Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WHITTINGTON MARNA C
  2. Issuer Name and Ticker or Trading Symbol
Macy's, Inc. [M]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2959 BARLEY MILL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2009
(Street)

YORKLYN, DE 19736
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2009   M   341 (1) A $ 0 25,467 D  
Common Stock 09/30/2009   D   341 (1) D $ 17.08 (2) 25,126 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (3) 09/30/2009   M     341 09/30/2009 09/30/2009 Common Stock 341 $ 0 0 D  
Phantom Stock Units (3) 09/30/2009   A   986   09/30/2012 09/30/2012 Common Stock 986 $ 15.58 (4) 986 D  
Phantom Stock Units (3) 09/30/2009   A   984     (5)   (5) Common Stock 984 $ 15.58 (4) 984 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WHITTINGTON MARNA C
2959 BARLEY MILL ROAD
YORKLYN, DE 19736
  X      

Signatures

 /s/ Linda J. Balicki, as attorney-in-fact for Marna C. Whittington pursuant to a Power of Attorney   10/02/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with this transaction, the reporting person acquired 24 stock credits resulting from a dividend reinvestment feature of the directors' compensation program. Those shares were settled in cash at the same $17.08 per share price, or $409.92.
(2) The price is based on the average closing price, as reported on the New York Stock Exchange, for the 20 business days preceding the payment date.
(3) 1-for-1 conversion.
(4) The price noted is the average of the value of the stock units granted each month during the quarter for which this report is filed.
(5) Units are to be received by the reporting person upon termination from the Board of Directors.

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