<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 : August 20, 1996
               Date of earliest event reported: August 8, 1996



                 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 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 August 8, 1996      5

     99.2      Press Release dated August 12, 1996     

     99.3      Press Release dated August 16, 1996




































                             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:  August 20, 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 August 8, 1996      5

     99.2      Press Release dated August 12, 1996     

     99.3      Press Release dated August 16, 1996





































                             Page 4
<PAGE>
JULY SALES INCREASE 6.7% FOR
THE MAY DEPARTMENT STORES COMPANY

     ST. LOUIS, August 8, 1996 -- The May Department Stores
Company today reported preliminary sales of $676.9 million for
the four-week period ended August 3, 1996, a 6.7% increase over
$634.3 million in the similar 1995 period.

     Sales for the first six months of fiscal 1996 were $4.84
billion, an increase of 10.8% versus $4.37 billion in the six
month period a year ago.

     Sales were as follows:

                    JULY AND YEAR-TO-DATE SALES (Millions)

                   Fiscal   Fiscal  Percent  Store-for-Store*
                     1996     1995 Increase       Inc./(Dec.)

July             $  676.9 $  634.3     6.7%            (0.4)%

Year-to-date     $4,835.8 $4,366.3    10.8%              4.4%

*Store-for-store sales represent sales of those stores open
during both years.

     Sales have been restated to exclude the sales of stores that
have been closed and not replaced.  Year-to-date revenues,
including sales of nonreplaced closed stores and finance charge
revenue, were $5.05 billion in 1996 and $4.54 billion in 1995.

     On July 18, May completed the purchase of 13 former
Strawbridge & Clothier stores in the greater Philadelphia area. 
The acquired stores and eight others in the area are operated by
Hecht's, May's largest division, under the name Strawbridge's.

     May opened 17 new stores during the month, including the 13
Strawbridge's stores:  the Gallery at Market East store in
Philadelphia, Pa.; the Willow Grove Park store in Willow Grove,
Pa.; the Exton Square store in Exton, Pa.; the Neshaminy Mall
store in Bensalem, Pa.; the Plymounth Meeting store in Plymouth
Meeting, Pa.; the Springfield Park store in Springfield Pa.; the
Suburban Square store in Ardmore, Pa.; the Court at King of
Prussia store in King of Prussia, Pa.; the Cherry Hill Mall store
in Cherry Hill, N.J.; the Echelon Mall store in Voorhees, N.J.;
the Burlington Mall store in Burlington, N.J.; the Christiana
Mall store in Newark, Del.; and the Concord Mall store in
Wilmington, Del.  The other four openings during the month
include one Lord & Taylor at Garden State Plaza in Paramus, N.J.,
two Foley's stores, one at Cottonwood Mall in Albuquerque, N.M.,
and one at Tulsa Promenade in Tulsa, Okla., and one Filene's
store at Solomon Pond in Marlborough, Mass.


<PAGE>
     Year-to-date, May has opened 19 stores, and plans to open an
additional nine stores during fiscal 1996.

     The May Department Stores Company operates 360 department
stores in 30 states and the District of Columbia.

                              # # #













































                               -2-
<PAGE>
THE MAY DEPARTMENT STORES COMPANY
REPORTS RECORD RESULTS FOR SECOND QUARTER
AND FIRST SIX MONTHS OF FISCAL 1996


     ST. LOUIS, August 12, 1996 -- The May Department Stores
Company today reported record earnings per share, net earnings
and sales for the second quarter and first six months of fiscal
1996.

     For the 13 weeks ending August 3, 1996, fully diluted
earnings per share were $.41, a 2.5% increase over $.40 in 1995. 
Second quarter 1996 net earnings were $110 million, compared with
$107 million a year ago.

     Sales for the second quarter of fiscal 1996 were $2.43
billion, an increase of 8.5% over $2.24 billion during 1995. 
Comparable-store sales for the 13 weeks in 1996 increased 2.3%
compared with the similar 1995 period.

