SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

(Mark one)

[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For The Quarterly Period Ended November 2, 2002

                                      OR

[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from _______________ to _______________



                          Commission File Number 1-79



                       THE MAY DEPARTMENT STORES COMPANY
            (Exact name of registrant as specified in its charter)



            Delaware                                  43-1104396
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)



611 Olive Street, St. Louis, Missouri                     63101
(Address of principal executive offices)                (Zip Code)


                                (314) 342-6300
                        (Registrant's telephone number,
                             including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.             YES    X   NO

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 288,247,093 shares of common
stock, $.50 par value, as of November 30, 2002.







                                      1


                        PART 1 - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS
              THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

(Millions)


                                         Nov. 2,     Nov. 3,       Feb. 2,
ASSETS                                    2002        2001          2002

Current assets:
  Cash and cash equivalents             $      65   $      57    $       52
  Accounts receivable, net                  1,540       1,752         1,938
  Merchandise inventories                   3,596       3,721         2,875
  Other current assets                         67         119            60
     Total current assets                   5,268       5,649         4,925

Property and equipment, at cost             9,523       8,806         8,996
Accumulated depreciation                   (4,096)     (3,621)       (3,732)
  Property and equipment, net               5,427       5,185         5,264

Goodwill                                    1,433       1,308         1,433
Intangible assets, net                        174         162           179
Other assets                                  115          90           119

     Total assets                       $  12,417   $  12,394    $   11,920


LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities:
  Short-term debt                       $     618   $     880    $       78
  Current maturities of
    long-term debt                            315          88           255
  Accounts payable                          1,349       1,317         1,023
  Accrued expenses                            978         927           900
  Income taxes payable                        102          97           272
    Total current liabilities               3,362       3,309         2,528

Long-term debt                              4,041       4,330         4,403

Deferred income taxes                         729         617           696

Other liabilities                             375         341           370

ESOP preference shares                        272         289           286

Unearned compensation                        (152)       (204)         (204)

Shareowners' equity                         3,790       3,712         3,841

    Total liabilities and
        shareowners' equity             $  12,417   $  12,394     $  11,920


           The accompanying notes to condensed consolidated financial
            statements are an integral part of these balance sheets.

                                      2

              THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                  (Unaudited)



(Millions, except per share)         13 Weeks Ended          39 Weeks Ended
                                    Nov. 2,    Nov. 3,      Nov. 2,    Nov. 3,
                                     2002       2001         2002       2001

Revenues                           $  3,052   $  3,202     $  9,314   $  9,528
Cost of sales:
  Recurring                           2,216      2,319        6,602      6,704
  Nonrecurring - division
   combination markdowns                  3          -           23          -
Selling, general, and
  administrative expenses               706        707        2,093      2,113
Division combination costs                6          -           85          -
Interest expense, net                    96         92          265        267
Earnings before income taxes             25         84          246        444
Provision for income taxes                9         32           91        172

Net earnings                       $     16   $     52     $    155   $    272

Basic earnings per share           $    .05   $    .16     $    .50   $    .87

Diluted earnings per share         $    .05   $    .16     $    .50   $    .85

Dividends paid per
 common share                      $.23-3/4   $.23-1/2     $.71-1/4   $.70-1/2

Weighted average shares
 outstanding:
 Basic                                288.3      296.6        288.1      298.2
 Diluted                              307.4      317.6        308.4      319.9










          The accompanying notes to condensed consolidated financial
              statements are an integral part of these statements.


                                       3



              THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

(Millions)                                               39 Weeks Ended
                                                     Nov. 2,        Nov. 3,
                                                      2002           2001
Operating Activities:
  Net earnings                                     $      155     $      272
  Depreciation and other amortization                     406            368
  Goodwill and other intangible amortization                8             33
  Division combination costs                              108              -
  Working capital changes:
    Accounts receivable, net                              398            360
    Merchandise inventories                              (744)          (746)
    Other current assets                                  (12)           (30)
    Accounts payable                                      326            352
    Accrued expenses                                       28             27
    Income taxes payable                                 (170)          (185)
  Other, net                                               41             43

Cash flows from operations                                544            494

Investing Activities:
 Net additions to property and equipment                 (598)          (578)
 Business combination                                       -           (304)

Cash flows used for investing activities                 (598)          (882)

Financing Activities:
 Net issuances (repayments):
    Short-term debt                                       540            880
    Long-term debt                                       (253)          (167)
 Net purchases of common stock                             (2)          (200)
 Dividend payments, net of tax benefit                   (218)          (224)

Cash flows provided by
    financing activities                                   67            289

Increase(Decrease) in cash and cash equivalents            13            (99)

Cash and cash equivalents,
    beginning of period                                    52            156

Cash and cash equivalents,
    end of period                                  $       65     $       57

Cash paid during the period:

 Interest                                          $      299     $      273
 Income taxes                                             223            339


          The accompanying notes to condensed consolidated financial
              statements are an integral part of these statements.



                                      4

              THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interim Results.  These unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q of the
Securities and Exchange Commission and should be read in conjunction with the
Notes to Consolidated Financial Statements (pages 29-35) in the 2001 Annual
Report.  In the opinion of management, this information is fairly presented
and all adjustments (consisting only of normal recurring adjustments)
necessary for a fair statement of the results for the interim periods have
been included; however, certain items are included in these statements based
on estimates for the entire year.  Also, operating results of periods which
exclude the Christmas season may not be indicative of the operating results
that may be expected for the fiscal year.

