<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:  September 2, 1994
        Date of earliest event reported: August 19, 1994



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

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



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



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






                             Page 1
<PAGE>
Item 5.   Other Events.

     On August 19, 1994, the Board of Directors of The May
Department Stores Company (the "Company") approved the extension
of the Company's existing rights by adopting a shareowner rights
plan substantially similar to the company's current rights plan. 
Pursuant to the new Rights Agreement between the Company and The
Bank of New York, as Rights Agent (the "1994 Rights Agreement"), 
one Right will be issued for each outstanding share of common
stock, par value $.50 per share, of the Company on the earlier to
occur of the expiration of the existing rights (March 3, 1996) or
the redemption of such rights in accordance with the terms of the
Company's current rights plan.  Each of the new Rights will
entitle the registered holder to purchase from the Company a unit
(a "Unit") consisting of one four-hundredth of a Junior
Participating Preference Share, par value $.50 per share, at a
price of $150 per Unit, subject to adjustment.  The new Rights
are redeemable under certain circumstances at $.01 per Right and
will expire, unless earlier redeemed, on August 31, 2004.

     The description and terms of the new Rights are set forth in
the 1994 Rights Agreement, a copy of which is annexed hereto as
Exhibit 1 and is incorporated herein by reference.


Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     1         Form of Rights Agreement, dated         5
               as of August 19, 1994, between The
               May Department Stores Company and
               The Bank of New York, which includes as 
               Exhibit A thereto, the Form of Right
               Certificate.












                             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:  September 2, 1994      By:    /s/  Richard A. Brickson    
                                   Richard A. Brickson
                                   Secretary and Senior Counsel



































                             Page 3
<PAGE>
                        INDEX TO EXHIBITS



                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     1         Form of Rights Agreement, dated         5
               as of August 19, 1994, between The
               May Department Stores Company and
               The Bank of New York, which includes as 
               Exhibit A thereto, the Form of Right
               Certificate.
































                             Page 4
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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": "001-00079", "film-number": "94548028"}, "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:  September 2, 1994
        Date of earliest event reported: August 19, 1994

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

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

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

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

                             Page 1
Item 5.   Other Events.

     On August 19, 1994, the Board of Directors of The May
Department Stores Company (the "Company") approved the extension
of the Company's existing rights by adopting a shareowner rights
plan substantially similar to the company's current rights plan. 
Pursuant to the new Rights Agreement between the Company and The
Bank of New York, as Rights Agent (the "1994 Rights Agreement"), 
one Right will be issued for each outstanding share of common
stock, par value $.50 per share, of the Company on the earlier to
occur of the expiration of the existing rights (March 3, 1996) or
the redemption of such rights in accordance with the terms of the
Company's current rights plan.  Each of the new Rights will
entitle the registered holder to purchase from the Company a unit
(a "Unit") consisting of one four-hundredth of a Junior
Participating Preference Share, par value $.50 per share, at a
price of $150 per Unit, subject to adjustment.  The new Rights
are redeemable under certain circumstances at $.01 per Right and
will expire, unless earlier redeemed, on August 31, 2004.

     The description and terms of the new Rights are set forth in
the 1994 Rights Agreement, a copy of which is annexed hereto as
Exhibit 1 and is incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.

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

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     1         Form of Rights Agreement, dated         5
               as of August 19, 1994, between The
               May Department Stores Company and
               The Bank of New York, which includes as 
               Exhibit A thereto, the Form of Right
               Certificate.

                             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:  September 2, 1994      By:    /s/  Richard A. Brickson    
                                   Richard A. Brickson
                                   Secretary and Senior Counsel

                             Page 3
INDEX TO EXHIBITS

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     1         Form of Rights Agreement, dated         5
               as of August 19, 1994, between The
               May Department Stores Company and
               The Bank of New York, which includes as 
               Exhibit A thereto, the Form of Right
               Certificate.

                             Page 4