<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 (Date of earliest event reported)
                         April 23, 1997



                 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>
<PAGE>

Item 5.   Other Events.

     On April 23, 1997, Registrant filed its Annual Report on Form
10-K for the Fiscal Year ended February 1, 1997.  Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operation" incorporated by reference the "Management's
Discussion and Analysis" section of Registrant's 1996 Annual Report
to Shareowners.  In this section, Registrant reflected that its
bonds are rated single-A-2 by Moody's Investors Service, Inc. and
single-A by Standard & Poor's Corporation and that its commercial
paper is rated prime-1 by Moody's and single-A-1 by Standard &
Poor's.  A security rating is not a recommendation to buy, sell or
hold securities;  it may be subject to revision or withdrawal at
any time by the assigning rating organization; and each rating
should be evaluated independently of any other rating.

Based on information from Moody's Investors Service, Inc.:

     Bonds rated single-A possess many favorable investment
     attributes and are to be considered as upper-medium-grade
     obligations:

     -    Factors giving security to principal and interest are
          considered adequate, but elements may be present which
          suggest a susceptibility to impairment some time in the
          future;

     -    Moody's applies numerical modifiers, 1, 2 and 3 in its
          single-A rating.  The modifier 1 indicates that the
          security ranks in the higher end of its generic rating
          category; the modifier 2 indicates a mid-range ranking;
          and the modifier 3 indicates that the issue ranks in the
          lower end of the category.

     Issuers rated prime-1 have a superior ability for repayment of
     senior short-term debt obligations; repayment ability is often
     evidenced by many of the following characteristics:

     -    Leading market positions in well-established industries;

     -    High rates of return on funds employed;

     -    Conservative capitalization structure with moderate
          reliance on debt and ample asset protection;

     -    Broad margins in earnings coverage of fixed financial
          charges and high internal cash generation; and

     -    Well-established access to a range of financial markets
          and assured sources of alternate liquidity.

                             Page 2
<PAGE>

Based on information from Standard & Poor's Corporation:

     An obligation rated "A" is somewhat more susceptible to the
     adverse effects of changes in circumstances and economic
     conditions than obligations in higher rated categories. 
     However, the obligor's capacity to meet its financial
     commitment on the obligation is still strong.

     -    The rating may be modified by the addition of a plus or
          minus sign to show relative standing within the category.

     A short-term obligation rated "A-1" is rated in the highest
     category by Standard & Poor's. The obligor's capacity to meet
     its financial commitment on the obligation is strong.  Within
     this category, certain obligations are designated with a plus
     sign (+).  This indicates that the obligor's capacity to meet
     its financial commitment on these obligations is extremely
     strong.

     
Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     28-1      Annual Report on Form 10-K for the 
               Fiscal Year Ended February 1, 1997
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended February 
               1, 1997, File No. 1-79, previously
               filed on April 23, 1997.)








                             Page 3








<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:  April 23, 1997    By:    /s/  Richard A. Brickson        
                                   Richard A. Brickson
                                   Secretary and Senior Counsel































                             Page 4<PAGE>
<PAGE>

                        INDEX TO EXHIBITS



                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     28-1      Annual Report on Form 10-K for the 
               Fiscal Year Ended February 1, 1997
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended February 
               1, 1997, File No. 1-79, previously
               filed on April 23, 1997.)
































                             Page 5
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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 (Date of earliest event reported)
                         April 23, 1997

                 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 April 23, 1997, Registrant filed its Annual Report on Form
10-K for the Fiscal Year ended February 1, 1997.  Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operation" incorporated by reference the "Management's
Discussion and Analysis" section of Registrant's 1996 Annual Report
to Shareowners.  In this section, Registrant reflected that its
bonds are rated single-A-2 by Moody's Investors Service, Inc. and
single-A by Standard & Poor's Corporation and that its commercial
paper is rated prime-1 by Moody's and single-A-1 by Standard &
Poor's.  A security rating is not a recommendation to buy, sell or
hold securities;  it may be subject to revision or withdrawal at
any time by the assigning rating organization; and each rating
should be evaluated independently of any other rating.

Based on information from Moody's Investors Service, Inc.:

     Bonds rated single-A possess many favorable investment
     attributes and are to be considered as upper-medium-grade
     obligations:

     -    Factors giving security to principal and interest are
          considered adequate, but elements may be present which
          suggest a susceptibility to impairment some time in the
          future;

     -    Moody's applies numerical modifiers, 1, 2 and 3 in its
          single-A rating.  The modifier 1 indicates that the
          security ranks in the higher end of its generic rating
          category; the modifier 2 indicates a mid-range ranking;
          and the modifier 3 indicates that the issue ranks in the
          lower end of the category.

     Issuers rated prime-1 have a superior ability for repayment of
     senior short-term debt obligations; repayment ability is often
     evidenced by many of the following characteristics:

     -    Leading market positions in well-established industries;

     -    High rates of return on funds employed;

     -    Conservative capitalization structure with moderate
          reliance on debt and ample asset protection;

     -    Broad margins in earnings coverage of fixed financial
          charges and high internal cash generation; and

     -    Well-established access to a range of financial markets
          and assured sources of alternate liquidity.

                             Page 2
Based on information from Standard & Poor's Corporation:

     An obligation rated "A" is somewhat more susceptible to the
     adverse effects of changes in circumstances and economic
     conditions than obligations in higher rated categories. 
     However, the obligor's capacity to meet its financial
     commitment on the obligation is still strong.

     -    The rating may be modified by the addition of a plus or
          minus sign to show relative standing within the category.

     A short-term obligation rated "A-1" is rated in the highest
     category by Standard & Poor's. The obligor's capacity to meet
     its financial commitment on the obligation is strong.  Within
     this category, certain obligations are designated with a plus
     sign (+).  This indicates that the obligor's capacity to meet
     its financial commitment on these obligations is extremely
     strong.

     
Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     28-1      Annual Report on Form 10-K for the 
               Fiscal Year Ended February 1, 1997
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended February 
               1, 1997, File No. 1-79, previously
               filed on April 23, 1997.)

                             Page 3
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:  April 23, 1997    By:    /s/  Richard A. Brickson        
                                   Richard A. Brickson
                                   Secretary and Senior Counsel

                             Page 4
INDEX TO EXHIBITS

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     28-1      Annual Report on Form 10-K for the 
               Fiscal Year Ended February 1, 1997
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended February 
               1, 1997, File No. 1-79, previously
               filed on April 23, 1997.)

                             Page 5