As filed with the Securities and Exchange Commission on March 4, 1997



                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


                                 FORM S-8

                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933



                    FEDERATED DEPARTMENT STORES, INC.

                           151 West 34th Street
                         New York, New York 10001
                              (212) 695-4400

                                  -and-

 Delaware                  7 West Seventh Street             13-3324058
(State of                 Cincinnati, Ohio  45202            (I.R.S. Employer
incorporation)                (513) 579-7000                 Identification
                                                             Number)


                    FEDERATED DEPARTMENT STORES, INC.
             NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN


                Copies of notices and other communications
                            should be sent to:
  Dennis J. Broderick, Esq.                  Mark E. Betzen, Esq.
    Senior Vice President,                Jones, Day, Reavis & Pogue
General Counsel, and Secretary             2300 Trammell Crow Center
Federated Department Stores, Inc.               2001 Ross Avenue
    7 West Seventh Street                     Dallas, Texas  75201
   Cincinnati, Ohio  45202                       (214) 220-3939
       (513) 579-7000                              

   Approximate date of commencement of proposed sale to the public:   From
time to time after the effective date of this Registration Statement.

                     CALCULATION OF REGISTRATION FEE

                                             Proposed     Proposed       
                                             Maximum      Maximum        
Title of                          Amount     Offering    Aggregate    Amount of
Securities to                     to be       Price       Offering    Registra-
be Registered                    Registered   per          Price *      tion
                                              Share *                    Fee
                                                                     
Common Stock, par value $0.01
per share .  .  .  .  .  .  .     75,000     $34.9375    $2,620,313    $794.03


   *   Estimated solely for the purpose of computing the registration fee
in accordance with Rule 457(h)(1) based on the market value of shares of
Federated Common Stock ($34.9375 per share, which is the average of the
high and low sale prices of a share of Federated Common Stock on the
Composite Tape of The New York Stock Exchange, Inc. on February 26, 1997).


                               PART II


Item 3.  Incorporation of Documents by Reference

     The following documents (or, as applicable, the portions thereof
specified below) filed by Federated Department Stores, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference, as of
their respective dates, in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended February 3, 1996 (Commission File No. 1-13536);

     (b)       The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended May 4, August 3, and November 2, 1996 and
Current Report on Form 8-K, dated May 21, 1996; and

     (c)       The description of the Common Stock contained in a
Registration Statement on Form 8-A filed with the Commission on
December 12, 1994 pursuant to Section 12(b) of the Exchange Act.

In addition, all documents hereafter filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

     The Company's Certificate of Incorporation (the "Certificate")
provides, as do the charters of many other publicly held companies,
that the personal liability of directors of the Company to the Company
is eliminated to the maximum extent permitted by Delaware law.  The
Certificate and the Company's By-Laws (the "By-Laws") provide for the
indemnification of the directors, officers, employees, and agents of
the Company and its subsidiaries to the full extent that may be
permitted by Delaware law from time to time, and the By-Laws provide
for various procedures relating thereto.  Certain provisions of the
Certificate protect the Company's directors against personal liability
for monetary damages resulting from breaches of their fiduciary duty
of care, except as set forth below.  Under Delaware law, absent these
provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence.  The
Certificate absolves directors of liability for negligence in the
performance of their duties, including gross negligence.  However, the
Company's directors remain liable for breaches of their duty of
loyalty to the Company and its stockholders, as well as for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law and transactions from which a director
derives an improper personal benefit.  The Certificate also does not
absolve directors of liability under section 174 of the Delaware
General Corporation Law, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions in
certain circumstances and expressly sets forth a negligence standard
with respect to such liability.

     Under Delaware law, directors, officers, employees, and other
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection
with specified actions, suits, or proceedings, whether civil,
criminal, administrative, or investigative (other than an action by or
in the right of the corporation - a "derivative action") if they acted
in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.  A similar standard of care is applicable
in the case of a derivative action, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection
with the defense or settlement of such an action and Delaware law
requires court approval before there can be any indemnification of
expenses where the person seeking indemnification has been found
liable to the Company.

     The Certificate provides, among other things, that each person
who was or is made a party to, or is threatened to be made a party to,
or is involved in, any action, suit, or proceeding by reason of the
fact that he or she is or was a director or officer of the Company (or
was serving at the request of the Company as a director, officer,
employee, or agent for another entity), will be indemnified and held
harmless by the Company to the full extent authorized by Delaware law
against all expense, liability, or loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts to be
paid in settlement) reasonably incurred by such person in connection
therewith.  The rights conferred thereby will be deemed to be contract
rights and will include the right to be paid by the Company for the
expenses incurred in defending the proceedings specified above in
advance of their final disposition.