Division Combinations.  In August 2002, The May Department Stores Company
(the company or the parent) combined its Kaufmann's division with its
Filene's division, and its Meier & Frank division with its Robinsons-May
division.  Total nonrecurring pretax charges associated with the division
combinations for 2002 were $108 million or $.22 per share, of which $9 million
or $.02 per share were recognized in the third quarter.  The third quarter
charges consisted of $3 million as cost of sales and $6 million as other
operating expenses.

The significant components of the division combination
costs and status of the related liability are summarized below:

(Millions)                                            Non-cash     Balance at
                                  Charges  Payments       Uses   Nov. 2, 2002
Severance and relocation benefits    $ 59      $ 38      $  -            $ 21
Inventory alignment                    23         -        23               -
Central office closure                 15         4        11               -
Other                                  11         4         -               7
  Total                              $108      $ 46      $ 34            $ 28

Severance and relocation benefits include severance for approximately
1,600 associates and the costs to relocate certain employees. Inventory
alignment includes the markdowns incurred to conform merchandise assortments
and to synchronize pricing and promotional strategies. Central office closure
primarily includes accelerated depreciation of fixed assets in the closed
central offices.

Income Taxes.  The effective income tax rate for the third quarter and
first nine months of 2002 was 37.0%, compared with 38.8% in the third quarter
and first nine months of 2001.  The rate reduction in 2002 is due to the
favorable impact of eliminating goodwill amortization, corporate structure
changes, and changes in tax regulations.

Inventories.  Merchandise inventories are principally valued at the
lower of LIFO (last-in, first-out) cost basis or market using the
retail method.  Based upon current estimates, the company does not expect a
LIFO provision or credit in fiscal 2002, compared with a fiscal 2001 LIFO
credit of $30 million.  No LIFO provision was recorded in the third quarter
or the first nine months of 2002, compared with a $4 million provision in the
third quarter and a $20 million provision in the first nine months of 2001.





                                      5


Impact of New Accounting Pronouncements.  In the first quarter of fiscal 2002,
the company adopted Statement of Financial Accounting Standards (SFAS) No.
142, "Goodwill and Other Intangible Assets," which eliminates goodwill
amortization and prescribes a new approach for assessing potential goodwill
impairments. The company's assessment of potential goodwill impairments under
SFAS No. 142 did not identify any impairment. The following table illustrates
the impact of goodwill amortization on the results of the third quarter and
first nine months of 2001.

 (Millions, except per share)             13 Weeks Ended       39 Weeks Ended
                                        Nov. 2,    Nov. 3,   Nov. 2,    Nov. 3,
                                         2002       2001      2002       2001
Reported net income                     $   16     $   52    $  155     $  272
Add back: Goodwill amortization              -          8         -         25
Adjusted net income                     $   16     $   60    $  155     $  297

Basic earnings per share:
   Reported net income                  $  .05     $  .16    $  .50     $  .87
   Add back: Goodwill amortization           -        .02         -        .08
   Adjusted net income                  $  .05     $  .18    $  .50     $  .95

Diluted earnings per share:
   Reported net income                  $  .05     $  .16    $  .50     $  .85
   Add back: Goodwill amortization           -        .02         -        .08
   Adjusted net income                  $  .05     $  .18    $  .50     $  .93

In fiscal 2002, the company adopted SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 eliminates the requirement to classify
gains and losses from the extinguishment of indebtedness as extraordinary,
requires certain lease modifications to be treated the same as a sale-leaseback
transaction, and makes other non-substantive technical corrections to existing
pronouncements.  The impact of adopting this statement was the
reclassification of the 2001 extraordinary loss of $3 million (net of $2
million in taxes) to interest expense and income taxes, and the classification
of early debt redemption costs of $10 million as interest expense in the
current year related to the early redemption of our $200 million 8-3/8%
debentures.

In July 2002, SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" was issued.  SFAS No. 146 changes the timing of when
certain costs associated with restructuring activities may be recognized. SFAS
No. 146 is effective for exit or disposal activities initiated after December
31, 2002. Since the company's division combinations were initiated in
May 2002, all related costs were recorded in accordance with prior rules.

In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on
Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Cash
Consideration Received from a Vendor." EITF Issue No. 02-16 provides guidance
on how cash consideration received by a customer or reseller should be
classified in the customer's statement of earnings. The company does not
expect EITF No. 02-16 to have a material impact on its consolidated financial
position or operating results.

Stock Option and Stock-Related Plans.  Effective February 2, 2003, the company
will begin expensing the fair value of employee stock options. In accordance
with SFAS No. 123, "Accounting for Stock-Based Compensation," the company will
adopt the fair value method prospectively.  The expense associated with stock
options is expected to be $.01 to $.02 per share in 2003, growing to
approximately $.08 per share by 2006.



                                    6


Reclassifications. Certain prior period amounts have been reclassified to
conform with current year presentation.

Earnings per Share.  The following tables reconcile net earnings and weighted
average shares outstanding to amounts used to calculate basic and diluted
earnings per share ("EPS") for the periods shown (millions, except per share).

