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                                                              Exhibit 4.1


This Security is a Book-Entry Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary or a
nominee of the Depositary.  This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY MAY BE TRANSFERRED,
IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE
OF THE DEPOSITARY, TO THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.

                THE MAY DEPARTMENT STORES COMPANY

                      8% DEBENTURE DUE 2012

                                                 CUSIP 577778 BN2
                                                     $200,000,000

R-1

  THE MAY DEPARTMENT STORES COMPANY, a corporation duly organized and
existing under the laws of the State of New York (herein called the "Company",
which term includes any successor corporation under the Indenture herein
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on July 15, 2012, and to pay interest thereon from July 14,
2000 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on January 15 and July 15 of each year,
commencing January 15, 2001, at the rate of 8% per annum, until the principal
hereof is fully paid or made available for payment.  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the first day of
January or July (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful

<PAGE>
manner not inconsistent with the requirements of any securities exchange on
which the Debentures of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in such Indenture.

  Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in The City of
New York, New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

  Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

  IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed under its corporate seal.

Dated: July 14, 2000

                                THE MAY DEPARTMENT STORES COMPANY
                                     a New York corporation
[Seal]


                                By:________________________________
                                     Richard A. Brickson
                                     Secretary

Attest: ____________________________
       Linda J. Balicki
       Assistant Secretary


This is one of the Securities of the series designated therein issued under the
within-mentioned Indenture.

                           BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
                           as Trustee

                           By: _______________________________
                                Authorized Officer






<PAGE>
                       REVERSE OF Debenture


                THE MAY DEPARTMENT STORES COMPANY
                      8% Debenture Due 2012


  This Security is one of a duly authorized series of guaranteed debt
securities of the Company (herein called the "Debentures"), issued under an
Indenture, dated as of June 17, 1996 (herein called the "Indenture"), among the
Company, The May Department Stores Company, a Delaware corporation (the
"Guarantor") and Bank One Trust Company, National Association (successor in
interest to The First National Bank of Chicago), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), which
provides for the issuance by the Company from time to time of debt securities of
the Company (herein called the "Debt Securities") in one or more series, to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Debentures and of the terms upon which the Debentures are, and are to be,
authenticated and delivered.  This Debenture is one of the series designated on
the face hereof, initially limited in aggregate principal amount to
$200,000,000.

  This Debenture will be redeemable, in whole or from time to time in part,
at the option of the Company on any date (a "Redemption Date"), at a redemption
price equal to the greater of (1) 100 percent of the principal amount of the
Debentures to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of interest
accrued to that Redemption Date) discounted to that Redemption Date on a semi-
annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 25 basis points, plus, in either case, accrued and unpaid
interest on the principal amount being redeemed to that Redemption Date;
provided that installments of interest on the Debentures which are due and
payable on an interest payment date falling on or prior to the relevant
Redemption Date shall be payable to the holders of those Debentures, registered
as such at the close of business on the relevant record date according to their
terms and the provisions of the Indenture.

  "Treasury Rate" means, with respect to any Redemption Date for the
Debentures, (1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from those yields on a straight line basis, rounding to the nearest month) or
(2) if that release (or any successor release) is not published during the week
preceding the calculation date or does not contain those yields, the rate per
annum equal to the semi-annual equivalent yield to maturity the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.  The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date.

<PAGE>
  "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Debentures.

  "Independent Investment Banker" means Morgan Stanley & Co. Incorporated or,
if that firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

  "Comparable Treasury Price" means with respect to any Redemption Date for
the Debentures (1) the average of five Reference Treasury Dealer Quotations for
that Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.

  "Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Chase Securities Inc. and Salomon Smith Barney Inc., and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

  "Reference Treasury Dealer Quotations" means with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding that Redemption Date.

  Notice of any redemption by the Company will be mailed at least 30 days but
not more than 60 days before any Redemption Date to each holder of the
Debentures to be redeemed.  If less than all the Debentures are to be redeemed
at the Company's option, the Trustee shall select, in such manner as it shall
deem fair and appropriate, the Debentures to be redeemed in whole or in part.

