<PAGE>
                        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 1, 1997

                                        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. 
231,241,014 shares of common stock, $0.50 par value, as of November
1, 1997.








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

(Millions)
                                               Nov. 1,      Nov. 2,     Feb. 1,
ASSETS                                          1997         1996        1997   

Current Assets:
   Cash and cash equivalents                $      23    $     143   $      102 
   Accounts receivable, net                     1,957        2,199        2,425
   Merchandise inventories                      3,102        2,951        2,380
   Other current assets                           135          173          128
      Total Current Assets                      5,217        5,466        5,035

Property and Equipment, at cost                 6,720        6,275        6,372
Accumulated Depreciation                       (2,495)      (2,127)      (2,213)
   Net Property and Equipment                   4,225        4,148        4,159

Goodwill                                          757          780          776
Other Assets                                       82           95           89

      Total Assets                          $  10,281    $  10,489   $   10,059


LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities:
   Notes payable and current
      maturities of long-term debt          $     560    $     269   $      256 
   Accounts payable                             1,323        1,260          872
   Accrued expenses                               734          783          658
   Income taxes                                    14            4          137
      Total Current Liabilities                 2,631        2,316        1,923

Long-term Debt                                  3,517        3,878        3,849

Deferred Income Taxes                             425          375          401 

Other Liabilities                                 228          216          223

ESOP Preference Shares                            341          349          347

Unearned Compensation                            (319)        (331)        (334)

Shareowners' Equity                             3,458        3,686        3,650 

      Total Liabilities and 
        Shareowners' Equity                 $  10,281    $  10,489   $   10,059


            The accompanying notes to condensed consolidated financial
              statements are an integral part of this balance sheet.






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

(Millions, except per share)           13 Weeks Ended         39 Weeks Ended    
                                     Nov. 1,     Nov. 2,    Nov. 1,     Nov. 2,
                                      1997        1996       1997        1996   

Net Retail Sales                   $    2,894  $   2,749  $    8,138  $    7,569

Revenues                           $    2,969  $   2,855  $    8,393  $    7,899
Cost of sales                           2,097      2,004       5,899       5,532
Selling, general and
  administrative expenses                 599        581       1,713       1,620
Interest expense, net                      74         73         226         201
Earnings from continuing
  operations before income
  taxes                                   199        197         555         546
Provision for income taxes                 79         79         221         220
  
Net earnings from:
  Continuing operations                   120        118         334         326
  Discontinued operation                    -          -           -          11
Net earnings before
  extraordinary loss                      120        118         334         337
Extraordinary loss related to
  early extinguishment
  of debt                                   -          -          (4)          -

Net Earnings                       $      120  $     118  $      330  $      337
                                     
Primary earnings per share:
Continuing operations              $      .50  $     .45  $     1.37  $     1.25
Discontinued operation                      -          -           -         .05
Extraordinary loss                          -          -        (.01)          -
Primary Earnings per Share         $      .50  $     .45  $     1.36  $     1.30

Fully diluted earnings 
  per share:
Continuing operations              $      .48  $     .44  $     1.32  $     1.21
Discontinued operation                      -          -           -         .04
Extraordinary loss                          -          -        (.01)          -
Fully Diluted Earnings 
  per Share                        $      .48  $     .44  $     1.31  $     1.25
                                                                              
Dividends Paid per 
  Common Share                     $      .30  $     .29  $      .90  $  .86-1/2

Primary Average Shares
  Outstanding and
   Equivalents                          233.1      250.1       234.2       250.8
                                               
Fully Diluted Average Shares 
  Outstanding and
   Equivalents                          248.3      264.5       249.9       265.3

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



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

(Millions)                                                    39 Weeks Ended    
                                                          Nov. 1,     Nov. 2,
                                                           1997        1996   
Operating Activities:
  Net earnings and depreciation/amortization           $      634   $      585 
  Decrease in working capital (excluding
     cash, cash equivalents and short-term
     debt)                                                    142           88 
  Other assets and liabilities, net                            30           (9)
     
                                                              806          664 

Investing Activities:
  Net additions to property and equipment                    (349)        (461)

Financing Activities:
  Net issuances of notes payable                              327            -
  Net issuances (repayments) of long-term debt               (334)         260 
  Net acquisitions of treasury stock                         (305)        (237)
  Dividend payments, net of tax benefit                      (224)        (242)

                                                             (536)        (219)


Decrease in Cash and Cash Equivalents                  $      (79)  $      (16)

Noncash financing activities for the 39 weeks ended November 2,
1996 include the distribution of $764 million of equity in the
spin-off of Payless ShoeSource, Inc. and the acquisition of the
former Strawbridge & Clothier stores for shares of May valued at
$192 million and the assumption of $255 million of debt and certain
other liabilities.

