SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: August 11, 2004

FEDERATED DEPARTMENT STORES, INC.

7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000

-and-

151 West 34^th Street, New York, New York 10001
(212) 494-1602

Delaware

1-13536

13-3324058

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

.

Item 7.

Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits

99.1

Press Release of Federated Department Stores, Inc. ("Federated") dated August 11, 2004.

Item 12.

Results of Operations and Financial Condition.

On August 11, 2004, Federated issued a press release announcing Federated's financial condition and results of operations as of and for the 13 and 26 weeks ended July 31, 2004. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The press release referred to above contains a non-GAAP financial measure designated "cash flow before financing activities" and also contains a non-GAAP financial measure of previous earnings guidance including the effect of one-time costs associated with the debt repurchase. Management believes that cash flow before financing activities is a useful measure in evaluating Federated's ability to generate cash from operating and investing activities. Management believes that excluding cash flows from financing activities from the calculation of this measure is particularly useful where such financing activities are discretionary, as in the case of voluntary debt prepayments and share repurchases. Management believes that providing a measure of earnings guidance including the impact of the one-time costs associated with the debt repurchase will allow investors to more readily compare the earnings guidance referred to in the press release to the earnings guidance reported by Federated in past and future periods. However, the reader is cautioned that any non-GAAP financial measures provided by Federated are provided in addition to, and not as an alternative for, Federated's reported results prepared in accordance with GAAP. Certain items that may have a significant impact on Federated's financial position, results of operations and cash flows must be considered when assessing Federated's actual financial condition and performance regardless of whether these items are included in these non-GAAP financial measures. Additionally, the methods used by Federated to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by Federated may not be comparable to similar measures provided by other companies.

FEDERATED DEPARTMENT STORES, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FEDERATED DEPARTMENT STORES, INC.

Dated:  August 11, 2004

By:   /s/ Dennis J. Broderick

Name:  Dennis J. Broderick

Title:   Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Contacts:

   Media - Carol Sanger

     513/579-7764

   Investor - Susan Robinson

     513/579-7780

FOR IMMEDIATE RELEASE

FEDERATED 2Q EARNINGS SLIGHTLY EXCEED EXPECTATIONS,
EXCLUDING ONE-TIME COSTS RELATED TO DEBT REPURCHASE

     CINCINNATI, OHIO, August 11, 2004 - Federated Department Stores, Inc. today reported diluted earnings per share of 43 cents for the second quarter of 2004. This includes one-time costs of $59 million, or 20 cents a diluted share, related to the company's repurchase of $273 million of its long-term debt. Excluding these one-time costs, Federated's diluted earnings per share in the quarter would be 63 cents, compared to 64 cents a share in the same period last year, and slightly above the company's prior guidance of 57-62 cents a share for the quarter ended July 31.

     For the first half of 2004, Federated reported diluted earnings per share of 96 cents. Excluding costs related to the debt repurchase, diluted earnings per share for the first half of 2004 were $1.16, up 32 percent compared to 88 cents for the same period last year.

     Terry J. Lundgren, Federated's chairman, president and chief executive officer, said the company was pleased with its strong start for the year and expects that strength to continue into the fall season.

     Federated is projecting an increase in same-store sales of 1.5 to 3 percent in the latter half of the year, contributing to a forecasted annual same-store sales increase of 3 to 4 percent in 2004.

     The company's earnings for the second half of 2004 are expected to be 35-40 cents a share in the third quarter and $2.45 to $2.55 a share in the fourth quarter. Fiscal 2004 earnings now are anticipated to be $3.70 to $3.80 a share, including the one-time cost associated with the second-quarter debt repurchase. On that basis, Federated's prior annual guidance was $3.60 to $3.70 a share.

Sales

     Sales of $3.548 billion for the second quarter of 2004 were up 3.3 percent over sales of $3.434 billion in the same period last year. On a same-store basis, Federated's second quarter sales were also up 3.3 percent.

     For the year to date, Federated's sales totaled $7.065 billion, an increase of 5.1 percent over sales of $6.725 billion in the same period last year. On a same-store basis, Federated's first-half sales were up 5.0 percent.

