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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: January 11, 2002
         Date of earliest event reported: January 8, 2002



                 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

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Item 5.   Other Events.

     On January 11, 2002 , The May Department Stores Company, a New
York corporation ("May-NY"), which is a wholly-owned subsidiary of
the Registrant, completed the sale of $250,000,000 principal amount
of its 6.9% Debentures due January 15, 2032, (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 and the Registrant intend to use the
net proceeds from the sale of the Securities to repay a portion of
their outstanding commercial paper and other short-term
indebtedness, 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 January 8, 2002,
               among the Registrant, May-NY, J.P. Morgan
               Securities Inc., Morgan Stanley & Co. Incorporated,
               Salomon Smith Barney Inc., Banc One Capital
               Markets, Inc., First Union Securities, Inc., Fleet
               Securities, Inc., BNP Paribas Securities Corp., and
               Mizuho International plc.

   4.1         Specimen of global certificate for
               6.9% Debentures due January 15, 2032






                              Page 2


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                            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: January 11, 2002       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 January 8, 2002,
               among the Registrant, May-NY, J.P. Morgan
               Securities Inc., Morgan Stanley & Co. Incorporated,
               Salomon Smith Barney Inc., Banc One Capital
               Markets, Inc., First Union Securities, Inc., Fleet
               Securities, Inc., BNP Paribas Securities Corp., and
               Mizuho International plc.

   4.1         Specimen of global certificate for 6.9% Debentures
               due January 15, 2032










                              Page 4

<PAGE>
                           Exhibit 1.1


                                     January 8, 2002


Morgan Stanley & Co. Incorporated
J.P. Morgan Securities Inc.
  As representatives of the several
  Underwriters named herein

c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, N.Y. 10036

Dear Sirs:

     The May Department Stores Company, a New York corporation
(hereinafter called the "Company"), proposes to issue $250,000,000
principal amount of 6.90% Debentures Due 2032 (the "Securities") to
be issued pursuant to the provisions of an Indenture, dated as of
June 17, 1996, between the Company, The May Department Stores
Company, a Delaware corporation (the "Guarantor") and Bank One
Trust Company, National Association, as successor in interest to
The First National Bank of Chicago, Trustee.  The Securities are to
be unconditionally guaranteed (the "Guarantees") as to payment of
principal and interest by the Guarantor.  The Company and the
Guarantor have filed with the Securities and Exchange Commission
(the "Commission") a registration statement (file no. 333-42940)
with respect to the Securities and Guarantees which has been
declared effective by the Commission; and the Company and the
Guarantor have filed or will file with the Commission a prospectus
supplement specifically relating to the Securities pursuant to Rule
424 under the Securities Act of 1933, as amended (the "Act").  The
term Registration Statement means the registration statement as
amended to the date of this Agreement.  The term Basic Prospectus
means the prospectus included in the Registration Statement.  The
term Prospectus means the Basic Prospectus together with the
prospectus supplement specifically relating to the Securities, as
filed with, or mailed for filing to, the Commission pursuant to
Rule 424.  The term preliminary prospectus means a preliminary
prospectus supplement specifically relating to the Securities
together with the Basic Prospectus.  As used herein, the terms
"Registration Statement", "Basic Prospectus", "Prospectus" and
"preliminary prospectus" shall include in each case the material,
if any, incorporated by reference therein.




<PAGE>
                                I.

     The Company hereby agrees to sell to the several Underwriters
named below, and the Underwriters, upon the basis of the
representations and warranties herein contained, but subject to the
conditions hereinafter stated, agree to purchase from the Company,
severally and not jointly, the principal amounts of Securities set
forth below opposite their names, at 97.988% of their principal
amount plus accrued interest, if any, from January 11, 2002, in
each case to the date of payment and delivery.  Such Securities
shall be unconditionally guaranteed as to the payment of principal
and interest by the Guarantor.

Name                               Principal Amounts
J.P. Morgan Securities Inc.        $ 57,500,000
Morgan Stanley & Co. Incorporated  $ 57,500,000
Salomon Smith Barney Inc.          $ 50,000,000
Banc One Capital Markets, Inc.     $ 25,000,000
First Union Securities, Inc.       $ 25,000,000
Fleet Securities, Inc.             $ 15,000,000
BNP Paribas Securities Corp.       $ 15,000,000
Mizuho International PLC           $  5,000,000
Total . . . . . . . . . . . . .    $250,000,000

                               II.

     The Company and the Guarantor are advised by you that the
Underwriters propose to make a public offering of their respective
portions of the Securities as soon after this Agreement is entered
into as in your judgment is advisable.  The terms of the public
offering of the Securities are set forth in the Prospectus.

                               III.

     Payment for the Securities shall be made by wire transfer of
same day funds to an account specified by the Company not less than
two full business days prior to the date of payment at 10:00 A.M.,
New York City time, on January 11, 2002, or at such other time on
the same or such other date, not later than January 18, 2002, as
shall be designated by you, upon delivery to you for the respective
accounts of the several Underwriters of the Securities registered
in such names and in such denominations as you shall request in
writing not less than two full business days prior to the date of
delivery.  The time and date of such payment and delivery are
herein referred to as the Closing Date.




<PAGE>
                               IV.

     The several obligations of the Underwriters hereunder are
subject to the following conditions:

     (a) (i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission, and there shall have been no material adverse change in
the condition of the Guarantor and its subsidiaries, taken as a
whole, from that set forth in the Registration Statement and the
Prospectus, and you shall have received, on the Closing Date, a
certificate, dated the Closing Date and signed by executive
officers of the Company and the Guarantor, to the foregoing effect.
The officers making such certificate may rely upon the best of
their knowledge as to proceedings pending or threatened; and

     (ii) subsequent to the execution and delivery of this
Agreement and prior to the Closing Date, there shall not have
occurred any downgrading in the rating accorded any of the
Company's or the Guarantor's securities by Moody's Investors
Service, Inc. or Standard & Poor's Corporation.

