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 May 3, 2003

                                      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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).                           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. 288,464,743 common stock,
$.50 par value, as of May 3, 2003



                                          1

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

(millions)

                                          May 3,      May 4,       Feb. 1,
ASSETS                                      2003        2002          2003

                                    <c>         <c>          <c>
Current assets:
  Cash and cash equivalents            $       78  $       61   $       55
  Accounts receivable, net                  1,536       1,690        1,741
  Merchandise inventories                   3,172       3,141        2,857
  Other current assets                         79          61           69
     Total current assets                   4,865       4,953        4,722

Property and equipment, at cost             9,383       9,101        9,205
Accumulated depreciation                   (3,872)     (3,841)      (3,739)
  Property and equipment, net               5,511       5,260        5,466

Goodwill                                    1,441       1,433        1,441
Intangible assets, net                        174         179          176
Other assets                                  131         119          131

     Total assets                      $   12,122  $   11,944   $   11,936


LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities:
  Short-term debt                      $      390  $       77   $      150
  Current maturities of
    long-term debt                            170         263          139
  Accounts payable                          1,191       1,269        1,099
  Accrued expenses                            968         844        1,014
  Income taxes payable                        101          96          264
     Total current liabilities              2,820       2,549        2,666

Long-term debt                              3,936       4,336        4,035

Deferred income taxes                         794         706          710

Other liabilities                             368         368          377

ESOP preference shares                        257         283          265

Unearned compensation                         (91)       (152)        (152)

Shareowners' equity                         4,038       3,854        4,035

     Total liabilities and
        shareowners' equity            $   12,122  $   11,944   $   11,936


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

</Table>
                                          2


<Page>
<Table>
              THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                  (Unaudited)



(millions, except per share)                                13 Weeks Ended
                                                           May 3,     May 4,
                                                             2003       2002

                                                      <c>        <c>
Net sales                                                $  2,873   $  3,096
Cost of sales                                               2,088      2,203
Selling, general, and
 administrative expenses                                      640        658
Division combination costs                                      -         40
Interest expense, net                                          80         83

Earnings before income taxes                                   65        112

Income tax (benefit) provision                                 (7)        42

Net earnings                                             $     72   $     70


Basic earnings per share                                 $    .23   $    .23
Diluted earnings per share                               $    .23   $    .23

Dividends paid per common share                          $    .24   $.23-3/4

Weighted average shares outstanding:
 Basic                                                      289.8      287.7
 Diluted                                                    307.3      308.9




          The accompanying notes to condensed consolidated financial
              statements are an integral part of these statements.
</Table>














                                          3





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

(millions)                                                  13 Weeks Ended
                                                           May 3,     May 4,
                                                             2003       2002

                                                     <c>         <c>
Operating Activities:
 Net earnings                                           $      72   $     70
 Depreciation and other amortization                          136        130
 Goodwill and intangible amortization                           2          3
 Division combination costs                                     -         40
 Working capital changes:
    Accounts receivable, net                                  205        247
    Merchandise inventories                                  (315)      (266)
    Other current assets                                       (5)        (1)
    Accounts payable                                           92        246
    Accrued expenses                                          (42)       (74)
    Income taxes payable                                      (63)      (176)
 Other, net                                                   (28)         5

Cash flows from operations                                     54        224

Investing Activities:
 Net additions to property and equipment                     (186)      (144)

Cash flows used for investing activities                     (186)      (144)

Financing Activities:
 Net issuances (repayments):
    Short-term debt                                           240         (1)
    Long-term debt                                             (8)        (9)
 Net (purchases) issuances of common stock                     (4)        12
 Dividend payments                                            (73)       (73)

Cash flows provided by (used for) financing activities        155        (71)

Increase in cash and cash equivalents                          23          9

Cash and cash equivalents,
    beginning of period                                        55         52

Cash and cash equivalents,
    end of period                                       $      78   $     61

Cash paid during the period:

 Interest                                               $     104   $    105
 Income taxes                                                  76        203


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

</Table>



                                          4
<Page>

              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 2002 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 Combination Costs.  In 2002, we incurred costs of $114 million or
$0.24 per share for division combinations, of which $40 million or $0.08 per
share were recorded in the first quarter of 2002.  The significant components
of the division combination costs and status of the related liability are
summarized below:


