<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13,
1999
                Registration Statement No. 333-_______

                   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)

Delaware                                            43-1742586
(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 63101-1799
                             (314) 342-6300
                         ______________________

        (Name, Address and Telephone Number of Agent for Service)

                     CALCULATION OF REGISTRATION FEE
_________________________________________________________________

Title of                  Proposed   Proposed                     
Securities   Amount       Maximum    Maximum                      
To Be        To Be        Offering   Aggregate        Amount of              
Registered   Registered   Price Per  Offering         Registration  
   (1)       (1)          Unit (2)   Price (2)        Fee (3)
_________________________________________________________________

Common Stock
($.50 par    4,000,000           
value)       shares       $39.15625  $156,625,000.00  $43,541.75
_________________________________________________________________
<PAGE>

(1)                 Pursuant to Rule 416(c) under the Securities Act,
                    this registration statement also covers an
                    indeterminate amount of interests to be offered or
                    sold pursuant to the employee benefit plan described
                    in this registration statement.

(2)                 Under Rules 457(c) and (h), the registration fee was
                    based on the average of the high and low sale price
                    of the common stock on April 9, 1999 on the New York
                    Stock Exchange.

(3)                 Established pursuant to Section 6(b) of the
                    Securities Act.

<PAGE>

Part I

May has omitted the information required by Part I of Form S-8
relating to the May Profit Sharing Plan in accordance with the
Note 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.
May incorporates by reference the following SEC filings in this
registration statement:

(a)          May's Annual Report on Form 10-K filed for the fiscal
             year ended January 31, 1998.

(b)          Annual Report of Form 11-K filed by the May Profit
             Sharing Plan for the plan year ended December 31,
             1997.

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

(d)          The description of May's shares of common stock
             contained in May's registration statement
             (Registration No. 333-05227) on Form 8-B dated May
             21, 1996, filed by May pursuant to Section 12 of the
             Exchange Act and May's Amended and Restated
             Certificate of Incorporation (incorporated herein by
             reference to Exhibit 4(a) of Post-Effective Amendment
             No. 1 to Form S-8, filed May 29, 1996), including any
             amendment or report filed for the purpose of updating
             such description.

             In addition, all documents filed by registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act 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 here or in a document all or
a portion of which is incorporated or deemed to be incorporated
by reference 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, modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed to constitute part
of this registration statement, except as so modified and
amended.

Item 4. Description of Securities.
Not applicable.

<PAGE>


Item 5. Interests of Named Experts and Counsel.
Not applicable.

Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its
directors and officers (including reimbursement for expenses
incurred).  May has provided for indemnification of its directors
and officers to the extent permitted by the provisions of the
Delaware statute in its charter, by-laws and otherwise, including
by entering into indemnification agreements with the directors
and certain executive officers of May.  May also has a directors
and officers liability insurance policy.

Item 7. Exemption from Registration Claimed.
Not applicable.


                              II-1

<PAGE>

Item 8. Exhibits.

Exhibit
Number      Description
4.1         Amended and Restated Certificate of Incorporation of May
            (incorporated herein by reference to Exhibit 4(a) of
            Post-Effective Amendment No. 1 to Form S-8 filed May 29,
            1996).

4.2         By-laws of May (incorporated herein by reference to
            Exhibit 3 of May's Quarterly Report on Form 10-Q for the
            quarterly period ended October 31, 1998).

4.3         Rights Agreement, dated as of August 19, 1994, between
            The May Department Stores Company, a New York corporation
            ("May New York") and The Bank of New York, as Rights
            Agent, which includes as Exhibit A thereto, the Form of
            Rights Certificate (incorporated herein by reference to
            Exhibit 1 of May New York's Current Report on Form 8-K
            dated September 2, 1994).

4.4         Assignment and Assumption of the Rights Agreement, dated
            May 24, 1996, among May New York, May and The Bank of
            New York, as Rights Agent (incorporated by reference to
            Post-Effective Amendment No. 1 to Form S-8 filed May 29,
            1996).

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

5.2         Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re:
            compliance of amended provisions of the May Profit
            Sharing Plan with ERISA requirements pertaining to such
            provisions.

