Sec Form 4 Filing - VON DER HEYDEN KARL M @ Macy's, Inc. - 2010-03-31

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 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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1. Name and Address of Reporting Person VON DER HEYDEN KARL M 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) 25 CENTRAL PARK WEST, #24K 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2010 (Street) NEW YORK, NY10023 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/31/2010 M 439 ( 1 ) A $ 0 20,283 D Common Stock 03/31/2010 D 439 ( 1 ) D $ 21.35 ( 2 ) 19,844 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ) 03/31/2010 M 439 03/31/2010 03/31/2010 Common Stock 439 $ 0 0 D Phantom Stock Units ( 3 ) 03/31/2010 A 1 03/13/2013 03/13/2013 Common Stock 1 $ 19.74 ( 4 ) 1 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VON DER HEYDEN KARL M 25 CENTRAL PARK WEST #24K NEW YORK, NY10023 X Signatures /s/ Linda J. Balicki, as attorney-in-fact for Karl M. von der Heyden pursuant to a Power of Attorney 04/02/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with this transaction, the reporting person acquired 30 stock credits resulting from a dividend reinvestment feature of the directors' compensation program. Those shares were settled in cash at the same $21.35 per share price, or $640.50. ( 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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