<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1,
1995                        Registration Statement No. 33-_______
                                                                 
               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             63101-1799
(Address of Principal Executive Offices)          (Zip Code)
                    1994 STOCK INCENTIVE PLAN
                               OF
                THE MAY DEPARTMENT STORES COMPANY
                      (Full Title of Plan)

                    RICHARD A. BRICKSON, Esq.
                      Secretary and Counsel
                THE MAY DEPARTMENT STORES COMPANY
                     Sixth and Olive Streets
                    St. Louis, Missouri 63101
                         (314) 342-6300
    (Name, Address and Telephone Number of Agent for Service)

                    CALCULATION OF REGISTRATION FEE              
             Amount          Proposed     Proposed   Amount of
Title of     Being           Maximum      Maximum    Registration
Securities   Registered(1)   Offering     Aggregate  Fee(2)
Being                        Price Per    Offering
Registered(1)                Unit(2)      Price(2)               
Common Stock
($.50 par    15,000,000      $35.44    $531,600,000   $183,311.63
value)       shares                                              
(1)  Pursuant to Rule 416(c) under this Securities Act of 1933,
     this registration statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.
(2)  In accordance with Rule 457(n)(1), the proposed maximum
     aggregate offering price is based on the average of the high
     and low prices reported on the New York Stock Exchange on
     April 26, 1995. The price is an estimate used solely for the
     purpose of computing the filing fee and is not a
     representation of the actual offering price.

<PAGE>
Part I

The Section 10(a) prospectus relating to the Plan is omitted from
this Registration Statement pursuant to the Note to Part I of
Form S-8.

















































<PAGE>
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)  Registrant's Annual Report on Form 10-K filed for
     the fiscal year ended January 28, 1995.

(b)  All other reports filed pursuant to Section 13 or
     15(d) of the Securities Exchange Act of 1934, as
     amended, since the end of the fiscal year covered
     by the Annual Report referred to above, including
     Registrant's Quarterly Reports on Form 10-Q, if
     any.

(c)  The description of the Registrant's shares of common stock
     contained in the Registrant's registration statement
     (Registration No. 33-8430) on Form S-4 dated September 2,
     1986 filed by Registrant pursuant to Section 12 of the
     Securities Exchange Act of 1934, as amended, and
     Registrant's Restated Certificate of Incorporation
     (incorporated herein by reference to Exhibit 3(a) of
     Registrant's Annual Report on Form 10-K for the year ended
     January 29, 1994, including any amendment or report filed
     for the purpose of updating such description).

     In addition, all documents subsequently filed by the
Registrant 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 have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified
or superseded shall not be deemed, except as so modified and
amended, to constitute part of this Registration Statement.

Item 4. Description of Securities.
Not applicable.


                              II-1

<PAGE>
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 the
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 the 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
after 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.  In addition, the
Registrant has a directors and officers liability insurance
policy.

Item 7. Exemption from Registration Claimed.
Not applicable.

Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:

(4)(a)       Restated Certificate of Incorporation of the
             Registrant, (incorporated herein by reference to
             Exhibit 3(a) of the Registrant's Annual Report on
             Form 10-K for the Fiscal Year ended January 29,
             1994)

                              II-2

<PAGE>
(4)(b)       By-laws of the Registrant (incorporated herein by
             reference to Exhibit 3(b) of the Registrant's
             Annual Report on Form 10-K for the fiscal year
             ended January 28, 1995)

(5)          Opinion re Legality

(23)(a)      Consent of Arthur Andersen LLP

(23)(b)      Consent of Counsel (included in the opinion  filed
             as Exhibit 5 to this Registration Statement)

(24)         Powers of Attorney

(99)         The 1994 Stock Incentive Plan of The May Department
             Stores Company (incorporated herein by reference to
             Appendix A of the Registrant's Proxy Statement
             dated April 18, 1994, for its annual meeting of
             shareowners held on May 20, 1994).

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are
     being made, 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 the 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 (a)(1)(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 Registrant pursuant to Section 13 or 


                              II-3

<PAGE>
     Section 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference in this Registration
     Statement.(2) That, for the purpose of determining liability
     under the Securities Act of 1933, each post-effective
     amendment 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.

     (3) 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 offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) of Section 15(d) of the Securities Exchange Act of
1934 that is 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.

(c) 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 (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 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.











                              II-4

<PAGE>
                           SIGNATURES 


The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on 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, State of
Missouri, on the 1st day of May, 1995.

