<PAGE>






                            FORM 8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                                           


                         CURRENT REPORT

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




        Date of Report (Date of earliest event reported)
                         April 24, 1996



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

   New York                   I-79               43-0398035      
(State or other           (Commission         (IRS Employer
jurisdiction of           File Number)        Identification No.)
incorporation)



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



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



                             Page 1<PAGE>
<PAGE>

Item 5.   Other Events.

     On April 24, 1996, Registrant filed its Annual Report on
Form 10-K for the Fiscal Year ended February 3, 1996.  Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operation" incorporated by reference the "Management's
Discussion and Analysis" section of Registrant's 1995 Annual
Report to Shareowners.  In this section, Registrant reflected
that its bonds are rated single-A-2 by Moody's Investors Service,
Inc. and single-A by Standard & Poor's Corporation and that its
commercial paper is rated prime-1 and single-A-1 by Moody's and
Standard & Poor's respectively.  A security rating is not a
recommendation to buy, sell or hold securities;  it may be
subject to revision or withdrawal at any time by the assigning
rating organization; and each rating should be evaluated
independently of any other rating.

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

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

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

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

     Issuers rated prime-1 have a superior ability for repayment
     of senior short-term debt obligations;

     -    Repayment ability is often evidenced by leading market
          positions in well-established industries, high rates of
          return on funds employed, conservative capitalization
          structure with moderate reliance on debt and ample
          asset protection, broad margins in earnings coverage of
          fixed financial charges and high internal cash
          generation, and well-established access to a range of
          financial markets and assured sources of alternate
          liquidity.

                             Page 2
<PAGE>
<PAGE>

Based on information from Standard & Poor's Corporation:

     Debt rated single-A has a strong capacity to pay interest
     and repay principal although it is somewhat more susceptible
     to the adverse effects of changes in circumstances and
     economic conditions than debt in higher rated categories.

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

     A commercial paper rating of single-A indicates that the
     issuer has the greatest capacity for timely payment of debt
     having an original maturity of no more than 365 days.

     -    The rating may be modified with the numbers 1, 2 and 3
          to indicated the relative degree of safety.

     -    A single-A-1 rating indicates that the degree of safety
          regarding timely payment is either overwhelming or very
          strong.  Issues determined to possess overwhelming
          safety characteristics are denoted with a plus (+) sign
          designation.

Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     28-1      Annual Report on Form 10-K for the 
               Fiscal Year Ended February 3, 1996
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended February 
               3, 1996, File No. 1-79, previously
               filed on April 24, 1996.)








                             Page 3
<PAGE>
<PAGE>

                            SIGNATURE



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



                              THE MAY DEPARTMENT STORES COMPANY



Dated:  April 24, 1996    By:    /s/  Richard A. Brickson        
                                   Richard A. Brickson
                                   Secretary and Senior Counsel































                             Page 4<PAGE>
<PAGE>

                        INDEX TO EXHIBITS



                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     28-1      Annual Report on Form 10-K for the 
               Fiscal Year Ended February 3, 1996
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended February 
               3, 1996, File No. 1-79, previously
               filed on April 24, 1996.)
































                             Page 5
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{"company-data": {"conformed-name": "MAY DEPARTMENT STORES CO", "cik": "0000063416", "assigned-sic": "5311", "irs-number": "430398035", "state-of-incorporation": "NY", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20621", "film-number": "96550269"}, "business-address": {"street1": "611 OLIVE ST", "city": "ST LOUIS", "state": "MO", "zip": "63101", "phone": "3143426300"}}
FORM 8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                                           

                         CURRENT REPORT

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

        Date of Report (Date of earliest event reported)
                         April 24, 1996

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

   New York                   I-79               43-0398035      
(State or other           (Commission         (IRS Employer
jurisdiction of           File Number)        Identification No.)
incorporation)

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

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

                             Page 1
Item 5.   Other Events.

     On April 24, 1996, Registrant filed its Annual Report on
Form 10-K for the Fiscal Year ended February 3, 1996.  Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operation" incorporated by reference the "Management's
Discussion and Analysis" section of Registrant's 1995 Annual
Report to Shareowners.  In this section, Registrant reflected
that its bonds are rated single-A-2 by Moody's Investors Service,
Inc. and single-A by Standard & Poor's Corporation and that its
commercial paper is rated prime-1 and single-A-1 by Moody's and
Standard & Poor's respectively.  A security rating is not a
recommendation to buy, sell or hold securities;  it may be
subject to revision or withdrawal at any time by the assigning
rating organization; and each rating should be evaluated
independently of any other rating.

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

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

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

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

     Issuers rated prime-1 have a superior ability for repayment
     of senior short-term debt obligations;

     -    Repayment ability is often evidenced by leading market
          positions in well-established industries, high rates of
          return on funds employed, conservative capitalization
          structure with moderate reliance on debt and ample
          asset protection, broad margins in earnings coverage of
          fixed financial charges and high internal cash
          generation, and well-established access to a range of
          financial markets and assured sources of alternate
          liquidity.

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

     Debt rated single-A has a strong capacity to pay interest
     and repay principal although it is somewhat more susceptible
     to the adverse effects of changes in circumstances and
     economic conditions than debt in higher rated categories.

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

     A commercial paper rating of single-A indicates that the
     issuer has the greatest capacity for timely payment of debt
     having an original maturity of no more than 365 days.

     -    The rating may be modified with the numbers 1, 2 and 3
          to indicated the relative degree of safety.

     -    A single-A-1 rating indicates that the degree of safety
          regarding timely payment is either overwhelming or very
          strong.  Issues determined to possess overwhelming
          safety characteristics are denoted with a plus (+) sign
          designation.

Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     28-1      Annual Report on Form 10-K for the 
               Fiscal Year Ended February 3, 1996
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended February 
               3, 1996, File No. 1-79, previously
               filed on April 24, 1996.)

                             Page 3
SIGNATURE

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

                              THE MAY DEPARTMENT STORES COMPANY

Dated:  April 24, 1996    By:    /s/  Richard A. Brickson        
                                   Richard A. Brickson
                                   Secretary and Senior Counsel

                             Page 4
INDEX TO EXHIBITS

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     28-1      Annual Report on Form 10-K for the 
               Fiscal Year Ended February 3, 1996
               (incorporated herein by reference to
               the Registrant's Annual Report on Form
               10-K for the Fiscal Year Ended February 
               3, 1996, File No. 1-79, previously
               filed on April 24, 1996.)

                             Page 5