23.1        Consent of Arthur Andersen LLP.

23.2        Consent of Skadden, Arps, Slate, Meagher & Flom LLP
            (included in the opinion filed as Exhibit 5.2 to this
            Registration Statement).

24          Powers of Attorney.

Item 9. Undertakings.

(a) The undersigned 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
<PAGE>
            information with respect to the plan of distribution not
            previously disclosed in the registration statement or any
            material change to such information in the registration
            statement;

            (2) That, for the purpose of determining any liability
            under the Securities Act, 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.


                             II-2


<PAGE>

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 Exchange Act and will be governed by the final
adjudication of such issue.



                              II-3


<PAGE>

                          SIGNATURES 

The Registrant.  Pursuant to the requirements of the Securities
Act, 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 13th day of
April, 1999.

                                  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, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated:

Signature                            Title                      Date

Principal Executive Officer:
      *          
Eugene S. Kahn                     Director, President and      April 13, 1999
                                   Chief Executive Officer
                                   (Principal Executive Officer)

      *          
Jerome T. Loeb                     Director and Chairman        April 13, 1999
                                   of the Board

      *          
Anthony J. Torcasio                Director and Vice Chairman,  April 13, 1999
                                   and Chief Executive Officer 
                                   of May Merchandising Company

      *          
R. Dean Wolfe                      Director and Executive Vice  April 13, 1999
                                   President of Acquisitions and 
                                   Real Estate

Principal Financial and Accounting  Officer:                                   
      *          
John L. Dunham                     Director, Executive Vice     April 13, 1999
                                   President and Chief Financial 
                                   Officer

      *          
Marsha J. Evans                    Director                     April 13, 1999


<PAGE>

      *          
Helene L. Kaplan                   Director                     April 13, 1999

      *          
James M. Kilts                     Director                     April 13, 1999

      *          
Edward H. Meyer                    Director                     April 13, 1999

      *          
Russell E. Palmer                  Director                     April 13, 1999



                                    II-4

<PAGE>

      *          
Michael R. Quinlan                 Director                     April 13, 1999

      *          
William P. Stiritz                 Director                     April 13, 1999

      *          
Robert D. Storey                   Director                     April 13, 1999

      *          
Murray L. Weidenbaum               Director                     April 13, 1999


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

The Plan.  Pursuant to the requirements of the Securities Act,
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 13th day of April, 1999.

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, 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 
Donald N. Baxter                     Member, Administrative 
                                     Subcommittee               April 13, 1999

/s/ Richard A. Brickson 
Richard A. Brickson                  Member, Administrative 
                                     Subcommittee               April 13, 1999

/s/ Jan R. Kniffen                                                           
Jan R. Kniffen                       Member, Administrative 
                                     Subcommittee               April 13, 1999

                                    II-5


<PAGE>


EXHIBIT INDEX


Exhibit
Number      Description

4.1         Amended and Restated Certificate of Incorporation of May
            (incorporated herein by reference to Exhibit 4(a) of
            Post-Effective Amendment No. 1 to Form S-8 filed May 29,
            1996).

4.2         By-laws of May (incorporated herein by reference to
            Exhibit 3 of May's Quarterly Report on Form 10-Q for the
            quarterly period ended October 31, 1998).

4.3         Rights Agreement, dated as of August 19, 1994, between
            The May Department Stores Company, a New York corporation
            ("May New York") and The Bank of New York, as Rights
            Agent, which includes as Exhibit A thereto, the Form of
            Rights Certificate (incorporated herein by reference to
            Exhibit 1 of May New York's Current Report on Form 8-K
            dated September 2, 1994).

4.4         Assignment and Assumption of the Rights Agreement, dated
            May 24, 1996, among May New York, May and The Bank of
            New York, as Rights Agent (incorporated by reference to
            Post-Effective Amendment No. 1 to Form S-8 filed May 29,
            1996).

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

5.2         Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re:
            compliance of amended provisions of the May Profit
            Sharing Plan with ERISA requirements pertaining to such
            provisions.

