UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934




                                    DSW Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                  Class A Common Stock, no par value per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    23334L102
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                June 28, 2005
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
13G is filed:

            [ ] Rule 13d-1(b)
            [X] Rule 13d-1(c)
            [ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





                               CUSIP NO. 23334L102
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(1)  Names of Reporting  Persons.  I.R.S.  Identification  Nos. of Above Persons
     (entities only):   Stephen Feinberg
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(2)  Check  the  Appropriate  Box if a  Member of a Group   (See   Instructions)
        (a)   N/A                        (b) N/A
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(3)  SEC Use Only
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(4)  Citizenship or Place of Organization:  United States
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Number of Shares Beneficially Owned by
    Each Reporting Person               (5)  Sole Voting Power:       1,571,862*
                                             -----------------------------------
                                        (6)  Shared Voting Power:             0
                                             -----------------------------------
                                        (7)  Sole Dispositive Power:  1,571,862*
                                             -----------------------------------
                                        (8)  Shared Dispositive Power:        0
                                             -----------------------------------
--------------------------------------------------------------------------------

(9)  Aggregate Amount Beneficially Owned by Each Reporting Person:    1,571,862*
--------------------------------------------------------------------------------

(10) Check if the  Aggregate  Amount in Row (9)  Excludes  Certain  Shares  (See
     Instructions)  N/A
--------------------------------------------------------------------------------

(11) Percent of Class Represented by Amount in Row (9):  9.99%*
--------------------------------------------------------------------------------

(12) Type of Reporting Person (See Instructions):  IA, IN
--------------------------------------------------------------------------------

* On June 28, 2005,  DSW, Inc., an Ohio  corporation  ("DSW")  majority owned by
Retail  Ventures,  Inc., an Ohio  corporation  ("RVI"),  consummated  an initial
public  offering  (the "IPO") of Class A Common  Shares,  no par value (the "DSW
Class A Shares"),  and became a reporting company under the Securities  Exchange
Act of 1934,  as amended.  In connection  with the closing of the IPO,  which is
expected  to occur on or about  July 5,  2005  (the  "Closing"),  the terms of a
Senior Subordinated  Convertible Loan (the "Senior Loan") held by, among others,
Cerberus Partners,  L.P., a Delaware limited partnership  ("Cerberus"),  and the
terms of  certain  term loans (the "Term  Loans")  also held by,  among  others,
Cerberus, will be amended. Pursuant to the amendments to the Senior Loan and the
Term Loans, among other things,  Cerberus will be granted a warrant (the "Senior
Loan Warrant")  providing  Cerberus the right, from time to time, in whole or in
part and subject to certain conditions,  to (i) acquire common shares of RVI, no
par value (the "RVI Common  Shares") at the then current  exercise  price of the
Senior Loan Warrant,  (ii) acquire,  from RVI, DSW Class A Shares at an exercise
price per share  equal to the price of DSW Class A Shares  sold to the public in
the IPO (the "IPO Price"), or (iii) acquire a combination  thereof. In addition,
a warrant currently held by Cerberus (the "Term Loan Warrant," and together with
the Senior Loan  Warrant,  the "Cerberus  Warrants")  will be amended to provide
Cerberus  the  right,  from  time to time,  in whole or in part and  subject  to
certain  conditions,  to (i)  acquire  RVI  Common  Shares  at the then  current
exercise  price of the Term Loan Warrant,  (ii)  acquire,  from RVI, DSW Class A
Shares at an exercise price per share equal to the IPO Price, or (iii) acquire a
combination  thereof.  Subject to the limitation described below, based upon the
exercise price per share of $19.00 for each of the Cerberus  Warrants,  upon the
Closing,  Cerberus  would have the right to acquire up to 1,973,685  DSW Class A
Shares  upon full  exercise of the Senior  Loan  Warrant,  and up to 328,915 DSW
Class A Shares upon full exercise of the Term Loan Warrant. Each of the Cerberus
Warrants,  however,  will  provide  that  in no  event  shall  such  warrant  be
exercisable to the extent that the issuance of DSW Class A Shares upon exercise,
after  taking into account the DSW Class A Shares then owned by Cerberus and its
affiliates,  would  result  in the  beneficial  ownership  by  Cerberus  and its
affiliates of more than 9.99% of the DSW Class A Shares outstanding  immediately
after giving effect to such exercise.  Thus, upon the Closing,  for the purposes
of Reg. Section  240.13d-3,  Stephen Feinberg will be deemed to beneficially own
1,571,862  Shares,  or  9.99%  of the  DSW  Class A  Shares  deemed  issued  and
outstanding.





Item 1(a).  Name Of Issuer:   DSW Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:
           4150 East 5th Avenue, Columbus, Ohio 43219.