                          THE MAY DEPARTMENT STORES COMPANY

                          By:    Richard A. Brickson        
                              Name: Richard A. Brickson
                              Title: Secretary and Senior Counsel


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


Signature             Title                          Date    

David C. Farrell*     Director, Chairman of the      May 1, 1995
David C. Farrell      Board and Chief Executive Officer
                      (Principal Executive Officer)

Jerome T. Loeb*       Director, President and Chief  May 1, 1995
Jerome T. Loeb        Financial Officer (Principal
                      Financial and Accounting Officer)

Richard L. Battram*   Director and Vice Chairman     May 1, 1995
Richard L. Battram

Thomas A. Hays*       Director and Deputy Chairman   May 1, 1995
Thomas A. Hays

Edward H. Meyer*      Director                       May 1, 1995
Edward H. Meyer                                      

Russell E. Palmer*    Director                       May 1, 1995
Russell E. Palmer

Michael R. Quinlan*   Director                       May 1, 1995
Michael R. Quinlan

William P. Stiritz*   Director                       May 1, 1995
William P. Stiritz


                              II-5

<PAGE>
Robert D. Storey*     Director                       May 1, 1995
Robert D. Storey

Murray L. Weidenbaum* Director                       May 1, 1995
Murray L. Weidenbaum


*    By:    /s/ Richard A. Brickson   
     Richard A. Brickson
     Attorney-in-Fact










































                              II-6
<PAGE>
EXHIBIT INDEX

(4)(a)     Restated Certificate of Incorporation of the
           Registrant, (incorporated herein by reference to
           Exhibit 3(a) of the Registrant's Annual Report on
           Form 10-K for the Fiscal Year ended January 29, 1994)

(4)(b)     By-laws of the Registrant (incorporated herein by
           reference to Exhibit 3(b) of the Registrant's Annual
           Report on Form 10-K for the fiscal year ended January
           28, 1995)

(5)        Opinion re Legality

(23)(a)    Consent of Arthur Andersen LLP

(23)(b)    Consent of Counsel (included in the opinion  filed as
           Exhibit 5 to this Registration Statement)

(24)       Powers of Attorney

(99)       The 1994 Stock Incentive Plan of The May Department
           Stores Company (incorporated herein by reference to
           Appendix A of the Registrant's Proxy Statement dated
           April 18, 1994, for its annual meeting of shareowners
           held on May 20, 1994).




























<PAGE>
                            EXHIBIT 5

May
The May Department Stores Company
Office of Legal Counsel


Richard A. Brickson
Senior Counsel and Secretary

                                  May 1, 1995


The Board of Directors
The May Department Stores Company
611 Olive Street
St. Louis, MO   63101

Ladies and Gentlemen:

     I have acted as counsel for The May Department Stores
Company ("May") in connection with the registration by May under
the Securities Act of 1933 (the "Act") of 15,000,000 (subject to
adjustment as provided therein) shares of common stock, par value
$.50 per share, of May ("Common Stock") issuable under May's 1994
Stock Incentive Plan (the "Plan") under a registration statement
on Form S-8 (the "Registration Statement") filed today with the
Securities and Exchange Commission.

     On the basis of such investigation as I deemed necessary, I
am of the opinion that when the shares of Common Stock have been
registered under the Act, and when May has received the
consideration to be received for said shares in accordance with
the provisions of the Plan and said shares have been issued by
May as provided under the Plan, said shares of Common Stock will
be duly authorized, validly issued and outstanding, fully paid 
and non-assessable, with no personal liability attaching to the
ownership thereof.

     I consent to the filing of this opinion as an exhibit to
the Registration Statement.  In giving this consent, I do not
thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission thereunder.

                                  Very truly yours,



                                  Richard A. Brickson
                                  Senior Counsel and Secretary



<PAGE>
                         EXHIBIT 23 (A)

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated February 20, 1995, incorporated by
reference in The May Department Stores Company's Form 10-K for
the year ended January 28, 1995 and to all references to our Firm
included in this Registration Statement.


     

                                             ARTHUR ANDERSEN LLP

1010 Market Street
St. Louis, Missouri 63101-2089
May 1, 1995



































<PAGE>
                           EXHIBIT 24

                        POWER OF ATTORNEY
 



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                              /s/ Richard L. Battram     
                                  Richard L. Battram






















<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.




                       /s/  David C. Farrell             
                            David C. Farrell























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                              /s/ Thomas A. Hays          
                                  Thomas A. Hays
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                             /s/  Jerome T. Loeb          
                                  Jerome T. Loeb
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                               /s/ Edward H. Meyer         
                                   Edward H. Meyer
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                              /s/ Russell E. Palmer      
                                  Russell E. Palmer
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                              /s/ Michael R. Quinlan      
                                  Michael R. Quinlan
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                              /s/ William P. Stiritz      
                                  William P. Stiritz
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                              /s/ Robert D. Storey        
                                  Robert D. Storey
























<PAGE>
                        POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.