23.1        Consent of Arthur Andersen LLP.

23.2        Consent of Skadden, Arps, Slate, Meagher & Flom LLP
            (included in the opinion filed as Exhibit 5.2 to this
            Registration Statement).

24          Powers of Attorney.



<PAGE>
                                   EXHIBIT 5.1


INTERNAL REVENUE SERVICE                        DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX A-3617 DPN20-6
CHICAGO, IL 60690
                                            Employer Identification Number:
Date:                                            43-0398035
         December 14, 1994                  File Folder 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.

<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


<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.



<PAGE>
                                 EXHIBIT 5.2


                                                         April 13, 1999



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, AUGUST 29, 1995, MAY 1, 1996, MAY 24, 1996,
                 SEPTEMBER 1, 1997, JANUARY 1, 1998 AND JANUARY 1, 1999 


Ladies and Gentlemen:

    In connection with the Form S-8 Registration Statement
(the "Registration Statement"), being filed on or about April 12,
1999 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 (as 
hereinafter defined), (ii) the December 16, 1994 determination
letter (the "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"), and 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 Company's January 1, 1995, August 29, 1995, May 1,
1996, May 24, 1996, September 1, 1997, January 1, 1998 and January 1, 1999
amendments (the "Amendments") to the Plan in the form adopted, which we
have been advised by the Company are the only amendments that have been 
made to the Plan since the Letter.  In our examination, we have assumed 
the genuineness of all signatures, the legal capacity of natural persons,
the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
<PAGE>

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.  

         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 in form,
the applicable provisions of the Amendments are in compliance in all
material respects with the applicable requirements of ERISA.  We are,
however, giving no opinion as to whether the Plan has been operated or
administered in compliance with the Amendments or with the other
provisions of the Plan.

         We understand that to the extent that the IRS requires any 
changes and/or additions to the Amendments or to any other provisions
of the Plan as a condition to its issuing a new determination letter,
the Company has represented to us that they will make such changes and 
additions. 

         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
<PAGE>

                           EXHIBIT 23.1
            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 reports dated February 11, 1998, included and incorpo-
rated by reference in The May Department Stores Company's Form
10-K for the year ended January 31, 1998, and of our report dated
April 22, 1998, included in The May Department Stores Company
Profit Sharing Plan Form 11-K for the year ended December 31,
1997, and to all references to our firm included in this regis-
tration statement.


         
ARTHUR ANDERSEN LLP

1010 Market Street
St. Louis, Missouri 63101-2089
April 13, 1999


<PAGE>


                             EXHIBIT 24

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.


                                       /s/ Eugene S. Kahn                    
                                    Eugene S. Kahn
                                    Director, Chief Executive Officer and
                                    President of The May Department Stores
                                    Company, a Delaware corporation



                                       /s/ Eugene S. Kahn                    
                                    Eugene S. Kahn
                                    Chief Executive Officer and President of
                                    The May Department Stores Company, a New
                                    York corporation


Date: April 13, 1999



<PAGE>

                            POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.


                                        /s/ Jerome T. Loeb                   
                                    Jerome T. Loeb
                                    Director and Chairman of the Board of
                                    The May Department Stores Company, a
                                    Delaware corporation


                                        /s/ Jerome T. Loeb                   
                                    Jerome T. Loeb
                                    Director and Chairman of the Board of
                                    The May Department Stores Company, a New
                                    York corporation



Date: March 30, 1999



<PAGE>

                             POWER OF ATTORNEY


    The undersigned appoints Alan E. Charlson and Richard A.
Brickson, or either 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 a registration statement on Form S-8, and to sign any and
all amendments 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.



                                       /s/ John L. Dunham                    
                                    John L. Dunham
                                    Director, Executive Vice President and
                                    Chief Financial Officer of The May
                                    Department Stores Company, a Delaware
                                    corporation


                                       /s/ John L. Dunham                    
                                    John L. Dunham
                                    Director, Executive Vice President and
                                    Chief Financial Officer of The May
                                    Department Stores Company, a New York
                                    corporation



Date: April 13, 1999


<PAGE>

                                               POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.