     New stores opened in the second quarter included a Macy's department store in Antioch, CA, and a Bloomingdale's furniture clearance store in Mt. Pleasant, NY. Four stores closed in the quarter: the Lazarus-Macy's department store in downtown Columbus, OH; two Burdines-Macy's department stores, one in The Gardens in West Palm Beach, FL, and the other in Boynton Beach, FL; and a Bloomingdale's furniture clearance store in South Brunswick, NJ.

Operating Income

     Federated's operating income totaled $245 million or 6.9 percent of sales for the quarter ended July 31, 2004, compared to operating income of $264 million or 7.7 percent of sales for the comparable period last year. The company's operating income for the first half of 2004 was $462 million or 6.5 percent of sales, compared to $410 million or 6.1 percent of sales in the same period of 2003.

     Federated's operating income includes store closing, centralization and consolidation costs of $31 million in the second quarter this year, compared to $10 million for the same period last year. On a year-to-date basis, store closing, centralization and consolidation costs amounted to $50 million this year, compared to $18 million for the same period last year.

Cash Flow

     Cash flow from operating activities was $490 million in the first half of 2004, compared to $719 million in the same period last year. Last year's cash flow from operating activities benefited from lower income tax payments, which reflected the use of Fingerhut net operating losses. After first-half investing activities of $185 million this year and $181 million last year, cash flow before financing activities was $305 million compared to $538 million in the same period last year.

     The company used $273 million to repurchase 78 percent of its 8.5 percent Senior Notes due 2010 and approximately $263 million to repurchase 5.5 million shares of Federated common stock in the second quarter.

     Federated, with corporate offices in Cincinnati and New York, is one of the nation's leading department store retailers, with annual sales of more than $15.2 billion. Federated operates more than 450 stores in 34 states, Guam and Puerto Rico under the names of Macy's, Bloomingdale's, Bon-Macy's, Burdines-Macy's, Goldsmith's-Macy's, Lazarus-Macy's and Rich's-Macy's. The company also operates macys.com and Bloomingdale's By Mail.

     This release contains certain forward-looking statements that reflect current views of the financial performance and future events of Federated. The words "expect," "plan," "think," "believe" and other similar expressions identify forward-looking statements. Any such forward-looking statements are subject to risks and uncertainties. Future results of the operations of Federated could differ materially from historical results or current expectations because of a variety of factors that affect the company, including transaction costs associated with the renovation, conversion and transitioning of company retail stores in regional markets; the outcome and timing of sales and leasing in conjunction with the disposition of company retail store properties; the retention, reintegration and transitioning of displaced company employees; competitive pressures from department and specialty stores, general merchandise stores, manufacturers' outlets, off-price and discount stores, and all other retail channels; and general consumer-spending levels, including the impact of the availability and level of consumer debt, and the effects of weather and other factors identified in documents filed by the company with the SEC.

     (NOTE: Additional information on Federated is available on the Internet at www.fds.com/pressroom. A webcast of Federated's second quarter earnings call with analysts will be held beginning at 10:30 a.m. on Wednesday, August 11^th. Pre-registration is requested. Those unable to access the webcast may call 1-866-215-1938 to listen to the audio in real time. The webcast will be archived for replay beginning approximately two hours after the conclusion of the live call.)

FEDERATED DEPARTMENT STORES, INC.

Consolidated Statements of Income (Unaudited) (Note 1)

(All amounts in millions except percentages and per share figures)

13 Weeks Ended

26 Weeks Ended

July 31,

August 2,

July 31,

August 2,

2004

2003

2004

2003

Net sales

$ 3,548 

$ 3,434 

$ 7,065 

$ 6,725 

Cost of sales (Note 2)

2,091 

2,025 

4,196 

4,027 

     Percent to sales

58.9% 

59.0% 

59.4% 

59.9% 

Gross margin

1,457 

1,409 

2,869 

2,698 

     Percent to sales

41.1% 

41.0% 

40.6% 

40.1% 

Selling, general and administrative expenses (Note 3)

1,212 

1,145 

2,407 

2,288 

     Percent to sales

34.2% 

33.3% 

34.1% 

34.0% 

Operating income

245 

264 

462 

410 

     Percent to sales

6.9% 

7.7% 

6.5% 

6.1% 

Interest expense - net (Note 4)

