<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY
15, 1996                   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 Registrant 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)
                                     
                     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              
             Amount          Proposed     Proposed   Amount of
Title of     Being           Maximum      Maximum    Registration
Securities   Registered(1)   Offering     Aggregate  Fee(3)
Being                        Price Per    Offering
Registered(1)                Unit(2)      Price(2)               
Common Stock
($.50 par    3,312,000       $44.3125  $146,763,000   $50,607.93
value)       shares                                              
(1)  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 employee
     benefit plan described herein.
(2)  Estimated pursuant to Rules 457(c) and (h) under the
     Securities Act of 1933 on the basis of the average of the high
     



                                     1

<PAGE>
     and low prices reported on the New York Stock Exchange on
     February 9, 1996. 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.
(3)  The registration fee has been established pursuant to Section
     6(b) of the Securities Act of 1933.














































                                     2

<PAGE>
Part I

The Section 10(a) prospectus relating to The May Department Stores
Company Profit Sharing Plan (the "Plan") is omitted from this
Registration Statement pursuant to the Note to the Instructions to
Part I of Form S-8.














































                                    I-1

<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)  Annual Report of Form 11-K filed by the Plan for the Plan
     year ended December 31, 1994.

(c)  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 Registrant's Annual Report
     referred to in (a) above, including Registrant's Quarterly
     Reports on Form 10-Q, if any.

(d)  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 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 





                                   II-1
<PAGE>
not be deemed, except as so modified and amended, to constitute
part of this Registration Statement.

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 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 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.






                                   II-2
<PAGE>
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)

(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)

(4)(c)       Form of Rights Agreement, dated as of August 19,
             1994, between Registrant and The Bank of New York,
             which includes as Exhibit A thereto, the Form of
             Rights Certificate (incorporated herein by
             reference to Exhibit 1 of the Registrant's Current
             Report on Form 8-K dated September 2, 1994)

(5)(a)       Internal Revenue Service Determination Letter dated
             December 16, 1994, determining that the Plan is
             qualified under Section 401(a) of the Internal
             Revenue Code

(5)(b)       Opinion re compliance of amended provisions of Plan
             with ERISA requirements pertaining to such
             provisions

(23)(a)      Consent of Arthur Andersen LLP

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

(24)         Powers of Attorney

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 and 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;




                                   II-3
<PAGE>
     (2) That, for the purpose of determining any 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) or Section 15(d) of the Securities Exchange Act of
1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 permitted 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 15th day of February, 1996.

                          THE MAY DEPARTMENT STORES COMPANY

                          By:    /s/ 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 below by the
following persons in the capacities and on the dates indicated:


Signature           Title                          Date

David C. Farrell*   Director, Chairman of the   February 15, 1996
David C. Farrell    Board and Chief Executive
 Officer (Principal
 Executive Officer)

Jerome T. Loeb*     Director, President and     February 15, 1996
Jerome T. Loeb      Chief Financial Officer 
                    (Principal Financial and
                    Accounting Officer)

Richard L. Battram* Director and Vice Chairman  February 15, 1996
Richard L. Battram

Thomas A. Hays*     Director and Deputy         February 15, 1996
Thomas A. Hays      Chairman

Edward H. Meyer*    Director                    February 15, 1996
Edward H. Meyer                                 

Russell E. Palmer*  Director                    February 15, 1996
Russell E. Palmer

Michael R. Quinlan* Director                    February 15, 1996
Michael R. Quinlan




                                   II-5
<PAGE>
William P. Stiritz* Director                    February 15, 1996
William P. Stiritz

Robert D. Storey*   Director                    February 15, 1996
Robert D. Storey

Murray L. Weidenbaum* Director                  February 15, 1996
Murray L. Weidenbaum


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


The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Administrative Subcommittee of 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 15th day of February 15, 1996.

