<PAGE> 1

                                   THE ISSUER HEREBY REQUESTS THAT THIS
                            REGISTRATION STATEMENT BECOME AUTOMATICALLY
                     EFFECTIVE UPON FILING, IN ACCORDANCE WITH RULE 462
                      UNDER REGULATION C OF THE SECURITIES ACT OF 1933.

                                                 REGISTRATION NO.
==========================================================================

                  SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D. C. 20549

                           -----------------

                               FORM S-8

                        REGISTRATION STATEMENT

                                 UNDER

                      THE SECURITIES ACT OF 1933

                           -----------------

                   THE MAY DEPARTMENT STORES COMPANY

          (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

          NEW YORK                           43-0398035
  (STATE OF INCORPORATION)                (I.R.S. EMPLOYER
                                          IDENTIFICATION NO.)

 611 OLIVE STREET, ST. LOUIS, MISSOURI            63101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (ZIP CODE)

                   THE MAY DEPARTMENT STORES COMPANY

                          PROFIT SHARING PLAN

                         (FULL TITLE OF PLAN)

                           -----------------

                       RICHARD A. BRICKSON, ESQ.
                         SECRETARY AND COUNSEL
                   THE MAY DEPARTMENT STORES COMPANY
                           611 OLIVE STREET
                       ST. LOUIS, MISSOURI 63101
                            (314) 342-6300
       (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                           -----------------

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE

==================================================================================================================================

<CAPTION>
                                                                      PROPOSED MAXIMUM        PROPOSED MAXIMUM       AMOUNT OF
               TITLE OF SECURITIES                 AMOUNT TO BE        OFFERING PRICE        AGGREGATE OFFERING    REGISTRATION
                TO BE REGISTERED                    REGISTERED           PER SHARE*                PRICE*               FEE

- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                              <C>              <C>                     <C>                     <C>
Common Stock of The May
Department Stores Company,                           2,266,288
$.50 par value...................................     shares               $39.5625             $89,660,019.        $28,018.76

==================================================================================================================================
</TABLE>

  In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to The May Department
Stores Company Profit Sharing Plan.

[FN]
  *The proposed maximum offering price and maximum aggregate offering
price are estimated for the sole purpose of calculating the amount of
the registration fee. The fee has been calculated in accordance with
Rule 457(h) under the Securities Act of 1933. Accordingly, the maximum
offering price per share is based on the average of the high and low
prices per share of the Issuer's Common Stock on the New York Stock
Exchange on January 5, 1994.

========================================================================


<PAGE> 2


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

(a) Annual Report on Form 10-K filed by The May Department Stores
    Company ("May") for the fiscal year ended January 30, 1993.

(b) Annual Report on Form 11-K filed by The May Department Stores
    Company Profit Sharing Plan ("Plan") for the Plan Year ended
    December 31, 1992.

(c) May's Quarterly Reports on Form 10-Q for the quarters ended May 1,
    1993, July 31, 1993 and October 30, 1993.

(d) May's Current Report on Form 8-K dated April 22, 1993.

All reports and other documents filed subsequent to the date of this
Registration Statement, pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 7 of the New York Business Corporation Law ("NYBCL") and a
provision of the Registrant's By-Laws provide for indemnification of
directors and officers under certain conditions including the
possibility of indemnification against liabilities under the Securities
Act of 1933 (the "Act"). In addition, the Registrant has entered into
indemnification agreements with each director and certain executive
officers of the Registrant. Each indemnification agreement provides,
among other things, (i) for indemnification to the fullest extent
permitted by law against all expenses, judgments, fines, penalties
incurred in connection with, and amounts paid in settlement of, any
claim against the indemnified party, provided it is determined pursuant
to the agreement that the indemnitee is entitled to be indemnified
under the applicable standard of conduct under the NYBCL; (ii) for
advancement of expenses to the indemnitee in connection with the
indemnitee's defense of any threatened or pending claim, provided that
if it is determined pursuant to the agreement that the indemnitee would
not be permitted to be indemnified under applicable law, the Registrant
shall be entitled to be reimbursed by the indemnitee for all such
amounts previously paid; (iii) for the creation of a trust for the
benefit of the indemnitee in the event of a potential change in control
of the Registrant which shall be funded from time to time at the
request of the indemnitee in an amount sufficient to satisfy the
Registrant's indemnification obligations under the agreement; and (iv)
that no legal action be brought and no cause of action be asserted by
or on behalf of the Registrant against the indemnitee after the
expiration of the earlier of the applicable statute of limitations or
two years from the date of accrual of such cause of action. Similar
indemnification agreements may be entered into from time to time with
additional officers of the Registrant.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                    II-1
<PAGE> 3


