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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000949265-05-000586.txt : 20050624
<SEC-HEADER>0000949265-05-000586.hdr.sgml : 20050624
<ACCEPTANCE-DATETIME>20050624173756
ACCESSION NUMBER:		0000949265-05-000586
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20080808
FILED AS OF DATE:		20050624
DATE AS OF CHANGE:		20050624

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			SCHOTTENSTEIN JAY L
		CENTRAL INDEX KEY:			0001031000

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32545
		FILM NUMBER:		05915863

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		6144494281

	MAIL ADDRESS:	
		STREET 1:		1800 MOLER ROAD
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43207

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DSW Inc.
		CENTRAL INDEX KEY:			0001319947
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-SHOE STORES [5661]
		IRS NUMBER:				310746639
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0129

	BUSINESS ADDRESS:	
		STREET 1:		4150 EAST 5TH AVENUE
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43219
		BUSINESS PHONE:		(614) 237-7100

	MAIL ADDRESS:	
		STREET 1:		4150 EAST 5TH AVENUE
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43219
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>sch19.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2008-08-08</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001319947</issuerCik>
        <issuerName>DSW Inc.</issuerName>
        <issuerTradingSymbol>DSW</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001031000</rptOwnerCik>
            <rptOwnerName>SCHOTTENSTEIN JAY L</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>SCHOTTENSTEIN STORES CORPORATION</rptOwnerStreet1>
            <rptOwnerStreet2>1800 MOLER ROAD</rptOwnerStreet2>
            <rptOwnerCity>COLUMBUS</rptOwnerCity>
            <rptOwnerState>OH</rptOwnerState>
            <rptOwnerZipCode>43209</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chairman and CEO</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class B Common Shares</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>27702667</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Retail Ventures, Inc.</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Warrants</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2012-06-11</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Shares</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>0</value>
                    <footnoteId id="F3"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By: Schottenstein Stores Corporation</value>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Warrants</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F6"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F5"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Shares</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>0</value>
                    <footnoteId id="F6"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By: Schottenstein Stores Corporation</value>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">See Footnote (1) on Attached Exhibit 99.</footnote>
        <footnote id="F2">See Footnote (2) on Attached Exhibit 99.</footnote>
        <footnote id="F3">See Footnote (3) on Attached Exhibit 99.</footnote>
        <footnote id="F4">See Footnote (4) on Attached Exhibit 99.</footnote>
        <footnote id="F5">See Footnote (5) on Attached Exhibit 99.</footnote>
        <footnote id="F6">See Footnote (6) on Attached Exhibit 99.</footnote>
    </footnotes>

    <remarks>The date of the event requiring statement will be time of the registration of the Class A Common shares on the New York Stock Exchange, which is expected to occur on or about June 29, 2005.
EXHIBIT INDEX - Exhibit 24-POA; Exhibit 99-Footnotes.</remarks>

    <ownerSignature>
        <signatureName>By: Robert J. Tannous, Attorney-in-Fact</signatureName>
        <signatureDate>2005-06-24</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>schottenstein.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
EXHIBIT 24
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints each of James A. McGrady and Robert J. Tannous, signing singly,
as the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer/director of DSW Inc. (the "Company"),a Form ID,
Forms 3, 4, and 5 and any other documents necessary to facilitate the
filing of reports in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form ID or Forms 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.

This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of June, 2005.

    /s/   Jay L. Schottenstein
___________________________________
              Signature

Printed Name:  Jay L. Schottenstein
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>jlsf3fn.txt
<DESCRIPTION>FOOTNOTES
<TEXT>



EXHIBIT 99
To Form 3

Name and Address of Reporting Person:          Jay L. Schottenstein
                                               Schottenstein Stores Corporation
                                               1800 Moler Road
                                               Columbus, OH  43209

Issuer Name and Ticker or Trading Symbol:      DSW Inc. (DSW)


FOOTNOTES:

