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                        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 July 31, 1999

                                        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.
331,739,531 shares of common stock, $0.50 par value, as of July 31,
1999.





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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)
                                            July 31,     August 1,   Jan. 30,
ASSETS                                        1999         1998        1999

Current Assets:
   Cash and cash equivalents               $     178    $     338   $      112
   Accounts receivable, net                    1,790        1,764        2,144
   Merchandise inventories                     2,718        2,575        2,655
   Other current assets                           65           71           76
      Total Current Assets                     4,751        4,748        4,987

Property and Equipment, at cost                7,545        7,066        7,260
Accumulated Depreciation                      (2,953)      (2,756)      (2,747)
   Net Property and Equipment                  4,592        4,310        4,513

Goodwill and other assets                      1,005          811        1,033

      Total Assets                         $  10,348    $   9,869   $   10,533


LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities:
   Current maturities of
      long-term debt                       $     292    $      48   $       98
   Accounts payable                              946          923          965
   Accrued expenses                              841          734          807
   Income taxes                                   64           22          189
      Total Current Liabilities                2,143        1,727        2,059

Long-term Debt                                 3,549        3,469        3,825

Deferred Income Taxes                            499          461          482

Other Liabilities                                304          279          309

ESOP Preference Shares                           321          333          327

Unearned Compensation                           (280)        (300)        (305)

Shareowners' Equity                            3,812        3,900        3,836

      Total Liabilities and
        Shareowners' Equity                $  10,348    $   9,869   $   10,533


            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         26 Weeks Ended
                                  July 31,     Aug. 1,   July 31,      Aug. 1,
                                    1999        1998       1999         1998

Net Retail Sales                 $    3,065  $   2,807  $    6,006  $    5,529

Revenues                         $    3,137  $   2,889  $    6,190  $    5,706
Cost of sales                         2,168      2,019       4,318       4,002
Selling, general and
  administrative expenses               640        587       1,269       1,171
Interest expense, net                    72         65         143         132
Earnings before income taxes            257        218         460         401
Provision for income taxes              103         87         184         160

Net Earnings                     $      154  $     131  $      276  $      241

Basic earnings per share         $      .45  $     .37  $      .80  $      .67

Diluted earnings per share       $      .43  $     .35  $      .77  $      .64

Dividends paid per
  common share                      .22-1/4    .21-1/6     .44-1/2     .42-1/3

Weighted average shares
  outstanding:
  Basic                               333.0      347.1       333.8       346.8
  Diluted                             356.8      372.2       357.7       372.0






            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)                                                26 Weeks Ended
                                                       July 31,     Aug. 1,
                                                         1999        1998
Operating Activities:
  Net earnings                                        $     276   $      241
  Depreciation and amortization                             225          208
  Decrease in working capital                               190          316
  Other, net                                                 37           14

                                                            728          779

Investing Activities:
  Net additions to property and equipment                  (323)        (282)

                                                           (323)        (282)
Financing Activities:
  Net repayments of long-term debt                          (33)        (202)
  Net purchases of common stock                            (148)           -
  Dividend payments, net of tax benefit                    (158)        (156)

                                                           (339)        (358)

Increase in Cash and Cash Equivalents                 $      66   $      139

Cash paid during the period

  Interest                                           $      131   $      121
  Income Taxes                                              281          242



            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 25-31) in the 1998 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 second
quarter was $8 million in 1999 and 1998.  The year-to-date LIFO
provision was $16 million in 1999 and 1998.

Common Stock Repurchase Program.  During the first quarter of 1999,
May's board of directors authorized a common stock repurchase
program of up to $500 million.  As of July 31, 1999, May has
repurchased approximately $132 million of common stock, or
approximately 3.2 million shares at an average price of $42 per
share, under this program.  Such purchases are being made in the
open market as market conditions and regulatory rules allow.

Common Stock Split.  During the first quarter of 1999, the board of
directors approved a three-for-two common stock split for
distribution on March 22, 1999, equivalent to one share of common
stock for each two shares of common stock held by shareowners of
record on March 1, 1999.  All share and per share data included in
this report have been restated to reflect the stock split.

Summarized Financial Information - The May Department Stores
Company, New York.  Summarized financial information for The May
Department Stores Company, New York, is set forth below  for 1999
and 1998.

                                   July 31,        January 30,
                                     1999             1999
Financial Position
   Current assets                  $  4,743         $  4,984
   Noncurrent assets                  5,821            5,557
   Current liabilities                2,141            2,083
   Noncurrent liabilities             7,552            7,815

                                  13 Weeks Ended             26 Weeks Ended
                              July 31,      Aug. 1,      July 31,      Aug. 1,
                                1999         1998          1999         1998
Operating Results
   Revenues                  $  3,137     $  2,889       $  6,190     $  5,706
   Cost of sales                2,168        2,019          4,318        4,002
   Net earnings                   107           84            182          147