     For the six months ending August 3, 1996 the company's fully
diluted earnings per share from continuing operations were $.77,
an increase of 6.9%, compared with $.72 in 1995.  Net earnings
from continuing operations were $208 million, compared with $194
million a year ago.  Sales increased 10.8% to $4.84 billion
compared with $4.37 billion last year.  Comparable-store sales
for the 26 weeks in 1996 increased 4.4% compared with the similar
1995 period.

     During the quarter, May completed the acquisition of 13
former Strawbridge & Clothier stores in the greater Philadelphia
area.  The acquired stores and eight others in the area are
operated by Hecht's, May's largest division, under the name
Strawbridge's.

     May opened 17 new stores during the quarter, including the
13 Strawbridge's stores:  The Gallery at Market East store in
Philadelphia, Pa.; the Willow Grove Park store in Willow Grove,
Pa.; the Exton Square store in Exton, Pa.; the Neshaminy Mall
store in Bensalem, Pa.; the Plymouth Meeting store in Plymouth
Meeting, Pa.; the Springfield Park store in Springfield, Pa.; the
Suburban Square store in Ardmore, Pa.; the Court at King of
Prussia store in King of Prussia, Pa.; the Cherry Hill Mall store
in Cherry Hill, N.J.; the Echelon Mall store in Voorhees, N.J.;
the Burlington Mall store in Burlington, N.J.; the Christiana
Mall store in Newark, Del.; and the Concord Mall store in
Wilmington, Del.  The other four openings during the quarter
include one Lord & Taylor at Garden State Plaza in Paramus, N.J.,
two Foley's stores, one at Cottonwood Mall in Albuquerque, N.M.,
and one at Tulsa Promenade in Tulsa, Okla., and one Filene's
store at Solomon Pond in Marlborough, Mass.


<PAGE>
     Year-to-date, May has opened 19 stores, and plans to open an
additional nine during fiscal 1996.

     The May Department Stores Company operates 360 department
stores in 30 states and the District of Columbia.

                              # # #
(CONDENSED CONSOLIDATED RESULTS OF OPERATIONS ON FOLLOWING PAGES)












































                               -2-
<PAGE>
<TABLE>
<CAPTION>
                    THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
                                        (Unaudited)

                                       13 Weeks Ended                26 Weeks Ended       
                                August 3, 1996 July 29, 1995  August 3, 1996 July 29, 1995
                                         % to         % to            % to          % to
(Millions, except per share)       $     Rev.    $    Rev.      $     Rev.    $     Rev.

<S>                              <C>     <C>   <C>    <C>     <C>    <C>   <C>      <C>   
Net Retail Sales                 $2,431        $2,241         $4,836       $4,366     
Revenues                         $2,533        $2,325         $5,044       $4,543
Cost of sales                     1,773  70.0%  1,625 69.9%    3,528 70.0%  3,168   69.7%
Selling, general and
  administrative expenses           511  20.2     463 19.9     1,039 20.6     933   20.6
Interest expense, net                64   2.5      57  2.4       128  2.5     115    2.5
Earnings from continuing oper.
  before income taxes               185   7.3     180  7.8       349  6.9     327    7.2
Provisions for income taxes          75  40.6*     73 40.7*      141 40.6*    133   40.7*
Net Earnings from:
  Continuing operations          $  110   4.3% $  107  4.6%   $  208  4.1% $  194    4.3%
  Discontinued operation         $    -        $   34         $   11       $   61
Net Earnings                     $  110        $  141         $  219       $  255
Fully Diluted Earnings per Share from:
  Continuing operations          $  .41        $  .40         $  .77       $  .72
  Discontinued operation         $    -        $  .13         $  .04       $  .23
Fully Diluted Earnings per Share $  .41        $  .53         $  .81       $  .95
Dividends Paid per Common Share  $  .29       $.281/2        $.571/2      $.541/2
Fully Diluted Average Shares
  and Equivalents                 265.7         265.7          265.7        265.4
*Percent represents effective income tax rate
</TABLE>