                                             13 Weeks Ended
                                Nov. 2, 2002               Nov. 3, 2001
                         Earnings   Shares   EPS    Earnings   Shares   EPS
Net earnings              $    16                    $    52
ESOP preference shares'
 dividends                     (5)                        (5)

Basic EPS                      11    288.3  $  .05        47    296.6  $  .16

ESOP preference shares          4     18.4                 4     19.4
Assumed exercise of
 options (treasury
 stock method)                  -      0.7                 -      1.6

Diluted EPS               $    15    307.4  $  .05   $    51    317.6  $  .16

                                             39 Weeks Ended
                                 Nov. 2, 2002             Nov. 3, 2001
                         Earnings   Shares   EPS    Earnings   Shares   EPS
Net earnings              $   155                    $   272
ESOP preference shares'
 dividends                    (14)                       (14)

Basic EPS                     141    288.1  $  .50       258    298.2  $  .87

ESOP preference shares         13     18.7                13     19.6
Assumed exercise of
 options (treasury
 stock method)                  -      1.6                 -      2.1

Diluted EPS               $   154    308.4  $  .50   $   271    319.9  $  .85

Condensed Consolidating Financial Information.  The parent has fully and
unconditionally guaranteed certain long-term debt obligations of its
wholly-owned subsidiary, The May Department Stores Company, New York
("Subsidiary Issuer").  Other subsidiaries of the parent include May
Department Stores International, Inc. (MDSI), Leadville Insurance Company,
Snowdin Insurance Company, Priscilla of Boston, and David's Bridal, Inc. and
subsidiaries, including After Hours Formalwear, Inc.

Condensed consolidating balance sheets as of November 2, 2002,
November 3, 2001,and February 2, 2002, the related condensed consolidating
statements of earnings for the thirteen week and thirty-nine week periods
ended November 2, 2002 and November 3, 2001, and the related condensed
consolidating statements of cash flows for the thirty-nine week periods
ended November 2, 2002 and November 3, 2001, are presented below.


                                    7



Condensed Consolidating Financial Information (continued) -

                           Condensed Consolidating Balance Sheet
                                 As of November 2, 2002
                                       (Unaudited)

(Millions)

<TABLE>

                                        Subsidiary      Other
                                Parent    Issuer    Subsidiaries  Eliminations  Consolidated
<S>                           <C>         <C>           <C>          <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents   $      -    $    47       $     18     $      -       $    65
  Accounts receivable, net           -      1,533             43          (36)        1,540
  Merchandise inventories            -      3,513             83            -         3,596
  Other current assets               -         50             17            -            67
     Total current assets            -      5,143            161          (36)        5,268

Property and equipment, at cost      -      9,343            180            -         9,523
Accumulated depreciation             -     (4,049)           (47)           -        (4,096)
  Property and equipment, net        -      5,294            133            -         5,427

Goodwill                             -      1,129            304            -         1,433
Intangible assets, net               -          7            167            -           174
Other assets                         -        105             10            -           115
Intercompany (payable)
  receivable                      (937)       487            450            -             -
Investment in subsidiaries       4,848          -              -       (4,848)            -
     Total assets             $  3,911    $12,165       $  1,225     $ (4,884)      $12,417

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term debt             $      -    $   618       $      -     $      -       $   618
  Current maturities of long-
     term debt                       -        315              -            -           315
  Accounts payable                   -      1,243            106            -         1,349
  Accrued expenses                   1        925             89          (37)          978
  Income taxes payable               -         77             25            -           102
     Total current liabilities       1      3,178            220          (37)        3,362

Long-term debt                       -      4,039              2            -         4,041
Intercompany note payable
  (receivable)                       -      3,200         (3,200)           -             -
Deferred income taxes                -        660             69            -           729
Other liabilities                    -        366              9            -           375
Minority interest in subsidiary      -        475              -         (475)            -
ESOP preference shares             272          -              -            -           272
Unearned compensation             (152)      (152)             -          152          (152)
Shareowners' equity              3,790        399          4,125       (4,524)        3,790
     Total liabilities and
      shareowners' equity     $  3,911    $12,165       $  1,225     $ (4,884)      $12,417


</TABLE>



                                              8


Condensed Consolidating Financial Information (continued) -


                           Condensed Consolidating Statement of Earnings
                           For the Thirteen Weeks Ended November 2, 2002
                                             (Unaudited)
(Millions)

<TABLE>

                                           Subsidiary     Other
                                    Parent   Issuer   Subsidiaries  Eliminations Consolidated
<S>                                <C>       <C>          <C>          <C>           <C>
Revenues                           $     -   $  2,935     $    627     $    (510)    $  3,052
Cost of sales                            -      2,178          516          (475)       2,219
Selling, general, and
  administrative expenses                -        691           57           (42)         706
Division combination costs               -          6            -             -            6
Interest expense (income), net:
  External                               -         97           (1)            -           96
  Intercompany                           -         71          (72)            1            -
Equity in earnings of subsidiaries     (16)         -            -            16            -
Earnings before income taxes            16       (108)         127           (10)          25
Provision for income taxes               -        (37)          46             -            9
Net earnings                       $    16   $    (71)    $     81     $     (10)    $     16

</TABLE>





                          Condensed Consolidating Statement of Earnings
                         For the Thirty-nine Weeks Ended November 2, 2002
                                            (Unaudited)
(Millions)

<TABLE>
                                           Subsidiary     Other
                                    Parent   Issuer   Subsidiaries  Eliminations Consolidated
<S>                                <C>       <C>          <C>          <C>           <C>
Revenues                           $     -   $  8,907     $  1,433     $  (1,026)    $  9,314
Cost of sales                            -      6,446        1,124          (945)       6,625
Selling, general, and
  administrative expenses                -      2,013          178           (98)       2,093
Division combination costs               -         85            -             -           85
Interest expense (income), net:
  External                               -        266           (1)            -          265
  Intercompany                           -        213         (213)            -            -
Equity in earnings of subsidiaries    (155)         -            -           155            -
Earnings before income taxes           155       (116)         345          (138)         246
Provision for income taxes               -        (35)         126             -           91
Net earnings                       $   155   $    (81)    $    219     $    (138)    $    155


