<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):
                         August 11, 1994



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

   New York                   I-79               43-0398035      
(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 August 11, 1994, Registrant completed the sale of
$200,000,000 principal amount of its 8 8/3% Debentures due 2024
(the "Debentures").  The Registrant intends to use the net
proceeds from the sale of the Debentures for capital
expenditures, working capital needs and other general corporate
purposes.

     The Debentures were issued under the terms of an Indenture,
dated as of January 15, 1991, between the Registrant and The
First National Bank of Chicago, as Trustee.



Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     1         Underwriting Agreement, dated           5
               August 4, 1994, among the Registrant,
               Morgan Stanley & Co. Incorporated and
               Merrill Lynch & Co., Merrill Lynch,
               Pierce, Fenner & Smith Incorporated

     2         Specimen of 8 3/8% Debentures due       18
               August 1, 2024















                             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:  August 11, 1994   By:    /s/  Richard A. Brickson        
                                   Richard A. Brickson
                                   Secretary and Senior Counsel






























                             Page 3
<PAGE>
                        INDEX TO EXHIBITS



                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     1         Underwriting Agreement, dated           5
               August 4, 1994, among the Registrant,
               Morgan Stanley & Co. Incorporated and
               Merrill Lynch & Co., Merrill Lynch,
               Pierce, Fenner & Smith Incorporated

     2         Specimen of 8 3/8% Debentures due       18
               August 1, 2024






























                             Page 4
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3625}]
{"company-data": {"conformed-name": "MAY DEPARTMENT STORES CO", "cik": "0000063416", "assigned-sic": "5311", "irs-number": "430398035", "state-of-incorporation": "NY", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00079", "film-number": "94543107"}, "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 (Date of earliest event reported):
                         August 11, 1994

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

   New York                   I-79               43-0398035      
(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 August 11, 1994, Registrant completed the sale of
$200,000,000 principal amount of its 8 8/3% Debentures due 2024
(the "Debentures").  The Registrant intends to use the net
proceeds from the sale of the Debentures for capital
expenditures, working capital needs and other general corporate
purposes.

     The Debentures were issued under the terms of an Indenture,
dated as of January 15, 1991, between the Registrant and The
First National Bank of Chicago, as Trustee.

Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     1         Underwriting Agreement, dated           5
               August 4, 1994, among the Registrant,
               Morgan Stanley & Co. Incorporated and
               Merrill Lynch & Co., Merrill Lynch,
               Pierce, Fenner & Smith Incorporated

     2         Specimen of 8 3/8% Debentures due       18
               August 1, 2024

                             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:  August 11, 1994   By:    /s/  Richard A. Brickson        
                                   Richard A. Brickson
                                   Secretary and Senior Counsel

                             Page 3
INDEX TO EXHIBITS

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     1         Underwriting Agreement, dated           5
               August 4, 1994, among the Registrant,
               Morgan Stanley & Co. Incorporated and
               Merrill Lynch & Co., Merrill Lynch,
               Pierce, Fenner & Smith Incorporated

     2         Specimen of 8 3/8% Debentures due       18
               August 1, 2024

                             Page 4