     (b) You shall have received on the Closing Date an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company
and the Guarantor, dated the Closing Date, to the effect that (i)
the Company has been duly organized and is subsisting and in good
standing as a corporation under the laws of the State of New York,
(ii) the Guarantor has been duly organized and is subsisting and in
good standing as a corporation under the laws of the State of
Delaware, (iii) the Indenture has been duly authorized, executed
and delivered by each of the Company and the Guarantor and is a
valid and binding agreement, enforceable against the Company and
the Guarantor in accordance with its terms, except to the extent
that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity), (iv) the sale
and issuance of the Securities have been duly authorized by all
requisite corporate action on the part of the Company, and the
Securities, when executed and authenticated in accordance with the
terms of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement, will
be valid and binding obligations of the Company, entitled to the
benefit of the Indenture and enforceable in accordance with their
terms, except to the extent that enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization, moratorium and other


<PAGE>
similar laws now or hereafter in effect relating to creditors'
rights generally and (b) general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or
in equity), (v) the Guarantees have been duly authorized by all
requisite corporate action on the part of the Guarantor and duly
executed and delivered by the Guarantor and constitute valid and
binding obligations of the Guarantor enforceable in accordance with
their terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium
and other similar laws now or hereafter in effect relating to
creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding
at law or in equity), (vi) this Agreement has been duly authorized,
executed and delivered by the Company and the Guarantor, and (vii)
the Registration Statement, as of its effective date, and the Basic
Prospectus, as supplemented by the prospectus supplement, as of the
date of the prospectus supplement, appeared on their face to be
appropriately responsive, in all material respects relevant to the
offering of the Securities, to the requirements of the Act, and the
applicable rules and regulations of the Commission thereunder.

     In addition, such counsel shall state that no facts have come
to the attention of such counsel in the course of their review that
have led them to believe that, insofar as relevant to the offering
of the Securities, the Registration Statement, at the time it
became effective, contained an untrue statement of a material fact
or omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading or that
the Basic Prospectus, as supplemented by the prospectus supplement,
on the date of the prospectus supplement, contained an untrue
statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.  Such
opinion may state that such counsel do not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement, any
post-effective amendment thereto, the Basic Prospectus or the
prospectus supplement except for those made under the captions
"Description of Debt Securities" in the Basic Prospectus and
"Description of Securities" and "Underwriters" in the prospectus
supplement, insofar as they relate to provisions of documents
therein described, and that they do not express any opinion or
belief as to the financial statements, schedules or other financial
data included or incorporated by reference in or excluded from the
Registration Statement, any post-effective amendment thereto, the
Basic Prospectus or the prospectus supplement, or as to the
statement of the eligibility and qualification of the Trustee under
the Indenture under which the Securities are being issued.


<PAGE>
     (c) You shall have received on the Closing Date an opinion of
Alan E. Charlson, Chief Counsel for the Company and the Guarantor,
dated the Closing Date, to the effect that (i) each of the Company
and the Guarantor is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its
business or the ownership or leasing of property requires such
qualification, (ii) the performance of this Agreement will not
contravene any provision of the certificate of incorporation or
by-laws of the Company or the Guarantor or, to the actual knowledge
of such counsel, any agreement or other instrument binding upon
either the Company or the Guarantor and no consent, approval or
authorization of any governmental body is required for the
performance of this Agreement, except such as are specified and
have been obtained, and such consents, approvals or authorizations
as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by
the Underwriters, and (iii) the documents filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
incorporated by reference in the Prospectus, when they were filed
with the Commission, complied as to form in all material respects
with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and he has no reason to believe that any of such
documents when so filed contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made when such documents were so filed, not
misleading.  Such opinion may state that such counsel does not
express any opinion or belief as to the financial statements or
other financial data contained therein.

     (d) You shall have received on the Closing Date from Davis
Polk & Wardwell, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to the validity of
the Indenture, the Securities, the Guarantees, this Agreement, the
Registration Statement, the Prospectus, and other related matters
as you may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to
enable them to pass upon such matters.

     (e) You shall have received on the Closing Date, a letter
dated the Closing Date, in form and substance satisfactory to you,
from Arthur Andersen LLP, independent public accountants,
containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial
information contained in or incorporated by reference in the
Prospectus.


<PAGE>
                                V.

     In further consideration of the agreements of the Underwriters
herein contained, the Company and the Guarantor, jointly and
severally, covenant as follows:

     (a) To furnish to you without charge four conformed copies of
the Registration Statement (including exhibits and documents
incorporated by reference) and to each other Underwriter a copy of
the Registration Statement (without exhibits but including
documents incorporated by reference) and, during the period
mentioned in paragraph (c) below, to furnish to each Underwriter as
many copies of the Prospectus and any supplements and amendments
thereto and any documents incorporated by reference as you may
reasonably request.  The terms "supplement" and "amendment" or
"amend" as used in this Agreement include or refer to all documents
filed by the Company and/or the Guarantor with the Commission
subsequent to the date of the Basic Prospectus pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act which are deemed to
be incorporated by reference in the Prospectus from the date of
filing such documents in accordance with Form S-3.

     (b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish you a copy of each such
proposed amendment or supplement.

     (c) If, during such period after the first date of the public
offering of the Securities as in the opinion of your counsel the
Prospectus is required by law to be delivered in connection with
sales by an Underwriter or dealer, any event shall occur as a
result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of
the circumstances when the Prospectus is delivered to a purchaser,
not misleading, or if it is necessary to amend or supplement the
Prospectus to comply with law, forthwith to prepare and furnish, at
its own expense, to the Underwriters and to the dealers (whose
names and addresses you will furnish to the Company) to which
Securities may have been sold by you on behalf of the Underwriters
and to any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of
the circumstances when the Prospectus is delivered to a purchaser,
be misleading or so that the Prospectus will comply with law.

     (d) To endeavor to qualify the Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as you
shall reasonably request and to pay all expenses (including fees
not exceeding $10,000 and disbursements of counsel) in connection


<PAGE>
with such qualification and in connection with the determination of
the eligibility of the Securities for investment under the laws of
such jurisdictions as you may designate.

     (e) To make generally available to the Company's security
holders as soon as practicable an earnings statement covering the
twelve month period beginning after the date of this Agreement,
which shall satisfy the provisions of Section 11(a) of the Act.

     (f) During the period beginning on the date of this Agreement
and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities
of the Company substantially similar to the Securities, without
your prior written consent.

                               VI.

     The Company and the Guarantor, jointly and severally,
represent and warrant to each Underwriter that (i) each document,
if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus complied or will comply
when so filed in all material respects with such Act and the rules
and regulations thereunder, (ii) each part of the Registration
Statement, when such part became effective, did not contain any
untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, (iii) each preliminary prospectus, if any,
filed pursuant to Rule 424 under the Act complied when so filed in
all material respects with such Act and the applicable rules and
regulations thereunder, (iv) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable,
will comply in all material respects with the Act and the
applicable rules and regulations thereunder and (v) the
Registration Statement and the Prospectus do not contain and, as
amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
except that these representations and warranties do not apply to
statements or omissions in the Registration Statement, any
preliminary prospectus or the Prospectus based upon information
furnished to the Company in writing by or on behalf of any
Underwriter expressly for use therein.