     As authorized by the Certificate, the Company has entered into
indemnification agreements with each of its directors and officers.
These indemnification agreements provide for, among other things, (i)
the indemnification by the Company of the indemnitees thereunder to
the extent described above, (ii) the advancement of attorneys' fees
and other expenses, and (iii) the establishment, upon approval by the
Company's Board of Directors, of trusts or other funding mechanisms to
fund the Company's indemnification obligations thereunder.

Item 8.  Exhibits

               4.1 --   Certificate of Incorporation of the
            Company (incorporated by reference to Exhibit 3.1 to the
            Company's Annual Report on Form 10-K for the fiscal year
            ended January 28, 1995 (the "1994 Form 10-K"))

               4.2 --   By-Laws of the Company (incorporated by
            reference to Exhibit 3.2 to the 1994 Form 10-K)

               4.3 --   Rights Agreement between the Company and
            the Rights Agent thereunder (incorporated by reference to
            Exhibit 4.3 to the 1994 Form 10-K)

               5  --   Opinion of Counsel

              23  --   Consent of KPMG Peat Marwick LLP

              24  --   Powers of Attorney

Item 9.  Undertakings

     A.  The Company hereby undertakes:

       (1)     To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration
     Statement: (i) to include any prospectus required by Section
     10(a)(3) of the Securities Act,  unless the information required
     to be included in such post-effective amendment is contained in
     periodic reports filed by the Company pursuant to Section 13 or
     Section 15(d) of the Exchange Act and incorporated herein by
     reference; (ii) to reflect in the prospectus any facts or events
     arising after the effective date of this Registration Statement
     (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change
     in the information set forth in this Registration Statement
     unless the information required to be included in such
     post-effective amendment is contained in periodic reports filed
     by the Company pursuant to Section 13 or Section 15(d) of the
     Exchange Act and incorporated herein by reference; and (iii) to
     include any material information with respect to the plan of
     distribution not previously disclosed in this Registration
     Statement or any material change to such information in this
     Registration Statement;

       (2)     That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof; and

       (3)     To remove from registration by means of a
     post-effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     B.  The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.




                              SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State
of Ohio on March 3, 1997.

                                   FEDERATED DEPARTMENT STORES, INC.

                                   By:           /s/ Dennis J. Broderick
                                                   Dennis J. Broderick
                                       Senior Vice President, General Counsel,
                                                    and Secretary


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated on March 3, 1997.

   Signature                                          Title
                                        
   *Allen I. Questrom                   Chairman of the Board and Chief
   Allen I. Questrom                    Executive Officer (principal
                                        executive officer) and Director

    *Ronald W. Tysoe                    Vice Chairman and Chief Financial
    Ronald W. Tysoe                     Officer (principal financial officer) 
                                        and Director

    *Joel A. Belsky                     Vice President and Controller
     Joel A. Belsky                     (principal accounting officer)

    *Lyle Everingham                    Director
    Lyle Everingham

    *Meyer Feldberg                     Director
     Meyer Feldberg

  *Earl G. Graves, Sr.                  Director
  Earl G. Graves, Sr.                   
                                        
    *George V. Grune                    Director
    George V. Grune

    *Joseph Neubauer                    Director
    Joseph Neubauer

   *Paul W. Van Orden                   Director
   Paul W. Van Orden

*Karl M. von der Heyden                 Director
 Karl M. von der Heyden

 *Marna C. Whittington                  Director
  Marna C. Whittington

  *James M. Zimmerman                   Director
   James M. Zimmerman


*The undersigned, by signing his name hereto, does sign and
execute this Registration Statement pursuant to Powers of
Attorney executed by the above-named persons.

                                             /s/ Dennis J. Broderick
                                               Dennis J. Broderick,
                                                 Attorney-in-Fact

                         INDEX TO EXHIBITS

                                                           Sequentially
                                                           Numbered
Exhibit No.              Exhibit                               Page
  4.1   -- Certificate of Incorporation
        of the Company (incorporated by
        reference to Exhibit 3.1 to the
        Company's Annual Report on Form
        10-K for the fiscal year ended
        January 28, 1995 (the "1994
        Form 10-K"))

  4.2   -- By-Laws of the Company
        (incorporated by reference to
        Exhibit 3.2 to the 1994 Form 10-K)

  4.3   -- Rights Agreement between the
        Company and the Rights Agent
        thereunder (incorporated by
        reference to Exhibit 4.3 to the
        1994 Form 10-K)

  5  -- Opinion of Counsel

 23  -- Consent of KPMG Peat Marwick LLP

 24  -- Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16385}]
{"company-data": {"conformed-name": "FEDERATED DEPARTMENT STORES INC /DE/", "cik": "0000794367", "assigned-sic": "5311", "irs-number": "133324058", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22737", "film-number": "97550344"}, "business-address": {"street1": "7 W SEVENTH ST", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "2126954400"}, "mail-address": {"street1": "7 W SEVENTH ST", "city": "CINCINNATI", "state": "OH", "zip": "45202"}, "former-company": {"former-conformed-name": "R H MACY & CO INC", "date-changed": "19950307"}}
As filed with the Securities and Exchange Commission on March 4, 1997

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                    FEDERATED DEPARTMENT STORES, INC.