<Table>
(millions)               Total     Balance at            Non-cash   Balance at
                        Charge   Feb. 1, 2003  Payments      Uses  May 3, 2003

                      <c>            <c>       <c>       <c>           <c>
Severance and
 relocation benefits     $  59           $ 17     $   9     $   -         $  8
Inventory alignment         23              -         -         -            -
Central office closure      15              -         -         -            -
Other                       17              7         1         4            2
  Total                  $ 114           $ 24     $  10     $   4         $ 10

</Table>

Income Taxes.  First-quarter 2003 income taxes are a net benefit because the
company recorded a $31 million tax credit upon the resolution of various
federal and state income tax issues.  Excluding the $31 million tax credit,
the company's 2003 estimated effective tax rate is 37.0%.

Inventories.  Merchandise inventories are principally valued at the lower of
LIFO (last-in, first-out) cost basis or market using the retail method. No
LIFO provision or credit was recorded in first quarter of 2003 or 2002.

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

Earnings per Share.  The following table reconciles 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).


<Table>
                                             13 Weeks Ended
                                May 3, 2003                  May 4, 2002
                        Earnings   Shares     EPS    Earnings   Shares      EPS

                      <c>        <c>    <c>        <c>               <c>
Net earnings             $    72                      $    70
ESOP preference
 shares' dividends            (5)                          (4)
Basic EPS                     67    289.8  $ 0.23          66    287.7  $  0.23

ESOP preference shares         4     17.5                   4     19.0
Assumed exercise of
 options (treasury
 stock method)                 -        -                   -      2.2
Diluted EPS              $    71    307.3  $ 0.23     $    70     08.9  $  0.23


</Table>
                                          5

<Page>

Stock Option and Stock-Related Plans.  Effective February 2, 2003, the company
adopted the fair value recognition provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation."
The company adopted SFAS No. 123 using the prospective transition method, under
which all stock-based compensation granted after February 2, 2003 is expensed
using the fair value method.  There were no stock option grants or related
expense in the first quarter of 2003.

Stock option expense is recorded over each option grant's vesting period,
usually four years.  Therefore, the cost related to stock-based employee
compensation included in the determination of net earnings using the prospective
method of transition is less than if the fair value method had been applied to
all awards since the issuance of SFAS No. 123.  The following table illustrates
the pro forma effect on first quarter 2003 and 2002 net earnings and earnings
per share if the fair value based method had been applied to all outstanding
unvested grants.

<Table>
(millions)                                                  13 Weeks Ended
                                                          May 3,     May 4,
                                                            2003       2002

                                                     <c>        <c>
Net earnings, as reported                               $     72   $     70
Add:     Compensation expense related to
          employee stock options included
          in net earnings, net of tax                          -          -
Deduct:  Total compensation expense related
          to employee stock options determined
          under fair value based method for all
          awards, net of tax                                  (7)        (4)
Pro forma net earnings                                  $     65   $     66

Earnings per share:
  Basic - as reported                                   $   0.23   $   0.23
  Basic - pro forma                                         0.21       0.21

  Diluted - as reported                                 $   0.23   $   0.23
  Diluted - pro forma                                       0.21       0.21

</Table>

Lease Obligations.  The company is a guarantor with respect to certain lease
obligations of previously divested businesses. The leases, two of which include
potential extensions to 2087, have future minimum lease payments aggregating
approximately $850 million, and are offset by payments from existing tenants
and subtenants. In addition, the company is liable for other expenses related
to the above leases, such as property taxes and common area maintenance, which
are also payable by the current tenants and subtenants. Potential liabilities
related to these guarantees are subject to certain defenses by the company.
The company believes that the risk of significant loss from these lease
obligations is remote.

Impact of New Accounting Pronouncements.  In May 2003, the Financial Accounting
Standards Board (FASB) issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity."  SFAS No. 150
establishes standards that require companies to classify certain financial
instruments as liabilities that were previously classified as equity.  SFAS No.
150 is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003.  The company does not expect SFAS No. 150
to have a material impact on its consolidated financial position or operating
results.