The May Department Stores Company Profit Sharing Plan
 

     By:   /s/ 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

/s/Donald N. Baxter    Member, Administrative   February 15, 1996
Donald N. Baxter       Subcommittee             

/s/Richard A. Brickson Member, Administrative   February 15, 1996
Richard A. Brickson    Subcommittee             

/s/Jan R. Kniffen      Member, Administrative   February 15, 1996
Jan R. Kniffen         Subcommittee             








                                   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)

(4)(c)     Form of Rights Agreement, dated as of August 19,
           1994, between Registrant and The Bank of New York,
           which includes as Exhibit A thereto, the Form of
           Rights Certificate (incorporated herein by reference
           to Exhibit 1 of the Registrant's Current Report on
           Form 8-K dated September 2, 1994)

(5)(a)     Internal Revenue Service Determination Letter dated
           December 16, 1994, determining that The May
           Department Stores Company Profit Sharing Plan is
           qualified under Section 401(a) of the Internal
           Revenue Code

(5)(b)     Opinion re compliance of amended provisions of Plan
           with ERISA requirements pertaining to such provisions

(23)(a)    Consent of Arthur Andersen LLP

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

(24)       Powers of Attorney



















<PAGE>
                               EXHIBIT 5(a)

INTERNAL REVENUE SERVICE                            PAYMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX A-3617 DPN20-6
CHICAGO, IL 60690
                                 Employer Identification Number:
Date:                                 43-0398035
                                 File holder Number:
                                      430002397
THE MAY DEPARTMENT STORES        Person to Contact:
  COMPANY                             MELVIN WALDMAN
611 OLIVE STREET                 Contact Telephone Number:
ST. LOUIS, MO 63101                   (312) 886-9592
                                 Plan Name:
                                      PROFIT SHARING PLAN

                                 Plan Number:  003

Dear Applicant:

     We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanent records.

     Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section 1.401-
1(b)(3) of the Income Tax Regulations.)  We will review the
status of the plan in operation periodically.

     The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan. 
It also describes some events that automatically nullify it.  It
is very important that you read the publication.

     This letter relates only to the status of your plan under
the Internal Revenue Code.  It is not a determination regarding
the effect of other federal or local statutes.

     This determination is subject to your adoption of the
proposed amendments submitted in your letter dated November 23,
1994.  The proposed amendments should be adopted on or before the
date prescribed by the regulations under Code section 401(b).

     This determination letter is applicable for the amendment(s)
adopted on June 27, 1994.

     This plan has been mandatorily desegregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.
                                  5(a)-1
<PAGE>
     This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.

     This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and features
that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.

     This plan also satisfies the requirements of section
1.401(a)(4)-4(b) of the regulations with respect to the specific
benefits, rights, or features for which you have provided
information.

     This plan qualifies for Extended Reliance described in the
last paragraph of Publication 794 under the caption "Limitations
of a Favorable Determination Letter".

     The information on the enclosed addendum is an integral part
of this determination.  Please be sure to read and keep it with
this letter.

     We have sent a copy of this letter to your representative as
indicated in the power of attorney.

     If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                                 Sincerely yours,



                                 Marilyn W. Day
                                 District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
  for Employee Benefit Plans
Addendum








                                  5(a)-2
<PAGE>
     This determination letter expresses the opinion that the
plan meets the requirements of Internal Revenue Code Section
4975(e)(7) regarding Employee Stock Ownership Plans.

     This determination letter is applicable for the amendments
adopted on May 15, 1990, July 9, 1991, January 1, 1993, September
30, 1993, April 30, 1994 and September 1, 1994.













































                                  5(a)-3

<PAGE>
                               EXHIBIT 5(b)

                                 February 8, 1996



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




     RE:  THE MAY DEPARTMENT STORES COMPANY PROFIT SHARING 
          PLAN, AS AMENDED THROUGH DECEMBER 31, 1994, AND ON
          JANUARY 1, 1995 AND AUGUST 29, 1995


Ladies and Gentlemen:

     We have acted as counsel to The May Department Stores
Company, a New York corporation (the "Company"), in connection
with its January 1, 1995 and August 29, 1995 amendments (the
"Amendments") to The May Department Stores Company Profit Sharing
Plan (the "Plan").  In connection with the Form S-8 Registration
Statement (the "Registration Statement"), being filed on or about
February 16, 1996 by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations thereunder (the
"Rules"), the Company has requested us to furnish our opinion as
to whether the Plan, as amended, complies with the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

     In connection with this opinion, we have examined and relied
upon originals or copies, certified or otherwise identified to
our satisfaction, of such documents as we have deemed necessary
or appropriate as a basis for the opinion set forth herein,
including (i) the Plan, as in effect prior to the Amendments,
(ii) the December 16, 1994 determination letter from the Internal
Revenue Service to the effect that the Plan constitutes a
qualified plan under section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), that the employee stock
ownership plan component thereof constitutes an "employee stock
ownership plan" within the meaning of section 4975(e)(7) of the
Code, and (iii) the Amendments in the form adopted.  In our
examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all 




                                  5(b)-1
<PAGE>
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified,
conformed or photostatic copies, and the authenticity of the
originals of such copies.  As to any facts material to the
opinions expressed herein which were not independently
established or verified, we have relied upon statements and
representations of officers and other representatives of the
Company and others.  In addition, we have made such other
examination of law and facts as we considered necessary in order
to form a basis for the opinions hereinafter expressed.

