Form 144

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB Number        3235-0101
Expires:   December 31, 2006
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FORM 144

SEC USE ONLY


NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

DOCUMENT SEQUENCE NO.


ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

CUSIP NUMBER

 

1 (a)  NAME OF ISSUER (Please type or print)

Federated Department Stores, Inc.

(b)   IRS IDENT. NO.

13-3324058

(c)   S.E.C. FILE NO.

794367

WORK LOCATION

 

1(d)  ADDRESS OF ISSUER          
STREET                                    CITY                                                                               STATE                     ZIP CODE

(e)   TELEPHONE NO.

 


7 West Seventh Street                                                                            Cincinnati                              Ohio             45202

AREA CODE
513

NUMBER
579-7000

 

2 (a)   NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
   
Thomas G. Cody

 (b) IRS IDENT. NO.

(c)  RELATIONSHIP TO ISSUER

Executive Officer 

(d)  ADDRESS        STREET                            CITY              STATE          ZIP CODE
c/o Federated Department Stores, Inc.
7 West Seventh Street                    Cincinnati         Ohio    45202


            INSTRUCTION:  The person filing this notice should contact the issuer to obtain the IRS. Identification Number and the S.E.C. File Number.

3 (a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the
Class of
Securities
To Be Sold


Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities


Broker-Dealer
File Number

Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))

Aggregate
Market
Value

(See instr. 3(d))

Number of Shares
or Other Units
Outstanding

(See instr. 3(e))

Approximate
Date of Sale

(See instr. 3(f))
(MO  DAY YR)

Name of Each
Securities
Exchange

(See instr. 3(g))

Common Stock

Mellon Securities LLC
480 Washington Blvd., 24th Floor
Jersey City, New Jersey  07310

65,000

$2,946,450
(as of 3/28/07)

525,167,433
(as of 11/24/06)

03/29/07

New York Stock Exchange








INSTRUCTIONS:

1.   (a)   Name of issuer
      (b)   Issuer's I.R.S. Identification Number
      (c)   Issuer's S.E.C. file number, if any
      (d)   Issuer's address, including zip code
      (e)   Issuer's telephone number, including area code
2.  (a)   Name of person for whose account the securities are to be sold
      (b)   Such person's Social Security or I.R.S. identification number
      (c)   Such person's relationship to the issuer (e.g., officer, director, 10%
              stockholder, or member of immediate family of any of the foregoing)
      (d)   Such person's address, including zip code    

3.   (a)   Title of the class of securities to be sold
      (b)   Name and address of each broker through whom the securities are intended to be sold
      (c)   Number of shares or other units to be sold (if debt securities, give the aggregate face
              amount)
      (d)   Aggregate market value of the securities to be sold as of a specified date within 10 days
              prior to the filing of this notice
      (e)   Number of shares or other units of the class outstanding, or if debt securities the face
              amount thereof outstanding, as shown by the most recent report or statement published
               by the issuer
      (f)   Approximate date on which the securities are to be sold
      (g)   Name of each securities exchange, if any, on which the securities are intended to be
               sold

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.            SEC 1147 (01-04)

TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of
the Class

Date You
Acquired

Nature of Acquisition Transaction 

Name of Person from Whom Acquired
(If gift, also give date donor acquired)

Amount of
Securities Acquired

Date of
Payment

Nature of Payment

Common Stock


 

3/28/03


 

Exercise of Stock Options awarded pursuant to Issuer's 1995 Executive Equity Incentive Plan and adjusted to reflect the Issuer's  2-for-1 stock split that occurred June 9, 2006.
 

Federated Department Stores, Inc.



 

65,000



 

 (1)

(1)



 

INSTRUCTIONS:                If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given.  If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.


TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.


Name and Address of Seller


Title of Securities Sold


Date of Sale

Amount of
Securities Sold


Gross Proceeds

Thomas G. Cody
c/o Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio  45202

 Common Stock 03/02/2007

120,000

$5,330,124

REMARKS:

(1)  Securities are to be acquired pursuant to an exercise of stock options awarded at an exercise price of $14.285 which price will be netted out of the proceeds received upon sale of all such stock.
(2)  The filing of this Form 144 shall not be construed as an admission that the undersigned is an Affiliate of the Issuer..

INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144.  Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition.  In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any materiel adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

                                               03/29/07                                                     
DATE OF NOTICE

                /s/Christopher M. Kelly     (2)              
Christopher M. Kelly, as attorney-in-fact for
Thomas G. Cody pursuant to a Power of Attorney

The notice shall be signed by the person for whose account the securities are to be sold.  At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001).

SEC 1147 (01-04)