                                          6



<Page>
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 May 3, 2003, May 4, 2002, and
February 1, 2003 and the related condensed consolidating statements of
earnings and cash flows for the thirteen-week periods ended May 3, 2003 and
May 4, 2002 are presented below.


<Table>
                        Condensed Consolidating Balance Sheet
                                     May 3, 2003
                                     (Unaudited)

(millions)

                                         Subsidiary     Other
                                Parent     Issuer    Subsidiaries   Eliminations    Consolidated
ASSETS

                           <c>         <c>           <c>             <c>             <c>
Current assets:
  Cash and cash equivalents   $      -    $    50       $     28        $      -        $    78
  Accounts receivable, net           -      1,527             45             (36)         1,536
  Merchandise inventories            -      3,078             94               -          3,172
  Other current assets               -         53             26               -             79
     Total current assets            -      4,708            193             (36)         4,865

Property and equipment, at cost      -      9,188            195               -          9,383
Accumulated depreciation             -     (3,817)           (55)              -         (3,872)
  Property and equipment, net        -      5,371            140               -          5,511

Goodwill                             -      1,129            312               -          1,441
Intangible assets, net               -          6            168               -            174
Other assets                         -        122              9               -            131
Intercompany (payable)
  receivable                      (710)       299            411               -              -
Investment in subsidiaries       4,915          -              -          (4,915)             -
     Total assets             $  4,205    $11,635       $  1,233        $ (4,951)       $12,122

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term debt             $      -    $   390       $      -        $      -        $   390
  Current maturities of long-
     term debt                       -        170              -               -            170
  Accounts payable                   -      1,121             70               -          1,191
  Accrued expenses                   1        906             97             (36)           968
  Income taxes payable               -         66             35               -            101
     Total current liabilities       1      2,653            202             (36)         2,820

Long-term debt                       -      3,935              1               -          3,936
Intercompany note payable
  (receivable)                       -      3,200         (3,200)              -              -
Deferred income taxes                -        730             64               -            794
Other liabilities                    -        836             10            (478)           368
ESOP preference shares             257          -              -               -            257
Unearned compensation              (91)       (91)             -              91            (91)
Shareowners' equity              4,038        372          4,156          (4,528)         4,038
     Total liabilities and
     shareowners' equity      $  4,205    $11,635       $  1,233        $ (4,951)       $12,122


</Table>
                                           7








<Page>
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued) -

<Table>
                                        Condensed Consolidating Statement of Earnings
                                           For the Thirteen Weeks Ended May 3, 2003
                                                          (Unaudited)

(millions)
                                            Subsidiary   Other
                                   Parent     Issuer  Subsidiaries  Eliminations    Consolidated

                                <c>      <c>           <c>          <c>              <c>
Net sales                          $    -   $  2,705      $    420     $    (252)       $  2,873
Cost of sales                           -      2,028           312          (252)          2,088
Selling, general, and
  administrative expenses               -        581            65            (6)            640
Interest expense (income), net:
  External                              -         80             -             -              80
  Intercompany                          -         71           (71)            -               -
Equity in earnings of subsidiaries    (72)         -             -            72               -
Earnings before income taxes           72        (55)          114           (66)             65
Income tax (benefit) provision          -        (49)           42             -              (7)
Net earnings (loss)                $   72   $     (6)     $     72     $     (66)       $     72


</Table>

<Table>
                                        Condensed Consolidating Statement of Cash Flows
                                           For the Thirteen Weeks Ended May 3, 2003
                                                           (Unaudited)
(millions)
                                             Subsidiary    Other
                                   Parent      Issuer  Subsidiaries    Eliminations  Consolidated

                                <c>      <c>            <c>            <c>             <c>
Operating activities:
  Net earnings                     $   72   $     (6)      $     72       $     (66)      $    72
  Equity in earnings of subsidiaries  (72)         -              -              72             -
  Depreciation and other amortization   -        130              6               -           136
  Goodwill and intangible amortization  -          -              2               -             2
  Increase in working capital          (5)      (112)           (10)             (1)         (128)
  Other, net                           39        (65)             3              (5)          (28)
                                       34        (53)            73               -            54