     The Company and the Guarantor, jointly and severally, agree to
indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities caused

<PAGE>
by any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus (if
used within the period set forth in paragraph (c) of Article V
hereof and as amended or supplemented if the Company or the
Guarantor shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information
furnished in writing to the Company by any Underwriter expressly
for use therein; provided that the foregoing indemnification with
respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) to the extent that any such loss,
claim, damage or liability of such Underwriter results from the
fact that such Underwriter sold Securities to a person to whom
there was not sent or given, if required by the Act, at or prior to
the written confirmation of the sale of such Securities to such
person, a copy of the Prospectus (excluding documents incorporated
by reference) correcting the untrue statement or omission of a
material fact if the Company has previously furnished copies
thereof to such Underwriter.

     Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantor, their
respective directors, their respective officers who sign the
Registration Statement and any person controlling the Company or
the Guarantor to the same extent as the foregoing indemnity from
the Company and the Guarantor to each Underwriter, but only with
reference to information relating to such Underwriter furnished in
writing by or on behalf of such Underwriter through you expressly
for use in the Registration Statement, the Prospectus or any
preliminary prospectus.

     In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding.   In any
such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel

<PAGE>
shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them.  It is understood that the indemnifying party shall
not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm (in addition to any local
counsel necessary for appearing in any proceeding) for all such
indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred.  Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to the
second preceding paragraph and by the Company in the case of
parties indemnified pursuant to the immediately preceding
paragraph.  The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason
of such settlement or judgment.  Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees
and expenses of counsel as contemplated by the third sentence of
this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30
business days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request
prior to the date of such settlement.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the
subject matter of such proceeding.

     If the indemnification provided for in this Article VI is
unavailable to an indemnified party under the second or third
paragraphs hereof or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits

<PAGE>
received by the Company and the Guarantor on the one hand and the
Underwriters on the other from the offering of the Securities or
(ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Guarantor
on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant
equitable considerations.  The relative benefits received by the
Company and the Guarantor on the one hand and the Underwriters on
the other in connection with the offering of the Securities shall
be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus.  The relative fault of
the Company and the Guarantor on the one hand and of the
Underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by
the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission.

     The Company, the Guarantor and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this
Article VI were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by an indemnified party as
a result of the losses, claims, damages and liabilities referred to
in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of this Article VI, no
Underwriter shall be required to contribute any amount in excess of
the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

<PAGE>
The Underwriters' obligations to contribute pursuant to this
Article VI are several in proportion to their respective
underwriting percentages (as defined in the Agreement Among
Underwriters) and not joint.

     The indemnity and contribution agreements contained in this
Article VI and the representations and warranties of the Company
and the Guarantor in this Agreement shall remain operative and in
full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter or by or on
behalf of the Company or the Guarantor, their respective directors
or officers or any person controlling the Company or the Guarantor
and (iii) acceptance of and payment for any of the Securities.

                               VII.

     This Agreement shall be subject to termination in your
absolute discretion, by notice given to the Company, if prior to
the Closing Date (i) trading in securities generally on the New
York Stock Exchange or the American Stock Exchange shall have been
suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared
by either Federal or New York State authorities or (iii) there
shall have occurred any material outbreak or escalation of
hostilities or any material adverse change in financial markets or
any calamity or crisis the effect of which is such as to make it,
in your judgment, impracticable to market the Securities.

                              VIII.

     If any one or more of the Underwriters shall fail or refuse to
purchase Securities which it or they have agreed to purchase
hereunder, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the aggregate
principal amount of the Securities, the other Underwriters shall be
obligated severally in the proportions which the amounts of
Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to
purchase the Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase; provided
that in no event shall the principal amount of Securities which any
Underwriter has agreed to purchase pursuant to Article I hereof be
increased pursuant to this Article VIII by an amount in excess of
one-ninth of such principal amount of Securities without the
written consent of such Underwriter.  If any Underwriter or
Underwriters shall fail or refuse to purchase Securities which it
or they have agreed to purchase hereunder, and the aggregate

<PAGE>
principal amount of Securities with respect to which such default
occurs is more than one-tenth of the aggregate principal amount of
the Securities and arrangements satisfactory to you and the Company
for the purchase of such Securities are not made within 36 hours
after such default, this Agreement will terminate without liability
on the part of any non-defaulting Underwriter or of the Company.
In any such case either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven
days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other
documents or arrangements may be effected.  Any action taken under
this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this
Agreement.

     If this Agreement shall be terminated by the Underwriters, or
any of them, because of any failure or refusal on the part of the
Company or the Guarantor to comply with the terms or to fulfill any
of the conditions of this Agreement, or if for any reason the
Company or the Guarantor shall be unable to perform its obligations
under this Agreement, the Company and the Guarantor will reimburse
the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of
their counsel) reasonably incurred by such Underwriters in
connection with the Securities.

     This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.  This
Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

                              Very truly yours,

                              THE MAY DEPARTMENT STORES COMPANY,
                              a New York corporation
                              By: /s/ Richard A. Brickson

                              THE MAY DEPARTMENT STORES COMPANY,
                              a Delaware corporation
                              By:   /s/ Richard A. Brickson







<PAGE>
Accepted, January 8, 2002
MORGAN STANLEY & CO. INCORPORATED
J.P. MORGAN SECURITIES INC.
Acting severally on behalf of themselves and
the several Underwriters named herein

By MORGAN STANLEY & CO. INCORPORATED
By: /s/ Michael Fusco





<PAGE>
                          Exhibit 4.1

     This Security is a Book-Entry Security within the meaning of
the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary.  This Security is
exchangeable for Securities registered in the name of a person
other than the Depositary or its nominee only in the limited
circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary.

     Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company (as defined below) or its agent
for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.

     EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF
THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY, TO THE
DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

                THE MAY DEPARTMENT STORES COMPANY

                     6.90% DEBENTURE DUE 2032
                                                 CUSIP 577778 BQ5

                                                     $250,000,000
R-1
     THE MAY DEPARTMENT STORES COMPANY, a corporation duly
organized and existing under the laws of the State of New York
(herein called the "Company", which term includes any successor
corporation under the Indenture herein referred to), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000) on January 15, 2032, and to pay interest thereon
from January 11, 2002, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
semi-annually on January 15 and July 15 of each year, commencing
July 15, 2002, at the rate of 6.90% per annum, until the principal
hereof is fully paid or made available for payment.  The interest

<PAGE>
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the first
day of January or July (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture.

     Payment of the principal of and interest on this Security will
be made at the office or agency of the Company maintained for that
purpose in The City of New York, New York, in such coin or currency
of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.

     Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.












<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Instrument to
be duly executed under its corporate seal.

     Dated: January 11, 2002

     THE MAY DEPARTMENT STORES COMPANY

     a New York corporation

     [Seal]

     By:________________________________

     Richard A. Brickson

     Secretary

     Attest: ____________________________

     Linda J. Balicki

     Assistant Secretary


     This is one of the Securities of the series designated therein
issued under the within-mentioned Indenture.

     BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION

     as Trustee

     By: _______________________________

     Authorized Officer


                       REVERSE OF Debenture

                THE MAY DEPARTMENT STORES COMPANY

                     6.90% Debenture Due 2032

     This Security is one of a duly authorized series of guaranteed
debt securities of the Company (herein called the "Debentures"),
issued under an Indenture, dated as of June 17, 1996 (herein called
the "Indenture"), among the Company, The May Department Stores
Company, a Delaware corporation (the "Guarantor") and Bank One
Trust Company, National Association (successor-in-interest to The
First National Bank of Chicago), as Trustee (herein called the

<PAGE>
"Trustee", which term includes any successor trustee under the
Indenture), which provides for the issuance by the Company from
time to time of debt securities of the Company (herein called the
"Debt Securities") in one or more series, to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Debentures and of the terms upon which the
Debentures are, and are to be, authenticated and delivered.  This
Debenture is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $250,000,000.

     This Debenture will be redeemable, in whole or from time to
time in part, at the option of the Company on any date (a
"Redemption Date"), at a redemption price equal to the greater of
(1) 100 percent of the principal amount of the Debentures to be
redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of
interest accrued to that Redemption Date) discounted to that
Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25
basis points, plus, in either case, accrued and unpaid interest on
the principal amount being redeemed to that Redemption Date;
provided that installments of interest on the Debentures which are
due and payable on an interest payment date falling on or prior to
the relevant Redemption Date shall be payable to the holders of
those Debentures, registered as such at the close of business on
the relevant record date according to their terms and the
provisions of the Indenture.

     "Treasury Rate" means, with respect to any Redemption Date for
the Debentures, (1) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the
most recently published statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or
after the Maturity Date, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall
be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding
to the nearest month) or (2) if that release (or any successor
release) is not published during the week preceding the calculation
date or does not contain those yields, the rate per annum equal to
the semi-annual equivalent yield to maturity the Comparable
Treasury Issue, calculated using a price for the Comparable

<PAGE>
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.
The Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date.

     "Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the
remaining term of the Debentures.

     "Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if that firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after
consultation with the Company.

     "Comparable Treasury Price" means with respect to any
Redemption Date for the Debentures (1) the average of five
Reference Treasury Dealer Quotations for that Redemption Date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such
quotations.

     "Reference Treasury Dealer" means each of J.P. Morgan
Securities, Inc., Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., Banc One Capital Markets, Inc., First Union
Securities, Inc., Fleet Securities, Inc., BNP Paribas Securities
Corp. and Mizuho International plc, and their respective
successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.

     "Reference Treasury Dealer Quotations" means with respect to
each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding that Redemption
Date.

     Notice of any redemption by the Company will be mailed at
least 30 days but not more than 60 days before any Redemption Date
to each holder of the Debentures to be redeemed.  If less than all

<PAGE>
the Debentures are to be redeemed at the Company's option, the
Trustee shall select, in such manner as it shall deem fair and
appropriate, the Debentures to be redeemed in whole or in part.

     If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal amount of the Debentures may
be declared due and payable in the manner and with the effect
provided in the Indenture.

     The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Debentures under the Indenture and the waiver of compliance by the
Company with certain provisions of the Indenture at any time with
the consent of the Holders of a majority in aggregate principal
amount of the Debt Securities at the time Outstanding (or, in case
less than all of the several series of Debt Securities then
Outstanding are affected, of the Holders of a majority in principal
amount of the Debt Securities at the time Outstanding of each
affected series).  The Indenture also permits the Holders of a
majority in principal amount of the Debentures at the time
Outstanding, on behalf of the Holders of all the Debentures, to
waive certain past defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this
Debenture shall be conclusive and binding upon such Holder and upon
all future Holders of this Debenture and of any Debenture issued
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Debenture.

     The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of the Debentures and (2) certain
restrictive covenants and certain Events of Default applicable to
the Debentures, upon compliance by the Company with certain
conditions set forth in the Indenture and in an Officers'
Certificate issued pursuant to the Indenture.

     As provided in and subject to the provisions of the Indenture,
any Holder of these Debentures shall not have the right to
institute any proceeding, judicial or otherwise, with respect to
the Indenture or for the appointment of a receiver or trustee or
for any other remedy hereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event
of Default with respect to the Debentures, the Holders of not less
than 25% in principal amount of the Debentures at the time
outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as
trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in

<PAGE>
principal amount of the Debentures at the time outstanding a
direction inconsistent with such request and shall have failed to
institute any such proceedings, for 60 days after receipt of such
notice, request and offer of indemnity.

     No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Debenture at the times, place and
rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debenture is
registrable in the Debenture Register, upon surrender of this
Debenture for registration of transfer at the office or agency of
the Company maintained for that purpose in The City of New York,
New York, or at any other office or agency designated for that
purpose by the Company pursuant to the Indenture, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debenture Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any multiple thereof.  As
provided in the Indenture and subject to certain limitations
therein set forth, the Debentures are exchangeable for a like
aggregate principal amount of Debentures of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

     Prior to due presentment of this Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Debenture is
registered as the owner hereof for all purposes, whether or not
this Debenture be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

     All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.



<PAGE>
GUARANTEE

     For good and valuable consideration, receipt of which is
acknowledged, and intending to be legally bound, the Guarantor
hereby unconditionally guarantees the due and punctual payment of
the principal of, sinking fund payment, if any, premium, if any,
and interest on, and any Redemption Price with respect to this
Debenture, when and as the same shall become due and payable,
whether at maturity, upon acceleration or redemption or otherwise,
in accordance with the terms of this Debenture and the Indenture.


     THE MAY DEPARTMENT STORES COMPANY

     a Delaware corporation

     [Seal]

     By: _______________________________

     Richard A. Brickson

     Secretary



     Attest: ____________________________

     Linda J. Balicki

     Assistant Secretary

                       (FORM OF ASSIGNMENT)

                          ABBREVIATIONS

     The following abbreviations, when used in the inscription on
the face of this Debenture, shall be construed as though they were
written out in full according to applicable laws or regulations:

     TEN COM - as tenants in common

     TEN ENT - as tenants by the entireties

     JT TEN  - as joint tenants with right of survivorship and not
as tenants in common




<PAGE>
     UNIF GIFT MIN ACT - ______(Cust) Custodian ______(Minor)

under Uniform Gifts to Minors Act ___________________ (State)
Additional abbreviations may also be used though not in the above
list.

     ASSIGNMENT

     FOR VALUE RECEIVED ___________________________ hereby sell(s),
assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(Please Print or Typewrite Name and Address of Assignee)

     the within Debenture and all rights thereunder, hereby
irrevocably constituting and appointing ________________________
Attorney to transfer said Debenture on the books of the Company,
with full power of substitution in the premises.

     Dated:  _________________________________


     Notice: The signature to this assignment must correspond
with the name as written upon the face of this Debenture in every
particular, without alteration or enlargement or any change
whatever.

