Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
COLE THOMAS L
   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 Chair
(Last)
(First)
(Middle)
C/O FEDERATED DEPARTMENT STORES INC, 7 WEST SEVENTH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
07/11/2006
(Street)

CINCINNATI, OH 45202		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 07/11/2006   M   72,000 A $ 13.6562 101,066 (1) D  
Common Stock 07/11/2006   M   97,500 A $ 14.285 198,566 D  
Common Stock 07/11/2006   S   72,000 D $ 36.2815 126,566 D  
Common Stock 07/11/2006   S   97,500 D $ 36.304 29,066 D  
Common Stock 07/11/2006   A   50,000 A $ 0 79,066 D  
Common Stock               8,913 (2) I By 401(k) Plan

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock $ 13.6562 (3) 07/11/2006   M     72,000 (3)   (4) 08/25/2010 Common Stock 72,000 (3) $ 0 0 D  
Option to Purchase Common Stock $ 14.285 (5) 07/11/2006   M     97,500 (5)   (6) 03/28/2013 Common Stock 97,500 (5) $ 0 32,500 (5) D  
Option to Purchase Common Stock $ 36.51 07/11/2006   A   150,000   07/11/2009 07/11/2016 Common Stock 150,000 $ 0 150,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COLE THOMAS L
C/O FEDERATED DEPARTMENT STORES INC
7 WEST SEVENTH STREET
CINCINNATI, OH 45202		       Vice Chair  

Signatures

 /s/ Christopher M. Kelly, as attorney-in-fact for Thomas L. Cole pursuant to a Power of Attorney   07/13/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On June 9, 2006, the common stock of the Issuer split 2-for-1, resulting in the reporting person's ownership of 14,533 additional shares of common stock.
(2) 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 July 12, 2006 by $35.95, the stock price of such date.
(3) This option was previously reported as covering 36,000 shares at an exercise price of $27.3125 per share, but was adjusted to reflect the Issuer's stock split that occurrred on June 9, 2006.
(4) Options became exercisable as follows: 18,000 on August 25, 2001, 18,000 on August 25, 2002, 18,000 on August 25, 2003 and 18,000 on August 25, 2004.
(5) This option was previously reported as covering 65,000 shares at an exercise price of $28.57 per share, but was adjusted to reflect the Issuer's stock split that occurred on June 9, 2006.
(6) Options became exercisable as follows: 32,500 on March 28, 2004, 32,500 on March 28, 2005 and 32,500 on March 28, 2006.

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