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

                                         13 Weeks Ended
                            July 31, 1999                August 1, 1998
                    Earnings    Shares     EPS   Earnings    Shares     EPS
Net earnings        $    154                     $     131
ESOP preference
  shares' dividends       (4)                           (4)
Basic EPS                150      333.0  $  0.45       127     347.1   $ 0.37

ESOP preference
  shares                   4       21.5                  3      22.3
Assumed exercise of
  options (treasury
  stock method)            -        2.3                  -       2.8
Diluted EPS         $    154      356.8  $  0.43 $     130     372.2   $ 0.35

                                         26 Weeks Ended
                            July 31, 1999                August 1, 1998
                    Earnings    Shares     EPS   Earnings    Shares     EPS
Net earnings        $    276                     $     241
ESOP preference
  shares' dividends       (9)                           (9)
Basic EPS                267      333.8  $  0.80       232     346.8   $ 0.67

ESOP preference
  shares                   8       21.6                  7      22.4
Assumed exercise of
  options (treasury
  stock method)            -        2.3                  -       2.8
Diluted EPS         $    275      357.7  $  0.77 $     239     372.0   $ 0.64

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

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:

              Second Quarter                           First Six Months
                          Store-for-                             Store-for-
         Total               Store                 Total            Store
         9.2%                   4.7%                8.6%               4.1%

Store-for-store sales represent sales of those stores open during
both periods.  May discontinued its consumer electronics business
at the beginning of fiscal 1999.  If consumer electronics sales had
been excluded from net retail sales in both years, the increase in
total sales and store-for-store sales would have been about 1%
higher.

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The following table presents the components of costs and expenses,
as a percent of revenues.  Revenues include finance charge
revenues, all sales from all stores operating during the period and
consumer electronics liquidation sales in the first quarter of
1999.

                                        Second Quarter        First Six Months
                                        1999     1998          1999      1998

Revenues                               100.0%   100.0%        100.0%    100.0%
Cost of sales                           69.1     69.9          69.8      70.1
Selling, general and
  administrative expenses               20.4     20.3          20.5      20.5
Interest expense, net                    2.3      2.3           2.3       2.4

Earnings before income taxes             8.2      7.5           7.4       7.0

Provision for income taxes              40.0*    40.0*         40.0*     40.0*

Net Earnings                             4.9%     4.5%          4.5%      4.2%

*-Percent represents effective income tax rate.

Cost of sales was $2,168 million in the 1999 second quarter, up
7.4% from $2,019 million in the 1998 second quarter.  For the first
six months of 1999, cost of sales was $4,318 million, a 7.9%
increase from $4,002 million in the 1998 period.  The overall
increases are primarily related to higher sales.  As a percent of
revenues, cost of sales decreased 0.8% in the second quarter and
0.3% in the first six months compared with the same periods of
1998.  Gross margins improved due to a lower level of clearance
markdowns, the elimination of lower margin consumer electronics
business in 1999, and improved buying and occupancy expense
leverage as a result of store-for-store sales increases.

Selling, general and administrative expenses were $640 million in
the 1999 second quarter, compared with $587 million in the 1998
first quarter, a 9.1% increase.  For the first six months of 1998,
selling, general and administrative expenses were $1,269 million
compared with $1,171 million in the 1998 period, an 8.4% increase.
The increases are primarily related to higher sales volume.
Selling, general and administrative expenses as a percent of
revenues increased 0.1% for the second quarter of 1999 as compared
with 1998 mainly due to increases in advertising and preopening
expense.  Selling, general and administrative expenses as a percent
of revenues remained constant in the first six months of 1999
compared with the first six months of 1998.

Net interest expense for the second quarter and first six months of
1999 and 1998 was as follows (millions):

                                        Second Quarter         First Six Months
                                       1999     1998           1999       1998

Interest expense                       $  78    $  73          $ 156     $ 149
Interest income                           (2)      (4)            (7)      (11)
Capitalized interest                      (4)      (4)            (6)       (6)
  Net Interest Expense                 $  72    $  65          $ 143     $ 132

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Net interest expense increased in the 1999 second quarter and first
six months due to both higher average long-term debt outstanding
and lower average cash equivalents.

Operating results for the trailing years were as follows (millions,
except per share):
                                                             52 Weeks Ended
                                                         July 31,       Aug. 1,
                                                           1999          1998

   Net retail sales                                     $   13,537    $   12,595
   Revenues                                             $   13,897    $   12,967
   Net earnings                                         $      884    $      806
   Diluted earnings per share                           $     2.43    $     2.14

Financial Condition

Key financial ratios for the periods indicated are as follows:

                                         July 31,      Aug. 1,     Jan. 30,
                                           1999         1998         1999

Current Ratio                                 2.2          2.7          2.4
Debt-Capitalization Ratio                      45%          43%          45%
Fixed Charge Coverage*                        4.6x         4.3x         4.5x

 *  Fixed charge coverage, which is presented for the 52 weeks ended
    July 31, 1999, August 1, 1998, and January 30, 1999, 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, and total rent expense.