     We are admitted to the bar of the States of New York and
California and we express no opinion as to the laws of any other
jurisdiction other than, to the extent specifically referred to
herein, the federal laws of the United States of America.

     Based upon the foregoing, it is our opinion that the
provisions of the Amendments are in compliance in all material
respects with the applicable requirements of ERISA.

     We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.  In giving this consent we do not
thereby admit that we come within the category of persons whose
consent is required by the Act and the Rules.

                                 Very truly yours,



                                 Skadden, Arps, Slate, Meagher
                                   & Flom





















                                  5(b)-2
<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 our report dated April
17, 1995, included in The May Department Stores Company Profit
Sharing Plan Form 11-K for the year ended December 31, 1994, and
to all references to our firm included in this registration
statement.


     
ARTHUR ANDERSEN LLP

1010 Market Street
St. Louis, Missouri 63101-2089
February 14, 1996































<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 Profit Sharing 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 13th day of February, 1996.



                                     /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 Profit Sharing 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 12th day of February, 1996.



                           /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 Profit Sharing 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 12th day of February, 1996.



                                    /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 Profit Sharing 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 12th day of February, 1996.



                                   /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 Profit Sharing 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 12th day of February, 1996.



                                    /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 Profit Sharing 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 8th day of February, 1996.



                                    /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 Profit Sharing 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 9th day of February, 1996.



                                    /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 Profit Sharing 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 12th day of February, 1996.



                                    /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 Profit Sharing 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 9th day of February, 1996.



                                    /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 Profit Sharing 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 8th day of February, 1996.



                                    /s/ Murray L. Weidenbaum    
                                 Murray L. Weidenbaum
[{"type": "S-8", "sequence": "1", "description": "THE MAY DEPARTMENT STORES CO. FORM S-8 2/15/96", "secsgml_size_bytes": 39304}]
{"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": "333-00957", "film-number": "96521198"}, "business-address": {"street1": "611 OLIVE ST", "city": "ST LOUIS", "state": "MO", "zip": "63101", "phone": "3143426300"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY
15, 1996                   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 Registrant 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)
                                     
                     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              
             Amount          Proposed     Proposed   Amount of
Title of     Being           Maximum      Maximum    Registration
Securities   Registered(1)   Offering     Aggregate  Fee(3)
Being                        Price Per    Offering
Registered(1)                Unit(2)      Price(2)               
Common Stock
($.50 par    3,312,000       $44.3125  $146,763,000   $50,607.93
value)       shares                                              
(1)  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 employee
     benefit plan described herein.
(2)  Estimated pursuant to Rules 457(c) and (h) under the
     Securities Act of 1933 on the basis of the average of the high
     

                                     1
and low prices reported on the New York Stock Exchange on
     February 9, 1996. 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.
(3)  The registration fee has been established pursuant to Section
     6(b) of the Securities Act of 1933.

                                     2
Part I

The Section 10(a) prospectus relating to The May Department Stores
Company Profit Sharing Plan (the "Plan") is omitted from this
Registration Statement pursuant to the Note to the Instructions to
Part I of Form S-8.

                                    I-1
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)  Annual Report of Form 11-K filed by the Plan for the Plan
     year ended December 31, 1994.

(c)  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 Registrant's Annual Report
     referred to in (a) above, including Registrant's Quarterly
     Reports on Form 10-Q, if any.

(d)  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 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 

                                   II-1
not be deemed, except as so modified and amended, to constitute
part of this Registration Statement.

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 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 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.