Investing activities:
  Net additions to property and
     equipment                          -       (171)           (15)              -          (186)
                                        -       (171)           (15)              -          (186)

Financing activities:
  Net issuances of short-term debt      -        240              -               -           240
  Net repayments of long-term debt      -         (8)             -               -            (8)
  Net (purchases) issuances
     of common stock                   (9)         5              -               -            (4)
  Dividend payments                   (73)         -              -               -           (73)
  Intercompany activity, net           48          -            (48)              -             -
                                      (34)       237            (48)              -           155
Increase in cash and
  cash equivalents                      -         13             10               -            23

Cash and cash equivalents,
  beginning of period                   -         37             18               -            55

Cash and cash equivalents,
  end of period                    $    -   $     50       $     28         $     -       $    78

</Table>
                                          8

<Page>
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued) -
<Table>


                                               Condensed Consolidating Balance Sheet
                                                           May 4, 2002
                                                           (Unaudited)

(millions)

                                         Subsidiary       Other
                                Parent     Issuer     Subsidiaries  Eliminations   Consolidated

                           <c>         <c>             <c>           <c>             <c>
ASSETS
Current assets:
  Cash and cash equivalents   $      -    $    44         $     17      $      -        $    61
  Accounts receivable, net           -      1,681               45           (36)         1,690
  Merchandise inventories            -      3,053               88             -          3,141
  Other current assets               -         44               17             -             61
     Total current assets            -      4,822              167           (36)         4,953

Property and equipment, at cost      -      8,939              162             -          9,101
Accumulated depreciation             -     (3,810)             (31)            -         (3,841)
  Property and equipment, net        -      5,129              131             -          5,260

Goodwill                             -      1,128              305             -          1,433
Intangible assets, net               -          8              171             -            179
Other assets                         -        109               10             -            119
Intercompany (payable)
  receivable                      (866)       561              305             -              -
Investment in subsidiaries       4,851          -                -        (4,851)             -
     Total assets             $  3,985    $11,757         $  1,089      $ (4,887)       $11,944

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term debt             $      -    $    77         $      -      $      -        $    77
  Current maturities of long-
     term debt                       -        262                1             -            263
  Accounts payable                   -      1,218               51             -          1,269
  Accrued expenses                   -        804               76           (36)           844
  Income taxes payable               -         77               19             -             96
     Total current liabilities       -      2,438              147           (36)         2,549

Long-term debt                       -      4,335                1             -          4,336
Intercompany note payable
  (receivable)                       -      3,200           (3,200)            -              -
Deferred income taxes                -        639               67             -            706
Other liabilities                    -        822               10          (464)           368
ESOP preference shares             283          -                -             -            283
Unearned compensation             (152)      (152)               -           152           (152)
Shareowners' equity              3,854        475            4,064        (4,539)         3,854
     Total liabilities and
      shareowners' equity     $  3,985    $11,757         $  1,089      $ (4,887)       $11,944

</Table>






                                          9

<Page>
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued) -

<Table>
                                        Condensed Consolidating Statement of Earnings
                                          For the Thirteen Weeks Ended May 4, 2002
                                                           (Unaudited)
(millions)
                                             Subsidiary     Other
                                   Parent      Issuer   Subsidiaries Eliminations   Consolidated

                                <c>       <c>            <c>         <c>             <c>
Net sales                          $    -    $  2,946       $    355    $    (205)      $  3,096
Cost of sales                           -       2,147            258         (202)         2,203
Selling, general, and
  administrative expenses               -         605             62           (9)           658
Division combination costs              -          40              -            -             40
Interest expense (income), net:
  External                              -          83              -            -             83
  Intercompany                          -          70            (70)           -              -
Equity in earnings of subsidiaries    (70)          -              -           70              -
Earnings before income taxes           70           1            105          (64)           112
Income tax provision                    -           1             41            -             42
Net earnings                       $   70    $      -       $     64    $     (64)      $     70

</Table>

<Table>

                                        Condensed Consolidating Statement of Cash Flows
                                           For the Thirteen Weeks Ended May 4, 2002
                                                         (Unaudited)
(millions)