ITEM 8. EXHIBITS.

The following Exhibits are filed as a part of this Registration
Statement:

 4.1   - Restated Certificate of Incorporation of the Registrant, as
         amended (incorporated herein by reference to Exhibit 3(a) to
         the Registrant's Annual Report on Form 10-K for the fiscal
         year ended January 30, 1993).

 4.2   - By-laws of the Registrant (incorporated herein by reference
         to Exhibit 3(b) to the Registrant's Annual Report on Form
         10-K for the fiscal year ended January 30, 1993).

 4.3   - Form of Rights Agreement, dated as of February 21, 1986,
         between the Registrant and Centerre Trust Company of St.
         Louis, as Rights Agent (incorporated herein by reference to
         Exhibit 1 to the Registrant's Current Report on Form 8-K
         dated March 3, 1986).

 4.4   - Form of Rights Agreement, as Amended and Restated May 2,
         1988, between the Registrant and Centerre Trust Company of
         St. Louis, as Rights Agent (incorporated herein by reference
         to Exhibit 4.3(a) to the Registrant's Post-Effective
         Amendment No. 3 to Form S-8 Registration Statement (file
         number 33-11073) dated September 30, 1988).

 4.5   - Form of Amendment to Rights Agreement (at Exhibit 4.4) dated
         May 11, 1993, between the Registrant and The Bank of New York
         as Rights Agent.

 5.1   - Internal Revenue Service Determination Letter dated February
         1, 1990 determining that The May Department Stores Company
         Profit Sharing Plan is qualified under Section 401(a) of the
         Internal Revenue Code (incorporated herein by reference to
         Exhibit 5.1 to the Registrant's Registration Statement on
         Form S-8 (file number 33-38104) dated December 10, 1990.

23     - Consent of Arthur Andersen & Co.

24     - Powers of Attorney.

ITEM 9. UNDERTAKINGS.

(1) The undersigned issuer hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus
is sent or given, a copy of the issuer's annual report to shareowners
for its latest fiscal year, unless such employee otherwise has received
a copy of such report, in which case the issuer shall state in the
prospectus that it will promptly furnish, without charge, a copy of
such report on the written request of the employee. If the latest
fiscal year of the issuer has ended within 120 days prior to the use of
the prospectus, the annual report of the issuer for the preceding
fiscal year may be so delivered, but within such 120 day period the
annual report for the latest fiscal year will be furnished to each such
employee.

(2) The undersigned issuer hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan, who do not
otherwise receive such material as stockholders of the issuer, at the
time and in the manner such material is sent to its shareowners, copies
of all reports, proxy statements and other communications distributed
to its shareowners generally.

(3) Where interests in a plan are registered herewith, the undersigned
issuer and plan hereby undertake to transmit or cause to be transmitted
promptly, without charge, to any participant in the plan who makes a
written request, a copy of the then latest annual report of the plan
filed pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Form 11-K). If such report is filed separately on Form 11-K, such form
shall be delivered upon written request. If such report is filed as a
part of the issuer's annual report on Form 10-K, that entire report
(excluding exhibits) shall be delivered upon written request. If such
report is filed as a part of the issuer's annual report to shareowners
delivered pursuant to paragraph (1) or (2) of this undertaking
additional delivery shall not be required.

