<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: February 29, 2000
        Date of earliest event reported: February 24, 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 February 29, 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 $200,000,000 principal
amount of its 7-7/8% Debentures due March 1, 2030 (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 (formerly 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
               February 24,2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               Banc of America Securities LLC and Chase Securities
               Inc.

     4.1       Specimen of global certificate for
               7-7/8% Debentures due March 1, 2030




                              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:  February 29, 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
               February 24,2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               Banc of America Securities LLC and Chase Securities
               Inc.

     4.1       Specimen of global certificate for
               7-7/8% Debentures due March 1, 2030



                              Page 4

<PAGE>
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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": "557245"}, "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: February 29, 2000
        Date of earliest event reported: February 24, 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 February 29, 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 $200,000,000 principal
amount of its 7-7/8% Debentures due March 1, 2030 (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 (formerly 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
               February 24,2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               Banc of America Securities LLC and Chase Securities
               Inc.

     4.1       Specimen of global certificate for
               7-7/8% Debentures due March 1, 2030

                              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:  February 29, 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
               February 24,2000, among the Registrant,
               May-NY, Morgan Stanley & Co. Incorporated,
               Banc of America Securities LLC and Chase Securities
               Inc.

     4.1       Specimen of global certificate for
               7-7/8% Debentures due March 1, 2030

                              Page 4