S-8

As filed with the Securities and Exchange Commission on March 6, 2008

                                                                                                            Registration No.                  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
                    

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    


MACY'S, INC.

Delaware
(State of incorporation) 7 West Seventh Street
Cincinnati, Ohio  45202
(513) 579-7000 13-3324058
(I.R.S. Employer Identification Number)

THE MAY DEPARTMENT STORES COMPANY
PROFIT SHARING PLAN

Copies of notices and other communications
should be sent to:

Dennis J. Broderick, Esq.
Senior Vice President, General Counsel, and Secretary
Macy's, Inc.
7 West Seventh Street
Cincinnati, Ohio  45202
(513) 579-7000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (2)
Common Stock, par value $0.01 per share	2,000,000 shares	$24.54	$49,080,000	$1,928.84

    (1)  Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares that may become issuable under The May Department Stores Company Profit Sharing Plan (the "Plan") as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock and, pursuant to Rule 416(c) of the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.
    (2)  Computed in accordance with paragraphs (c) and (h) of Rule 457 on the basis of $24.54 per share, which was the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange - Composite Tape on March 3, 2008, within five (5) business days prior to filing.

Explanatory Note
Macy's, Inc., a Delaware corporation ("Macy's" or the "Company") hereby files this Registration Statement on Form S-8 with the Securities and Exchange Commission (the "Commission") for the purpose of registering 2,000,000 shares of Common Stock issuable pursuant to the Plan, which was assumed by Macy's in connection with the completion of the merger of The May Department Stores Company with and into a wholly owned subsidiary of Macy's.
Macy's is filing this Registration Statement to register additional securities of the same class as other securities for which a previously filed registration statement on Form S-8 relating to the Plan is effective.  Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the content of the Registration Statement on Form S-8 (Registration No. 333-144901) filed by the Company on July 27, 2007 with respect to the Plan, including all attachments and exhibits thereto, with the exception of Items 3, 6, 8 and 9 of Part II of such prior registration statement, each of which is amended and restated in its entirety herein.
PART II
Item 3.  Incorporation of Documents by Reference.
The following documents, which the Company has filed with the Commission, are incorporated by reference to this Registration Statement:
(a)	the Company's annual report on Form 10-K for the fiscal year ended February 3, 2007;
(b)	the Plan's Annual Report on Form 11-K for the year ended December 31, 2006;
(c)	all other reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Company's Annual Report referred to in section (a) above; and
(d)	the Company's current reports on Form 8-K filed with the SEC since the end of the fiscal year covered by the Company's Annual Report referred to in Section (a) above; and
(e)	the description of the Company's Common Stock contained in a Registration Statement on Form 8-A (File No. 001-13536), filed with the Commission on December 12, 1994 and any subsequent amendment(s) or report(s) filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company and the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.  Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
Item 4.  Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel.
Not Applicable
Item 6.  Indemnification of Directors and Officers.
The Company's certificate of incorporation provides, as do the charters of many other publicly held companies, that the personal liability of directors of the Company to the Company is eliminated to the maximum extent permitted by Delaware law. The Company's certificate of incorporation and by-laws provide for the indemnification of the directors, officers, employees, and agents of the Company 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 the Company's certificate of incorporation protect the Company's directors against personal liability for monetary damages resulting from breaches of their fiduciary duty of care. The Company's certificate of incorporation absolves directors of liability for negligence in the performance of their duties, including gross negligence. However, the Company's directors remain liable for breaches of their duty of loyalty to the Company 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. The Company'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.
The Company'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 the Company (or was serving at the request of the Company as a director, officer, employee, or agent for another entity), will be indemnified and held harmless by the Company 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 the Company for the expenses incurred in defending the proceedings specified above in advance of their final disposition.
The Company's by-laws provide for, among other things, (1) the indemnification by the Company 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 the Company's indemnification obligations.
As authorized by its certificate of incorporation, the Company has entered into indemnification agreements with each of its directors and officers. These indemnification agreements provide for, among other things, (1) the indemnification by the Company 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 the Company's board of directors, of trusts or other funding mechanisms to fund the Company's indemnification obligations thereunder.
Item 7.  Exemption from Registration Claimed.
Not applicable.
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).
4.1.1		Amended and Restated Article Seventh to the Certificate of Incorporation of the Company (incorporated by reference to Annex F to the Company's Proxy Statement on Schedule 14A, filed May 27, 2005).
4.1.2		Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1.2 to the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2007).
4.1.3		Amended and Restated Article First of the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1.4 to the Company's Quarterly Report on Form 10-Q filed June 11, 2007).
4.2		By-Laws of the Company (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-204204) filed on April 1, 2003)
4.2.1		Amended and Restated Sections 28 and 29 of the By-Laws of the Company (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated July 18, 2005).
5.1		Opinion of Counsel
23.1		Consents of KPMG LLP
23.2		Consent of Counsel (included in Exhibit 5)
24.1		Powers of Attorney
The Company will submit or has submitted the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.
Item 9.  Undertakings
A.		The Company 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 of 1933; (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 change to such information 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.		The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company'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 the Company pursuant to the foregoing provisions, or otherwise, the Company 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 the Company of expenses incurred or paid by a director, officer, or controlling person of the Company 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, the Company 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.
SIGNATURES
The Registrant.  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 March 6, 2008.
				MACY'S, INC.
				By:          /s/ Dennis J. Broderick
				Dennis J. Broderick
				Senior Vice President, General Counsel and Secretary

