Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Haley Mark

2. Date of Event Requiring Statement (MM/DD/YYYY) 1/10/2019

3. Issuer Name and Ticker or Trading Symbol

DSW Inc. [DSW]

(Last) (First) (Middle)

810 DSW DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
SVP, Controller & PAO /

(Street)

COLUMBUS, OH 43219

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

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)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Dividend Equivalent Rights	⁽¹⁾	⁽¹⁾	Class A Common Shares	601.0000	⁽¹⁾	D
Restricted Stock Unit	⁽²⁾	9/12/2021	Class A Common Shares	3195.0000	⁽³⁾	D
Restricted Stock Unit	1/17/2020	1/17/2020	Class A Common Shares	3485.0000	⁽³⁾	D
Restricted Stock Unit	3/20/2021	3/20/2021	Class A Common Shares	6885.0000	⁽³⁾	D
Stock Option - Right to Buy	⁽⁴⁾	1/17/2027	Class A Common Shares	14300.0000	$21.5100	D

Explanation of Responses:
(1)	The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) and become exercisable proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of DSW Class A common stock.
(2)	Restricted stock units vest 25% on the first and second anniversaries of the date of grant and 50% on the fourth anniversary of the date of grant.
(3)	Each restricted stock unit represents a contingent right to receive one share of DSW common stock.
(4)	Option vests 20% per year beginning on the first anniversary of the date of grant.

Remarks:
EXHIBIT INDEX
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Haley Mark 810 DSW DRIVE COLUMBUS, OH 43219			SVP, Controller & PAO

Signatures
Michelle Krall, Attorney-in-Fact		1/17/2019
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.