UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB Number        3235-0101
Expires:   December 31, 2009
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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)
 
Macy's, 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 L. Cole

(b) RELATIONSHIP
       TO ISSUER

Executive Officer 

(c)  ADDRESS        STREET                            CITY              STATE          ZIP CODE
 
c/o Macy's, Inc.
7 West Seventh Street                      Cincinnati        Ohio         45202

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

CitiGroup Global Mkts. Inc.
153 East 53rd Street, 19th Floor
New York, New York  10022

30,667

$388,550.89

(as of 07/22/09)

420,566,356

(as of 05/29/09)

07/23/09

New York Stock Exchange

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 relationship to the issuer (e.g., officer, director, 10%
             stockholder, or member of immediate family of any of the foregoing)
     (c)     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

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

07/11/06

Awarded pursuant to the Issuer's 1995 Executive Equity Incentive Plan.

Macy's, Inc.

30,667



 

N/A
 

N/A


 

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.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of
Securities Sold

Gross Proceeds

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.  If each person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

                                 07/24/2009                           
DATE OF NOTICE
                                                                               
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1

                                             /s/Christopher M. Kelly           (1)              
                               Christopher M. Kelly, as attorney-in-fact for
                                Thomas L. Cole 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).