Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Harrison Robert B
2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2012
3. Issuer Name and Ticker or Trading Symbol
Macy's, Inc. [M]
(Last)
(First)
(Middle)
C/O MACY'S, INC., 7 WEST SEVENTH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CINCINNATI, OH 45202
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 26,886
D
 
Common Stock 1,743 (1)
I
By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock   (2) 05/08/2012 Common Stock 8,376 $ 31.68 D  
Option to Purchase Common Stock   (3) 05/14/2013 Common Stock 5,584 $ 19.315 D  
Option to Purchase Common Stock   (4) 05/12/2014 Common Stock 6,534 $ 24.975 D  
Option to Purchase Common Stock   (5) 11/10/2014 Common Stock 17,868 $ 24.83 D  
Option to Purchase Common Stock   (6) 05/11/2015 Common Stock 25,126 $ 33.055 D  
Option to Purchase Common Stock   (7) 03/24/2016 Common Stock 10,808 $ 36.26 D  
Option to Purchase Common Stock   (8) 03/23/2017 Common Stock 18,500 $ 46.15 D  
Option to Purchase Common Stock   (9) 03/21/2018 Common Stock 30,573 $ 24.85 D  
Option to Purchase Common Stock   (10) 05/16/2018 Common Stock 11,207 $ 25.32 D  
Option to Purchase Common Stock   (11) 03/20/2019 Common Stock 43,478 $ 8.76 D  
Option to Purchase Common Stock   (12) 03/19/2020 Common Stock 25,227 $ 20.89 D  
Option to Purchase Common Stock   (13) 03/25/2021 Common Stock 50,561 $ 23.43 D  
Phantom Stock Units   (14) 02/14/2013 Common Stock 20,303.87 $ (15) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harrison Robert B
C/O MACY'S, INC.
7 WEST SEVENTH STREET
CINCINNATI, OH 45202
      Executive Vice President  

Signatures

/s/ Linda J. Balicki, as attorney-in-fact for Robert B. Harrison pursuant to a Power of Attorney 02/28/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Reflects the reporting person's interest in Macy's stock under the Issuer's 401(k) plan, derived by dividing the value of the undivided interest of the reporting person in the applicable investment fund as of February 27, 2012 by $37.37, the stock price of such date.
(2) Options became/become exercisable as follows: 2,094 on May 8, 2003; 2,094 on May 8, 2004; 2,094 on May 8, 2005 and 2,094 on May 8, 2006.
(3) Options became/become exercisable as follows: 1,396 on May 14, 2004; 1,396 on May 14, 2005; 1,396 on May 14, 2006 and 1,396 on May 14, 2007.
(4) Options became/become exercisable as follows: 1,634 on May 12, 2005; 1,633 on May 12, 2006; 1,634 on May 12, 2007 and 1,633 on May 12, 2008.
(5) Options became/become exercisable as follows: 4,467 on November 10, 2005; 4,467 on November 10, 2006; 4,467 on November 10, 2007 and 4,467 on November 10, 2008.
(6) Options became/become exercisable as follows: 6,282 on May 11, 2006; 6,281 on May 11, 2007; 6,282 on May 11, 2008 and 6,281 on May 11, 2009.
(7) Options became/become exercisable as follows: 2,702 on March 24, 2007; 2,702 on March 24, 2008; 2,702 on March 24, 2009 and 2,702 on March 24, 2010.
(8) Options became/become exercisable as follows: 4,625 on March 23, 2008; 4,625 on March 23, 2009; 4,625 on March 23, 2010 and 4,625 on March 23, 2011.
(9) Options became/become exercisable as follows: 7,644 on March 21, 2009; 7,643 on March 21, 2010; 7,643 on March 21, 2011 and 7,643 on March 21, 2012.
(10) Options became/become exercisable as follows: 2,802 on May 16, 2009; 2,802 on May 16, 2010; 2,802 on May 16, 2011 and 2,801 on May 16, 2012.
(11) Options became/become exercisable as follows: 21,739 on March 20, 2012 and 20,739 on March 20, 2013.
(12) Options became/become exercisable as follows: 6,307 on March 19, 2011; 6,307 on March 19, 2012; 6,307 on March 19, 2013 and 6,306 on March 19, 2014.
(13) Options became/become exercisable as follows: 12,641 on March 25, 2012; 12,640 on March 25, 2013; 12,640 on March 25, 2014 and 12,640 on March 25, 2015.
(14) The value of the Phantom Stock Units will be payable in cash on February 14, 2013.
(15) 1-for-1 conversion.

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