                                           Subsidiary          Other
                                        Parent    Issuer    Subsidiaries   Eliminations   Consolidated

                                   <c>      <c>              <c>          <c>              <c>
Operating activities:
  Net earnings                        $    70  $       -        $    64      $     (64)       $     70
  Equity in earnings of subsidiaries      (70)         -              -             70               -
  Depreciation and other amortization       -        123              7              -             130
  Goodwill and intangible amortization      -          1              2              -               3
  Division combination costs                -         40              -              -              40
 (Increase) Decrease in working capital    (6)         9            (27)             -             (24)
  Other, net                               25        (27)            13             (6)              5
                                           19        146             59              -             224
Investing activities:
  Net additions to property and
     equipment                              -       (133)           (11)             -           (144)
                                            -       (133)           (11)             -           (144)

Financing activities:
  Net repayments of short-term debt         -         (1)             -              -             (1)
  Net repayments of long-term debt          -         (9)             -              -             (9)
  Net issuances of common stock             8          4              -              -             12
  Dividend payments                       (74)         1              -              -            (73)
  Intercompany activity, net               47          -            (47)             -              -
                                          (19)        (5)           (47)             -            (71)
Increase in cash and
  cash equivalents                          -          8              1              -              9

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

Cash and cash equivalents,
  end of year                         $     -   $     44        $    17     $        -       $     61


</Table>
                                          10

<Page>
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued) -


<Table>
                                    Condensed Consolidating Balance Sheet
                                            As of February 1, 2003
(millions)

                                         Subsidiary     Other
                                Parent     Issuer   Subsidiaries  Eliminations Consolidated

                            <c>        <c>          <c>          <c>             <c>
ASSETS
Current assets:
  Cash and cash equivalents    $     -    $    37       $     18     $      -        $    55
  Accounts receivable, net           -      1,733             44          (36)         1,741
  Merchandise inventories            -      2,787             70            -          2,857
  Other current assets               -         49             23           (3)            69
     Total current assets            -      4,606            155          (39)         4,722

Property and equipment, at cost      -      9,024            181            -          9,205
Accumulated depreciation             -     (3,690)           (49)           -         (3,739)
  Property and equipment, net        -      5,334            132            -          5,466

Goodwill                             -      1,129            312            -          1,441
Intangible assets, net               -          6            170            -            176
Other assets                         -        122              9            -            131
Intercompany (payable)
  receivable                      (671)       254            417            -              -
Investment in subsidiaries       4,824          -              -       (4,824)             -
     Total assets              $ 4,153    $11,451       $  1,195     $ (4,863)       $11,936

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term debt              $     -    $   150       $      -     $      -        $   150
  Current maturities of long-
    term debt                        -        139              -            -            139
  Accounts payable                   -      1,021             78            -          1,099
  Accrued expenses                   5        957             88          (36)         1,014
  Income taxes payable               -        244             23           (3)           264
     Total current liabilities       5      2,511            189          (39)         2,666

Long-term debt                       -      4,034              1            -          4,035
Intercompany note payable
  (receivable)                       -      3,200         (3,200)           -              -
Deferred income taxes                -        646             64            -            710
Other liabilities                    -        840             10         (473)           377
ESOP preference shares             265          -              -            -            265
Unearned compensation             (152)      (152)             -          152           (152)
Shareowners' equity              4,035        372          4,131       (4,503)         4,035
     Total liabilities and
      shareowners' equity      $ 4,153    $11,451       $  1,195     $ (4,863)       $11,936


</Table>





                                          11

<Page>


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

Results of Operations

Net sales include merchandise sales and lease department income. Store-for-
store sales compare sales of stores open during both years beginning the first
day a new store has prior-year sales and excludes sales of stores closed during
both periods.  Net sales decreases are as follows:

                                                      Store-for-
                                         Total             Store

   13 Weeks Ended May 3, 2003             (7.2)%            (8.8)%

The total net sales decrease of $223 million for the first quarter of 2003 was
primarily due to a $270 million decrease in store-for-store sales offset by $63
million of new store sales.

The following table presents the components of costs and expenses, as a percent
of net sales, for the first quarter.