<TABLE>
<CAPTION>

                    NET RETAIL SALES-PERCENT INCREASE VERSUS LAST YEAR
Net retail sales represent the sales of stores operating at the end of the latest period. 
They exclude finance charge revenues and the sales of stores which have been closed and
not replaced.  Store-for-store sales represent sales of those stores open during both
periods.
                              13 Weeks Ended August 3, 1996  26 Weeks Ended August 3, 1996
                                 Total    Store-for-Store       Total    Store-for-Store
<S>                               <C>           <C>             <C>             <C>
                                  8.5%          2.3%            10.8%           4.4%

<PAGE>
       THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

Interim Results.  The unaudited condensed consolidated results of
operations have been prepared in accordance with the company's
accounting policies as described in the 1995 Annual Report to
Shareowners and should be read in conjunction with that report. 
In the opinion of management, this information is fairly
presented and all adjustments (consisting only of normal
recurring adjustments) necessary for a fair statement of the
results for the interim periods have been included; however,
certain items are included in this statement based on estimates
for the entire year.  Also, operating results of periods which
exclude the Christmas season may not be indicative of the
operating results that may be expected for the full fiscal year.

Inventories.  Department store merchandise inventories are stated
on the LIFO (last-in, first-out) cost basis.  The LIFO provision
for the second quarter was $8 million in 1996 and 1995.  The
year-to-date LIFO provision was $16 million in 1996 and 1995.

Discontinued Operation.  In January 1996, the company announced
its intention to spin off Payless ShoeSource, Inc. ("Payless"),
its chain of self-service family shoe stores.  The spin-off was
completed effective May 4, 1996, as a tax-free distribution to
shareowners.  The company's financial statements presented herein
reflect Payless as a discontinued operation through the end of
the first quarter.

As discussed in the 1995 Annual Report to Shareowners, and in
accordance with generally accepted accounting principles, Payless
1996 pre-tax earnings were recorded in 1995 to the extent of
spin-off costs and the Payless operating loss from January 17,
1996 through fiscal 1995 year-end.  As a result, $21 million of
1996 Payless pre-tax earnings is not reported in the year-to-date
net earnings from discontinued operation.

Acquisition.  On July 18, 1996, the company purchased 13
Strawbridge & Clothier department stores in the greater
Philadelphia area.  At the July closing, the company delivered,
subject to later adjustment, 4.2 million shares of May common
stock and assumed approximately $255 million of debt and certain
other liabilities in exchange for the Strawbridge & Clothier
department store assets.  The company has also agreed to issue
additional May common stock in exchange for any cash proceeds
from Strawbridge & Clothier's divestiture of its other assets,
including its Clover discount division, remaining after
satisfaction of all Strawbridge & Clothier liabilities and
obligations.  The acquisition was accounted for as a purchase.

Trailing Years' Results.  Operating results for the trailing
years were as follows (millions, except per share):
                               -3-
<PAGE>
                                       52 Weeks Ended        
                                August 3, 1996  July 29, 1995
Net retail sales                   $10,928         $10,035
Revenues                           $11,344         $10,383
Net earnings                       $   714         $   674
Fully diluted earnings per share   $  2.66         $  2.52














































                               -4-

<PAGE>
THE MAY DEPARTMENT STORES COMPANY
ANNOUNCES COMMON SHARE REPURCHASE PROGRAM
NEW "MAY" TRADING SYMBOL, AND REGULAR QUARTERLY DIVIDEND


     ST. LOUIS, August 16, 1996 -- The May Department Stores
Company announced today that its Board of Directors authorized
management to implement a common share repurchase program of up
to $600 million.  The company stated that it intends to make
purchases from time to time through open-market transactions,
depending on market conditions.

     The company also announced that, effective August 26, 1996,
the trading symbol for all trades of the company's common stock
on the New York Stock Exchange will change from MA to MAY.

     The company's Board of Directors declared the regular
quarterly dividend of $.29 per share payable September 15, 1996
to its common shareowners of record as of September 1, 1996.

