SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC  20549
                              
                         FORM 12b-25
                              
                 NOTIFICATION OF LATE FILING
                              
                              
                              
                              
                              
FORM 11-K
For the Period Ending                 Commission File Number
 December 31, 1997                            1-13536
                              
                              
                              
                              
                           PART I
                   REGISTRANT INFORMATION
                              
Full name of Registrant:Executive Deferred Compensation Plan
                             of
             Federated Department Stores, Inc.
                   7 West Seventh Street
                  Cincinnati, Ohio  45202
                       (513) 579-7000



                           PART II
                   RULE 12b-25(b) AND (c)
                              
      If  the  subject  report could not  be  filed  without
unreasonable  effort  or expense and  the  registrant  seeks
relief  pursuant to Rule 12b-25(b), the following should  be
completed. (Check box if appropriate.)

     (a) The  reasons described in reasonable detail in  Part
         III  of  this  form could not be eliminated  without
         unreasonable effort or expense;
     
 X   (b) The subject annual report on Form 11-K will  be
         filed  on  or before the 15th calendar day following
         the prescribed due date.
 
 
 
                          PART III
                          NARRATIVE
                              
       The  required financial information has not yet been
       fully compiled.
 
 
 
                           PART IV
                      OTHER INFORMATION
                              
      (1) Name and telephone number of person to contact in
regard to this notification.

      Padma   Tatta  Cariappa             (513)        579-7573
             (Name)                    (Area Code) (Telephone Number)

      (2)   Have  all other periodic reports required  under
Section  13 or 15(d) or the Securities Exchange Act of  1934
or  Section 30 of the Investment Company Act of 1940  during
the  preceding 12 months or for such shorter period that the
registrant  was required to file such report(s) been  filed?
If the answer is no, identify report(s).

                                                  X Yes    No

      (3)  Is it anticipated that any significant change  in
results of operations from the corresponding period for  the
last   fiscal  year  will  be  reflected  by  the   earnings
statements  to be included in the subject report or  portion
thereof?

                                                    Yes  X No


                              
      The  Executive Deferred Compensation Plan of Federated
Department Stores, Inc. has caused this notification  to  be
signed  on  its  behalf  by the undersigned  thereunto  duly
authorized.

Date:  March 31, 1998        By:  /s/ Ronald W. Tysoe
                                  Ronald W. Tysoe, Member
                                  Pension and Profit Sharing Committee
                                  Federated Department Stores, Inc.