                                                                                

Cash paid during the period:

  Interest                                               $      240   $      206
  Income Taxes                                                  356          316
                                                                                



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









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                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 21-27) in the 1996 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 full fiscal year.  

Inventories.  Merchandise inventories are stated on the LIFO (last-
in, first-out) cost basis.  The LIFO provision for the third
quarter was $4 million in 1997 compared with no provision in 1996. 
The year-to-date LIFO provision was $20 million in 1997 and $16
million in 1996.

Common Stock Repurchase Programs.  During May, 1997, registrant
completed a $300 million stock repurchase program, totaling 6.4
million shares of May common stock at an average price of $47 per
share.  This was in addition to a $600 million repurchase program,
totaling 12.7 million shares at an average price of $47 per share,
completed in the second half of 1996.

Discontinued Operation.  Registrant completed the spin off of
Payless ShoeSource, Inc. ("Payless"), its chain of self-service
family shoe stores, effective May 4, 1996, as a tax-free
distribution to shareowners.  Registrant's financial statements
presented herein reflect Payless as a discontinued operation.

Acquisition.  On July 18, 1996, the company purchased 13 former
Strawbridge & Clothier department stores in the greater
Philadelphia area.  The company delivered 4.5 million shares of May
common stock and assumed $255 million of debt and certain other
liabilities in exchange for the Strawbridge & Clothier department
store assets.

Extraordinary Item.  During the first quarter of 1997, registrant
recorded an after tax extraordinary loss of $4 million ($5 million
pretax), or $.01 per share, due to the execution of a binding
contract related to the call of $100 million of 9.875% debentures
due to mature June 1, 2017.  The debentures were called effective
June 6, 1997.









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Summarized Financial Information - 3rd Quarter; The May Department
Stores Company, New York.  Summarized financial information of The
May Department Stores Company, New York, is set forth below.

                                  November 1,      November 2,     February 1,
                                     1997             1996            1997    

Balance Sheet

   Current assets                  $  5,216         $  5,466        $  5,035
   Noncurrent assets                  6,380            5,575           5,970
   Current liabilities                2,665            2,375           1,959
   Noncurrent liabilities             7,369            7,669           7,673

                                 13 Weeks Ended           39 Weeks Ended  
                                Nov. 1,      Nov. 2,     Nov. 1,       Nov. 2,
                                 1997         1996        1997          1996    

Statement of Earnings

   Revenues                      2,969       2,855        8,393          7,899
   Cost of sales                 2,097       2,004        5,899          5,532
   Earnings from
    continuing operations
    before extraordinary
    item                            74          78          193            285
   Net earnings                     74          78          189            285

Impact of New Accounting Pronouncement.  In February, 1997
Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share", was issued which will change the computation
of earnings per share (EPS) as well as the disclosures required. 
This pronouncement is effective for interim and annual reporting
periods ending after December 15, 1997.  Early application is not
permitted.  Registrant, however, does not expect this pronouncement
to have a material effect on its earnings per share amounts when it
is adopted.  Application of SFAS No. 128 to the third quarter of
1997 and year-to-date 1997 would have resulted in basic EPS and
diluted EPS amounts equal to the primary and fully diluted earnings
per share amounts computed under APB Opinion No. 15, the current
standard.

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

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

Financial Condition

A summary of key financial information reflecting the completion of
the spin-off of Payless in all periods indicated is as follows:






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Financial Condition (cont.)
                                              Nov. 1,      Nov. 2,      Feb. 1,
                                               1997         1996         1997   

Current Ratio                                   2.0          2.4          2.6
Debt-Capitalization Ratio                        49%          48%          48%  
Fixed Charge Coverage*                          3.9x         4.0x         4.1x

 *  Fixed charge coverage, which is presented for the trailing 52
    weeks ended November 1, 1997, February 1, 1997, and November 2,
    1996, is defined as earnings before 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, total rent expense and the pretax equivalent
    of dividends on redeemable stock.

Registrant's third quarter 1997 current ratio decreased as compared
with year-end 1996 and third quarter 1996 primarily due to an
increase in notes payable to fund seasonal working capital
requirements and a decrease in accounts receivable resulting from
both the seasonal nature of registrant's business and a decreased
rate of use of its proprietary credit cards.  The impact of the
increase in merchandise inventories was offset by a corresponding
increase in accounts payable.  

The third quarter 1997 debt-capitalization ratio increased slightly
over both the year-end 1996 and third quarter 1996 principally due
to the decrease in shareowners' equity resulting from registrant's
common stock repurchase programs.

Registrant's fixed charge coverage ratio for the 52 weeks ended
November 1, 1997 decreased slightly as compared with the 52 week
periods ended November 2, 1996 and February 1, 1997 due primarily
to an increase in interest expense, partially offset by an
increased level of earnings.  The increase in interest expense for
the 52 week periods ended November 1, 1997 and February 1, 1997 was
due to higher average debt balances related to 1996 borrowings to
finance registrant's $600 million common stock repurchase program
and common stock repurchases for shares issued to acquire certain
assets of Strawbridge & Clothier, and debt assumed in the
Strawbridge & Clothier transaction.