     The May Department Stores Company operates 360 department
stores in 30 states and the District of Columbia.

                              # # #

</TABLE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K DATED AUGUST 20, 1996", "secsgml_size_bytes": 15549}]
{"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": "96618152"}, "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 : August 20, 1996
               Date of earliest event reported: August 8, 1996

                 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 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 August 8, 1996      5

     99.2      Press Release dated August 12, 1996     

     99.3      Press Release dated August 16, 1996

                             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:  August 20, 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 August 8, 1996      5

     99.2      Press Release dated August 12, 1996     

     99.3      Press Release dated August 16, 1996

                             Page 4
JULY SALES INCREASE 6.7% FOR
THE MAY DEPARTMENT STORES COMPANY

     ST. LOUIS, August 8, 1996 -- The May Department Stores
Company today reported preliminary sales of $676.9 million for
the four-week period ended August 3, 1996, a 6.7% increase over
$634.3 million in the similar 1995 period.

     Sales for the first six months of fiscal 1996 were $4.84
billion, an increase of 10.8% versus $4.37 billion in the six
month period a year ago.

     Sales were as follows:

                    JULY AND YEAR-TO-DATE SALES (Millions)

                   Fiscal   Fiscal  Percent  Store-for-Store*
                     1996     1995 Increase       Inc./(Dec.)

July             $  676.9 $  634.3     6.7%            (0.4)%

Year-to-date     $4,835.8 $4,366.3    10.8%              4.4%

*Store-for-store sales represent sales of those stores open
during both years.

     Sales have been restated to exclude the sales of stores that
have been closed and not replaced.  Year-to-date revenues,
including sales of nonreplaced closed stores and finance charge
revenue, were $5.05 billion in 1996 and $4.54 billion in 1995.

     On July 18, May completed the purchase of 13 former
Strawbridge & Clothier stores in the greater Philadelphia area. 
The acquired stores and eight others in the area are operated by
Hecht's, May's largest division, under the name Strawbridge's.

     May opened 17 new stores during the month, including the 13
Strawbridge's stores:  the Gallery at Market East store in
Philadelphia, Pa.; the Willow Grove Park store in Willow Grove,
Pa.; the Exton Square store in Exton, Pa.; the Neshaminy Mall
store in Bensalem, Pa.; the Plymounth Meeting store in Plymouth
Meeting, Pa.; the Springfield Park store in Springfield Pa.; the
Suburban Square store in Ardmore, Pa.; the Court at King of
Prussia store in King of Prussia, Pa.; the Cherry Hill Mall store
in Cherry Hill, N.J.; the Echelon Mall store in Voorhees, N.J.;
the Burlington Mall store in Burlington, N.J.; the Christiana
Mall store in Newark, Del.; and the Concord Mall store in
Wilmington, Del.  The other four openings during the month
include one Lord & Taylor at Garden State Plaza in Paramus, N.J.,
two Foley's stores, one at Cottonwood Mall in Albuquerque, N.M.,
and one at Tulsa Promenade in Tulsa, Okla., and one Filene's
store at Solomon Pond in Marlborough, Mass.
Year-to-date, May has opened 19 stores, and plans to open an
additional nine stores during fiscal 1996.

     The May Department Stores Company operates 360 department
stores in 30 states and the District of Columbia.

                              # # #

                               -2-
THE MAY DEPARTMENT STORES COMPANY
REPORTS RECORD RESULTS FOR SECOND QUARTER
AND FIRST SIX MONTHS OF FISCAL 1996

     ST. LOUIS, August 12, 1996 -- The May Department Stores
Company today reported record earnings per share, net earnings
and sales for the second quarter and first six months of fiscal
1996.

     For the 13 weeks ending August 3, 1996, fully diluted
earnings per share were $.41, a 2.5% increase over $.40 in 1995. 
Second quarter 1996 net earnings were $110 million, compared with
$107 million a year ago.