                              /s/ Murray L. Weidenbaum    
                                  Murray L. Weidenbaum
[{"type": "S-8", "sequence": "1", "description": "THE MAY DEPARTMENT STORES CO. FORM S-8", "secsgml_size_bytes": 31247}]
{"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": "033-58985", "film-number": "95533598"}, "business-address": {"street1": "611 OLIVE ST", "city": "ST LOUIS", "state": "MO", "zip": "63101", "phone": "3143426300"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1,
1995                        Registration Statement No. 33-_______
                                                                 
               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             63101-1799
(Address of Principal Executive Offices)          (Zip Code)
                    1994 STOCK INCENTIVE PLAN
                               OF
                THE MAY DEPARTMENT STORES COMPANY
                      (Full Title of Plan)

                    RICHARD A. BRICKSON, Esq.
                      Secretary and Counsel
                THE MAY DEPARTMENT STORES COMPANY
                     Sixth and Olive Streets
                    St. Louis, Missouri 63101
                         (314) 342-6300
    (Name, Address and Telephone Number of Agent for Service)

                    CALCULATION OF REGISTRATION FEE              
             Amount          Proposed     Proposed   Amount of
Title of     Being           Maximum      Maximum    Registration
Securities   Registered(1)   Offering     Aggregate  Fee(2)
Being                        Price Per    Offering
Registered(1)                Unit(2)      Price(2)               
Common Stock
($.50 par    15,000,000      $35.44    $531,600,000   $183,311.63
value)       shares                                              
(1)  Pursuant to Rule 416(c) under this Securities Act of 1933,
     this registration statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.
(2)  In accordance with Rule 457(n)(1), the proposed maximum
     aggregate offering price is based on the average of the high
     and low prices reported on the New York Stock Exchange on
     April 26, 1995. The price is an estimate used solely for the
     purpose of computing the filing fee and is not a
     representation of the actual offering price.
Part I

The Section 10(a) prospectus relating to the Plan is omitted from
this Registration Statement pursuant to the Note to Part I of
Form S-8.
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)  Registrant's Annual Report on Form 10-K filed for
     the fiscal year ended January 28, 1995.

(b)  All other reports filed pursuant to Section 13 or
     15(d) of the Securities Exchange Act of 1934, as
     amended, since the end of the fiscal year covered
     by the Annual Report referred to above, including
     Registrant's Quarterly Reports on Form 10-Q, if
     any.

(c)  The description of the Registrant's shares of common stock
     contained in the Registrant's registration statement
     (Registration No. 33-8430) on Form S-4 dated September 2,
     1986 filed by Registrant pursuant to Section 12 of the
     Securities Exchange Act of 1934, as amended, and
     Registrant's Restated Certificate of Incorporation
     (incorporated herein by reference to Exhibit 3(a) of
     Registrant's Annual Report on Form 10-K for the year ended
     January 29, 1994, including any amendment or report filed
     for the purpose of updating such description).

     In addition, all documents subsequently filed by the
Registrant 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 have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified
or superseded shall not be deemed, except as so modified and
amended, to constitute part of this Registration Statement.

Item 4. Description of Securities.
Not applicable.

                              II-1
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 the
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 the 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
after 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.  In addition, the
Registrant has a directors and officers liability insurance
policy.

Item 7. Exemption from Registration Claimed.
Not applicable.

Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:

(4)(a)       Restated Certificate of Incorporation of the
             Registrant, (incorporated herein by reference to
             Exhibit 3(a) of the Registrant's Annual Report on
             Form 10-K for the Fiscal Year ended January 29,
             1994)

                              II-2
(4)(b)       By-laws of the Registrant (incorporated herein by
             reference to Exhibit 3(b) of the Registrant's
             Annual Report on Form 10-K for the fiscal year
             ended January 28, 1995)

(5)          Opinion re Legality

(23)(a)      Consent of Arthur Andersen LLP

(23)(b)      Consent of Counsel (included in the opinion  filed
             as Exhibit 5 to this Registration Statement)

(24)         Powers of Attorney

(99)         The 1994 Stock Incentive Plan of The May Department
             Stores Company (incorporated herein by reference to
             Appendix A of the Registrant's Proxy Statement
             dated April 18, 1994, for its annual meeting of
             shareowners held on May 20, 1994).

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are
     being made, 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 the 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 (a)(1)(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 Registrant pursuant to Section 13 or 

                              II-3
Section 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference in this Registration
     Statement.(2) That, for the purpose of determining liability
     under the Securities Act of 1933, each post-effective
     amendment 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.

     (3) 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 offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) of Section 15(d) of the Securities Exchange Act of
1934 that is 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.

(c) 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 (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 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.

                              II-4
SIGNATURES 

The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on 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, State of
Missouri, on the 1st day of May, 1995.