(4) The undersigned issuer hereby undertakes: (i) that for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the issuer's annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (or, where applicable, each filing of the plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
                                    II-2
<PAGE> 4
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; (ii) that all such
new registration statements will comply with the applicable forms,
rules and regulations of the Commission in effect at the time such
post-effective amendments or annual reports are filed; and (iii) to
remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination
of the plan.

(5) The undersigned issuer hereby undertakes to file, during any period
in which offers or sales are being made of the securities registered
hereby, a post-effective amendment to this registration statement:

  (i) to include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933;

  (ii) to reflect in the prospectus any facts or events arising after
  the effective date of this registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set
  forth in this registration statement; and

  (iii) to include any material information with respect to the plan of
  distribution not previously disclosed in this registration statement
  or any material change to such information in this registration
  statement;

provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the issuer pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be provided to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by the
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(7) Insofar as The May Department Stores Company Profit Sharing Plan
has been amended since receipt of the Determination Letter which is
incorporated by reference as Exhibit 5.1 of this Registration
Statement, the Registrant undertakes to submit the Plan as amended to
the Internal Revenue Service in a timely manner and to make such
changes, if any, required by the Internal Revenue Service in order to
maintain the qualification of the Plan.
                                    II-3
<PAGE> 5


                              SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the issuer
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on a Form S-8, undertakes to comply with
the requirements of Part II of Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis and State of
Missouri, on the 7th day of January, 1994.

The May Department Stores Company

by                  *
   -------------------------------------
              Jerome T. Loeb,
   President and Chief Financial Officer

*By               RICHARD A. BRICKSON
   --------------------------------------------------- Attorney-in-fact
                   Richard A. Brickson

Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                           SIGNATURE                                            TITLE                            DATE
- ----------------------------------------------------------------------------------------------------- --------------------------

PRINCIPAL EXECUTIVE OFFICER:
<C>                                                             <S>                                   <C>

                               *                                Director, Chairman of the Board and
- ----------------------------------------------------------------Chief Executive Officer
                        David C. Farrell

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

                               *                                Director, President and Chief
- ----------------------------------------------------------------Financial Officer
                         Jerome T. Loeb

                               *                                Director and Vice Chairman
- -----------------------------------------------------------------
                       Richard L. Battram

                               *                                Director and Deputy Chairman              January 7, 1994
- -----------------------------------------------------------------
                         Thomas A. Hays

                               *                                Director
- -----------------------------------------------------------------
                        Edward H. Meyer

                               *                                Director
- -----------------------------------------------------------------
                       Russell E. Palmer

                               *                                Director
- -----------------------------------------------------------------
                       Michael R. Quinlan

                               *                                Director
- -----------------------------------------------------------------
                       William P. Stiritz

                               *                                Director
- -----------------------------------------------------------------
                        Robert D. Storey

                                    II-4
<PAGE> 6

                           SIGNATURE                                            TITLE                            DATE
- ----------------------------------------------------------------------------------------------------- --------------------------


                               *                                Director                                  January 7, 1994
- -----------------------------------------------------------------
                      Murray L. Weidenbaum


*By                        RICHARD A. BRICKSON
   -------------------------------------------------------------- Attorney-in-fact
                            Richard A. Brickson

</TABLE>

Pursuant to the requirements of the Securities Act of 1933, The May
Department Stores Company Profit Sharing Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis and State of
Missouri, on the 7th day of January, 1994.

The May Department Stores Company Profit Sharing Plan

by         RICHARD A. BRICKSON
  --------------------------------------
       Richard A. Brickson, Member,
        Administrative Subcommittee

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                           SIGNATURE                                            TITLE                            DATE
- ----------------------------------------------------------------------------------------------------- --------------------------

<C>                                                             <S>                                   <C>
                        DONALD N. BAXTER                        Member, Administrative Subcommittee
- -----------------------------------------------------------------
                        Donald N. Baxter

                      RICHARD A. BRICKSON                       Member, Administrative Subcommittee        January 7, 1994
- -----------------------------------------------------------------
                      Richard A. Brickson