     Signature Guaranteed:_____________________________

     Notice: Signature(s) must be guaranteed by an "eligible
guarantor institution" that is a member or participant in a
"signature guarantee program" (e.g., the Securities Transfer
Agents Medallion Program, the Stock Exchange Medallion Program or
the New York Stock Exchange, Inc. Medallion Signature Program).
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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": "2507448"}, "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: January 11, 2002
         Date of earliest event reported: January 8, 2002

                 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 January 11, 2002 , The May Department Stores Company, a New
York corporation ("May-NY"), which is a wholly-owned subsidiary of
the Registrant, completed the sale of $250,000,000 principal amount
of its 6.9% Debentures due January 15, 2032, (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 and the Registrant intend to use the
net proceeds from the sale of the Securities to repay a portion of
their outstanding commercial paper and other short-term
indebtedness, 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 January 8, 2002,
               among the Registrant, May-NY, J.P. Morgan
               Securities Inc., Morgan Stanley & Co. Incorporated,
               Salomon Smith Barney Inc., Banc One Capital
               Markets, Inc., First Union Securities, Inc., Fleet
               Securities, Inc., BNP Paribas Securities Corp., and
               Mizuho International plc.

   4.1         Specimen of global certificate for
               6.9% Debentures due January 15, 2032

                              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: January 11, 2002       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 January 8, 2002,
               among the Registrant, May-NY, J.P. Morgan
               Securities Inc., Morgan Stanley & Co. Incorporated,
               Salomon Smith Barney Inc., Banc One Capital
               Markets, Inc., First Union Securities, Inc., Fleet
               Securities, Inc., BNP Paribas Securities Corp., and
               Mizuho International plc.

   4.1         Specimen of global certificate for 6.9% Debentures
               due January 15, 2032

                              Page 4
Exhibit 1.1

                                     January 8, 2002

Morgan Stanley & Co. Incorporated
J.P. Morgan Securities Inc.
  As representatives of the several
  Underwriters named herein

c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, N.Y. 10036

Dear Sirs:

     The May Department Stores Company, a New York corporation
(hereinafter called the "Company"), proposes to issue $250,000,000
principal amount of 6.90% Debentures Due 2032 (the "Securities") to
be issued pursuant to the provisions of an Indenture, dated as of
June 17, 1996, between the Company, The May Department Stores
Company, a Delaware corporation (the "Guarantor") and Bank One
Trust Company, National Association, as successor in interest to
The First National Bank of Chicago, Trustee.  The Securities are to
be unconditionally guaranteed (the "Guarantees") as to payment of
principal and interest by the Guarantor.  The Company and the
Guarantor have filed with the Securities and Exchange Commission
(the "Commission") a registration statement (file no. 333-42940)
with respect to the Securities and Guarantees which has been
declared effective by the Commission; and the Company and the
Guarantor have filed or will file with the Commission a prospectus
supplement specifically relating to the Securities pursuant to Rule
424 under the Securities Act of 1933, as amended (the "Act").  The
term Registration Statement means the registration statement as
amended to the date of this Agreement.  The term Basic Prospectus
means the prospectus included in the Registration Statement.  The
term Prospectus means the Basic Prospectus together with the
prospectus supplement specifically relating to the Securities, as
filed with, or mailed for filing to, the Commission pursuant to
Rule 424.  The term preliminary prospectus means a preliminary
prospectus supplement specifically relating to the Securities
together with the Basic Prospectus.  As used herein, the terms
"Registration Statement", "Basic Prospectus", "Prospectus" and
"preliminary prospectus" shall include in each case the material,
if any, incorporated by reference therein.
I.

     The Company hereby agrees to sell to the several Underwriters
named below, and the Underwriters, upon the basis of the
representations and warranties herein contained, but subject to the
conditions hereinafter stated, agree to purchase from the Company,
severally and not jointly, the principal amounts of Securities set
forth below opposite their names, at 97.988% of their principal
amount plus accrued interest, if any, from January 11, 2002, in
each case to the date of payment and delivery.  Such Securities
shall be unconditionally guaranteed as to the payment of principal
and interest by the Guarantor.

Name                               Principal Amounts
J.P. Morgan Securities Inc.        $ 57,500,000
Morgan Stanley & Co. Incorporated  $ 57,500,000
Salomon Smith Barney Inc.          $ 50,000,000
Banc One Capital Markets, Inc.     $ 25,000,000
First Union Securities, Inc.       $ 25,000,000
Fleet Securities, Inc.             $ 15,000,000
BNP Paribas Securities Corp.       $ 15,000,000
Mizuho International PLC           $  5,000,000
Total . . . . . . . . . . . . .    $250,000,000

                               II.

     The Company and the Guarantor are advised by you that the
Underwriters propose to make a public offering of their respective
portions of the Securities as soon after this Agreement is entered
into as in your judgment is advisable.  The terms of the public
offering of the Securities are set forth in the Prospectus.

                               III.

     Payment for the Securities shall be made by wire transfer of
same day funds to an account specified by the Company not less than
two full business days prior to the date of payment at 10:00 A.M.,
New York City time, on January 11, 2002, or at such other time on
the same or such other date, not later than January 18, 2002, as
shall be designated by you, upon delivery to you for the respective
accounts of the several Underwriters of the Securities registered
in such names and in such denominations as you shall request in
writing not less than two full business days prior to the date of
delivery.  The time and date of such payment and delivery are
herein referred to as the Closing Date.
IV.

     The several obligations of the Underwriters hereunder are
subject to the following conditions:

     (a) (i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission, and there shall have been no material adverse change in
the condition of the Guarantor and its subsidiaries, taken as a
whole, from that set forth in the Registration Statement and the
Prospectus, and you shall have received, on the Closing Date, a
certificate, dated the Closing Date and signed by executive
officers of the Company and the Guarantor, to the foregoing effect.
The officers making such certificate may rely upon the best of
their knowledge as to proceedings pending or threatened; and

     (ii) subsequent to the execution and delivery of this
Agreement and prior to the Closing Date, there shall not have
occurred any downgrading in the rating accorded any of the
Company's or the Guarantor's securities by Moody's Investors
Service, Inc. or Standard & Poor's Corporation.

