<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: May 23, 2000
          Date of earliest event reported: May 17, 2000



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

   Delaware                   I-79               43-1104396
(State or other           (Commission         (IRS Employer
jurisdiction of           File Number)        Identification No.)
incorporation)



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



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


                             Page 1




<PAGE>

Item 5.   Other Events.

     On May 22, 2000 , 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 8-3/4% Debentures due May 15, 2029, (the "Securities").
The payment of principal of and interest on the Securities are
unconditionally guaranteed by the Registrant.  The Securities will
be represented by one or more book-entry securities registered in
the name of the nominee of The Depository Trust Company, which will
act as the Depositary.  May-NY intends to use the net proceeds from
the sale of the Securities for stock repurchases, capital
expenditures, working capital needs and other general corporate
purposes, including investments and acquisitions.

     The Securities were issued under the terms of an Indenture,
dated as of June 17, 1996, among the Registrant, May-NY and 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
               May 17, 2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               First Union Securities, Inc. and Salomon
               Smith Barney Inc.

     4.1       Specimen of global certificate for
               8-3/4% Debentures due May 15, 2029







                             Page 2






<PAGE>

                            SIGNATURE



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



                              THE MAY DEPARTMENT STORES COMPANY



Dated:  May 23, 2000          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
               May 17, 2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               First Union Securities, Inc. and Salomon
               Smith Barney Inc.

     4.1       Specimen of global certificate for
               8-3/4% Debentures due May 15, 2029









                             Page 4






<PAGE>
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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: May 23, 2000
          Date of earliest event reported: May 17, 2000

                 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 May 22, 2000 , 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 8-3/4% Debentures due May 15, 2029, (the "Securities").
The payment of principal of and interest on the Securities are
unconditionally guaranteed by the Registrant.  The Securities will
be represented by one or more book-entry securities registered in
the name of the nominee of The Depository Trust Company, which will
act as the Depositary.  May-NY intends to use the net proceeds from
the sale of the Securities for stock repurchases, capital
expenditures, working capital needs and other general corporate
purposes, including investments and acquisitions.

     The Securities were issued under the terms of an Indenture,
dated as of June 17, 1996, among the Registrant, May-NY and 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
               May 17, 2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               First Union Securities, Inc. and Salomon
               Smith Barney Inc.

     4.1       Specimen of global certificate for
               8-3/4% Debentures due May 15, 2029

                             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:  May 23, 2000          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
               May 17, 2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               First Union Securities, Inc. and Salomon
               Smith Barney Inc.

     4.1       Specimen of global certificate for
               8-3/4% Debentures due May 15, 2029

                             Page 4