                          THE MAY DEPARTMENT STORES COMPANY

                          By:    Richard A. Brickson        
                              Name: Richard A. Brickson
                              Title: Secretary and Senior Counsel

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

Signature             Title                          Date    

David C. Farrell*     Director, Chairman of the      May 1, 1995
David C. Farrell      Board and Chief Executive Officer
                      (Principal Executive Officer)

Jerome T. Loeb*       Director, President and Chief  May 1, 1995
Jerome T. Loeb        Financial Officer (Principal
                      Financial and Accounting Officer)

Richard L. Battram*   Director and Vice Chairman     May 1, 1995
Richard L. Battram

Thomas A. Hays*       Director and Deputy Chairman   May 1, 1995
Thomas A. Hays

Edward H. Meyer*      Director                       May 1, 1995
Edward H. Meyer                                      

Russell E. Palmer*    Director                       May 1, 1995
Russell E. Palmer

Michael R. Quinlan*   Director                       May 1, 1995
Michael R. Quinlan

William P. Stiritz*   Director                       May 1, 1995
William P. Stiritz

                              II-5
Robert D. Storey*     Director                       May 1, 1995
Robert D. Storey

Murray L. Weidenbaum* Director                       May 1, 1995
Murray L. Weidenbaum

*    By:    /s/ Richard A. Brickson   
     Richard A. Brickson
     Attorney-in-Fact

                              II-6
EXHIBIT INDEX

(4)(a)     Restated Certificate of Incorporation of the
           Registrant, (incorporated herein by reference to
           Exhibit 3(a) of the Registrant's Annual Report on
           Form 10-K for the Fiscal Year ended January 29, 1994)

(4)(b)     By-laws of the Registrant (incorporated herein by
           reference to Exhibit 3(b) of the Registrant's Annual
           Report on Form 10-K for the fiscal year ended January
           28, 1995)

(5)        Opinion re Legality

(23)(a)    Consent of Arthur Andersen LLP

(23)(b)    Consent of Counsel (included in the opinion  filed as
           Exhibit 5 to this Registration Statement)

(24)       Powers of Attorney

(99)       The 1994 Stock Incentive Plan of The May Department
           Stores Company (incorporated herein by reference to
           Appendix A of the Registrant's Proxy Statement dated
           April 18, 1994, for its annual meeting of shareowners
           held on May 20, 1994).
EXHIBIT 5

May
The May Department Stores Company
Office of Legal Counsel

Richard A. Brickson
Senior Counsel and Secretary

                                  May 1, 1995

The Board of Directors
The May Department Stores Company
611 Olive Street
St. Louis, MO   63101

Ladies and Gentlemen:

     I have acted as counsel for The May Department Stores
Company ("May") in connection with the registration by May under
the Securities Act of 1933 (the "Act") of 15,000,000 (subject to
adjustment as provided therein) shares of common stock, par value
$.50 per share, of May ("Common Stock") issuable under May's 1994
Stock Incentive Plan (the "Plan") under a registration statement
on Form S-8 (the "Registration Statement") filed today with the
Securities and Exchange Commission.

     On the basis of such investigation as I deemed necessary, I
am of the opinion that when the shares of Common Stock have been
registered under the Act, and when May has received the
consideration to be received for said shares in accordance with
the provisions of the Plan and said shares have been issued by
May as provided under the Plan, said shares of Common Stock will
be duly authorized, validly issued and outstanding, fully paid 
and non-assessable, with no personal liability attaching to the
ownership thereof.

     I consent to the filing of this opinion as an exhibit to
the Registration Statement.  In giving this consent, I do not
thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission thereunder.

                                  Very truly yours,

                                  Richard A. Brickson
                                  Senior Counsel and Secretary
EXHIBIT 23 (A)

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated February 20, 1995, incorporated by
reference in The May Department Stores Company's Form 10-K for
the year ended January 28, 1995 and to all references to our Firm
included in this Registration Statement.

     

                                             ARTHUR ANDERSEN LLP

1010 Market Street
St. Louis, Missouri 63101-2089
May 1, 1995
EXHIBIT 24

                        POWER OF ATTORNEY
 

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                              /s/ Richard L. Battram     
                                  Richard L. Battram
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                       /s/  David C. Farrell             
                            David C. Farrell
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                              /s/ Thomas A. Hays          
                                  Thomas A. Hays
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                             /s/  Jerome T. Loeb          
                                  Jerome T. Loeb
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                               /s/ Edward H. Meyer         
                                   Edward H. Meyer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                              /s/ Russell E. Palmer      
                                  Russell E. Palmer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                              /s/ Michael R. Quinlan      
                                  Michael R. Quinlan
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                              /s/ William P. Stiritz      
                                  William P. Stiritz
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                              /s/ Robert D. Storey        
                                  Robert D. Storey
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.

     Dated this 25th day of April, 1995.

                              /s/ Murray L. Weidenbaum    
                                  Murray L. Weidenbaum