                                       /s/ Anthony J. Torcasio               
                                    Anthony J. Torcasio
                                    Director and Vice Chairman of The May
                                    Department Stores Company, a Delaware
                                    corporation, and Chief Executive Officer
                                    of May Merchandising Company




Date: April 1, 1999


<PAGE>

                         POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.


                                        /s/  R. Dean Wolfe                   
                                    R. Dean Wolfe
                                    Director and Executive Vice President of
                                    Acquisitions and Real Estate of The May
                                    Department Stores Company, a Delaware
                                    corporation


Date: April 5, 1999


<PAGE>
                           POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.


                                       /s/ Marsha J. Evans                   
                                    Marsha J. Evans
                                    Director of The May Department Stores
                                    Company, a Delaware corporation


Date: April 5, 1999


<PAGE>

                         POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.





                                       /s/ Helene L. Kaplan                  
                                    Helene L. Kaplan
                                    Director of The May Department Stores
                                    Company, a Delaware corporation


Date: April 12, 1999



<PAGE>
                       POWER OF ATTORNEY


    The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.



                                       /s/ James M. Kilts                    
                                    James M. Kilts
                                    Director of The May Department Stores
                                    Company, a Delaware corporation


Date: April 5, 1999


<PAGE>

                         POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.



                                      /s/ Edward H. Meyer                    
                                    Edward H. Meyer
                                    Director of The May Department Stores
                                    Company, a Delaware corporation


Date: April 5, 1999


<PAGE>

                           POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.



                                       /s/ Russell E. Palmer                 
                                    Russell E. Palmer
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date:  April 5, 1999                                                           

<PAGE>

                        POWER OF ATTORNEY


         The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.


                                       /s/ Michael R. Quinlan                
                                    Michael R. Quinlan
                                    Director of The May Department Stores
                                    Company, a Delaware corporation


Date:  April 2, 1999                                                         


<PAGE>
                             POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.


                                       /s/ William P. Stiritz                
                                    William P. Stiritz
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date:  April 1, 1999                                                          


<PAGE>

                         POWER OF ATTORNEY


      The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.


                                      /s/ Robert D. Storey                   
                                    Robert D. Storey
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date:  April 2, 1999                                                           


<PAGE>
                           POWER OF ATTORNEY


     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.



                                      /s/ Murray L. Weidenbaum               
                                    Murray L. Weidenbaum
                                    Director of The May Department Stores
                                    Company, a Delaware corporation


Date:  April 5, 1999
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{"company-data": {"conformed-name": "MAY DEPARTMENT STORES CO", "cik": "0000063416", "assigned-sic": "5311", "irs-number": "431104396", "state-of-incorporation": "DE", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76227", "film-number": "99593091"}, "business-address": {"street1": "611 OLIVE ST", "city": "ST LOUIS", "state": "MO", "zip": "63101", "phone": "3143426300"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13,
1999
                Registration Statement No. 333-_______

                   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)

Delaware                                            43-1742586
(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 63101-1799
                             (314) 342-6300
                         ______________________

        (Name, Address and Telephone Number of Agent for Service)

                     CALCULATION OF REGISTRATION FEE
_________________________________________________________________

Title of                  Proposed   Proposed                     
Securities   Amount       Maximum    Maximum                      
To Be        To Be        Offering   Aggregate        Amount of              
Registered   Registered   Price Per  Offering         Registration  
   (1)       (1)          Unit (2)   Price (2)        Fee (3)
_________________________________________________________________

Common Stock
($.50 par    4,000,000           
value)       shares       $39.15625  $156,625,000.00  $43,541.75
_________________________________________________________________
(1)                 Pursuant to Rule 416(c) under the Securities Act,
                    this registration statement also covers an
                    indeterminate amount of interests to be offered or
                    sold pursuant to the employee benefit plan described
                    in this registration statement.

(2)                 Under Rules 457(c) and (h), the registration fee was
                    based on the average of the high and low sale price
                    of the common stock on April 9, 1999 on the New York
                    Stock Exchange.