                                   II-2
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)

(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)

(4)(c)       Form of Rights Agreement, dated as of August 19,
             1994, between Registrant and The Bank of New York,
             which includes as Exhibit A thereto, the Form of
             Rights Certificate (incorporated herein by
             reference to Exhibit 1 of the Registrant's Current
             Report on Form 8-K dated September 2, 1994)

(5)(a)       Internal Revenue Service Determination Letter dated
             December 16, 1994, determining that the Plan is
             qualified under Section 401(a) of the Internal
             Revenue Code

(5)(b)       Opinion re compliance of amended provisions of Plan
             with ERISA requirements pertaining to such
             provisions

(23)(a)      Consent of Arthur Andersen LLP

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

(24)         Powers of Attorney

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 and 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;

                                   II-3
(2) That, for the purpose of determining any 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) or Section 15(d) of the Securities Exchange Act of
1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 permitted 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 15th day of February, 1996.

                          THE MAY DEPARTMENT STORES COMPANY

                          By:    /s/ 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 below by the
following persons in the capacities and on the dates indicated:

Signature           Title                          Date

David C. Farrell*   Director, Chairman of the   February 15, 1996
David C. Farrell    Board and Chief Executive
 Officer (Principal
 Executive Officer)

Jerome T. Loeb*     Director, President and     February 15, 1996
Jerome T. Loeb      Chief Financial Officer 
                    (Principal Financial and
                    Accounting Officer)

Richard L. Battram* Director and Vice Chairman  February 15, 1996
Richard L. Battram

Thomas A. Hays*     Director and Deputy         February 15, 1996
Thomas A. Hays      Chairman

Edward H. Meyer*    Director                    February 15, 1996
Edward H. Meyer                                 

Russell E. Palmer*  Director                    February 15, 1996
Russell E. Palmer

Michael R. Quinlan* Director                    February 15, 1996
Michael R. Quinlan

                                   II-5
William P. Stiritz* Director                    February 15, 1996
William P. Stiritz

Robert D. Storey*   Director                    February 15, 1996
Robert D. Storey

Murray L. Weidenbaum* Director                  February 15, 1996
Murray L. Weidenbaum

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

The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Administrative Subcommittee of 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 15th day of February 15, 1996.

The May Department Stores Company Profit Sharing Plan
 

     By:   /s/ 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

/s/Donald N. Baxter    Member, Administrative   February 15, 1996
Donald N. Baxter       Subcommittee             

/s/Richard A. Brickson Member, Administrative   February 15, 1996
Richard A. Brickson    Subcommittee             

/s/Jan R. Kniffen      Member, Administrative   February 15, 1996
Jan R. Kniffen         Subcommittee             

                                   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)

(4)(c)     Form of Rights Agreement, dated as of August 19,
           1994, between Registrant and The Bank of New York,
           which includes as Exhibit A thereto, the Form of
           Rights Certificate (incorporated herein by reference
           to Exhibit 1 of the Registrant's Current Report on
           Form 8-K dated September 2, 1994)

(5)(a)     Internal Revenue Service Determination Letter dated
           December 16, 1994, determining that The May
           Department Stores Company Profit Sharing Plan is
           qualified under Section 401(a) of the Internal
           Revenue Code

(5)(b)     Opinion re compliance of amended provisions of Plan
           with ERISA requirements pertaining to such provisions

(23)(a)    Consent of Arthur Andersen LLP

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

(24)       Powers of Attorney
EXHIBIT 5(a)

INTERNAL REVENUE SERVICE                            PAYMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX A-3617 DPN20-6
CHICAGO, IL 60690
                                 Employer Identification Number:
Date:                                 43-0398035
                                 File holder Number:
                                      430002397
THE MAY DEPARTMENT STORES        Person to Contact:
  COMPANY                             MELVIN WALDMAN
611 OLIVE STREET                 Contact Telephone Number:
ST. LOUIS, MO 63101                   (312) 886-9592
                                 Plan Name:
                                      PROFIT SHARING PLAN

                                 Plan Number:  003

Dear Applicant:

     We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanent records.

     Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section 1.401-
1(b)(3) of the Income Tax Regulations.)  We will review the
status of the plan in operation periodically.

     The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan. 
It also describes some events that automatically nullify it.  It
is very important that you read the publication.

     This letter relates only to the status of your plan under
the Internal Revenue Code.  It is not a determination regarding
the effect of other federal or local statutes.

     This determination is subject to your adoption of the
proposed amendments submitted in your letter dated November 23,
1994.  The proposed amendments should be adopted on or before the
date prescribed by the regulations under Code section 401(b).

     This determination letter is applicable for the amendment(s)
adopted on June 27, 1994.

     This plan has been mandatorily desegregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.
                                  5(a)-1
This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.

     This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and features
that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.