                                             2003         2002

Net sales                                   100.0%       100.0%
Cost of sales                                72.7         71.2
Selling, general and
  administrative expenses                    22.3         21.2
Division combination costs                    0.0          1.3
Interest expense, net                         2.7          2.7

Earnings before income taxes                  2.3          3.6

Income tax (benefit) provision              (10.7)*       37.4*

Net earnings                                  2.5%         2.3%

* - Percent represents effective income tax rate.


Cost of sales as a percent of net sales increased 1.5% in the first quarter of
2003 principally due to a 1.1% increase in occupancy costs and a 0.3% increase
in the cost of merchandise.

Selling, general, and administrative expenses as a percent of net sales
increased from 21.2% in the first quarter of 2002 to 22.3% in the first quarter
of 2003 due to a 0.6% increase in payroll, a 0.3% increase in pension costs,
and a 0.5% increase in other expenses, including insurance and advertising
costs, offset by a 0.3% decrease in credit expense.








                                          12
<Page>

In 2002, we incurred costs of $114 million or $.24 per share for division
combinations, of which $40 million or $.08 per share were recorded in the first
quarter of 2002.

Components of net interest expense for the first quarter were (millions):

                                         2003    2002

  Interest expense                       $ 85    $ 94
  Interest income                           -      (6)
  Capitalized interest                     (5)     (5)
    Net interest expense                 $ 80    $ 83

Interest expense principally relates to long-term debt.

Short-term borrowings for the first quarter were (dollars in millions):


                                          2003   2002

  Average balance outstanding             $249    $48
  Average interest rate on
    average balance                        1.3%   1.8%

First-quarter 2003 income taxes are a net benefit because we recorded a $31
million tax credit upon the resolution of various federal and state income tax
issues.  Excluding the $31 million tax credit, our 2003 estimated effective tax
rate is 37.0%.

Operating results including division combination costs for the trailing years
were (millions, except per share):
                                                         52 Weeks Ended
                                                       May 3,       May 4,
                                                         2003         2002

  Net sales                                         $  13,268    $  13,908
  Net earnings                                            544          664
  Diluted earnings per share                             1.76         2.10


Financial Condition

Cash Flows.  Cash flows from operations were $54 million and $224 million in
the first quarter of 2003 and 2002, respectively.  The decrease in current
year cash flows is primarily due to the comparative changes of accounts
payable, accounts receivable, and inventory, offset by lower income taxes
payable.

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 shelf registration statements that enable us to issue up to $525
million of debt securities.

As of May 23, 2003, 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.




                                     13
<Page>

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

                                         May 3,      May 4,     Feb. 1,
                                           2003        2002        2003

Current Ratio                               1.7         1.9         1.8
Debt-Capitalization Ratio                    49%         51%         48%
Fixed Charge Coverage                       1.6x        2.0x        2.8x

Impact of New Accounting Pronouncements.  In May 2003, the FASB issued SFAS No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity."  SFAS No. 150 establishes standards that require
companies to classify certain financial instruments as liabilities that were
previously classified as equity.  SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after
June 15, 2003.  We do not expect SFAS No. 150 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 quarter of fiscal 2003
and fiscal 2002, 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.

                                      14
<Page>


                          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
        15   -  Letter Regarding Unaudited Interim Financial Information
        99.1 -  Certification Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002(18 U.S.C. 1350, as adopted)

  (b)   Reports on Form 8-K

        A report dated February 14, 2003, which furnished a company press
        release annoucing its financial results for the 52 weeks ended
        February 1, 2003.

        A report dated April 24, 2003, which contained information concerning
        debt ratings and incorporated by reference registrant's Annual Report
        and Form 10-K for the fiscal year ended February 1, 2003.

        A report dated May 8, 2003, which furnished a company press release
        providing guidance on its earnings for the 13 weeks ended May 3,
        2003.

        A report dated May 13, 2003, which furnished a company press
        release announcing its financial results for the 13 weeks ended
        May 3, 2003.