(3)                 Established pursuant to Section 6(b) of the
                    Securities Act.
Part I

May has omitted the information required by Part I of Form S-8
relating to the May Profit Sharing Plan in accordance with the
Note to Part I of Form S-8.

                              I-1
Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.
May incorporates by reference the following SEC filings in this
registration statement:

(a)          May's Annual Report on Form 10-K filed for the fiscal
             year ended January 31, 1998.

(b)          Annual Report of Form 11-K filed by the May Profit
             Sharing Plan for the plan year ended December 31,
             1997.

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

(d)          The description of May's shares of common stock
             contained in May's registration statement
             (Registration No. 333-05227) on Form 8-B dated May
             21, 1996, filed by May pursuant to Section 12 of the
             Exchange Act and May's Amended and Restated
             Certificate of Incorporation (incorporated herein by
             reference to Exhibit 4(a) of Post-Effective Amendment
             No. 1 to Form S-8, filed May 29, 1996), including any
             amendment or report filed for the purpose of updating
             such description.

             In addition, all documents filed by registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act 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 here or in a document all or
a portion of which is incorporated or deemed to be incorporated
by reference 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, modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed to constitute part
of this registration statement, except as so modified and
amended.

Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.

Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its
directors and officers (including reimbursement for expenses
incurred).  May has provided for indemnification of its directors
and officers to the extent permitted by the provisions of the
Delaware statute in its charter, by-laws and otherwise, including
by entering into indemnification agreements with the directors
and certain executive officers of May.  May also has a directors
and officers liability insurance policy.

Item 7. Exemption from Registration Claimed.
Not applicable.

                              II-1
Item 8. Exhibits.

Exhibit
Number      Description
4.1         Amended and Restated Certificate of Incorporation of May
            (incorporated herein by reference to Exhibit 4(a) of
            Post-Effective Amendment No. 1 to Form S-8 filed May 29,
            1996).

4.2         By-laws of May (incorporated herein by reference to
            Exhibit 3 of May's Quarterly Report on Form 10-Q for the
            quarterly period ended October 31, 1998).

4.3         Rights Agreement, dated as of August 19, 1994, between
            The May Department Stores Company, a New York corporation
            ("May New York") and The Bank of New York, as Rights
            Agent, which includes as Exhibit A thereto, the Form of
            Rights Certificate (incorporated herein by reference to
            Exhibit 1 of May New York's Current Report on Form 8-K
            dated September 2, 1994).

4.4         Assignment and Assumption of the Rights Agreement, dated
            May 24, 1996, among May New York, May and The Bank of
            New York, as Rights Agent (incorporated by reference to
            Post-Effective Amendment No. 1 to Form S-8 filed May 29,
            1996).

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

5.2         Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re:
            compliance of amended provisions of the May Profit
            Sharing Plan with ERISA requirements pertaining to such
            provisions.

23.1        Consent of Arthur Andersen LLP.

23.2        Consent of Skadden, Arps, Slate, Meagher & Flom LLP
            (included in the opinion filed as Exhibit 5.2 to this
            Registration Statement).

24          Powers of Attorney.

Item 9. Undertakings.

(a) The undersigned 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 the registration statement or any
            material change to such information in the registration
            statement;

            (2) That, for the purpose of determining any liability
            under the Securities Act, 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.

                             II-2
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 Exchange Act and will be governed by the final
adjudication of such issue.

                              II-3
SIGNATURES 

The Registrant.  Pursuant to the requirements of the Securities
Act, 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 13th day of
April, 1999.

                                  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, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated:

Signature                            Title                      Date

Principal Executive Officer:
      *          
Eugene S. Kahn                     Director, President and      April 13, 1999
                                   Chief Executive Officer
                                   (Principal Executive Officer)

      *          
Jerome T. Loeb                     Director and Chairman        April 13, 1999
                                   of the Board

      *          
Anthony J. Torcasio                Director and Vice Chairman,  April 13, 1999
                                   and Chief Executive Officer 
                                   of May Merchandising Company

      *          
R. Dean Wolfe                      Director and Executive Vice  April 13, 1999
                                   President of Acquisitions and 
                                   Real Estate

