<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):
                         January 17, 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>


Item 5.   Other Events.


      On January 17, 1996, Registrant announced that it intends to
spin-off Payless ShoeSource, Inc., its chain of self-service
family shoe stores, as an independent company.  The shares of
Payless will be distributed to Registrant's shareowners in a tax-
free transaction.  The spin-off is expected to be completed in
late Spring 1996.  Following the anticipated spin-off, senior
management of Payless, including Steven J. Douglass, chairman and
chief executive officer of Payless, and Richard A. Jolosky,
President of Payless, would continue with Payless.




Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     99-1      Press Release dated January 17, 1996      5
























                        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:  January 17, 1996      By:     /s/ Richard A. Brickson     
  

                                   Richard A. Brickson
                                   Secretary and Senior Counsel
































                        Page 3

<PAGE>


                       INDEX TO EXHIBITS



                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     99-1      Press Release dated January 17, 1996      5








































                        Page 4
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K DATED JANUARY 17, 1996", "secsgml_size_bytes": 3137}]
{"company-data": {"conformed-name": "MAY DEPARTMENT STORES CO", "cik": "0000063416", "assigned-sic": "5311", "irs-number": "430398035", "state-of-incorporation": "NY", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00079", "film-number": "96505079"}, "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):
                         January 17, 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 January 17, 1996, Registrant announced that it intends to
spin-off Payless ShoeSource, Inc., its chain of self-service
family shoe stores, as an independent company.  The shares of
Payless will be distributed to Registrant's shareowners in a tax-
free transaction.  The spin-off is expected to be completed in
late Spring 1996.  Following the anticipated spin-off, senior
management of Payless, including Steven J. Douglass, chairman and
chief executive officer of Payless, and Richard A. Jolosky,
President of Payless, would continue with Payless.

Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     99-1      Press Release dated January 17, 1996      5

                        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 17, 1996      By:     /s/ Richard A. Brickson     
  

                                   Richard A. Brickson
                                   Secretary and Senior Counsel

                        Page 3
INDEX TO EXHIBITS

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     99-1      Press Release dated January 17, 1996      5

                        Page 4