     Sales for the second quarter of fiscal 1996 were $2.43
billion, an increase of 8.5% over $2.24 billion during 1995. 
Comparable-store sales for the 13 weeks in 1996 increased 2.3%
compared with the similar 1995 period.

     For the six months ending August 3, 1996 the company's fully
diluted earnings per share from continuing operations were $.77,
an increase of 6.9%, compared with $.72 in 1995.  Net earnings
from continuing operations were $208 million, compared with $194
million a year ago.  Sales increased 10.8% to $4.84 billion
compared with $4.37 billion last year.  Comparable-store sales
for the 26 weeks in 1996 increased 4.4% compared with the similar
1995 period.

     During the quarter, May completed the acquisition of 13
former Strawbridge & Clothier stores in the greater Philadelphia
area.  The acquired stores and eight others in the area are
operated by Hecht's, May's largest division, under the name
Strawbridge's.

     May opened 17 new stores during the quarter, including the
13 Strawbridge's stores:  The Gallery at Market East store in
Philadelphia, Pa.; the Willow Grove Park store in Willow Grove,
Pa.; the Exton Square store in Exton, Pa.; the Neshaminy Mall
store in Bensalem, Pa.; the Plymouth Meeting store in Plymouth
Meeting, Pa.; the Springfield Park store in Springfield, Pa.; the
Suburban Square store in Ardmore, Pa.; the Court at King of
Prussia store in King of Prussia, Pa.; the Cherry Hill Mall store
in Cherry Hill, N.J.; the Echelon Mall store in Voorhees, N.J.;
the Burlington Mall store in Burlington, N.J.; the Christiana
Mall store in Newark, Del.; and the Concord Mall store in
Wilmington, Del.  The other four openings during the quarter
include one Lord & Taylor at Garden State Plaza in Paramus, N.J.,
two Foley's stores, one at Cottonwood Mall in Albuquerque, N.M.,
and one at Tulsa Promenade in Tulsa, Okla., and one Filene's
store at Solomon Pond in Marlborough, Mass.
Year-to-date, May has opened 19 stores, and plans to open an
additional nine during fiscal 1996.

     The May Department Stores Company operates 360 department
stores in 30 states and the District of Columbia.

                              # # #
(CONDENSED CONSOLIDATED RESULTS OF OPERATIONS ON FOLLOWING PAGES)

                               -2-
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
                                        (Unaudited)

                                       13 Weeks Ended                26 Weeks Ended       
                                August 3, 1996 July 29, 1995  August 3, 1996 July 29, 1995
                                         % to         % to            % to          % to
(Millions, except per share)       $     Rev.    $    Rev.      $     Rev.    $     Rev.
Net Retail Sales                 $2,431        $2,241         $4,836       $4,366     
Revenues                         $2,533        $2,325         $5,044       $4,543
Cost of sales                     1,773  70.0%  1,625 69.9%    3,528 70.0%  3,168   69.7%
Selling, general and
  administrative expenses           511  20.2     463 19.9     1,039 20.6     933   20.6
Interest expense, net                64   2.5      57  2.4       128  2.5     115    2.5
Earnings from continuing oper.
  before income taxes               185   7.3     180  7.8       349  6.9     327    7.2
Provisions for income taxes          75  40.6*     73 40.7*      141 40.6*    133   40.7*
Net Earnings from:
  Continuing operations          $  110   4.3% $  107  4.6%   $  208  4.1% $  194    4.3%
  Discontinued operation         $    -        $   34         $   11       $   61
Net Earnings                     $  110        $  141         $  219       $  255
Fully Diluted Earnings per Share from:
  Continuing operations          $  .41        $  .40         $  .77       $  .72
  Discontinued operation         $    -        $  .13         $  .04       $  .23
Fully Diluted Earnings per Share $  .41        $  .53         $  .81       $  .95
Dividends Paid per Common Share  $  .29       $.281/2        $.571/2      $.541/2
Fully Diluted Average Shares
  and Equivalents                 265.7         265.7          265.7        265.4
*Percent represents effective income tax rate
NET RETAIL SALES-PERCENT INCREASE VERSUS LAST YEAR
Net retail sales represent the sales of stores operating at the end of the latest period. 
They exclude finance charge revenues and the sales of stores which have been closed and
not replaced.  Store-for-store sales represent sales of those stores open during both
periods.
                              13 Weeks Ended August 3, 1996  26 Weeks Ended August 3, 1996
                                 Total    Store-for-Store       Total    Store-for-Store
8.5%          2.3%            10.8%           4.4%
THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