Principal Financial and Accounting  Officer:                                   
      *          
John L. Dunham                     Director, Executive Vice     April 13, 1999
                                   President and Chief Financial 
                                   Officer

      *          
Marsha J. Evans                    Director                     April 13, 1999
*          
Helene L. Kaplan                   Director                     April 13, 1999

      *          
James M. Kilts                     Director                     April 13, 1999

      *          
Edward H. Meyer                    Director                     April 13, 1999

      *          
Russell E. Palmer                  Director                     April 13, 1999

                                    II-4
*          
Michael R. Quinlan                 Director                     April 13, 1999

      *          
William P. Stiritz                 Director                     April 13, 1999

      *          
Robert D. Storey                   Director                     April 13, 1999

      *          
Murray L. Weidenbaum               Director                     April 13, 1999

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

The Plan.  Pursuant to the requirements of the Securities Act,
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 13th day of April, 1999.

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, 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 
Donald N. Baxter                     Member, Administrative 
                                     Subcommittee               April 13, 1999

/s/ Richard A. Brickson 
Richard A. Brickson                  Member, Administrative 
                                     Subcommittee               April 13, 1999

/s/ Jan R. Kniffen                                                           
Jan R. Kniffen                       Member, Administrative 
                                     Subcommittee               April 13, 1999

                                    II-5
EXHIBIT INDEX

Exhibit
Number      Description

4.1         Amended and Restated Certificate of Incorporation of May
            (incorporated herein by reference to Exhibit 4(a) of
            Post-Effective Amendment No. 1 to Form S-8 filed May 29,
            1996).

4.2         By-laws of May (incorporated herein by reference to
            Exhibit 3 of May's Quarterly Report on Form 10-Q for the
            quarterly period ended October 31, 1998).

4.3         Rights Agreement, dated as of August 19, 1994, between
            The May Department Stores Company, a New York corporation
            ("May New York") and The Bank of New York, as Rights
            Agent, which includes as Exhibit A thereto, the Form of
            Rights Certificate (incorporated herein by reference to
            Exhibit 1 of May New York's Current Report on Form 8-K
            dated September 2, 1994).

4.4         Assignment and Assumption of the Rights Agreement, dated
            May 24, 1996, among May New York, May and The Bank of
            New York, as Rights Agent (incorporated by reference to
            Post-Effective Amendment No. 1 to Form S-8 filed May 29,
            1996).

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

5.2         Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re:
            compliance of amended provisions of the May Profit
            Sharing Plan with ERISA requirements pertaining to such
            provisions.

23.1        Consent of Arthur Andersen LLP.

23.2        Consent of Skadden, Arps, Slate, Meagher & Flom LLP
            (included in the opinion filed as Exhibit 5.2 to this
            Registration Statement).

24          Powers of Attorney.
EXHIBIT 5.1

INTERNAL REVENUE SERVICE                        DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX A-3617 DPN20-6
CHICAGO, IL 60690
                                            Employer Identification Number:
Date:                                            43-0398035
         December 14, 1994                  File Folder 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.
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
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.
EXHIBIT 5.2

                                                         April 13, 1999

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, AUGUST 29, 1995, MAY 1, 1996, MAY 24, 1996,
                 SEPTEMBER 1, 1997, JANUARY 1, 1998 AND JANUARY 1, 1999 

Ladies and Gentlemen:

    In connection with the Form S-8 Registration Statement
(the "Registration Statement"), being filed on or about April 12,
1999 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 (as 
hereinafter defined), (ii) the December 16, 1994 determination
letter (the "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"), and 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 Company's January 1, 1995, August 29, 1995, May 1,
1996, May 24, 1996, September 1, 1997, January 1, 1998 and January 1, 1999
amendments (the "Amendments") to the Plan in the form adopted, which we
have been advised by the Company are the only amendments that have been 
made to the Plan since the Letter.  In our examination, we have assumed 
the genuineness of all signatures, the legal capacity of natural persons,
the authenticity of all 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.  

         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 in form,
the applicable provisions of the Amendments are in compliance in all
material respects with the applicable requirements of ERISA.  We are,
however, giving no opinion as to whether the Plan has been operated or
administered in compliance with the Amendments or with the other
provisions of the Plan.

