<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:  September 29, 1998
        Date of earliest event reported:  September 28, 1998



                 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 September 28, 1998, 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 6.70% Debentures due September 15, 2028 (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 to retire a
portion of its short-term indebtedness, and 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 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           
               September 22, 1998, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               NationsBanc Montgomery Securities LLC, and
               Salomon Smith Barney Inc.

     4.1       Specimen of global certificate for      
               6.70% Debentures due September 15, 2028











                             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:  September 29, 1998    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           
               September 22, 1998, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               NationsBanc Montgomery Securities LLC, and
               Salomon Smith Barney Inc.

     4.1       Specimen of global certificate for      
               6.70% Debentures due September 15, 2028


































                             Page 4
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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:  September 29, 1998
        Date of earliest event reported:  September 28, 1998

                 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 September 28, 1998, 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 6.70% Debentures due September 15, 2028 (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 to retire a
portion of its short-term indebtedness, and 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 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           
               September 22, 1998, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               NationsBanc Montgomery Securities LLC, and
               Salomon Smith Barney Inc.

     4.1       Specimen of global certificate for      
               6.70% Debentures due September 15, 2028

                             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:  September 29, 1998    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           
               September 22, 1998, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               NationsBanc Montgomery Securities LLC, and
               Salomon Smith Barney Inc.

     4.1       Specimen of global certificate for      
               6.70% Debentures due September 15, 2028

                             Page 4