     This plan also satisfies the requirements of section
1.401(a)(4)-4(b) of the regulations with respect to the specific
benefits, rights, or features for which you have provided
information.

     This plan qualifies for Extended Reliance described in the
last paragraph of Publication 794 under the caption "Limitations
of a Favorable Determination Letter".

     The information on the enclosed addendum is an integral part
of this determination.  Please be sure to read and keep it with
this letter.

     We have sent a copy of this letter to your representative as
indicated in the power of attorney.

     If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                                 Sincerely yours,

                                 Marilyn W. Day
                                 District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
  for Employee Benefit Plans
Addendum

                                  5(a)-2
This determination letter expresses the opinion that the
plan meets the requirements of Internal Revenue Code Section
4975(e)(7) regarding Employee Stock Ownership Plans.

     This determination letter is applicable for the amendments
adopted on May 15, 1990, July 9, 1991, January 1, 1993, September
30, 1993, April 30, 1994 and September 1, 1994.

                                  5(a)-3
EXHIBIT 5(b)

                                 February 8, 1996

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

     RE:  THE MAY DEPARTMENT STORES COMPANY PROFIT SHARING 
          PLAN, AS AMENDED THROUGH DECEMBER 31, 1994, AND ON
          JANUARY 1, 1995 AND AUGUST 29, 1995

Ladies and Gentlemen:

     We have acted as counsel to The May Department Stores
Company, a New York corporation (the "Company"), in connection
with its January 1, 1995 and August 29, 1995 amendments (the
"Amendments") to The May Department Stores Company Profit Sharing
Plan (the "Plan").  In connection with the Form S-8 Registration
Statement (the "Registration Statement"), being filed on or about
February 16, 1996 by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations thereunder (the
"Rules"), the Company has requested us to furnish our opinion as
to whether the Plan, as amended, complies with the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

     In connection with this opinion, we have examined and relied
upon originals or copies, certified or otherwise identified to
our satisfaction, of such documents as we have deemed necessary
or appropriate as a basis for the opinion set forth herein,
including (i) the Plan, as in effect prior to the Amendments,
(ii) the December 16, 1994 determination letter from the Internal
Revenue Service to the effect that the Plan constitutes a
qualified plan under section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), that the employee stock
ownership plan component thereof constitutes an "employee stock
ownership plan" within the meaning of section 4975(e)(7) of the
Code, and (iii) the Amendments in the form adopted.  In our
examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all 

                                  5(b)-1
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified,
conformed or photostatic copies, and the authenticity of the
originals of such copies.  As to any facts material to the
opinions expressed herein which were not independently
established or verified, we have relied upon statements and
representations of officers and other representatives of the
Company and others.  In addition, we have made such other
examination of law and facts as we considered necessary in order
to form a basis for the opinions hereinafter expressed.

     We are admitted to the bar of the States of New York and
California and we express no opinion as to the laws of any other
jurisdiction other than, to the extent specifically referred to
herein, the federal laws of the United States of America.

     Based upon the foregoing, it is our opinion that the
provisions of the Amendments are in compliance in all material
respects with the applicable requirements of ERISA.

     We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.  In giving this consent we do not
thereby admit that we come within the category of persons whose
consent is required by the Act and the Rules.

                                 Very truly yours,

                                 Skadden, Arps, Slate, Meagher
                                   & Flom

                                  5(b)-2
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 our report dated April
17, 1995, included in The May Department Stores Company Profit
Sharing Plan Form 11-K for the year ended December 31, 1994, and
to all references to our firm included in this registration
statement.

     
ARTHUR ANDERSEN LLP

1010 Market Street
St. Louis, Missouri 63101-2089
February 14, 1996
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 Profit Sharing 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 13th day of February, 1996.

                                     /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 Profit Sharing 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 12th day of February, 1996.

                           /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 Profit Sharing 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 12th day of February, 1996.

                                    /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 Profit Sharing 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 12th day of February, 1996.

                                   /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 Profit Sharing 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 12th day of February, 1996.

                                    /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 Profit Sharing 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 8th day of February, 1996.

                                    /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 Profit Sharing 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 9th day of February, 1996.

                                    /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 Profit Sharing 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 12th day of February, 1996.

                                    /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 Profit Sharing 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 9th day of February, 1996.

                                    /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 Profit Sharing 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 8th day of February, 1996.

                                    /s/ Murray L. Weidenbaum    
                                 Murray L. Weidenbaum