</TABLE>


                                              9



Condensed Consolidating Financial Information (continued) -


                       Condensed Consolidating Statement of Cash Flows
                       For the Thirty-nine Weeks Ended November 2, 2002
                                         (Unaudited)
(Millions)

<TABLE>
                                             Subsidiary     Other
                                      Parent   Issuer    Subsidiaries  Eliminations  Consolidated
<S>                                   <C>      <C>           <C>          <C>            <C>
Operating activities:
  Net earnings                       $   155   $    (81)     $    219     $    (138)     $    155
  Equity in earnings of subsidiaries    (155)         -             -           155             -
  Depreciation and other amortization      -        382            24             -           406
  Goodwill and intangible amortization     -          2             6             -             8
  Division combination costs               -        108             -             -           108
  Decrease in working capital             (5)      (219)           50             -          (174)
  Other, net                              95         91          (128)          (17)           41
                                          90        283           171             -           544

Investing activities:
  Net additions to property and
     equipment                             -       (569)          (29)            -          (598)
                                           -       (569)          (29)            -          (598)

Financing activities:
  Net issuances of short-term debt         -        540             -             -           540
  Net repayments of long-term debt         -       (253)            -             -          (253)
  Net(purchases)issuances of
      common stock                       (10)         8             -             -            (2)
  Dividend payments, net of
     tax benefit                        (220)         2             -             -          (218)
  Intercompany activity, net             140          -          (140)            -             -
                                         (90)       297          (140)            -            67
Increase in cash and
  cash equivalents                         -         11             2             -            13

Cash and cash equivalents,
  beginning of period                      -         36            16             -            52

Cash and cash equivalents,
  end of period                      $     -   $     47      $     18     $       -      $     65


</TABLE>



                                              10



Condensed Consolidating Financial Information (continued) -



                               Condensed Consolidating Balance Sheet
                                     As of November 3, 2001
                                           (Unaudited)


(Millions)

<TABLE>
                                        Subsidiary     Other
                                 Parent   Issuer    Subsidiaries  Eliminations  Consolidated
<S>                            <C>        <C>           <C>          <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents    $      -    $    39      $     18      $      -       $    57
  Accounts receivable, net            -      1,747            42           (37)        1,752
  Merchandise inventories             -      3,650            71             -         3,721
  Other current assets                -        106            13             -           119
     Total current assets             -      5,542           144           (37)        5,649

Property and equipment, at cost       -      8,713            93             -         8,806
Accumulated depreciation              -     (3,601)          (20)            -        (3,621)
  Property and equipment, net         -      5,112            73             -         5,185

Goodwill                              -      1,130           178             -         1,308
Intangible assets, net                -          6           156             -           162
Other assets                          -         87             3             -            90
Intercompany (payable)
  receivable                       (940)       632           308             -             -
Investment in subsidiaries        4,751          -             -        (4,751)            -
     Total assets              $  3,811    $12,509      $    862      $ (4,788)      $12,394

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Notes payable               $      -    $   880       $      -     $      -        $   880
  Current maturities of long-
     term debt                       -         88              -            -             88
  Accounts payable                   -      1,248             69            -          1,317
  Accrued expenses                  14        890             60          (37)           927
  Income taxes payable               -         88              9            -             97
     Total current liabilities      14      3,194            138          (37)         3,309

Long-term debt                       -      4,329              1            -          4,330
Intercompany note payable
  (receivable)                       -      3,200         (3,200)           -              -
Deferred income taxes                -        614              3            -            617
Other liabilities                    -        799              -         (458)           341
ESOP preference shares             289          -              -            -            289
Unearned compensation             (204)      (204)             -          204           (204)
Shareowners' equity              3,712        577          3,920       (4,497)         3,712
Total liabilities and
      shareowners' equity     $  3,811    $12,509       $    862     $ (4,788)       $12,394

</TABLE>



                                             11




Condensed Consolidating Financial Information (continued) -

                            Condensed Consolidating Statement of Earnings
                            For the Thirteen Weeks Ended November 3, 2001
                                           (Unaudited)


(Millions)

<TABLE>
                                          Subsidiary      Other
                                   Parent   Issuer    Subsidiaries  Eliminations  Consolidated
<S>                                <C>      <C>           <C>          <C>           <C>
Revenues                           $    -   $  3,132      $    559     $    (489)    $  3,202
Cost of sales                           -      2,305           467          (453)       2,319
Selling, general, and
  administrative expenses               -        710            39           (42)         707
Interest expense (income), net:
  External                              -         93            (1)            -           92
  Intercompany                          -         71           (71)            -            -
Equity in earnings of subsidiaries    (52)         -             -            52            -
Earnings before income taxes           52        (47)          125           (46)          84
Provision for income taxes              -        (15)           47             -           32
Net earnings                       $   52   $    (32)     $     78     $     (46)    $     52

</TABLE>



                            Condensed Consolidating Statement of Earnings
                          For the Thirty-nine Weeks Ended November 3, 2001
                                         (Unaudited)


(Millions)