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.

Signature	Title	Date
*                                                   Terry L. Lundgren	Chairman of the Board, President, Chief Executive Officer and Director   (principal executive officer)	March 6, 2008
*                                                    Karen M. Hoguet	Executive Vice President and Chief Financial Officer	March 6, 2008
*                                                      Joel A. Belsky	Vice President and Controller (principal accounting officer)	March 6, 2008
*                                               Stephen F. Bollenbach	Director	March 6, 2008
*                                                  Deirdre P. Connelly	Director	March 6, 2008
*                                                     Meyer Feldberg	Director	March 6, 2008
*                                                      Sara Levinson	Director	March 6, 2008
*                                                    Joseph Neubauer	Director	March 6, 2008
*                                                    Joseph A. Pichler	Director	March 6, 2008
*                                                     Joyce M. Roché	Director	March 6, 2008
*                                              Karl M. von der Heyden	Director	March 6, 2008
*                                                  Craig E. Weatherup	Director	March 6, 2008
*                                               Marna C. Whittington	Director	March 6, 2008

*     The undersigned, by signing his name hereto, does sign and execute this Registration Statement pursuant to Powers of Attorney executed by the above-named persons.

By:          /s/ Dennis J. Broderick                                       

Dennis J. Broderick,

Attorney-in-Fact

     The Plan.   Pursuant to the requirements of the Securities Act, the Administrative Subcommittee of The May Department Stores Company Profit Sharing Plan 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 March 6, 2008.

THE MAY DEPARTMENT STORES COMPANY
PROFIT SHARING PLAN

By:          /s/ Richard A. Brickson                      

Richard A. Brickson

Member, Administrative Subcommittee

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.

Signature	Title	Date
/s/ Richard A. Brickson                                Richard A. Brickson	Member, Administrative Subcommittee	March 6, 2008
/s/ David W. Clark                                        David W. Clark	Member, Administrative Subcommittee	March 6, 2008
/s/ R.B. Harrison                                            R.B. Harrison	Member, Administrative Subcommittee	March 6, 2008
/s/ Karen M. Hoguet                                    Karen M. Hoguet	Member, Administrative Subcommittee	March 6, 2008
/s/ Antony F. Spring                                    Antony F. Spring	Member, Administrative Subcommittee	March 6, 2008

 INDEX TO EXHIBITS

Exhibit No.	Exhibit	Sequentially Numbered   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).
4.1.1	Amended and Restated Article Seventh to the Certificate of Incorporation of the Company (incorporated by reference to Annex F to the Company's Proxy Statement on Schedule 14A, filed May 27, 2005).
4.1.2	Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1.2 to the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2007).
4.1.3	Amended and Restated Article First of the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1.4 to the Company's Quarterly Report on Form 10-Q filed June 11, 2007).
4.2	By-Laws of the Company (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S- (Registration No. 333-204204) filed on April 1, 2003)
4.23.1	Amended and Restated Sections 28 and 29 of the By-Laws of the Company (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated July 18, 2005)
5.1	Opinion of Counsel
23.1	Consents of KPMG LLP
23.2	Consent of Counsel (Included in Exhibit 5)
24.1	Powers of Attorney

EX-5

Exhibit 5.1

[Letterhead of Dennis J. Broderick]
 

March 6, 2008

Macy's, Inc.
7 West Seventh Street
Cincinnati, Ohio  45202
 

                Re:          Registration of Shares

Ladies and Gentlemen:

In my capacity as General Counsel of Macy's, Inc., a Delaware corporation (the "Company"), I have acted as counsel for the Company in connection with the issuance pursuant to The May Department Stores Profit Sharing Plan (the "Plan") of up to 2,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the "Shares") to be registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the "Registration Statement").