                         JAN R. KNIFFEN                         Member, Administrative Subcommittee
- -----------------------------------------------------------------
                         Jan R. Kniffen

</TABLE>
                                    II-5
<PAGE> 7


<TABLE>
                                                         INDEX TO EXHIBITS

<CAPTION>

 EXHIBIT
 NUMBER                                                      EXHIBIT
 ------          -----------------------------------------------------------------------------------------------


<C>              <S>
   4.1           -Restated Certificate of Incorporation of the Registrant, as amended (incorporated herein by
                  reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year
                  ended January 30, 1993).

   4.2           -By-laws of the Registrant (incorporated herein by reference to Exhibit 3(b) to the
                  Registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1993).

   4.3           -Form of Rights Agreement, dated as of February 21, 1986, between the Registrant and Centerre
                  Trust Company of St. Louis, as Rights Agent (incorporated herein by reference to Exhibit 1 to
                  the Registrant's Current Report on Form 8-K dated March 3, 1986).

   4.4           -Form of Rights Agreement, as Amended and Restated May 2, 1988, between the Registrant and
                  Centerre Trust Company of St. Louis, as Rights Agent (incorporated herein by reference to
                  Exhibit 4.3(a) to the Registrant's Post-Effective Amendment No. 3 to Form S-8 Registration
                  Statement (file number 33-11073) dated September 30, 1988).

   4.5           -Form of Amendment to Rights Agreement (at Exhibit 4.4) dated May 11, 1993, between the
                  Registrant and The Bank of New York as Rights Agent.

   5.1           -Internal Revenue Service Determination Letter dated February 1, 1990 determining that The May
                  Department Stores Company Profit Sharing Plan is qualified under Section 401(a) of the
                  Internal Revenue Code (incorporated herein by reference to Exhibit 5.1 to the Registrant's
                  Registration Statement on Form S-8 (file number 33-38104) dated December 10, 1990.

  23             -Consent of Arthur Andersen & Co.

  24             -Powers of Attorney.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "MAY DEPARTMENT STORES FORM S-8", "secsgml_size_bytes": 23070}]
{"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": "S-8", "act": "33", "file-number": "033-51849", "film-number": "94500762"}, "business-address": {"street1": "611 OLIVE ST", "city": "ST LOUIS", "state": "MO", "zip": "63101", "phone": "3143426300"}}
1

                                   THE ISSUER HEREBY REQUESTS THAT THIS
                            REGISTRATION STATEMENT BECOME AUTOMATICALLY
                     EFFECTIVE UPON FILING, IN ACCORDANCE WITH RULE 462
                      UNDER REGULATION C OF THE SECURITIES ACT OF 1933.

                                                 REGISTRATION NO.
==========================================================================

                  SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D. C. 20549

                           -----------------

                               FORM S-8

                        REGISTRATION STATEMENT

                                 UNDER

                      THE SECURITIES ACT OF 1933

                           -----------------

                   THE MAY DEPARTMENT STORES COMPANY

          (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

          NEW YORK                           43-0398035
  (STATE OF INCORPORATION)                (I.R.S. EMPLOYER
                                          IDENTIFICATION NO.)

 611 OLIVE STREET, ST. LOUIS, MISSOURI            63101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (ZIP CODE)

                   THE MAY DEPARTMENT STORES COMPANY

                          PROFIT SHARING PLAN

                         (FULL TITLE OF PLAN)

                           -----------------

                       RICHARD A. BRICKSON, ESQ.
                         SECRETARY AND COUNSEL
                   THE MAY DEPARTMENT STORES COMPANY
                           611 OLIVE STREET
                       ST. LOUIS, MISSOURI 63101
                            (314) 342-6300
       (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                           -----------------

                                                  CALCULATION OF REGISTRATION FEE

==================================================================================================================================
PROPOSED MAXIMUM        PROPOSED MAXIMUM       AMOUNT OF
               TITLE OF SECURITIES                 AMOUNT TO BE        OFFERING PRICE        AGGREGATE OFFERING    REGISTRATION
                TO BE REGISTERED                    REGISTERED           PER SHARE*                PRICE*               FEE

- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock of The May
Department Stores Company,                           2,266,288
$.50 par value...................................     shares               $39.5625             $89,660,019.        $28,018.76

==================================================================================================================================
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to The May Department
Stores Company Profit Sharing Plan.