Year 2000 Readiness. In 1996, May began assessing and preparing its
critical information systems, communications networks, equipment,
and facilities for the year 2000. As of the end of fiscal 1998, May
completed this assessment and substantially completed the coding,
testing, and installation of necessary modifications. In fiscal
1999, May successfully tested certain interfaces with major
merchandise and service vendors for year 2000 compliance.  Since
May is complete with its modifications, the company does not expect
any material disruption of business.  Through monitoring year 2000
readiness disclosures and other means, May is receiving assurances
from its primary merchandise vendors and service providers
regarding their year 2000 readiness.

May developed and maintains most of its application systems
internally. In fiscal 1998, May used approximately 15% of its
information systems resources to address companywide year 2000
issues. May's use of outside consultants and contractors to address
year 2000 compliance has not been significant. The cost of the
company's year 2000 effort totaled approximately $6 million.  May
incurred and expensed substantially all these costs prior to fiscal
1999.

Under the most reasonably likely worst case scenario, May does not
anticipate  more  than  isolated,  temporary  disruptions  of  its

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operations caused by year 2000 failures affecting either the
company or its primary merchandise and service vendors. May expects
that its technically trained personnel, working in cooperation with
key vendors and service providers, should be able to address year
2000 system issues that may arise. To the extent May's vendors are
unable to deliver products and provide services due to their own
year 2000 issues, May believes it will generally have alternative
sources for comparable products and services and does not expect to
experience any material business disruptions. Many risks, however,
such as the failure to perform by public utilities,
telecommunications providers, and financial institutions, and the
impact of the year 2000 issue on the economy as a whole, are
outside May's control and could adversely affect the company and
its ability to conduct business. While May has made a significant
effort to address all anticipated risks within its control, this is
an event without precedent; consequently, there can be no assurance
that the year 2000 issue will not have a material adverse impact on
May's financial condition, operating results, or business.

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,
prepared with the assistance of specialists within and outside the
company, many factors outside of May's control exist that have an
impact on its 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; ability to
hire and retain qualified associates; possible widespread inability
to perform due to year 2000 issues by merchandise vendors, public
utilities, telecommunications providers, and financial
institutions; and the general economic impact of the year 2000
issues. Because of these factors, actual performance could differ
materially from that described in the forward-looking statements.

                            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.

Item 4 - Submission of Matters to a Vote of Security Holders

   (a)   The annual meeting of shareowners of registrant was held on
         May 21, 1999.

   (b)   At the annual meeting of shareowners of registrant held on
         May 21, 1999, action was taken with respect to:

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         (i)     the election of six directors of registrant;
                                                                    Authority
                                                    For             Withheld
                 Marsha J. Evans                 306,069,344         1,739,736
                 James M. Kilts                  306,103,913         1,705,167
                 William D. Perez                306,120,975         1,688,105
                 Robert D. Storey                306,106,091         1,702,989
                 Anthony J. Torcasio             306,114,749         1,694,331
                 Edward E. Whitacre, Jr.         306,057,841         1,751,239

         (ii)    a ratification of the appointment of Arthur Andersen
                 LLP as independent auditors (305,965,829 votes in
                 favor, 959,308 votes against and 883,943 votes
                 abstained);
         (iii)   A proposal relating to amendment of the certificate
                 of incorporation to increase the number of authorized
                 shares of common stock (296,066,693 votes in favor,
                 10,426,460 votes against and 1,315,927 votes
                 abstained);
         (iv)    a proposal relating to a classified Board of
                 Directors (119,523,383 votes in favor, 161,867,227
                 votes against, 3,262,885 votes abstained and
                 23,155,585 not voted).
         All such proposals were set forth and described in detail
         in the Notice of Annual Meeting and Proxy Statement of
         registrant dated April 16, 1999, filed with the Commission
         pursuant to Rule 12b-23 (b).

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 Re:  Unaudited Interim Financial Information
         (27)    - Financial Data Schedule

   (b)   Reports on Form 8-K

         A report dated July 15, 1999 which contained information
         concerning debt ratings.

                                    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:  September 8, 1999          /s/        John L. Dunham
                                             John L. Dunham
                                      Executive Vice President and
                                         Chief Financial Officer

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                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have reviewed the accompanying condensed consolidated balance
sheet of The May Department Stores Company (a Delaware corporation)
and subsidiaries as of July 31, 1999, and August 1, 1998, and the
related condensed consolidated statements of earnings for the
thirteen week and twenty-six week periods ended July 31, 1999, and
August 1, 1998, and the condensed consolidated statement of cash
flows for the twenty-six week periods ended July 31, 1999, and
August 1, 1998.  These financial statements are the responsibility
of the Company's management.

We conducted our review 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 making inquires of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, 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 review, we are not aware of any material modifications
that should be made to the financial statements referred to above
for them to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of The May
Department Stores Company as of January 30, 1999, and the related
consolidated statements of earnings and cash flows for the year
then ended (not presented separately herein), and in our report
dated February 10, 1999, we expressed an unqualified opinion on
those financial statements.  In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as
of January 30, 1999, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.

Arthur Andersen LLP
St. Louis, Missouri
September 8, 1999