I have examined the Plan and such other documents, records and matters of law as I have deemed necessary for purposes of this opinion.  Based on such examination and on the assumptions set forth below, I am of the opinion that the Shares, when issued and delivered in accordance with the Plan, against payment of the consideration therefor as provided in the Plan and having a value not less than the par value thereof, will be duly authorized, validly issued, fully paid and nonassessable.

                                In rendering this opinion, I have assumed (i) the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies, (ii) that the signatures on all documents examined by me are genuine and that, where any such signature purports to have been made in a corporate, governmental, fiduciary or other capacity, the person who affixed such signature to such document had authority to do so, and (iii) that the statements and certificates described in the following paragraph are accurate in all material respects at the date of this opinion.

                                I am a member of the bar of the State of Ohio, and have not been admitted to the bar of any other jurisdiction.  In rendering the opinion set forth herein, my examination of matters of law has been limited to the federal laws of the United States of America and the corporation laws of the State of Delaware.  In rendering this opinion, I have relied, as to certain matters of fact, without any independent investigation, inquiry or verification, upon statements or certificates of representatives of the Company and upon statements or certificates of public officials.

        I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,
 

/s/ Dennis J. Broderick

Dennis J. Broderick
General Counsel

EX-23

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Macy's, Inc.:

We consent to the use of our reports dated March 30, 2007, with respect to the consolidated balance sheets of Macy's, Inc. and subsidiaries as of February 3, 2007 and January 28, 2006, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three fiscal years in the period ended February 3, 2007, management's assessment of the effectiveness of internal control over financial reporting as of February 3, 2007 and the effectiveness of internal control over financial reporting as of February 3, 2007, incorporated herein by reference.

Our report on the consolidated finanical statements refers to the adoption of the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standard No. 123R (Revised 2004), "Share Based Payment," and the recognition and related disclosure provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standard No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 123(R)" in fiscal 2006.
 

/s/ KPMG LLP
Cincinnati, Ohio
March 6, 2008

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Macy's, Inc.:

We consent to the use of our report dated June 25, 2007, with respect to the statements of net assets available for benefits of The May Department Stores Company Profit Sharing Plan as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended, incorporated herein by reference.
 

/s/ KPMG LLP
Cincinnati, Ohio
March 6, 2008

EX-24

Exhibit 24.1

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of MACY'S, INC., a Delaware corporation (the "Company"), does hereby constitute and appoint DENNIS J. BRODERICK, LINDA J. BALICKI and CHRISTOPHER M. KELLY, or any of them, their true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable or which said attorneys and agents, or any of them, may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 relating to The May Department Stores Company Profit Sharing Plan, including specifically but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned, in his or her capacity as a director and/or officer of the Company, any such Form S-8 and any and all amendments and supplements thereto and any other instruments or documents filed as a part of or in connection therewith, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents or any of them, may do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 22nd day of February 2008.
 

/s/ Joel A. Belsky                 Joel A. Belsky	/s/ Stephen F. Bollenbach       Stephen F. Bollenbach	/s/ Deirdre P. Connelly        Deirdre P. Connelly
/s/ Meyer Feldberg               Meyer Feldberg	/s/ Karen M. Hoguet              Karen M. Hoguet	/s/ Sara Levinson                Sara Levinson
/s/ Terry J. Lundgren            Terry J. Lundgren	/s/ Joseph Neubauer               Joseph Neubauer	/s/ Joseph A. Pichler           Joseph A. Pichler
/s/ Joyce M. Roché               Joyce M. Roché	/s/ Karl M. von der Heyden    Karl M. von der Heyden	/s/ Craig E. Weatherup        Craig E. Weatherup
/s/ Marna C. Whittington       Marna C. Whittington