                           151 West 34th Street
                         New York, New York 10001
                              (212) 695-4400

                                  -and-

 Delaware                  7 West Seventh Street             13-3324058
(State of                 Cincinnati, Ohio  45202            (I.R.S. Employer
incorporation)                (513) 579-7000                 Identification
                                                             Number)

                    FEDERATED DEPARTMENT STORES, INC.
             NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

                Copies of notices and other communications
                            should be sent to:
  Dennis J. Broderick, Esq.                  Mark E. Betzen, Esq.
    Senior Vice President,                Jones, Day, Reavis & Pogue
General Counsel, and Secretary             2300 Trammell Crow Center
Federated Department Stores, Inc.               2001 Ross Avenue
    7 West Seventh Street                     Dallas, Texas  75201
   Cincinnati, Ohio  45202                       (214) 220-3939
       (513) 579-7000                              

   Approximate date of commencement of proposed sale to the public:   From
time to time after the effective date of this Registration Statement.

                     CALCULATION OF REGISTRATION FEE

                                             Proposed     Proposed       
                                             Maximum      Maximum        
Title of                          Amount     Offering    Aggregate    Amount of
Securities to                     to be       Price       Offering    Registra-
be Registered                    Registered   per          Price *      tion
                                              Share *                    Fee
                                                                     
Common Stock, par value $0.01
per share .  .  .  .  .  .  .     75,000     $34.9375    $2,620,313    $794.03

   *   Estimated solely for the purpose of computing the registration fee
in accordance with Rule 457(h)(1) based on the market value of shares of
Federated Common Stock ($34.9375 per share, which is the average of the
high and low sale prices of a share of Federated Common Stock on the
Composite Tape of The New York Stock Exchange, Inc. on February 26, 1997).

                               PART II

Item 3.  Incorporation of Documents by Reference

     The following documents (or, as applicable, the portions thereof
specified below) filed by Federated Department Stores, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference, as of
their respective dates, in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended February 3, 1996 (Commission File No. 1-13536);

     (b)       The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended May 4, August 3, and November 2, 1996 and
Current Report on Form 8-K, dated May 21, 1996; and

     (c)       The description of the Common Stock contained in a
Registration Statement on Form 8-A filed with the Commission on
December 12, 1994 pursuant to Section 12(b) of the Exchange Act.

In addition, all documents hereafter filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

     The Company's Certificate of Incorporation (the "Certificate")
provides, as do the charters of many other publicly held companies,
that the personal liability of directors of the Company to the Company
is eliminated to the maximum extent permitted by Delaware law.  The
Certificate and the Company's By-Laws (the "By-Laws") provide for the
indemnification of the directors, officers, employees, and agents of
the Company and its subsidiaries to the full extent that may be
permitted by Delaware law from time to time, and the By-Laws provide
for various procedures relating thereto.  Certain provisions of the
Certificate protect the Company's directors against personal liability
for monetary damages resulting from breaches of their fiduciary duty
of care, except as set forth below.  Under Delaware law, absent these
provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence.  The
Certificate absolves directors of liability for negligence in the
performance of their duties, including gross negligence.  However, the
Company's directors remain liable for breaches of their duty of
loyalty to the Company and its stockholders, as well as for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law and transactions from which a director
derives an improper personal benefit.  The Certificate also does not
absolve directors of liability under section 174 of the Delaware
General Corporation Law, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions in
certain circumstances and expressly sets forth a negligence standard
with respect to such liability.

     Under Delaware law, directors, officers, employees, and other
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection
with specified actions, suits, or proceedings, whether civil,
criminal, administrative, or investigative (other than an action by or
in the right of the corporation - a "derivative action") if they acted
in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.  A similar standard of care is applicable
in the case of a derivative action, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection
with the defense or settlement of such an action and Delaware law
requires court approval before there can be any indemnification of
expenses where the person seeking indemnification has been found
liable to the Company.

     The Certificate provides, among other things, that each person
who was or is made a party to, or is threatened to be made a party to,
or is involved in, any action, suit, or proceeding by reason of the
fact that he or she is or was a director or officer of the Company (or
was serving at the request of the Company as a director, officer,
employee, or agent for another entity), will be indemnified and held
harmless by the Company to the full extent authorized by Delaware law
against all expense, liability, or loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts to be
paid in settlement) reasonably incurred by such person in connection
therewith.  The rights conferred thereby will be deemed to be contract
rights and will include the right to be paid by the Company for the
expenses incurred in defending the proceedings specified above in
advance of their final disposition.