     (b) You shall have received on the Closing Date an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company
and the Guarantor, dated the Closing Date, to the effect that (i)
the Company has been duly organized and is subsisting and in good
standing as a corporation under the laws of the State of New York,
(ii) the Guarantor has been duly organized and is subsisting and in
good standing as a corporation under the laws of the State of
Delaware, (iii) the Indenture has been duly authorized, executed
and delivered by each of the Company and the Guarantor and is a
valid and binding agreement, enforceable against the Company and
the Guarantor in accordance with its terms, except to the extent
that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity), (iv) the sale
and issuance of the Securities have been duly authorized by all
requisite corporate action on the part of the Company, and the
Securities, when executed and authenticated in accordance with the
terms of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement, will
be valid and binding obligations of the Company, entitled to the
benefit of the Indenture and enforceable in accordance with their
terms, except to the extent that enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization, moratorium and other
similar laws now or hereafter in effect relating to creditors'
rights generally and (b) general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or
in equity), (v) the Guarantees have been duly authorized by all
requisite corporate action on the part of the Guarantor and duly
executed and delivered by the Guarantor and constitute valid and
binding obligations of the Guarantor enforceable in accordance with
their terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium
and other similar laws now or hereafter in effect relating to
creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding
at law or in equity), (vi) this Agreement has been duly authorized,
executed and delivered by the Company and the Guarantor, and (vii)
the Registration Statement, as of its effective date, and the Basic
Prospectus, as supplemented by the prospectus supplement, as of the
date of the prospectus supplement, appeared on their face to be
appropriately responsive, in all material respects relevant to the
offering of the Securities, to the requirements of the Act, and the
applicable rules and regulations of the Commission thereunder.

     In addition, such counsel shall state that no facts have come
to the attention of such counsel in the course of their review that
have led them to believe that, insofar as relevant to the offering
of the Securities, the Registration Statement, at the time it
became effective, contained an untrue statement of a material fact
or omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading or that
the Basic Prospectus, as supplemented by the prospectus supplement,
on the date of the prospectus supplement, contained an untrue
statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.  Such
opinion may state that such counsel do not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement, any
post-effective amendment thereto, the Basic Prospectus or the
prospectus supplement except for those made under the captions
"Description of Debt Securities" in the Basic Prospectus and
"Description of Securities" and "Underwriters" in the prospectus
supplement, insofar as they relate to provisions of documents
therein described, and that they do not express any opinion or
belief as to the financial statements, schedules or other financial
data included or incorporated by reference in or excluded from the
Registration Statement, any post-effective amendment thereto, the
Basic Prospectus or the prospectus supplement, or as to the
statement of the eligibility and qualification of the Trustee under
the Indenture under which the Securities are being issued.
(c) You shall have received on the Closing Date an opinion of
Alan E. Charlson, Chief Counsel for the Company and the Guarantor,
dated the Closing Date, to the effect that (i) each of the Company
and the Guarantor is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its
business or the ownership or leasing of property requires such
qualification, (ii) the performance of this Agreement will not
contravene any provision of the certificate of incorporation or
by-laws of the Company or the Guarantor or, to the actual knowledge
of such counsel, any agreement or other instrument binding upon
either the Company or the Guarantor and no consent, approval or
authorization of any governmental body is required for the
performance of this Agreement, except such as are specified and
have been obtained, and such consents, approvals or authorizations
as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by
the Underwriters, and (iii) the documents filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
incorporated by reference in the Prospectus, when they were filed
with the Commission, complied as to form in all material respects
with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and he has no reason to believe that any of such
documents when so filed contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made when such documents were so filed, not
misleading.  Such opinion may state that such counsel does not
express any opinion or belief as to the financial statements or
other financial data contained therein.

     (d) You shall have received on the Closing Date from Davis
Polk & Wardwell, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to the validity of
the Indenture, the Securities, the Guarantees, this Agreement, the
Registration Statement, the Prospectus, and other related matters
as you may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to
enable them to pass upon such matters.

     (e) You shall have received on the Closing Date, a letter
dated the Closing Date, in form and substance satisfactory to you,
from Arthur Andersen LLP, independent public accountants,
containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial
information contained in or incorporated by reference in the
Prospectus.
V.

     In further consideration of the agreements of the Underwriters
herein contained, the Company and the Guarantor, jointly and
severally, covenant as follows:

     (a) To furnish to you without charge four conformed copies of
the Registration Statement (including exhibits and documents
incorporated by reference) and to each other Underwriter a copy of
the Registration Statement (without exhibits but including
documents incorporated by reference) and, during the period
mentioned in paragraph (c) below, to furnish to each Underwriter as
many copies of the Prospectus and any supplements and amendments
thereto and any documents incorporated by reference as you may
reasonably request.  The terms "supplement" and "amendment" or
"amend" as used in this Agreement include or refer to all documents
filed by the Company and/or the Guarantor with the Commission
subsequent to the date of the Basic Prospectus pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act which are deemed to
be incorporated by reference in the Prospectus from the date of
filing such documents in accordance with Form S-3.

     (b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish you a copy of each such
proposed amendment or supplement.

     (c) If, during such period after the first date of the public
offering of the Securities as in the opinion of your counsel the
Prospectus is required by law to be delivered in connection with
sales by an Underwriter or dealer, any event shall occur as a
result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of
the circumstances when the Prospectus is delivered to a purchaser,
not misleading, or if it is necessary to amend or supplement the
Prospectus to comply with law, forthwith to prepare and furnish, at
its own expense, to the Underwriters and to the dealers (whose
names and addresses you will furnish to the Company) to which
Securities may have been sold by you on behalf of the Underwriters
and to any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of
the circumstances when the Prospectus is delivered to a purchaser,
be misleading or so that the Prospectus will comply with law.

     (d) To endeavor to qualify the Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as you
shall reasonably request and to pay all expenses (including fees
not exceeding $10,000 and disbursements of counsel) in connection
with such qualification and in connection with the determination of
the eligibility of the Securities for investment under the laws of
such jurisdictions as you may designate.

     (e) To make generally available to the Company's security
holders as soon as practicable an earnings statement covering the
twelve month period beginning after the date of this Agreement,
which shall satisfy the provisions of Section 11(a) of the Act.

     (f) During the period beginning on the date of this Agreement
and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities
of the Company substantially similar to the Securities, without
your prior written consent.

                               VI.

     The Company and the Guarantor, jointly and severally,
represent and warrant to each Underwriter that (i) each document,
if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus complied or will comply
when so filed in all material respects with such Act and the rules
and regulations thereunder, (ii) each part of the Registration
Statement, when such part became effective, did not contain any
untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, (iii) each preliminary prospectus, if any,
filed pursuant to Rule 424 under the Act complied when so filed in
all material respects with such Act and the applicable rules and
regulations thereunder, (iv) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable,
will comply in all material respects with the Act and the
applicable rules and regulations thereunder and (v) the
Registration Statement and the Prospectus do not contain and, as
amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
except that these representations and warranties do not apply to
statements or omissions in the Registration Statement, any
preliminary prospectus or the Prospectus based upon information
furnished to the Company in writing by or on behalf of any
Underwriter expressly for use therein.