  If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal amount of the Debentures may be declared due and
payable in the manner and with the effect provided in the Indenture.

  The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debentures under the Indenture and
the waiver of compliance by the Company with certain provisions of the Indenture
at any time with the consent of the Holders of a majority in aggregate principal
amount of the Debt Securities at the time Outstanding (or, in case less than all
of the several series of Debt Securities then Outstanding are affected, of the
Holders of a majority in principal amount of the Debt Securities at the time
Outstanding of each affected series).  The Indenture also permits the Holders of
a majority in principal amount of the Debentures at the time Outstanding, on
behalf of the Holders of all the Debentures, to waive certain past defaults
under the Indenture and their consequences.  Any such consent or waiver by the
Holder of this Debenture shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Debenture.

<PAGE>
  The Indenture contains provisions for defeasance at any time of (1) the
entire indebtedness of the Debentures and (2) certain restrictive covenants and
certain Events of Default applicable to the Debentures, upon compliance by the
Company with certain conditions set forth in the Indenture and in an Officers'
Certificate issued pursuant to the Indenture.

  As provided in and subject to the provisions of the Indenture, any Holder
of these Debentures shall not have the right to institute any proceeding,
judicial or otherwise, with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy hereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Debentures, the Holders of not less than 25% in
principal amount of the Debentures at the time outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Debentures at the time outstanding a direction inconsistent with
such request and shall have failed to institute any such proceedings, for 60
days after receipt of such notice, request and offer of indemnity.

  No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the times, place and rate, and in the coin or currency, herein
prescribed.

  As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture is registrable in the Debenture Register,
upon surrender of this Debenture for registration of transfer at the office or
agency of the Company maintained for that purpose in The City of New York, New
York, or at any other office or agency designated for that purpose by the
Company pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Debenture
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

  The Debentures are issuable only in registered form without coupons in
denominations of $1,000 and any multiple thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, the Debentures are
exchangeable for a like aggregate principal amount of Debentures of a different
authorized denomination, as requested by the Holder surrendering the same.

  No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

  Prior to due presentment of this Debenture for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

  All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

<PAGE>
GUARANTEE

  For good and valuable consideration, receipt of which is acknowledged, and
intending to be legally bound, the Guarantor hereby unconditionally guarantees
the due and punctual payment of the principal of, sinking fund payment, if any,
premium, if any, and interest on, and any Redemption Price with respect to this
Debenture, when and as the same shall become due and payable, whether at
maturity, upon acceleration or redemption or otherwise, in accordance with the
terms of this Debenture and the Indenture.


                      THE MAY DEPARTMENT STORES COMPANY
                           a Delaware corporation
[Seal]

                      By: _______________________________
                           Richard A. Brickson
                           Secretary


Attest: ____________________________
       Linda J. Balicki
       Assistant Secretary


<PAGE>
                       (FORM OF ASSIGNMENT)

                          ABBREVIATIONS

  The following abbreviations, when used in the inscription on the face of
this Debenture, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT MIN ACT - ______(Cust) Custodian ______(Minor)
under Uniform Gifts to Minors Act ___________________ (State)

Additional abbreviations may also be used though not in the above list.


                            ASSIGNMENT

FOR VALUE RECEIVED ___________________________ hereby sell(s), assign(s) and
transfer(s) unto


                           PLEASE INSERT SOCIAL SECURITY OR OTHER
                                   IDENTIFYING NUMBER OF ASSIGNEE

(Please Print or Typewrite Name and Address of Assignee)

the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing _________________________________________ Attorney to transfer
said Debenture on the books of the Company, with full power of substitution in
the premises.

Dated:                                    _________________________________




Notice: The signature to this assignment must correspond with the name as
written upon the face of this Debenture in every particular, without alteration
or enlargement or any change whatever.

Signature Guaranteed: _________________________________________________

Notice: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program).