Interim Results.  The unaudited condensed consolidated results of
operations have been prepared in accordance with the company's
accounting policies as described in the 1995 Annual Report to
Shareowners and should be read in conjunction with that report. 
In the opinion of management, this information is fairly
presented and all adjustments (consisting only of normal
recurring adjustments) necessary for a fair statement of the
results for the interim periods have been included; however,
certain items are included in this statement based on estimates
for the entire year.  Also, operating results of periods which
exclude the Christmas season may not be indicative of the
operating results that may be expected for the full fiscal year.

Inventories.  Department store merchandise inventories are stated
on the LIFO (last-in, first-out) cost basis.  The LIFO provision
for the second quarter was $8 million in 1996 and 1995.  The
year-to-date LIFO provision was $16 million in 1996 and 1995.

Discontinued Operation.  In January 1996, the company announced
its intention to spin off Payless ShoeSource, Inc. ("Payless"),
its chain of self-service family shoe stores.  The spin-off was
completed effective May 4, 1996, as a tax-free distribution to
shareowners.  The company's financial statements presented herein
reflect Payless as a discontinued operation through the end of
the first quarter.

As discussed in the 1995 Annual Report to Shareowners, and in
accordance with generally accepted accounting principles, Payless
1996 pre-tax earnings were recorded in 1995 to the extent of
spin-off costs and the Payless operating loss from January 17,
1996 through fiscal 1995 year-end.  As a result, $21 million of
1996 Payless pre-tax earnings is not reported in the year-to-date
net earnings from discontinued operation.

Acquisition.  On July 18, 1996, the company purchased 13
Strawbridge & Clothier department stores in the greater
Philadelphia area.  At the July closing, the company delivered,
subject to later adjustment, 4.2 million shares of May common
stock and assumed approximately $255 million of debt and certain
other liabilities in exchange for the Strawbridge & Clothier
department store assets.  The company has also agreed to issue
additional May common stock in exchange for any cash proceeds
from Strawbridge & Clothier's divestiture of its other assets,
including its Clover discount division, remaining after
satisfaction of all Strawbridge & Clothier liabilities and
obligations.  The acquisition was accounted for as a purchase.

Trailing Years' Results.  Operating results for the trailing
years were as follows (millions, except per share):
                               -3-
52 Weeks Ended        
                                August 3, 1996  July 29, 1995
Net retail sales                   $10,928         $10,035
Revenues                           $11,344         $10,383
Net earnings                       $   714         $   674
Fully diluted earnings per share   $  2.66         $  2.52

                               -4-
THE MAY DEPARTMENT STORES COMPANY
ANNOUNCES COMMON SHARE REPURCHASE PROGRAM
NEW "MAY" TRADING SYMBOL, AND REGULAR QUARTERLY DIVIDEND

     ST. LOUIS, August 16, 1996 -- The May Department Stores
Company announced today that its Board of Directors authorized
management to implement a common share repurchase program of up
to $600 million.  The company stated that it intends to make
purchases from time to time through open-market transactions,
depending on market conditions.

     The company also announced that, effective August 26, 1996,
the trading symbol for all trades of the company's common stock
on the New York Stock Exchange will change from MA to MAY.

     The company's Board of Directors declared the regular
quarterly dividend of $.29 per share payable September 15, 1996
to its common shareowners of record as of September 1, 1996.

     The May Department Stores Company operates 360 department
stores in 30 states and the District of Columbia.

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