<TABLE>
                                         Subsidiary      Other
                                  Parent   Issuer     Subsidiaries   Eliminations   Consolidated
<S>                                <C>      <C>           <C>          <C>           <C>
Revenues                           $    -   $  9,286      $  1,309     $  (1,067)    $  9,528
Cost of sales                           -      6,622         1,072          (990)       6,704
Selling, general, and
  administrative expenses               -      2,094           112           (93)       2,113
Interest expense (income), net:
  External                              -        268            (1)            -          267
  Intercompany                          -        213          (213)            -            -
Equity in earnings of subsidiaries   (272)         -             -           272            -
Earnings before income taxes          272         89           339          (256)         444
Provision for income taxes              -         47           125             -          172
Net earnings                       $  272   $     42      $    214     $    (256)    $    272

</TABLE>



                                              12

Condensed Consolidating Financial Information (continued) -

                           Condensed Consolidating Statement of Cash Flows
                           For the Thirty-nine Weeks Ended November 3, 2001
                                             (Unaudited)

(Millions)

<TABLE>
                                          Subsidiary     Other
                                   Parent   Issuer    Subsidiaries   Eliminations   Consolidated
<S>                                <C>      <C>           <C>          <C>            <C>
Operating activities:
  Net earnings                     $  272   $     42      $    214     $    (256)     $    272
  Equity in earnings of subsidiaries (275)         -             -           275             -
  Depreciation and other amortization   -        360             8             -           368
  Goodwill and other intangible
     amortization                       -         26             7             -            33
  Increase (Decrease) in
     working capital                    7       (271)           42             -          (222)
  Other, net                          295       (121)         (112)          (19)           43
                                      299         36           159             -           494

Investing activities:
  Net additions to property and
     equipment                          -       (559)          (19)            -          (578)
  Business combination                  -       (304)            -             -          (304)
                                        -       (863)          (19)            -          (882)

Financing activities:
  Net issuances of notes payable        -        880             -             -           880
  Net repayments of long-term debt      -       (165)           (2)            -          (167)
  Net (purchases)issuances of
     common stock                    (211)        11             -             -          (200)
  Dividend payments, net of
     tax benefit                     (227)         3             -             -          (224)
  Intercompany activity, net          139          -          (139)            -             -
                                     (299)       729          (141)            -           289
Decrease in cash and
  cash equivalents                      -        (98)           (1)            -           (99)

Cash and cash equivalents,
  beginning of period                   -        137            19             -           156

Cash and cash equivalents,
  end of period                    $    -   $     39      $     18      $      -      $     57

</TABLE>


                                             13



Condensed Consolidating Financial Information (continued) -



                             Condensed Consolidating Balance Sheet
                                      February 2, 2002
                                         (Unaudited)

(Millions)

<TABLE>
                                         Subsidiary     Other
                                Parent     Issuer    Subsidiaries   Eliminations   Consolidated
<S>                            <C>         <C>           <C>           <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents    $     -     $    36       $     16      $      -       $    52
  Accounts receivable, net           -       1,930             45           (37)        1,938
  Merchandise inventories            -       2,801             74             -         2,875
  Other current assets               -          43             17             -            60
     Total current assets            -       4,810            152           (37)        4,925

Property and equipment, at cost      -       8,844            152             -         8,996
Accumulated depreciation             -      (3,709)           (23)            -        (3,732)
  Property and equipment, net        -       5,135            129             -         5,264

Goodwill                             -       1,128            305             -         1,433
Intangible assets, net               -           6            173             -           179
Other assets                         -         109             10             -           119
Intercompany (payable)
  receivable                      (841)        523            318             -             -
Investment in subsidiaries       4,770           -              -        (4,770)            -
     Total assets              $ 3,929     $11,711       $  1,087      $ (4,807)      $11,920



LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term debt              $     -     $    78       $      -      $      -       $    78
  Current maturities of long-
    term debt                        -         254              1             -           255
  Accounts payable                   -         947             76             -         1,023
  Accrued expenses                   6         854             77           (37)          900
  Income taxes payable               -         263              9             -           272
     Total current liabilities       6       2,396            163           (37)        2,528

Long-term debt                       -       4,402              1             -         4,403
Intercompany note payable
  (receivable)                       -       3,200         (3,200)            -             -
Deferred income taxes                -         629             67             -           696
Other liabilities                    -         818             10          (458)          370
ESOP preference shares             286           -              -             -           286
Unearned compensation             (204)       (204)             -           204          (204)
Shareowners' equity              3,841         470          4,046        (4,516)        3,841
     Total liabilities and
      shareowners' equity      $ 3,929     $11,711       $  1,087      $ (4,807)      $11,920


</TABLE>





                                             14



Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

Net retail sales include lease department sales but exclude sales from closed
and non-replaced stores and finance charge revenues.  Store-for-store sales
compare sales of stores open during both years beginning the first day a store
has prior year sales. Lease department sales are integral to our operations
and including them in net retail sales gives us a measure of our total sales
productivity. Through the exclusion of closed and non-replaced stores, net
retail sales provide meaningful comparative data about our current store base.
Net retail sales differ from generally accepted accounting principles due to
the inclusion of lease department sales and the exclusion of sales from closed
and non-replaced stores. Consequently, net retail sales may not be comparable
to sales reported by other retailers and are not an alternative to revenues.
Net retail sales are as follows:

                                            Percent     Store-for store
                     2002        2001       Decrease       Decrease
Third quarter       $3,053      $3,182       (4.1)%        (7.3)%
First nine months    9,303       9,449       (1.5)         (4.8)

The total net retail sales decrease for the third quarter of 2002 was due to a
$231 million decrease in store-for-store sales, offset by $102 million of new
store sales. The total net retail sales decrease for the first nine months of
2002 was due to a $458 million decrease in store-for-store sales, offset by
$312 million of new store sales.