                                        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:  May 30, 2003

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





                                       15
<Page>

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 officer 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 officer 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 officer 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: May 30, 2003                                   /s/ Eugene S. Kahn
                                                     Eugene S. Kahn
                                                     Chairman of the Board and
                                                     Chief Executive Officer




                                          16

<Page>

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 officer 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 officer 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 officer 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: May 30, 2003                                 /s/ Thomas D. Fingleton
                                                   Thomas D. Fingleton
                                                   Executive Vice President and
                                                   Chief Financial Officer





                                        17

<Page>

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and Shareowners of
The May Department Stores Company:

We have reviewed the accompanying condensed consolidated balance sheets of The
May Department Stores Company and subsidiaries (the "Company") as of May 3,
2003 and May 4, 2002 and the related condensed consolidated statements of
earnings and cash flows for the thirteen-week periods then ended.  These
financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and of making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States of America, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.  Accordingly, we
do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with accounting principles generally accepted in the United
States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the
Company as of February 1, 2003, and the related consolidated statements of
earnings, shareowners' equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 12, 2003, we expressed an
unqualified opinion (which includes explanatory paragraphs relating to (1) the
adoption of a new accounting principle and (2) the application of procedures
relating to certain other disclosures and reclassifications of financial
statement amounts related to the 2001 and 2000 consolidated financial
statements that were audited by other auditors who have ceased operations and
for which we have expressed no opinion or other form of assurance other than
with respect to such disclosures and reclassifications) on those consolidated
financial statements.  In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of February 1, 2003 is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
St. Louis, Missouri
May 29, 2003



                                          18









<Page>
<Table>
                                                                                                 Exhibit 12

                                   THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                                    COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                              FOR THE THIRTEEN WEEKS ENDED MAY 3, 2003 AND MAY 4, 2002 AND
                                    FOR THE FIVE FISCAL YEARS ENDED FEBRUARY 1, 2003

(Dollars in millions)


                                           13 Weeks Ended                 Fiscal Year Ended
                                           May 3,  May 4,   Feb. 1,  Feb. 2,    Feb. 3,  Jan. 29,  Jan. 30,
                                             2003    2002      2003     2002       2001      2000      1999

                                        <c>     <c>      <c>      <c>        <c>       <c>      <c>
Earnings Available for Fixed Charges:
Pretax earnings from continuing
  operations                               $   65  $  112   $   820  $ 1,139    $ 1,402   $ 1,523   $ 1,395
Fixed charges (excluding interest
  capitalized and pretax preferred
  stock dividend requirements)                 93     102       405      411        406       346       344
Dividends on ESOP Preference Shares            (5)     (5)      (20)     (22)       (23)      (24)      (25)
Capitalized interest amortization               2       2         9        8          8         7         7
                                              155     211     1,214    1,536      1,793     1,852     1,721

Fixed Charges:
Gross interest expense (a)                 $   88  $   98   $   392  $   401   $    395   $   340  $    339
Interest factor attributable to
  rent expense                                 10       9        36       32         28        22        21
                                               98     107       428      433        423       362       360

Ratio of Earnings to Fixed Charges            1.6     2.0       2.8      3.5        4.2       5.1       4.8


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







<Page>

                                                                     Exhibit 15

May 29, 2003

The May Department Stores Company
St. Louis, Missouri

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim condensed
consolidated financial information of The May Department Stores Company and
subsidiaries (the "Company") for the thirteen-week periods ended May 3, 2003
and May 4, 2002, as indicated in our report dated May 29, 2003; because we did
not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended May 3, 2003, is
incorporated by reference in Registration Statements Nos. 333-59792, 333-76227,
333-00957, and 333-103352  on Form S-8 and Registration Statements Nos.
333-42940 and 333-42940-01 on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
St. Louis, Missouri


<Page>
                                                                   Exhibit 99.1

                  CERTIFICATION PURSUANT TO SECTION 906 OF
        THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350, as adopted)

In connection with the Quarterly Report of The May Department Stores Company
(the "Company") on Form 10-Q for the period ending May 3, 2003, 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. 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:   May 30, 2003



    /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





A signed original of this written statement required by Section 906 has been
provided to The May Department Stores Company and will be retained by The May
Department Stores Company and furnished to the Securities and Exchange
Commission or its staff upon request.