NEW YORK — Federated Department Stores could acquire R.H. Macy & Co. with stock of the combined entity and very little cash because of Federated’s track record, according to market observers.

The significance of that is Macy’s creditors might be willing to gamble on the upside potential of Federated stock and take it instead of cash, thus making a merger between the two retail giants less costly.

Although Macy’s has been cool to the bid by Federated, its investors and creditors — judging by comments some of them made privately on Tuesday — are decidedly more receptive.

Federated stock, traded on the New York Stock Exchange, closed Tuesday at 22 7/8, up 1/8. It had gone up 2 points on Monday.

Federated became a player this week in the Macy reorganization proceeding by purchasing, for $449.3 million, a half interest in a $1 billion secured claim against Macy’s from Prudential Insurance Co.

Federated said it would like to use its position to work out a merger with Macy’s but so far, Macy’s has been less than thrilled by the prospect.

Mark Levin, senior vice president of Canyon Partners, a specialist in distressed securities, said Tuesday that with Federated’s record of being in and out of Chapter 11, bondholders would probably welcome the chance to swap Macy’s bonds for equity in a Federated-Macy combination.

“Bondholders would look for a premium [in stock] over the current market prices for the bonds, but they would be willing to accept equity in the combined company for Macy’s debt,” Levin said.

The most senior Macy bonds maturing in 1998 are selling at 50 cents on the dollar, the issue maturing in 2002 is selling at 24 cents on the dollar and the zero coupon bonds at the bottom of the pile are selling at 8 cents on the dollar. In all, Levin estimates the market value of the bonds at $300 million and he expects Federated would be willing to pay more than that in stock.

Federated might also be able to convert its position as mortgage holder on 70 Macy stores into cash by selling the mortgages to another lender, he said. This would give it additional flexibility, according to Levin.

He noted that in the past it has been a difficult task for a successful retailer to take over a troubled one and turn it around, citing the Ames acquisition of the Zayre’s stores and the acquisition last year of Chess King stores by Merry-Go-Round Enterprises.

Nevertheless, he said, stock in a combination of the two companies would be more attractive than paper from Macy’s alone.

One creditor source said that if Federated is involved in the managememt of Macy’s, “the stock becomes more valuable.”

“Allen Questrom has already brought one company out of Chapter 11 and into profitability,” the source said.

Another credit executive noted, “I’d much rather have Federated stock. They came out of bankruptcy and are making money. Macy’s isn’t doing that great a job — you’ve got to go with the winner.”

Robert Miller of Berlack, Israels & Liberman, counsel for the bondholders committee said it was premature to judge anything.

“Without a proposal on the table,” he said, “there is no way to analyze Federated’s interest in Macy’s.” In another development Tuesday, New York State Attorney General G. Oliver Koppell said his office is “carefully looking” into the situation because it is “concerned about the impact on department store competition in the state.”

In 1988, when Macy’s attempted to buy Federated, the State Attorney General’s office reached an agreement with Macy’s that called for it to divest 11 stores if it successfully purchased Federated.”2.X>