Results of Operations

Net retail sales represent the sales of stores operating at the end
of the latest period.  They exclude finance charge revenue and the
sales of stores which have been closed and not replaced.  Sales
percent increases are as follows:

               Third Quarter                           First Nine Months     
                          Store-for-                             Store-for-
         Total               Store                 Total            Store    
          5.3%                  3.1%                7.5%               3.2%

Store-for-store sales represent sales of those stores open during
both periods.




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The following table presents the components of costs and expenses,
as a percent of revenues.  Revenues include finance charge revenues
and all sales from all stores operating during the period.

                                        Third Quarter        First Nine Months 
                                        1997     1996          1997      1996

Cost of sales                           70.6%    70.2%         70.3%     70.0%
Selling, general and
  administrative expenses               20.2     20.4          20.4      20.5  
Interest expense, net                    2.5      2.5           2.7       2.6  

Earnings before income taxes             6.7%     6.9%          6.6%      6.9%

Effective income tax rate               39.6%    40.0%         39.9%     40.4%
                                       
Net Earnings                             4.0%     4.1%          4.0%      4.1%

Cost of sales was $2,097 million in the 1997 third quarter, up 4.7%
from $2,004 million in the 1996 third quarter.  For the first nine
months of 1997, cost of sales was $5,899 million, a 6.6% increase
from $5,532 million in the 1996 period.  The overall increases are
primarily related to higher sales.  As a percent of revenues, cost
of sales increased 0.4% and 0.3% for the third quarter and first
nine months of 1997, respectively.  The impact of a decrease in the
finance charge component of revenues, a higher 1997 LIFO provision
and a deterioration in gross margin was partially offset by
efficiencies in buying and occupancy costs.  The finance charge
component of revenues decreased 9.5% and 4.5% in the third quarter
and first nine months of 1997, respectively, with no corresponding
decrease in cost of sales.  The LIFO charge for the 1997 third
quarter was $4 million compared with no charge in 1996.  The LIFO
charge for the first nine months of 1997 was $20 million compared
with $16 million for 1996.  

Selling, general and administrative expenses were $599 million in
the 1997 third quarter, compared with $581 million in the 1996
third quarter, a 3.0% increase.  For the first nine months of 1997,
selling, general and administrative expenses were $1,713 million
compared with $1,620 million in the 1996 period, a 5.7% increase. 
The increases are primarily related to higher sales.  Selling,
general and administrative expenses, as a percent of revenues,
decreased 0.2% and 0.1% for the 1997 third quarter and first nine
months, respectively, due primarily to a decrease in credit expense
partially offset by higher payroll costs.











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<PAGE>
Net interest expense for the third quarter and first nine months of
1997 and 1996 was as follows (millions):

                                       Third Quarter           First Nine Months

                                       1997     1996           1997       1996

Interest expense                       $  79    $  82          $ 244     $ 223
Interest income                           (2)      (5)            (8)      (12)
Capitalized interest                      (3)      (4)           (10)      (10)
  Net Interest Expense                 $  74    $  73          $ 226     $ 201

Interest expense decreased in the 1997 third quarter due to lower
average debt balances resulting principally from debt repayments of
$300 million during the first six months of 1997 partially offset
by an increase in notes payable.  Interest expense increased in the
first nine months of 1997 due to increased average debt balances
related to 1996 borrowings to finance registrant's common stock
purchases, including the purchase of the number of shares issued to
acquire certain assets of Strawbridge & Clothier and debt assumed
in the Strawbridge & Clothier transaction.

The 1997 third quarter and first nine months effective income tax
rates decreased as registrant realized a benefit from its 1996
second quarter reincorporation in the state of Delaware.

Operating results for the trailing years were as follows (millions,
except per share):
                                                             52 Weeks Ended     
                                                          Nov. 1,       Nov 2,
                                                           1997          1996   

   Net retail sales                                     $   12,115    $   11,168

   Revenues                                             $   12,494    $   11,629

   Net earnings                                         $      757    $      722

   Fully diluted earnings per share                     $     2.93    $     2.69


                THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                            PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

   There are no material pending legal proceedings, other than
   ordinary routine litigation incidental to the business, to which
   registrant or any of its subsidiaries is a party or of which any
   of their property is the subject.

Item 2 - Changes in Securities - None.

Item 3 - Defaults Upon Senior Securities - None.




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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

         (11)    - Computation of Net Earnings Per Share
         (12)    - Computation of Ratio of Earnings to Fixed Charges
         (27)    - Financial Data Schedule

   (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 11, 1997


                                                                                
                                             John L. Dunham
                                      Executive Vice President and
                                         Chief Financial Officer





















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