     As authorized by the Certificate, the Company has entered into
indemnification agreements with each of its directors and officers.
These indemnification agreements provide for, among other things, (i)
the indemnification by the Company of the indemnitees thereunder to
the extent described above, (ii) the advancement of attorneys' fees
and other expenses, and (iii) the establishment, upon approval by the
Company's Board of Directors, of trusts or other funding mechanisms to
fund the Company's indemnification obligations thereunder.

Item 8.  Exhibits

               4.1 --   Certificate of Incorporation of the
            Company (incorporated by reference to Exhibit 3.1 to the
            Company's Annual Report on Form 10-K for the fiscal year
            ended January 28, 1995 (the "1994 Form 10-K"))

               4.2 --   By-Laws of the Company (incorporated by
            reference to Exhibit 3.2 to the 1994 Form 10-K)

               4.3 --   Rights Agreement between the Company and
            the Rights Agent thereunder (incorporated by reference to
            Exhibit 4.3 to the 1994 Form 10-K)

               5  --   Opinion of Counsel

              23  --   Consent of KPMG Peat Marwick LLP

              24  --   Powers of Attorney

Item 9.  Undertakings

     A.  The Company hereby undertakes:

       (1)     To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration
     Statement: (i) to include any prospectus required by Section
     10(a)(3) of the Securities Act,  unless the information required
     to be included in such post-effective amendment is contained in
     periodic reports filed by the Company pursuant to Section 13 or
     Section 15(d) of the Exchange Act and incorporated herein by
     reference; (ii) to reflect in the prospectus any facts or events
     arising after the effective date of this Registration Statement
     (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change
     in the information set forth in this Registration Statement
     unless the information required to be included in such
     post-effective amendment is contained in periodic reports filed
     by the Company pursuant to Section 13 or Section 15(d) of the
     Exchange Act and incorporated herein by reference; and (iii) to
     include any material information with respect to the plan of
     distribution not previously disclosed in this Registration
     Statement or any material change to such information in this
     Registration Statement;

       (2)     That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof; and

       (3)     To remove from registration by means of a
     post-effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     B.  The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                              SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State
of Ohio on March 3, 1997.

                                   FEDERATED DEPARTMENT STORES, INC.

                                   By:           /s/ Dennis J. Broderick
                                                   Dennis J. Broderick
                                       Senior Vice President, General Counsel,
                                                    and Secretary

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated on March 3, 1997.

   Signature                                          Title
                                        
   *Allen I. Questrom                   Chairman of the Board and Chief
   Allen I. Questrom                    Executive Officer (principal
                                        executive officer) and Director

    *Ronald W. Tysoe                    Vice Chairman and Chief Financial
    Ronald W. Tysoe                     Officer (principal financial officer) 
                                        and Director

    *Joel A. Belsky                     Vice President and Controller
     Joel A. Belsky                     (principal accounting officer)

    *Lyle Everingham                    Director
    Lyle Everingham

    *Meyer Feldberg                     Director
     Meyer Feldberg

  *Earl G. Graves, Sr.                  Director
  Earl G. Graves, Sr.                   
                                        
    *George V. Grune                    Director
    George V. Grune

    *Joseph Neubauer                    Director
    Joseph Neubauer

   *Paul W. Van Orden                   Director
   Paul W. Van Orden

*Karl M. von der Heyden                 Director
 Karl M. von der Heyden

 *Marna C. Whittington                  Director
  Marna C. Whittington

  *James M. Zimmerman                   Director
   James M. Zimmerman

*The undersigned, by signing his name hereto, does sign and
execute this Registration Statement pursuant to Powers of
Attorney executed by the above-named persons.

                                             /s/ Dennis J. Broderick
                                               Dennis J. Broderick,
                                                 Attorney-in-Fact

                         INDEX TO EXHIBITS

                                                           Sequentially
                                                           Numbered
Exhibit No.              Exhibit                               Page
  4.1   -- Certificate of Incorporation
        of the Company (incorporated by
        reference to Exhibit 3.1 to the
        Company's Annual Report on Form
        10-K for the fiscal year ended
        January 28, 1995 (the "1994
        Form 10-K"))

  4.2   -- By-Laws of the Company
        (incorporated by reference to
        Exhibit 3.2 to the 1994 Form 10-K)

  4.3   -- Rights Agreement between the
        Company and the Rights Agent
        thereunder (incorporated by
        reference to Exhibit 4.3 to the
        1994 Form 10-K)

  5  -- Opinion of Counsel

 23  -- Consent of KPMG Peat Marwick LLP

 24  -- Powers of Attorney