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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q/A

(Mark one)

[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For The Quarterly Period Ended July 31, 2004

                                      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. 291,435,038 shares of common
stock, $.50 par value, as of August 28, 2004.




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                            EXPLANATORY NOTE

This Form 10-Q/A amends the Form 10-Q filed on September 3, 2004 for the fiscal
quarter ended July 31, 2004. We are filing this Form 10-Q/A solely to amend
Item 4 of Part 1 of our original Form 10-Q.  All other portions of our original
Form 10-Q filing remain unchanged.

                        PART 1 - FINANCIAL INFORMATION

Item 4 - Controls and Procedures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, 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-15(e) and 15d-15(e)
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. Other
than described below, there have been no changes in our internal
controls or in other factors that could materially affect these controls
subsequent to the date the controls were evaluated.

On July 31, 2004, we acquired the operating assets of the Marshall Field's
department store group from Target Corporation.  Target will continue to
provide accounting and other systems support for Marshall Field's over a
transition period not to exceed eight months while we migrate Marshall Field's
to our information technology systems.  Target and its operating divisions
generally operate under a common set of controls and information technology
systems.  During the transition period, Marshall Field's will be subject to
the same financial reporting controls historically provided by Target.  Target
has not disclosed any significant control deficiencies or significant changes
in its internal controls in previous public filings.


                         PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits


31.1 -  Certification Pursuant to Exchange Act 13a-15(e) and 15d-15(e)
31.2 -  Certification Pursuant to Exchange Act 13a-15(e) and 15d-15(e)



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                                  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:  October 28, 2004
                                             /s/  Thomas D. Fingleton
                                                  Thomas D. Fingleton
                                                  Executive Vice President and
                                                  Chief Financial Officer




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                                                                   Exhibit 31.1

                                   CERTIFICATION


I, Eugene S. Kahn, certify that:

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

2.    Based on my knowledge, this 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 report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this 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 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-15(e) and 15d-15(e)) for the registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      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 report is being
      prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

      c)    Disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter (the registrant's fourth fiscal quarter in
      the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the registrant's internal control
      over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
      or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's ability to record,
      process, summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      control over financial reporting.




Date:  October 28, 2004                     /s/  Eugene S. Kahn
                                                 Eugene S. Kahn
                                                 Chairman of the Board and
                                                 Chief Executive Officer
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                                                                   Exhibit 31.2

                                   CERTIFICATION


I, Thomas D. Fingleton, certify that:

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

2.    Based on my knowledge, this 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 report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this 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 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-15(e) and 15d-15(e)) for the registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      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 report is being
      prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

      c)    Disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter (the registrant's fourth fiscal quarter in the
      case of an annual report) that has materially affected, or is reasonably
      likely to materially affect, the registrant's internal control over
      financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
      or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's ability to record,
      process, summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      control over financial reporting.




Date:  October 28, 2004                    /s/  Thomas D. Fingleton
                                                Thomas D. Fingleton
                                                Executive Vice President and
                                                Chief Financial Officer