(1) The amount reported includes 27,702,667 Class B Common Shares held by Retail
Ventures, Inc., or Retail Ventures. As of April 30, 2005, Schottenstein Stores
Corporation, or SSC, held approximately 48.2% on a fully diluted basis of the
outstanding common shares of Retail Ventures, and Jay L. Schottenstein
beneficially owned approximately 78.4% of the common shares of SSC. In addition,
Mr. Schottenstein was also the sole beneficial owner of 144,000 Retail Ventures
common shares and held 52,500 Retail Ventures common shares through Glosser
Brothers Acquisition, Inc., or GBA, of which Mr. Schottenstein was Chairman of
the Board, President, a director and a trustee or co-trustee of family trusts
that own 100% of the stock of GBA. Mr. Schottenstein has voting and investment
power as co-trustee of a family trust that owns 30,000 Retail Ventures common
shares, and is one of five trustees of a foundation that owns 67,944 Retail
Ventures common shares. Mr. Schottenstein also held options convertible into
50,000 Retail Ventures common shares. By virtue of his direct ownership
interests in SSC and Retail Ventures, Mr. Schottenstein may be deemed to
beneficially own the DSW Class B Common Shares owned by Retail Ventures. Mr.
Schottenstein disclaims beneficial ownership of such shares, except to the
extent of his pecuniary interest therein.

(2) The warrants shall be exercisable for DSW Class A Common Shares as of the
date of DSW Inc.'s initial public offering, or IPO, of its Class A Common
Shares.

(3) Retail Ventures has amended outstanding warrants held by SSC to provide SSC
the right, from time to time, in whole or in part, to (i) acquire Retail
Ventures common shares at the then current conversion price of the warrants
(subject to the existing anti-dilution provisions), (ii) acquire from Retail
Ventures Class A Common Shares of DSW at an exercise price per share equal to
the price of shares sold to the public in the IPO (subject to anti-dilution
provisions similar to those in the existing warrants), or (iii) acquire a
combination thereof. Assuming an exercise price per share of $16.00, or the
midpoint of the range set forth on the cover page of the prospectus contained in
Amendment No. 3 to the IPO registration statement, SSC would receive 390,586
Class A Common Shares if they exercised those warrants exclusively for DSW
Common Shares. Although Retail Ventures does not intend or plan to undertake a
spin-off of DSW Common Shares to Retail Ventures shareholders, in the event that
Retail Ventures effects a spin-off of its DSW Common Shares to its shareholders
in the future, SSC will receive the same number of DSW Common Shares that it
would have received had it exercised its warrants in full for Retail Ventures
common shares immediately prior to the record date of the spin-off, without
regard to any limitation on exercise contained in the warrants. Following the
completion of any such spin-off, the warrants will be exercisable solely for
Retail Ventures common shares.

(4) As of April 30, 2005, Jay L. Schottenstein beneficially owned approximately
78.4% of the common shares of SSC. By virtue of his direct ownership interest in
SSC, Mr. Schottenstein may be deemed to beneficially own the DSW Class A Common
Shares issuable to SSC upon exercise of the warrants described in footnotes (3)
and (6).

(5) The later of June 11, 2007 and the repayment in full of obligations under a
$75 million loan agreement under which Retail Ventures is a guarantor.

(6) Retail Ventures has issued new warrants to SSC under which SSC will have the
right, from time to time, in whole or in part, to (i) acquire Retail Ventures
common shares at the conversion price referred to in a convertible loan to which
it is party (subject to existing anti-dilution provisions), (ii) acquire from
Retail Ventures Class A Common Shares of DSW at an exercise price per share
equal to the price of the shares sold to the public in the IPO (subject to
anti-dilution provisions similar to those in the existing warrants) or (iii)
acquire a combination thereof. Although Retail Ventures does not intend or plan
to undertake a spin-off of DSW Common Shares to Retail Ventures shareholders, in
the event that Retail Ventures effects a spin-off of its DSW Common Shares to
its shareholders in the future, the holders of outstanding unexercised warrants
will receive the same number of DSW Common Shares that they would have received
had they exercised their warrants in full for Retail Ventures common shares
immediately prior to the record date of the spin-off, without regard to any
limitation on exercise contained in the warrants. Following the completion of
any such spin-off, the warrants will be exercisable solely for Retail Ventures
common shares.

         SSC may acquire, upon exercise of the warrants in full, an aggregate
number of Class A Common Shares of DSW from Retail Ventures which, at the price
of shares sold in this offering, have a value equal to $75 million. Assuming an
exercise price per share of $16.00, or the midpoint of the range set forth on
the cover page of the prospectus contained in Amendment No. 3 to the IPO
registration statement, SSC would receive 2,343,750 Class A Common Shares if it
exercised these warrants exclusively for DSW Common Shares.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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