[FN]
  *The proposed maximum offering price and maximum aggregate offering
price are estimated for the sole purpose of calculating the amount of
the registration fee. The fee has been calculated in accordance with
Rule 457(h) under the Securities Act of 1933. Accordingly, the maximum
offering price per share is based on the average of the high and low
prices per share of the Issuer's Common Stock on the New York Stock
Exchange on January 5, 1994.

========================================================================
2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

(a) Annual Report on Form 10-K filed by The May Department Stores
    Company ("May") for the fiscal year ended January 30, 1993.

(b) Annual Report on Form 11-K filed by The May Department Stores
    Company Profit Sharing Plan ("Plan") for the Plan Year ended
    December 31, 1992.

(c) May's Quarterly Reports on Form 10-Q for the quarters ended May 1,
    1993, July 31, 1993 and October 30, 1993.

(d) May's Current Report on Form 8-K dated April 22, 1993.

All reports and other documents filed subsequent to the date of this
Registration Statement, pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 7 of the New York Business Corporation Law ("NYBCL") and a
provision of the Registrant's By-Laws provide for indemnification of
directors and officers under certain conditions including the
possibility of indemnification against liabilities under the Securities
Act of 1933 (the "Act"). In addition, the Registrant has entered into
indemnification agreements with each director and certain executive
officers of the Registrant. Each indemnification agreement provides,
among other things, (i) for indemnification to the fullest extent
permitted by law against all expenses, judgments, fines, penalties
incurred in connection with, and amounts paid in settlement of, any
claim against the indemnified party, provided it is determined pursuant
to the agreement that the indemnitee is entitled to be indemnified
under the applicable standard of conduct under the NYBCL; (ii) for
advancement of expenses to the indemnitee in connection with the
indemnitee's defense of any threatened or pending claim, provided that
if it is determined pursuant to the agreement that the indemnitee would
not be permitted to be indemnified under applicable law, the Registrant
shall be entitled to be reimbursed by the indemnitee for all such
amounts previously paid; (iii) for the creation of a trust for the
benefit of the indemnitee in the event of a potential change in control
of the Registrant which shall be funded from time to time at the
request of the indemnitee in an amount sufficient to satisfy the
Registrant's indemnification obligations under the agreement; and (iv)
that no legal action be brought and no cause of action be asserted by
or on behalf of the Registrant against the indemnitee after the
expiration of the earlier of the applicable statute of limitations or
two years from the date of accrual of such cause of action. Similar
indemnification agreements may be entered into from time to time with
additional officers of the Registrant.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                    II-1
3

ITEM 8. EXHIBITS.

The following Exhibits are filed as a part of this Registration
Statement:

 4.1   - Restated Certificate of Incorporation of the Registrant, as
         amended (incorporated herein by reference to Exhibit 3(a) to
         the Registrant's Annual Report on Form 10-K for the fiscal
         year ended January 30, 1993).

 4.2   - By-laws of the Registrant (incorporated herein by reference
         to Exhibit 3(b) to the Registrant's Annual Report on Form
         10-K for the fiscal year ended January 30, 1993).

 4.3   - Form of Rights Agreement, dated as of February 21, 1986,
         between the Registrant and Centerre Trust Company of St.
         Louis, as Rights Agent (incorporated herein by reference to
         Exhibit 1 to the Registrant's Current Report on Form 8-K
         dated March 3, 1986).

 4.4   - Form of Rights Agreement, as Amended and Restated May 2,
         1988, between the Registrant and Centerre Trust Company of
         St. Louis, as Rights Agent (incorporated herein by reference
         to Exhibit 4.3(a) to the Registrant's Post-Effective
         Amendment No. 3 to Form S-8 Registration Statement (file
         number 33-11073) dated September 30, 1988).