Item 2(a). Name of Person Filing:  Stephen Feinberg

Item 2(b).  Address  of  Principal  Business  Office  or,  if  None,  Residence:
            299 Park Avenue,  22nd Floor, New York, New York 10171.

Item 2(c).  Citizenship:  United States

Item 2(d). Title of Class of Securities: 
           Class A Common Stock,no par value per share

Item 2(e).  CUSIP No.:  23334L102


Item 3.     If  This  Statement  Is  Filed  Pursuant  to Section 240.13d-1(b) or
            240.13d-2(b) or (c), check whether the Person Filing is a

            Not Applicable.


Item 4.     Ownership

           (a)  Amount Beneficially Owned (as of December 31, 2004)   1,571,862*

           (b)  Percent of Class (as of December 31, 2004):               9.99%*

           (c)  Number of Shares as to which such person has:

               (i)  sole power to vote or to direct the vote          1,571,862*

               (ii) shared power to vote or to direct the vote   0

               (iii) sole power to dispose or to direct the disposition of
                     1,571,862*

               (iv) shared power to dispose or to direct the disposition of   0


* On June 28, 2005,  DSW, Inc., an Ohio  corporation  ("DSW")  majority owned by
Retail  Ventures,  Inc., an Ohio  corporation  ("RVI"),  consummated  an initial
public  offering  (the "IPO") of Class A Common  Shares,  no par value (the "DSW
Class A Shares"),  and became a reporting company under the Securities  Exchange
Act of 1934,  as amended.  In connection  with the closing of the IPO,  which is
expected  to occur on or about  July 5,  2005  (the  "Closing"),  the terms of a
Senior Subordinated  Convertible Loan (the "Senior Loan") held by, among others,
Cerberus Partners,  L.P., a Delaware limited partnership  ("Cerberus"),  and the
terms of  certain  term loans (the "Term  Loans")  also held by,  among  others,
Cerberus, will be amended. Pursuant to the amendments to the Senior Loan and the
Term Loans, among other things,  Cerberus will be granted a warrant (the "Senior
Loan Warrant")  providing  Cerberus the right, from time to time, in whole or in
part and subject to certain conditions,  to (i) acquire common shares of RVI, no
par value (the "RVI Common  Shares") at the then current  exercise  price of the
Senior Loan Warrant,  (ii) acquire,  from RVI, DSW Class A Shares at an exercise
price per share  equal to the price of DSW Class A Shares  sold to the public in
the IPO (the "IPO Price"), or (iii) acquire a combination  thereof. In addition,
a warrant currently held by Cerberus (the "Term Loan Warrant," and together with
the Senior Loan  Warrant,  the "Cerberus  Warrants")  will be amended to provide
Cerberus  the  right,  from  time to time,  in whole or in part and  subject  to
certain  conditions,  to (i)  acquire  RVI  Common  Shares  at the then  current
exercise  price of the Term Loan Warrant,  (ii)  acquire,  from RVI, DSW Class A
Shares at an exercise price per share equal to the IPO Price, or (iii) acquire a
combination  thereof.  Subject to the limitation described below, based upon the
exercise price per share of $19.00 for each of the Cerberus  Warrants,  upon the
Closing,  Cerberus  would have the right to acquire up to 1,973,685  DSW Class A
Shares  upon full  exercise of the Senior  Loan  Warrant,  and up to 328,915 DSW
Class A Shares upon full exercise of the Term Loan Warrant. Each of the Cerberus
Warrants,  however,  will  provide  that  in no  event  shall  such  warrant  be
exercisable to the extent that the issuance of DSW Class A Shares upon exercise,
after  taking into account the DSW Class A Shares then owned by Cerberus and its
affiliates,  would  result  in the  beneficial  ownership  by  Cerberus  and its
affiliates of more than 9.99% of the DSW Class A Shares outstanding  immediately
after giving effect to such exercise.  Thus, upon the Closing,  for the purposes
of Reg. Section  240.13d-3,  Stephen Feinberg will be deemed to beneficially own
1,571,862  Shares,  or  9.99%  of the  DSW  Class A  Shares  deemed  issued  and
outstanding.



Item 5.  Ownership of Five Percent or Less of a Class

         Not Applicable.


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

         Not Applicable.


Item 7.  Identification and  Classification  of the  Subsidiary  Which  Acquired
         the Security  Being Reported on by the Parent Holding Company.

         Not Applicable.


Item 8.  Identification and Classification of Members of the Group.

         Not Applicable.


Item 9.  Notice of Dissolution of Group.

         Not Applicable.


Item 10. Certification

          By  signing  below I certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of such  securities  and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.







                                    SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                             June 28, 2005



                                             /s/ Stephen Feinberg
                                             -----------------------------------
                                             Stephen  Feinberg,  in his capacity
                                             as the managing member of Cerberus
                                             Associates,  L.L.C.,  the  general
                                             partner of  Cerberus Partners, L.P.


      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001)