The following table presents the components of costs and expenses, as a
percent of revenues.

                                     Third Quarter      First Nine Months
                                     2002     2001         2002     2001

Revenues                            100.0%   100.0%       100.0%   100.0%
Cost of sales
  Recurring                          72.6     72.4         70.9     70.4
  Nonrecurring - division
    combination markdowns             0.1      0.0          0.2      0.0
Selling, general, and
  administrative expenses            23.1     22.1         22.5     22.2
Division combination costs            0.2      0.0          0.9      0.0
Interest expense, net                 3.2      2.9          2.9      2.8

Earnings before income taxes          0.8      2.6          2.6      4.6

Provision for income taxes           37.0*    38.8*        37.0*    38.8*

Net earnings                          0.5%     1.6%         1.7%     2.9%

* - Percent represents effective income tax rate.

Revenues include sales from all stores operating during the periods, finance
charge revenues, and lease department income.  The decrease in revenues is due
primarily to the decrease in net retail sales discussed above.




                                    15

Recurring cost of sales was $2,216 million in the 2002 third quarter, down
4.4% from $2,319 million in the 2001 third quarter.  For the first nine months
of 2002, recurring cost of sales was $6,602 million, down 1.5% from $6,704
million in the same period last year. In addition, $3 million and $23 million
of nonrecurring division combination markdowns were incurred in the third
quarter and first nine months of 2002, respectively, to conform merchandise
assortments and to synchronize pricing and promotional strategies.

As a percent of revenues, recurring cost of sales for the third quarter of
2002 increased 0.2%, principally due to a 1.3% increase in occupancy costs,
offset by a 1.1% decrease in the cost of merchandise, plus the effect of the
LIFO (last-in, first-out) cost method. For the first nine months of 2002,
recurring cost of sales as a percent of revenues increased 0.5%, principally
due to a 1.1% increase in occupancy costs, offset by a 0.6% decrease in the
cost of merchandise, plus the effect of the LIFO cost method.  Based upon
current estimates, we do not expect a LIFO provision or credit in fiscal 2002,
compared with a fiscal 2001 LIFO credit of $30 million. No LIFO provision was
recorded in the third quarter or the first nine months of 2002, compared with
a $4 million provision in the third quarter and a $20 million provision in the
first nine months of 2001.  A LIFO credit of $50 million ($.11 per share) was
recorded in the fourth quarter of 2001; no LIFO charge or credit is
anticipated in the fourth quarter of 2002.

Selling, general, and administrative expenses were $706 million in the 2002
third quarter, compared with $707 million in the 2001 third quarter, a 0.1%
decrease.  For the first nine months of 2002, selling, general, and
administrative expenses were $2,093 million compared with $2,113 million in
the same period last year, a 0.9% decrease.

Selling, general, and administrative expenses as a percent of revenues
increased 1.0% for the third quarter of 2002 as compared with 2001. The
increase was principally due to a 0.9% increase in payroll, a 0.5% increase in
advertising and a 0.2% increase in insurance costs, offset by a 0.2% decrease
in credit expense and a 0.3% decrease due to the elimination of goodwill
amortization. Selling, general, and administrative expenses as a percent of
revenues increased 0.3% for the first nine months of 2002 as compared with
2001. The increase was principally due to a 0.6% increase in payroll, a 0.2%
increase in advertising and a 0.2% increase in insurance costs, offset by a
0.5% decrease in credit expense and a 0.3% decrease due to the elimination of
goodwill amortization.

In August 2002, we combined our Kaufmann's division with our Filene's
division, and our Meier & Frank division with our Robinsons-May division.
Total nonrecurring pretax charges associated with the division combinations
for 2002 were $108 million or $.22 per share, of which $9 million or $.02 per
share were recognized in the third quarter.  The third quarter charges
consisted of $3 million as cost of sales and $6 million as other operating
expenses.

We anticipate that the division combinations will save approximately $60
million pretax or $.13 per share annually. Net earnings excluding division
combination costs for the third quarter of 2002 were $22 million or $.07 per
share. Net earnings excluding division combination costs for the first nine
months of 2002 were $223 million or $.72 per share.



                                     16



Components of net interest expense were (millions):

                                     Third Quarter        First Nine Months
                                     2002     2001          2002      2001

Interest expense                     $102    $ 100          $290     $ 290
Interest income                         -       (1)           (7)       (6)
Capitalized interest                   (6)      (7)          (18)      (17)
  Net interest expense               $ 96    $  92          $265     $ 267


Interest expense principally relates to long-term debt.  The increase in
interest expense for the third quarter in 2002 is primarily due to early debt
redemption costs of $10 million in 2002, compared to $5 million in 2001.

Short-term borrowings were (dollars in millions):

                                     Third Quarter        First Nine Months
                                      2002   2001           2002     2001

  Average balance outstanding         $287   $408           $149     $297
  Average interest rate on
    average balance                    1.8%   3.0%           1.8%     3.6%

The effective income tax rate for the third quarter and first nine months of
2002 was 37.0%, compared with 38.8% in the third quarter and first nine months
of 2001.  The rate reduction in 2002 is due to the favorable impact of
eliminating goodwill amortization, corporate structure changes, and changes in
tax regulations.

Operating results, excluding division combination costs, for the trailing
twelve months were (millions, except per share):

                                                       Nov. 2,      Nov. 3,
                                                        2002         2001  (a)

  Revenues                                           $  13,961     $ 14,532
  Net earnings                                             654          790
  Diluted earnings per share                              2.08         2.44

  (a)- Includes 53 weeks.

