AMENDMENT)
       (Pursuant to Section 13(e) of the Securities Exchange Act of 1934)


                             BROADWAY STORES, INC.
                                (Name of Issuer)


                             BROADWAY STORES, INC.
                       FEDERATED DEPARTMENT STORES, INC.
                       (Name of Person Filing Statement)


          Series A Preferred Stock                      111572 30 1
       (Title of Class of Securities)      (CUSIP Number of Class of Securities)

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                           DENNIS J. BRODERICK, Esq.
                         Senior Vice President, General
                             Counsel and Secretary
                       Federated Department Stores, Inc.
                             7 West Seventh Street
                             Cincinnati, Ohio 45202
                                 (513) 579-7000



(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
           Communications on Behalf of the Persons Filing Statement)


                                   Copies to:

                              MARK E. BETZEN, Esq.
                           Jones, Day, Reavis & Pogue
                           2300 Trammell Crow Center
                                2001 Ross Avenue
                              Dallas, Texas 75201
                                 (214) 220-3939





   This statement is filed in connection with the filing of an information
statement subject to Regulation 14C under the Securities Exchange Act of 1934
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          This Final Amendment, which is being filed pursuant to the
requirements of Rule 13e-3(d)(3) promulgated under the Securities Exchange Act
of 1934, as amended, supplements and amends the Rule 13E-3 Transaction
Statement on Schedule 13E-3 originally filed on February 20, 1996, by Broadway
Stores, Inc., a Delaware corporation ("Broadway"), and Federated Department
Stores, Inc., a Delaware corporation ("Federated"), in connection with the
merger (the "Merger") of a subsidiary of Federated with and into Broadway.

ITEM 16.  ADDITIONAL INFORMATION.

         The Merger became effective on April 17, 1996.  Upon the effectiveness
of the Merger, (i) each one one- thousandth of a share of Series A Preferred
Stock, par value $0.01 per share, of Broadway ("Broadway Preferred Stock")
outstanding immediately prior thereto was converted into the right to receive
from Federated $0.50 in cash, without interest thereon, subject to the rights
of holders thereof to seek an appraisal of their shares under Section 262 of
the General Corporation Law of the State of Delaware, and (ii) Broadway became
a wholly owned subsidiary of Federated.





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                                   SIGNATURE


     After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated:  April 18, 1996                         BROADWAY STORES, INC.



                                               By:  /s/ DENNIS J. BRODERICK 
                                                   -----------------------------
                                                    Dennis J. Broderick,
                                                    Vice President



                                               FEDERATED DEPARTMENT STORES, INC.



                                               By:  /s/ DENNIS J. BRODERICK  
                                                   -----------------------------
                                                    Dennis J. Broderick,
                                                    Senior Vice President





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