 4.5   - Form of Amendment to Rights Agreement (at Exhibit 4.4) dated
         May 11, 1993, between the Registrant and The Bank of New York
         as Rights Agent.

 5.1   - Internal Revenue Service Determination Letter dated February
         1, 1990 determining that The May Department Stores Company
         Profit Sharing Plan is qualified under Section 401(a) of the
         Internal Revenue Code (incorporated herein by reference to
         Exhibit 5.1 to the Registrant's Registration Statement on
         Form S-8 (file number 33-38104) dated December 10, 1990.

23     - Consent of Arthur Andersen & Co.

24     - Powers of Attorney.

ITEM 9. UNDERTAKINGS.

(1) The undersigned issuer hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus
is sent or given, a copy of the issuer's annual report to shareowners
for its latest fiscal year, unless such employee otherwise has received
a copy of such report, in which case the issuer shall state in the
prospectus that it will promptly furnish, without charge, a copy of
such report on the written request of the employee. If the latest
fiscal year of the issuer has ended within 120 days prior to the use of
the prospectus, the annual report of the issuer for the preceding
fiscal year may be so delivered, but within such 120 day period the
annual report for the latest fiscal year will be furnished to each such
employee.

(2) The undersigned issuer hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan, who do not
otherwise receive such material as stockholders of the issuer, at the
time and in the manner such material is sent to its shareowners, copies
of all reports, proxy statements and other communications distributed
to its shareowners generally.

(3) Where interests in a plan are registered herewith, the undersigned
issuer and plan hereby undertake to transmit or cause to be transmitted
promptly, without charge, to any participant in the plan who makes a
written request, a copy of the then latest annual report of the plan
filed pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Form 11-K). If such report is filed separately on Form 11-K, such form
shall be delivered upon written request. If such report is filed as a
part of the issuer's annual report on Form 10-K, that entire report
(excluding exhibits) shall be delivered upon written request. If such
report is filed as a part of the issuer's annual report to shareowners
delivered pursuant to paragraph (1) or (2) of this undertaking
additional delivery shall not be required.

(4) The undersigned issuer hereby undertakes: (i) that for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the issuer's annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (or, where applicable, each filing of the plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
                                    II-2
4
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; (ii) that all such
new registration statements will comply with the applicable forms,
rules and regulations of the Commission in effect at the time such
post-effective amendments or annual reports are filed; and (iii) to
remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination
of the plan.

(5) The undersigned issuer hereby undertakes to file, during any period
in which offers or sales are being made of the securities registered
hereby, a post-effective amendment to this registration statement:

  (i) to include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933;

  (ii) to reflect in the prospectus any facts or events arising after
  the effective date of this registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set
  forth in this registration statement; and

  (iii) to include any material information with respect to the plan of
  distribution not previously disclosed in this registration statement
  or any material change to such information in this registration
  statement;

provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the issuer pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be provided to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by the
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(7) Insofar as The May Department Stores Company Profit Sharing Plan
has been amended since receipt of the Determination Letter which is
incorporated by reference as Exhibit 5.1 of this Registration
Statement, the Registrant undertakes to submit the Plan as amended to
the Internal Revenue Service in a timely manner and to make such
changes, if any, required by the Internal Revenue Service in order to
maintain the qualification of the Plan.
                                    II-3
5

                              SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the issuer
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on a Form S-8, undertakes to comply with
the requirements of Part II of Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis and State of
Missouri, on the 7th day of January, 1994.

