As filed with the Securities and Exchange Commission on October 16, 2003


                                                      Registration No. 333-45852


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




                              RETAIL VENTURES, INC.
             (Exact name of Registrant as specified in its charter)

                    Ohio                                      20-0090238
         (State or other jurisdiction                     (I.R.S. Employer
     of incorporation or organization)                   Identification No.)

                              3241 Westerville Road
                              Columbus, Ohio 43224
              (Address of Registrant's principal executive offices)


                              RETAIL VENTURES, INC.
                              AMENDED AND RESTATED
                             1991 STOCK OPTION PLAN


                            (Full Title of the Plan)


                                James A. McGrady
   Executive Vice President, Chief Financial Officer, Treasurer and Secretary
                              Retail Ventures, Inc.
                              3241 Westerville Road
                              Columbus, Ohio 43224
                                 (614) 478-2300
            (Name, address and telephone number of agent for service)


                          Copies of Correspondence to:
                             Robert J. Tannous, Esq.
                       Porter, Wright, Morris & Arthur LLP
                              41 South High Street
                              Columbus, Ohio 43215









                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

     This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by Value City Department Stores, Inc., an Ohio corporation ("Value
City"), of a holding company form of organizational structure. The holding
company organizational structure was effected pursuant to an Agreement and Plan
of Merger (the "Merger Agreement") among Value City, Retail Ventures, Inc., an
Ohio corporation (the "Registrant"), and Value City Merger Sub, Inc., an Ohio
corporation and wholly owned subsidiary of the Registrant ("Merger
Corporation"). The Merger Agreement provides for, among other things, the merger
(the "Merger") of Merger Corporation with and into Value City, with Value City
as the surviving corporation. The Merger was approved by the shareholders of
Value City at a meeting for which proxies were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which was held on September 26, 2002.

     As a result of the Merger, which was consummated at 12:01 a.m. on October
8, 2003, Value City became a direct wholly owned subsidiary of the Registrant.
Each share of common stock, without par value, of Value City issued and
outstanding was converted into and exchanged for one share of common stock,
without par value, of the Registrant. Immediately prior to the consummation of
the Merger, the Registrant had nominal assets and liabilities.

     In accordance with Rule 414 under the Securities Act, the Registrant, as
successor issuer to Value City, hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Exchange
Act. The Value City Department Stores, Inc. Amended and Restated 1991 Stock
Option Plan to which this registration statement relates (the "Plan") shall be
known as the Retail Ventures, Inc. Amended and Restated 1991 Stock Option Plan.
Subsequent to the holding company reorganization, the Plan will continue to
cover employees of Value City. However, shares of stock issued in accordance
with the Plan shall be shares of stock of the Registrant rather than shares of
Value City.

     The applicable registration fees were paid at the time of the original
filing of this registration statement.


















                                     - 1 -




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on October 15, 2003.

                                     RETAIL VENTURES, INC.

                                     By: * John C. Rossler
                                        ----------------------------------------
                                     John C. Rossler, President and Chief
                                     Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated:





              SIGNATURE                                   TITLE                                      DATE

                                                                                   
         *Jay L. Schottenstein               Chairman of the Board                      )    October 15, 2003
-----------------------------------                                                     )
         Jay L. Schottenstein                                                           )
                                                                                        )
                                                                                        )
         *John C. Rossler                    President and Chief Executive Officer      )    October 15, 2003
-----------------------------------          (Principal Executive Officer)              )
         John C. Rossler                                                                )
                                                                                        )
                                                                                        )
         /s/ James A. McGrady                Executive Vice President, Chief            )    October 15, 2003
-----------------------------------          Financial Officer, Treasurer, and          )
         James A. McGrady                    Secretary (Principal Financial Officer)    )
                                                                                        )
                                                                                        )
         *Henry L. Aaron                     Director                                   )    October 15, 2003
-----------------------------------                                                     )
         Henry L. Aaron                                                                 )
                                                                                        )
                                                                                        )
         *Ari Deshe                          Director                                   )    October 15, 2003
-----------------------------------                                                     )
          Ari Deshe                                                                     )
                                                                                        )
                                                                                        )
         *Jon P. Diamond                     Director                                   )    October 15, 2003
-----------------------------------                                                     )
         Jon P. Diamond                                                                 )
                                                                                        )
                                                                                        )
         *Elizabeth M. Eveillard             Director                                   )    October 15, 2003
-----------------------------------                                                     )
         Elizabeth M. Eveillard                                                         )
                                                                                        )
                                                                                        )
         *Harvey L. Sonnenberg               Director                                   )    October 15, 2003
-----------------------------------                                                     )
         Harvey L. Sonnenberg                                                           )
                                                                                        )




                                     - 2 -







                                                                                   
         *James L. Weisman                   Director                                   )    October 15, 2003
-----------------------------------                                                     )
         James L. Weisman                                                               )


*By:    /s/ James A. McGrady
      ------------------------------------------
       James A. McGrady, attorney-in-fact
       for each of the persons indicated






























                                     - 3 -






                           Registration No. 333-45852




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933






                              RETAIL VENTURES, INC.



                                    EXHIBITS










                                  EXHIBIT INDEX



     Exhibit                               Exhibit
     Number                              Description
     ------                              -----------

     4(a)    *     Retail Ventures, Inc. Amended and Restated 1991 Stock Option
                   Plan.

     4(b)          Amended and Restated Articles of Incorporation of Retail
                   Ventures, Inc. (Previously filed as Exhibit 3(a) to Form 8-K
                   (file No. 001-10767) filed October 8, 2003, and incorporated
                   herein by reference).

     4(c)          Amended and Restated Code of Regulations of Retail Ventures,
                   Inc. (Previously filed as Exhibit 3(b) to Form 8-K (file No.
                   001-10767) filed October 8, 2003, and incorporated herein by
                   reference).

     5       *     Opinion of Porter, Wright, Morris & Arthur LLP regarding
                   legality.

     23(a)         Consent of Porter, Wright, Morris & Arthur LLP (included in
                   Exhibit 5 filed herewith).

     23(b)   *     Consent of Deloitte & Touche LLP.

     24      *     Powers of Attorney.



     * Filed with this Registration Statement