         We understand that to the extent that the IRS requires any 
changes and/or additions to the Amendments or to any other provisions
of the Plan as a condition to its issuing a new determination letter,
the Company has represented to us that they will make such changes and 
additions. 

         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
EXHIBIT 23.1
            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 reports dated February 11, 1998, included and incorpo-
rated by reference in The May Department Stores Company's Form
10-K for the year ended January 31, 1998, and of our report dated
April 22, 1998, included in The May Department Stores Company
Profit Sharing Plan Form 11-K for the year ended December 31,
1997, and to all references to our firm included in this regis-
tration statement.

         
ARTHUR ANDERSEN LLP

1010 Market Street
St. Louis, Missouri 63101-2089
April 13, 1999
EXHIBIT 24

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                       /s/ Eugene S. Kahn                    
                                    Eugene S. Kahn
                                    Director, Chief Executive Officer and
                                    President of The May Department Stores
                                    Company, a Delaware corporation

                                       /s/ Eugene S. Kahn                    
                                    Eugene S. Kahn
                                    Chief Executive Officer and President of
                                    The May Department Stores Company, a New
                                    York corporation

Date: April 13, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                        /s/ Jerome T. Loeb                   
                                    Jerome T. Loeb
                                    Director and Chairman of the Board of
                                    The May Department Stores Company, a
                                    Delaware corporation

                                        /s/ Jerome T. Loeb                   
                                    Jerome T. Loeb
                                    Director and Chairman of the Board of
                                    The May Department Stores Company, a New
                                    York corporation

Date: March 30, 1999
POWER OF ATTORNEY

    The undersigned appoints Alan E. Charlson and Richard A.
Brickson, or either 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 a registration statement on Form S-8, and to sign any and
all amendments 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.

                                       /s/ John L. Dunham                    
                                    John L. Dunham
                                    Director, Executive Vice President and
                                    Chief Financial Officer of The May
                                    Department Stores Company, a Delaware
                                    corporation

                                       /s/ John L. Dunham                    
                                    John L. Dunham
                                    Director, Executive Vice President and
                                    Chief Financial Officer of The May
                                    Department Stores Company, a New York
                                    corporation

Date: April 13, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                       /s/ Anthony J. Torcasio               
                                    Anthony J. Torcasio
                                    Director and Vice Chairman of The May
                                    Department Stores Company, a Delaware
                                    corporation, and Chief Executive Officer
                                    of May Merchandising Company

Date: April 1, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                        /s/  R. Dean Wolfe                   
                                    R. Dean Wolfe
                                    Director and Executive Vice President of
                                    Acquisitions and Real Estate of The May
                                    Department Stores Company, a Delaware
                                    corporation

Date: April 5, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                       /s/ Marsha J. Evans                   
                                    Marsha J. Evans
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date: April 5, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                       /s/ Helene L. Kaplan                  
                                    Helene L. Kaplan
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date: April 12, 1999
POWER OF ATTORNEY

    The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                       /s/ James M. Kilts                    
                                    James M. Kilts
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date: April 5, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                      /s/ Edward H. Meyer                    
                                    Edward H. Meyer
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date: April 5, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                       /s/ Russell E. Palmer                 
                                    Russell E. Palmer
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date:  April 5, 1999
POWER OF ATTORNEY

         The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                       /s/ Michael R. Quinlan                
                                    Michael R. Quinlan
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date:  April 2, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                       /s/ William P. Stiritz                
                                    William P. Stiritz
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date:  April 1, 1999
POWER OF ATTORNEY

      The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                      /s/ Robert D. Storey                   
                                    Robert D. Storey
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date:  April 2, 1999
POWER OF ATTORNEY

     The undersigned appoints John L. Dunham, Alan E. Charlson
and Richard A. Brickson, 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 a registration
statement on Form S-8, and to sign any and all amendments 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.

                                      /s/ Murray L. Weidenbaum               
                                    Murray L. Weidenbaum
                                    Director of The May Department Stores
                                    Company, a Delaware corporation

Date:  April 5, 1999