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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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

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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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