     The Company and the Guarantor, jointly and severally, agree to
indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities caused
by any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus (if
used within the period set forth in paragraph (c) of Article V
hereof and as amended or supplemented if the Company or the
Guarantor shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information
furnished in writing to the Company by any Underwriter expressly
for use therein; provided that the foregoing indemnification with
respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) to the extent that any such loss,
claim, damage or liability of such Underwriter results from the
fact that such Underwriter sold Securities to a person to whom
there was not sent or given, if required by the Act, at or prior to
the written confirmation of the sale of such Securities to such
person, a copy of the Prospectus (excluding documents incorporated
by reference) correcting the untrue statement or omission of a
material fact if the Company has previously furnished copies
thereof to such Underwriter.

     Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantor, their
respective directors, their respective officers who sign the
Registration Statement and any person controlling the Company or
the Guarantor to the same extent as the foregoing indemnity from
the Company and the Guarantor to each Underwriter, but only with
reference to information relating to such Underwriter furnished in
writing by or on behalf of such Underwriter through you expressly
for use in the Registration Statement, the Prospectus or any
preliminary prospectus.

     In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding.   In any
such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them.  It is understood that the indemnifying party shall
not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm (in addition to any local
counsel necessary for appearing in any proceeding) for all such
indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred.  Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to the
second preceding paragraph and by the Company in the case of
parties indemnified pursuant to the immediately preceding
paragraph.  The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason
of such settlement or judgment.  Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees
and expenses of counsel as contemplated by the third sentence of
this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30
business days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request
prior to the date of such settlement.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the
subject matter of such proceeding.

     If the indemnification provided for in this Article VI is
unavailable to an indemnified party under the second or third
paragraphs hereof or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantor on the one hand and the
Underwriters on the other from the offering of the Securities or
(ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Guarantor
on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant
equitable considerations.  The relative benefits received by the
Company and the Guarantor on the one hand and the Underwriters on
the other in connection with the offering of the Securities shall
be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus.  The relative fault of
the Company and the Guarantor on the one hand and of the
Underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by
the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission.

     The Company, the Guarantor and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this
Article VI were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by an indemnified party as
a result of the losses, claims, damages and liabilities referred to
in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of this Article VI, no
Underwriter shall be required to contribute any amount in excess of
the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
The Underwriters' obligations to contribute pursuant to this
Article VI are several in proportion to their respective
underwriting percentages (as defined in the Agreement Among
Underwriters) and not joint.

     The indemnity and contribution agreements contained in this
Article VI and the representations and warranties of the Company
and the Guarantor in this Agreement shall remain operative and in
full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter or by or on
behalf of the Company or the Guarantor, their respective directors
or officers or any person controlling the Company or the Guarantor
and (iii) acceptance of and payment for any of the Securities.

                               VII.

     This Agreement shall be subject to termination in your
absolute discretion, by notice given to the Company, if prior to
the Closing Date (i) trading in securities generally on the New
York Stock Exchange or the American Stock Exchange shall have been
suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared
by either Federal or New York State authorities or (iii) there
shall have occurred any material outbreak or escalation of
hostilities or any material adverse change in financial markets or
any calamity or crisis the effect of which is such as to make it,
in your judgment, impracticable to market the Securities.

                              VIII.

     If any one or more of the Underwriters shall fail or refuse to
purchase Securities which it or they have agreed to purchase
hereunder, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the aggregate
principal amount of the Securities, the other Underwriters shall be
obligated severally in the proportions which the amounts of
Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to
purchase the Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase; provided
that in no event shall the principal amount of Securities which any
Underwriter has agreed to purchase pursuant to Article I hereof be
increased pursuant to this Article VIII by an amount in excess of
one-ninth of such principal amount of Securities without the
written consent of such Underwriter.  If any Underwriter or
Underwriters shall fail or refuse to purchase Securities which it
or they have agreed to purchase hereunder, and the aggregate
principal amount of Securities with respect to which such default
occurs is more than one-tenth of the aggregate principal amount of
the Securities and arrangements satisfactory to you and the Company
for the purchase of such Securities are not made within 36 hours
after such default, this Agreement will terminate without liability
on the part of any non-defaulting Underwriter or of the Company.
In any such case either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven
days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other
documents or arrangements may be effected.  Any action taken under
this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this
Agreement.

     If this Agreement shall be terminated by the Underwriters, or
any of them, because of any failure or refusal on the part of the
Company or the Guarantor to comply with the terms or to fulfill any
of the conditions of this Agreement, or if for any reason the
Company or the Guarantor shall be unable to perform its obligations
under this Agreement, the Company and the Guarantor will reimburse
the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of
their counsel) reasonably incurred by such Underwriters in
connection with the Securities.

     This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.  This
Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

                              Very truly yours,

                              THE MAY DEPARTMENT STORES COMPANY,
                              a New York corporation
                              By: /s/ Richard A. Brickson

                              THE MAY DEPARTMENT STORES COMPANY,
                              a Delaware corporation
                              By:   /s/ Richard A. Brickson
Accepted, January 8, 2002
MORGAN STANLEY & CO. INCORPORATED
J.P. MORGAN SECURITIES INC.
Acting severally on behalf of themselves and
the several Underwriters named herein

By MORGAN STANLEY & CO. INCORPORATED
By: /s/ Michael Fusco
Exhibit 4.1

     This Security is a Book-Entry Security within the meaning of
the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary.  This Security is
exchangeable for Securities registered in the name of a person
other than the Depositary or its nominee only in the limited
circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary.

     Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company (as defined below) or its agent
for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.

     EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF
THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY, TO THE
DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

                THE MAY DEPARTMENT STORES COMPANY

                     6.90% DEBENTURE DUE 2032
                                                 CUSIP 577778 BQ5

                                                     $250,000,000
R-1
     THE MAY DEPARTMENT STORES COMPANY, a corporation duly
organized and existing under the laws of the State of New York
(herein called the "Company", which term includes any successor
corporation under the Indenture herein referred to), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000) on January 15, 2032, and to pay interest thereon
from January 11, 2002, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
semi-annually on January 15 and July 15 of each year, commencing
July 15, 2002, at the rate of 6.90% per annum, until the principal
hereof is fully paid or made available for payment.  The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the first
day of January or July (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture.

     Payment of the principal of and interest on this Security will
be made at the office or agency of the Company maintained for that
purpose in The City of New York, New York, in such coin or currency
of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.

     Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be duly executed under its corporate seal.

     Dated: January 11, 2002

     THE MAY DEPARTMENT STORES COMPANY

     a New York corporation

     [Seal]

     By:________________________________

     Richard A. Brickson

     Secretary

     Attest: ____________________________

     Linda J. Balicki

     Assistant Secretary

     This is one of the Securities of the series designated therein
issued under the within-mentioned Indenture.

     BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION

     as Trustee

     By: _______________________________

     Authorized Officer

                       REVERSE OF Debenture

                THE MAY DEPARTMENT STORES COMPANY

                     6.90% Debenture Due 2032

     This Security is one of a duly authorized series of guaranteed
debt securities of the Company (herein called the "Debentures"),
issued under an Indenture, dated as of June 17, 1996 (herein called
the "Indenture"), among the Company, The May Department Stores
Company, a Delaware corporation (the "Guarantor") and Bank One
Trust Company, National Association (successor-in-interest to The
First National Bank of Chicago), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), which provides for the issuance by the Company from
time to time of debt securities of the Company (herein called the
"Debt Securities") in one or more series, to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Debentures and of the terms upon which the
Debentures are, and are to be, authenticated and delivered.  This
Debenture is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $250,000,000.

     This Debenture will be redeemable, in whole or from time to
time in part, at the option of the Company on any date (a
"Redemption Date"), at a redemption price equal to the greater of
(1) 100 percent of the principal amount of the Debentures to be
redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of
interest accrued to that Redemption Date) discounted to that
Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25
basis points, plus, in either case, accrued and unpaid interest on
the principal amount being redeemed to that Redemption Date;
provided that installments of interest on the Debentures which are
due and payable on an interest payment date falling on or prior to
the relevant Redemption Date shall be payable to the holders of
those Debentures, registered as such at the close of business on
the relevant record date according to their terms and the
provisions of the Indenture.

     "Treasury Rate" means, with respect to any Redemption Date for
the Debentures, (1) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the
most recently published statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or
after the Maturity Date, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall
be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding
to the nearest month) or (2) if that release (or any successor
release) is not published during the week preceding the calculation
date or does not contain those yields, the rate per annum equal to
the semi-annual equivalent yield to maturity the Comparable
Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.
The Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date.

     "Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the
remaining term of the Debentures.

     "Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if that firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after
consultation with the Company.

     "Comparable Treasury Price" means with respect to any
Redemption Date for the Debentures (1) the average of five
Reference Treasury Dealer Quotations for that Redemption Date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such
quotations.

     "Reference Treasury Dealer" means each of J.P. Morgan
Securities, Inc., Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., Banc One Capital Markets, Inc., First Union
Securities, Inc., Fleet Securities, Inc., BNP Paribas Securities
Corp. and Mizuho International plc, and their respective
successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.

     "Reference Treasury Dealer Quotations" means with respect to
each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding that Redemption
Date.

     Notice of any redemption by the Company will be mailed at
least 30 days but not more than 60 days before any Redemption Date
to each holder of the Debentures to be redeemed.  If less than all
the Debentures are to be redeemed at the Company's option, the
Trustee shall select, in such manner as it shall deem fair and
appropriate, the Debentures to be redeemed in whole or in part.

     If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal amount of the Debentures may
be declared due and payable in the manner and with the effect
provided in the Indenture.

     The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Debentures under the Indenture and the waiver of compliance by the
Company with certain provisions of the Indenture at any time with
the consent of the Holders of a majority in aggregate principal
amount of the Debt Securities at the time Outstanding (or, in case
less than all of the several series of Debt Securities then
Outstanding are affected, of the Holders of a majority in principal
amount of the Debt Securities at the time Outstanding of each
affected series).  The Indenture also permits the Holders of a
majority in principal amount of the Debentures at the time
Outstanding, on behalf of the Holders of all the Debentures, to
waive certain past defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this
Debenture shall be conclusive and binding upon such Holder and upon
all future Holders of this Debenture and of any Debenture issued
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Debenture.

     The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of the Debentures and (2) certain
restrictive covenants and certain Events of Default applicable to
the Debentures, upon compliance by the Company with certain
conditions set forth in the Indenture and in an Officers'
Certificate issued pursuant to the Indenture.

     As provided in and subject to the provisions of the Indenture,
any Holder of these Debentures shall not have the right to
institute any proceeding, judicial or otherwise, with respect to
the Indenture or for the appointment of a receiver or trustee or
for any other remedy hereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event
of Default with respect to the Debentures, the Holders of not less
than 25% in principal amount of the Debentures at the time
outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as
trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in
principal amount of the Debentures at the time outstanding a
direction inconsistent with such request and shall have failed to
institute any such proceedings, for 60 days after receipt of such
notice, request and offer of indemnity.

     No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Debenture at the times, place and
rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debenture is
registrable in the Debenture Register, upon surrender of this
Debenture for registration of transfer at the office or agency of
the Company maintained for that purpose in The City of New York,
New York, or at any other office or agency designated for that
purpose by the Company pursuant to the Indenture, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debenture Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any multiple thereof.  As
provided in the Indenture and subject to certain limitations
therein set forth, the Debentures are exchangeable for a like
aggregate principal amount of Debentures of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

     Prior to due presentment of this Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Debenture is
registered as the owner hereof for all purposes, whether or not
this Debenture be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

     All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
GUARANTEE

     For good and valuable consideration, receipt of which is
acknowledged, and intending to be legally bound, the Guarantor
hereby unconditionally guarantees the due and punctual payment of
the principal of, sinking fund payment, if any, premium, if any,
and interest on, and any Redemption Price with respect to this
Debenture, when and as the same shall become due and payable,
whether at maturity, upon acceleration or redemption or otherwise,
in accordance with the terms of this Debenture and the Indenture.

     THE MAY DEPARTMENT STORES COMPANY

     a Delaware corporation

     [Seal]

     By: _______________________________

     Richard A. Brickson

     Secretary

     Attest: ____________________________

     Linda J. Balicki

     Assistant Secretary

                       (FORM OF ASSIGNMENT)

                          ABBREVIATIONS

     The following abbreviations, when used in the inscription on
the face of this Debenture, shall be construed as though they were
written out in full according to applicable laws or regulations:

     TEN COM - as tenants in common

     TEN ENT - as tenants by the entireties

     JT TEN  - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ______(Cust) Custodian ______(Minor)

under Uniform Gifts to Minors Act ___________________ (State)
Additional abbreviations may also be used though not in the above
list.

     ASSIGNMENT

     FOR VALUE RECEIVED ___________________________ hereby sell(s),
assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(Please Print or Typewrite Name and Address of Assignee)

     the within Debenture and all rights thereunder, hereby
irrevocably constituting and appointing ________________________
Attorney to transfer said Debenture on the books of the Company,
with full power of substitution in the premises.

     Dated:  _________________________________

     Notice: The signature to this assignment must correspond
with the name as written upon the face of this Debenture in every
particular, without alteration or enlargement or any change
whatever.

     Signature Guaranteed:_____________________________

     Notice: Signature(s) must be guaranteed by an "eligible
guarantor institution" that is a member or participant in a
"signature guarantee program" (e.g., the Securities Transfer
Agents Medallion Program, the Stock Exchange Medallion Program or
the New York Stock Exchange, Inc. Medallion Signature Program).