(119)

(65)

(179)

(135)

Income before income taxes

126 

199 

283 

275 

Federal, state and local income tax expense

(48)

(79)

(108)

(109)

Net Income

$ 78 

$ 120 

$ 175 

$ 166 

Basic Earnings per Share

$ .44 

$ .65 

$ .97 

$ .89 

Diluted Earnings per Share (Note 5)

$ .43 

$ .64 

$ .96 

$ .88 

Average common shares:

     Basic

179.1 

185.6 

179.8 

187.4 

     Diluted

182.0 

187.2 

183.1 

188.3 

Depreciation and amortization expense

$ 178 

$ 173 

$   355 

$   353 

FEDERATED DEPARTMENT STORES, INC.

Consolidated Statements of Income (Unaudited) (Note 1)

Notes:

FEDERATED DEPARTMENT STORES, INC.

Consolidated Balance Sheets (Unaudited)

(millions)

July 31,

January 31,

August 2,

2004

2004

2003

ASSETS:

   Current Assets:

      Cash

$ 605 

$ 925

$ 564

      Accounts receivable

3,062 

3,213

2,836

      Merchandise inventories

3,355 

3,215

3,439

      Supplies and prepaid expenses

112 

99

115

      Deferred income tax assets

- 

-

13

         Total Current Assets

7,134 

7,452

6,967

   Property and Equipment - net

6,019 

6,174

6,200

   Goodwill

262 

262

262

   Other Intangible Assets - net

378 

378

378

   Other Assets

272 

284

269

         Total Assets

$14,065 

$14,550

$14,076

LIABILITIES AND SHAREHOLDERS' EQUITY:

   Current Liabilities:

      Short-term debt

$ 691 

$ 908

$ 749

      Accounts payable and accrued liabilities

2,672 

2,613

2,678

      Income taxes

192 

362

121

         Total current liabilities

3,555 

3,883

3,548

   Long-Term Debt

3,040 

3,151

3,154

   Deferred Income Taxes

1,029 

998

1,026

   Other Liabilities

595 

578

641

   Shareholders' Equity

5,846 

5,940

5,707

         Total Liabilities and Shareholders' Equity

$14,065 

$14,550

$14,076

FEDERATED DEPARTMENT STORES, INC.

Consolidated Statements of Cash Flows (Unaudited)

(millions)

26 Weeks Ended
July 31, 2004

26 Weeks Ended
August 2, 2003

Cash flows from operating activities:

   Net income

$ 175 

$ 166 

   Adjustments to reconcile net income to net cash
      provided by operating activities:

         Depreciation and amortization

354 

351 

         Amortization of financing costs

4 

1 

         Amortization of unearned restricted stock

1 

2 

         Changes in assets and liabilities:

            Decrease in accounts receivable

145 

113 

            Increase in merchandise inventories

(140)

(80)

            (Increase) decrease in supplies and prepaid expenses

(13)

9 

            (Increase) decrease in other assets not separately
                  identified

1 

(1)

            Increase in accounts payable and accrued liabilities
                   not separately identified

82 

10 

            Increase (decrease) in current income taxes

(168)

50 

            Increase in deferred income taxes

32 

25 

            Increase (decrease) in other liabilities not separately
                   identified

17 

(27)

               Net cash provided by operating activities

490 

719 

Cash flows from investing activities:

   Purchase of property and equipment

(175)

(156)

   Capitalized software

(37)

(27)

   Collection of note receivable

20 

-  

   Disposition of property and equipment

7 

2 

               Net cash used by investing activities

(185)

(181)

Cash flows from financing activities:

   Debt issued

34 

6 

   Debt repaid

(361)

(454)

   Dividends paid
   Decrease in outstanding checks

(47)
(27)

(23)
(18)

   Acquisition of treasury stock

(353)

(227)

   Issuance of common stock

129 

26 

               Net cash used by financing activities

(625)

(690)

Net decrease in cash

(320)

(152)

Cash at beginning of period

925 

716 

Cash at end of period

$ 605 

$ 564