FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL
o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligation may	Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP	OMB Number          3235-0287 Expires:      January 31, 2005 Estimated average burden hours per response . . . . 0.5
continue. See Instruction 1(b).	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

(Print or Type Responses)

1. Name and Address of Reporting Person* Cody Thomas G.

2. Issuer Name and Ticker or Trading Symbol Federated Department Stores, Inc. ("FD")

6. Relationship of Reporting Person(s) to Issuer (Check all applicable)             Director                           10% Owner       X    Officer (give title              Other (specify below)                below)                                   Vice Chair

(Last) (First) (Middle) c/o Federated Department Stores, Inc. 7 West Seventh Street

3.  IRS Identification     Number of Reporting     Person, if an entity     (Voluntary)

4.  Statement for     Month/Day/Year March 28, 2003

(Street)Cincinnati Ohio 45202

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

7. Individual or Joint/Group Filing (Check Applicable Line) _X__Form filed by One Reporting Person ____Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Trans- action Date (Month/ Day/ Year)

2A. Deemed Execution Date, if any (Month/ Day/ Year

3. Trans- action 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)

Code

V

Amount

(A) or (D)

Price

Common Stock

950 (1)

I

By 401(k) Plan

(1) Reflects the withdrawal of the reporting person's balance from his account in the Issuer's 401 (k) plan, and derived by dividing the value of the undivided interest of the reporting person in the        applicable investment fund as of March 27, 2003 by $28.57, the stock price as of such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly                                              (Over)
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).                                                                        SEC 1474 (9-02)
                                     Potential persons who are to respond to the collection of information contained in this form are not
                                     required to respond unless the form displays a currently valid OMB control number.

FORM 4 (continued)      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. Conver- sion or Exer- cise Price of Deriv- ative Secur- ity

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Deriv- ative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exer- cisable and Expiration Date (Month/ Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Deriv- ative Secur- ity (Instr. 5)

9. Number of Deriv- ative Secur- Ities Bene- ficially Owned Follow- ing Reported Trans- action(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Secu- Rity: Direct (D) or Indirect (I) (Instr. 4)

11. Na- ture of In- direct Bene- ficial Own- ership (Instr. 4)

Code

V

(A)

(D)

Date Exer- cis- able

Expi- ration Date

Title

Amount or Number of Shares

Option to Purchase Common Stock

$28.57

03/28/03

A

65,000

(2)

3/28/13

Common

65,000

65,000

D

Explanation of Responses:
(2) Grant to reporting person of options to purchase 65,000 shares of common stock under the Issuer's 1995 Executive Equity Incentive Plan. The options become exercisable in 25% increments on March 28, 2004, March 28, 2005, March 28, 2006 and March 28, 2007, respectively.


**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.          
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                                By:    /s/ Padma Tatta Cariappa                                                   3/28/03       
                                                                                                       ** Padma Tatta Cariappa as attorney-in-fact                           Date
                                                                                                           for Thomas G. Cody pursuant to a Power of AttorneyNote: File three copies of this Form, one of which must be manually signed.                     
          If space provided is insufficient, see Instruction 6 for procedure.                                                                                            Page 2
Potential persons who are to respond to the collection of information contained in this form are not
Required to respond unless the form displays a currently valid OMB Number.