Financial Condition

Cash Flows.  Cash flows from operations were $544 million and $494 million in
the first nine months of 2002 and 2001, respectively.  The increase in current
year cash flows is primarily due to changes in working capital accounts offset
by lower earnings.

Liquidity, Available Credit, and Debt Ratings.  We finance our activities
primarily with cash flows from operations, borrowings under credit facilities
and issuances of long-term debt.  We can borrow up to $1.0 billion under our
credit agreements.  In addition, we have filed with the Securities and
Exchange Commission a shelf registration statement that enables us to issue up
to $525 million of debt securities.

Our bonds are rated A2 by Moody's Investors Service, Inc. and A by Standard &
Poor's Corporation.  Our commercial paper is rated P1 by Moody's and A1 by
Standard & Poor's.  Our senior unsecured bank credit agreement is rated A1 by
Moody's.



                                     17



Effective October 1, 2002, we redeemed all of our 8-3/8% debentures due in
2022.  The redemption price for the $200 million debentures was $1,040.44 for
each $1,000 in principal plus accrued interest.  This debt redemption resulted
in a $10 million charge or $.02 per share in the third quarter of 2002.

Financial Ratios. Key financial ratios for the periods indicated are as
follows:

                                         Nov. 2,      Nov. 3,        Feb. 2,
                                          2002         2001           2002

Current Ratio                               1.6          1.7            1.9
Debt-Capitalization Ratio                    53%          55%            51%
Fixed Charge Coverage*                      3.1x         3.5x           3.5x

  * Fixed charge coverage, which is presented for the 52 weeks ended November
    2, 2002, November 3, 2001, and February 2, 2002, is defined as earnings
    before division combination costs and gross interest expense, the expense
    portion of interest on the ESOP debt, rent expense and income taxes
    divided by gross interest expense, interest expense on the ESOP debt, and
    total rent expense.

Recent Sales Results and Other Developments

Sales for the four-week period ending November 30, 2002 were $1.30 billion, a
5.8% decrease from $1.37 billion in the similar period last year. Store-for-
store sales decreased 7.9%. Sales for the first ten months of fiscal 2002 were
$10.60 billion, a 2.1% decrease, compared with $10.82 billion during the first
ten months of fiscal 2001.  Store-for-store sales decreased 5.2%.

Effective February 2, 2003, we will begin expensing the fair value of employee
stock options. In accordance with Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation," we will adopt the
fair value method prospectively.  The expense associated with stock options is
expected to be $.01 to $.02 per share in 2003, growing to approximately $.08
per share by 2006.

Impact of New Accounting Pronouncements

In the first quarter of fiscal 2002, we adopted SFAS No. 142, "Goodwill and
Other Intangible Assets," which eliminates goodwill amortization and
prescribes a new approach for assessing potential goodwill impairments. Our
assessment of potential goodwill impairments under SFAS No. 142 did not
identify any impairment.  In the third quarter of fiscal 2001, selling,
general, and administrative expenses included $10 million of goodwill
amortization expense, which decreased net earnings by $8 million.  In the
first nine months of fiscal 2001, selling, general, and administrative
expenses included $29 million of goodwill amortization expense, which
decreased net earnings by $25 million.

In fiscal 2002, we adopted SFAS No. 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 eliminates the requirement to classify gains and losses from the
extinguishment of indebtedness as extraordinary, requires certain lease
modifications to be treated the same as a sale-leaseback transaction, and
makes other non-substantive technical corrections to existing pronouncements.
The impact of adopting this statement was the reclassification of the 2001
extraordinary loss of $3 million (net of $2 million in taxes) to interest
expense and income taxes, and the classification of early debt redemption
costs of $10 million as interest expense in the current year related to the
early redemption of our $200 million 8-3/8% debentures.


                                     18

In July 2002, SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" was issued.  SFAS No. 146 changes the timing of when
certain costs associated with restructuring activities may be recognized. SFAS
No. 146 is effective for exit or disposal activities, initiated after December
31, 2002. Since our division combinations were initiated in May 2002, all
related costs were recorded in accordance with prior rules.

In November 2002, the Emerging Issues Task Force (EITF) reached a consensus on
Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Cash
Consideration Received from a Vendor." EITF Issue No. 02-16 provides guidance
on how cash consideration received by a customer or reseller should be
classified in the customer's statement of earnings. We do not expect
EITF Issue No. 02-16 to have a material impact on our consolidated financial
position or operating results.

Forward-looking Statements

Management's Discussion and Analysis contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995. While such
statements reflect all available information and management's judgment and
estimates of current and anticipated conditions and circumstances and are
prepared with the assistance of specialists within and outside the company,
there are many factors outside of our control that have an impact on our
operations. Such factors include, but are not limited to: competitive changes,
general and regional economic conditions, consumer preferences and spending
patterns, availability of adequate locations for building or acquiring new
stores, our ability to hire and retain qualified associates and our ability to
manage the business to minimize the disruption of sales and customer service
as a result of the division combinations.  Because of these factors, actual
performance could differ materially from that described in the forward-looking
statements.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk.

Our exposure to market risk primarily arises from changes in interest rates on
short-term debt. Short-term debt has generally been used to finance seasonal
working capital needs resulting in minimal exposure to interest rate
fluctuations.  Long-term debt is at fixed interest rates.  Our merchandise
purchases are denominated in United States dollars.  Operating expenses of our
international offices located outside the United States are generally paid in
local currency and are not material.  During the first nine months of fiscal
2002 and fiscal 2001, we did not enter into any derivative financial
instruments.

