VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.W.
Washington, D.C. 20549
| Re: |
|
Federated Department Stores, Inc. (Registration Statement on Form S-3
(File No. 333-69682)) Form RW — Application for Withdrawal |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”), Federated Department Stores, Inc. (
“Federated”) hereby requests withdrawal of its
Registration Statement on Form S-3 (File No.
333-69682), together with all exhibits and amendments
thereto (collectively, the
“Registration Statement”), that was originally filed with the Securities
and Exchange Commission (the
“Commission”) on
September 20, 2001.
Federated requests this withdrawal because Federated and its wholly-owned subsidiary Federated
Retail Holdings, Inc. intend to file an automatically effective shelf registration statement on
Form S-3 to replace the Registration Statement.
We note that no securities were sold pursuant to the Registration Statement.
