<PAGE>




                             FORM 8-K

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549





                          CURRENT REPORT

              PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934




                   Date of Report: June 5, 2000
          Date of earliest event reported: May 31, 2000



                 THE MAY DEPARTMENT STORES COMPANY
      (Exact name of Registrant as specified in its charter)

   Delaware                   I-79               43-1104396
(State or other           (Commission         (IRS Employer
jurisdiction of           File Number)        Identification No.)
incorporation)


  611 Olive Street, St. Louis, Missouri               63101
(Address of principal executive offices)           (Zip code)



       Registrant's telephone number, including area code:
                          (314) 342-6300

                              Page 1
<PAGE>
Item 5.   Other Events.

     On June 5, 2000 , The May Department Stores Company, a New
York corporation ("May-NY"), which is a wholly-owned subsidiary
of the Registrant, completed the sale of $200,000,000 principal
amount of its 8-1/2% Debentures due June 1, 2019, (the
"Securities").   The payment of principal of and interest on the
Securities are unconditionally guaranteed by the Registrant.  The
Securities will be represented by one or more book-entry
securities registered in the name of the nominee of The
Depository Trust Company, which will act as the Depositary.  May-
NY intends to use the net proceeds from the sale of the
Securities for stock repurchases, capital expenditures, working
capital needs and other general corporate purposes, including
investments and acquisitions.

     The Securities were issued under the terms of an Indenture,
dated as of June 17, 1996, among the Registrant, May-NY and Bank
One Trust Company, National Association (successor in interest to
The First National Bank of Chicago), as Trustee.


Item 7.   Financial Statements and Exhibits.

(c)  Exhibits.  The following documents are filed as Exhibits.




Exhibit No.    Exhibit

     1.1       Underwriting Agreement, dated
               May 31, 2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               Banc One Capital Markets, Inc. and Salomon
               Smith Barney Inc.

     4.1       Specimen of global certificate for
               8-1/2% Debentures due June 1, 2019



                              Page 2

<PAGE>
                            SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.



                              THE MAY DEPARTMENT STORES COMPANY



 Dated:  June 5, 2000          By:     /s/ Richard A. Brickson
                                       Richard A. Brickson
                                       Secretary and Senior Counsel











                              Page 3

<PAGE>
                        INDEX TO EXHIBITS






Exhibit No.    Exhibit


     1.1       Underwriting Agreement, dated
               May 31, 2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               Banc One Capital Markets, Inc. and Salomon
               Smith Barney Inc.

     4.1       Specimen of global certificate for
               8-1/2% Debentures due June 1, 2019











                              Page 4
<PAGE>
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{"company-data": {"conformed-name": "MAY DEPARTMENT STORES CO", "cik": "0000063416", "assigned-sic": "5311", "irs-number": "431104396", "state-of-incorporation": "DE", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00079", "film-number": "649279"}, "business-address": {"street1": "611 OLIVE ST", "city": "ST LOUIS", "state": "MO", "zip": "63101", "phone": "3143426300"}}
FORM 8-K

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                          CURRENT REPORT

              PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                   Date of Report: June 5, 2000
          Date of earliest event reported: May 31, 2000

                 THE MAY DEPARTMENT STORES COMPANY
      (Exact name of Registrant as specified in its charter)

   Delaware                   I-79               43-1104396
(State or other           (Commission         (IRS Employer
jurisdiction of           File Number)        Identification No.)
incorporation)

  611 Olive Street, St. Louis, Missouri               63101
(Address of principal executive offices)           (Zip code)

       Registrant's telephone number, including area code:
                          (314) 342-6300

                              Page 1
Item 5.   Other Events.

     On June 5, 2000 , The May Department Stores Company, a New
York corporation ("May-NY"), which is a wholly-owned subsidiary
of the Registrant, completed the sale of $200,000,000 principal
amount of its 8-1/2% Debentures due June 1, 2019, (the
"Securities").   The payment of principal of and interest on the
Securities are unconditionally guaranteed by the Registrant.  The
Securities will be represented by one or more book-entry
securities registered in the name of the nominee of The
Depository Trust Company, which will act as the Depositary.  May-
NY intends to use the net proceeds from the sale of the
Securities for stock repurchases, capital expenditures, working
capital needs and other general corporate purposes, including
investments and acquisitions.

     The Securities were issued under the terms of an Indenture,
dated as of June 17, 1996, among the Registrant, May-NY and Bank
One Trust Company, National Association (successor in interest to
The First National Bank of Chicago), as Trustee.

Item 7.   Financial Statements and Exhibits.

(c)  Exhibits.  The following documents are filed as Exhibits.

Exhibit No.    Exhibit

     1.1       Underwriting Agreement, dated
               May 31, 2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               Banc One Capital Markets, Inc. and Salomon
               Smith Barney Inc.

     4.1       Specimen of global certificate for
               8-1/2% Debentures due June 1, 2019

                              Page 2
SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              THE MAY DEPARTMENT STORES COMPANY

 Dated:  June 5, 2000          By:     /s/ Richard A. Brickson
                                       Richard A. Brickson
                                       Secretary and Senior Counsel

                              Page 3
INDEX TO EXHIBITS

Exhibit No.    Exhibit

     1.1       Underwriting Agreement, dated
               May 31, 2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               Banc One Capital Markets, Inc. and Salomon
               Smith Barney Inc.

     4.1       Specimen of global certificate for
               8-1/2% Debentures due June 1, 2019

                              Page 4