Item 4 - Disclosure Controls and Procedures.

Within the 90-day period prior to the filing of this report, we carried out an
evaluation, under the supervision and with the participation of the company's
management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities
Exchange Act of 1934, as amended). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures are effective. There have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date the controls were
evaluated.



                                      19

                         PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     The company is involved in claims, proceedings, and litigation arising
     from the operation of its business.  The company does not believe any
     such claim, proceeding, or litigation, either alone or in the aggregate,
     will have a material adverse effect on the company's financial position
     or results of operations.

Item 2 - Changes in Securities - None.

Item 3 - Defaults Upon Senior Securities - None.

Item 4 - Submission of Matters to a Vote of Security Holders - None.

Item 5 - Other Information - None.

Item 6 - Exhibits and Reports on Form 8-K

  (a)   Exhibits

         (12) -  Computation of Ratio of Earnings to Fixed Charges

  (b)   Reports on Form 8-K - None.





                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          THE MAY DEPARTMENT STORES COMPANY
                                                   (Registrant)

Date:  December 6, 2002

                                             /s/ Thomas D. Fingleton
                                             Thomas D. Fingleton
                                             Executive Vice President and
                                             Chief Financial Officer


                                    20



                                CERTIFICATIONS

I, Eugene S. Kahn, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of The May
      Department Stores Company;

2.    Based on my knowledge, this quarterly report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances
      under which such statements were made, not misleading with respect to
      the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in
      this quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      we have:

      a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          quarterly report is being prepared;

      b)  evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

      c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based
      on our most recent evaluation, to the registrant's auditors and the
      audit committee of registrant's board of directors (or persons
      performing the equivalent function):

      a)  all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and

      b)  any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in
      internal controls or in other factors that could significantly affect
      internal controls subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to significant
      deficiencies and material weaknesses.



Date: December 6, 2002                    /s/ Eugene S. Kahn
                                          Eugene S. Kahn
                                          Chairman of the Board and
                                          Chief Executive Officer



                                21

I, Thomas D. Fingleton, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of The May
      Department Stores Company;

2.    Based on my knowledge, this quarterly report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances
      under which such statements were made, not misleading with respect to
      the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in
      this quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      we have:

      a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          quarterly report is being prepared;

      b)  evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

      c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based
      on our most recent evaluation, to the registrant's auditors and the
      audit committee of registrant's board of directors (or persons
      performing the equivalent function):

      a)  all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and

      b)  any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in
      internal controls or in other factors that could significantly affect
      internal controls subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to significant
      deficiencies and material weaknesses.



Date: December 6, 2002                    /s/ Thomas D. Fingleton
                                          Thomas D. Fingleton
                                          Executive Vice President and
                                          Chief Financial Officer




                                  22

       In connection with the Quarterly Report of The May
Department Stores Company (the "Company") on Form 10-Q for the
period ending November 2, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), we, Eugene
S. Kahn, Chairman of the Board and Chief Executive Officer, and
Thomas D. Fingleton, Executive Vice President and Chief Financial
Officer of the Company, each certify, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350, as adopted),
that:

       1.  The Report fully complies with the requirements of
           section 13(a) or section 15(d) of the Securities
           Exchange Act of 1934, and

       2.  The information contained in the Report fairly
           presents, in all material respects, the financial
           condition and results of operations of the Company.

Dated:   December 6, 2002



     /s/  Eugene S. Kahn                  /s/ Thomas D. Fingleton
     Eugene S. Kahn                       Thomas D. Fingleton
     Chairman of the Board and            Executive Vice President and
     Chief Executive Officer              Chief Financial Officer











                                     23




<TABLE>
                                                                                                 Exhibit 12

                                   THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                                    COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                              FOR THE FIVE FISCAL YEARS ENDED FEBRUARY 2, 2002 AND FOR THE
                             THIRTY-NINE WEEKS ENDED NOVEMBER 2, 2002 AND NOVEMBER 3, 2001


(Dollars in millions)

                                           39 Weeks Ended                   Fiscal Year Ended
                                          Nov. 2,  Nov. 3,   Feb. 2,   Feb. 3,  Jan. 29,  Jan. 30, Jan. 31,
                                           2002     2001      2002      2001      2000      1999     1998
<S>                                      <C>       <C>        <C>       <C>       <C>       <C>      <C>
Earnings Available for Fixed Charges:
Pretax earnings from continuing
  operations                              $  246   $  444   $ 1,139   $ 1,402   $ 1,523    $1,395   $1,273
Fixed charges (excluding interest
  capitalized and pretax preferred
  stock dividend requirements)               310      311       411       406       346       344      368
Dividends on ESOP preference shares          (16)     (16)      (22)      (23)      (24)      (25)     (25)
Capitalized interest amortization              7        6         8         8         7         7        6
                                             547      745     1,536     1,793     1,852     1,721    1,622

Fixed Charges:
Gross interest expense (a)                $  301   $  304   $   401   $   395   $   340    $  339   $  359
Interest factor attributable to
  rent expense                                27       24        32        28        22        21       23
                                             328      328       433       423       362       360      382
atio of Earnings to Fixed Charges            1.7      2.3       3.5       4.2       5.1       4.8      4.2


(a)  Represents interest expense on long-term and short-term debt, ESOP debt and amortization of debt
     discount and debt issue expense.

</TABLE>