The May Department Stores Company

by                  *
   -------------------------------------
              Jerome T. Loeb,
   President and Chief Financial Officer

*By               RICHARD A. BRICKSON
   --------------------------------------------------- Attorney-in-fact
                   Richard A. Brickson

Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                            TITLE                            DATE
- ----------------------------------------------------------------------------------------------------- --------------------------

PRINCIPAL EXECUTIVE OFFICER:
*                                Director, Chairman of the Board and
- ----------------------------------------------------------------Chief Executive Officer
                        David C. Farrell

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

                               *                                Director, President and Chief
- ----------------------------------------------------------------Financial Officer
                         Jerome T. Loeb

                               *                                Director and Vice Chairman
- -----------------------------------------------------------------
                       Richard L. Battram

                               *                                Director and Deputy Chairman              January 7, 1994
- -----------------------------------------------------------------
                         Thomas A. Hays

                               *                                Director
- -----------------------------------------------------------------
                        Edward H. Meyer

                               *                                Director
- -----------------------------------------------------------------
                       Russell E. Palmer

                               *                                Director
- -----------------------------------------------------------------
                       Michael R. Quinlan

                               *                                Director
- -----------------------------------------------------------------
                       William P. Stiritz

                               *                                Director
- -----------------------------------------------------------------
                        Robert D. Storey

                                    II-4
6

                           SIGNATURE                                            TITLE                            DATE
- ----------------------------------------------------------------------------------------------------- --------------------------

                               *                                Director                                  January 7, 1994
- -----------------------------------------------------------------
                      Murray L. Weidenbaum

*By                        RICHARD A. BRICKSON
   -------------------------------------------------------------- Attorney-in-fact
                            Richard A. Brickson
Pursuant to the requirements of the Securities Act of 1933, The May
Department Stores Company Profit Sharing Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis and State of
Missouri, on the 7th day of January, 1994.

The May Department Stores Company Profit Sharing Plan

by         RICHARD A. BRICKSON
  --------------------------------------
       Richard A. Brickson, Member,
        Administrative Subcommittee

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
SIGNATURE                                            TITLE                            DATE
- ----------------------------------------------------------------------------------------------------- --------------------------
DONALD N. BAXTER                        Member, Administrative Subcommittee
- -----------------------------------------------------------------
                        Donald N. Baxter

                      RICHARD A. BRICKSON                       Member, Administrative Subcommittee        January 7, 1994
- -----------------------------------------------------------------
                      Richard A. Brickson

                         JAN R. KNIFFEN                         Member, Administrative Subcommittee
- -----------------------------------------------------------------
                         Jan R. Kniffen
II-5
7

                                                         INDEX TO EXHIBITS
EXHIBIT
 NUMBER                                                      EXHIBIT
 ------          -----------------------------------------------------------------------------------------------
4.1           -Restated Certificate of Incorporation of the Registrant, as amended (incorporated herein by
                  reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year
                  ended January 30, 1993).

   4.2           -By-laws of the Registrant (incorporated herein by reference to Exhibit 3(b) to the
                  Registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1993).

   4.3           -Form of Rights Agreement, dated as of February 21, 1986, between the Registrant and Centerre
                  Trust Company of St. Louis, as Rights Agent (incorporated herein by reference to Exhibit 1 to
                  the Registrant's Current Report on Form 8-K dated March 3, 1986).

   4.4           -Form of Rights Agreement, as Amended and Restated May 2, 1988, between the Registrant and
                  Centerre Trust Company of St. Louis, as Rights Agent (incorporated herein by reference to
                  Exhibit 4.3(a) to the Registrant's Post-Effective Amendment No. 3 to Form S-8 Registration
                  Statement (file number 33-11073) dated September 30, 1988).

   4.5           -Form of Amendment to Rights Agreement (at Exhibit 4.4) dated May 11, 1993, between the
                  Registrant and The Bank of New York as Rights Agent.

   5.1           -Internal Revenue Service Determination Letter dated February 1, 1990 determining that The May
                  Department Stores Company Profit Sharing Plan is qualified under Section 401(a) of the
                  Internal Revenue Code (incorporated herein by reference to Exhibit 5.1 to the Registrant's
                  Registration Statement on Form S-8 (file number 33-38104) dated December 10, 1990.

  23             -Consent of Arthur Andersen & Co.

  24             -Powers of Attorney.