Item 8.01. Other Events.

     On June 23, 2008, Macy’s, Inc. (“Macy’s”) and its wholly owned subsidiary, Macy’s Retail Holdings, Inc. (“Macy’s Holdings”), entered into an underwriting agreement with Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. as representatives of the underwriters named therein, in connection with the offer and sale of $650 million aggregate principal amount of Macy’s Holdings’ 7.875% Senior Notes due 2015, which will be fully and unconditionally guaranteed by Macy’s. The underwriting agreement includes the terms and conditions of the offer and sale of the senior notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The foregoing disclosure is qualified in its entirety by reference to the underwriting agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

     The senior notes will be issued under an indenture, dated as of November 2, 2006, as supplemented by the Fifth Supplemental Indenture contemplated to be entered into, among Macy’s Holdings, as issuer, Macy’s, as guarantor, and U.S. Bank National Association, as trustee.

     Certain of the underwriters and their respective affiliates (i) have provided, and may in the future provide, investment banking and/or commercial banking services to Macy’s, Macy’s Holdings and their subsidiaries from time to time and have received, and will in the future receive, customary fees in connection with providing these services and (ii) hold positions in Macy’s Holdings’ debt securities.

     Macy’s Holdings intends to use the net proceeds of the offering for general corporate purposes, which may include the payment of amounts due on $500 million of senior notes that mature in September 2008 and $150 million of senior notes that mature in November 2008.

     In connection with the offering of the senior notes, Macy’s is filing certain other exhibits to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

Exhibit
Number		Description
1.1		Underwriting Agreement, dated June 23, 2008, among Macy’s Retail Holdings, Inc., Macy’s, Inc. and the underwriters named therein
5.1		Opinion of Jones Day
12.1		Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1		Consent of Jones Day (included in Exhibit 5.1 hereof)

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.

INDEX TO EXHIBITS

Exhibit
Number		Description
1.1		Underwriting Agreement, dated June 23, 2008, among Macy’s Retail Holdings, Inc., Macy’s, Inc. and the underwriters named therein
5.1		Opinion of Jones Day
12.1		Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1		Consent of Jones Day (included in Exhibit 5.1 hereof)