<PAGE>
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     FORM 10-Q

(Mark one)

[X]              QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended November 2, 1996

                                        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. 
244,904,400 shares of common stock, $0.50 par value, as of November
2, 1996.








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

(Millions)
<CAPTION>
                                               Nov. 2,    Oct. 28,      Feb. 3,
ASSETS                                          1996         1995        1996   

   <S>                                       <C>          <C>         <C>
Current Assets:
   Cash and cash equivalents                 $     143    $      23   $      159 
   Accounts receivable, net                      2,199        2,146        2,403 
   Merchandise inventories                       2,951        2,555        2,134 
   Other current assets                            173          237          169 
   Net current assets of                              
    discontinued operation                           -          280          232
      Total Current Assets                       5,466        5,241        5,097 

Property and Equipment, at cost                  6,275        5,575        5,617 
Accumulated Depreciation                        (2,127)      (1,891)      (1,873)
   Net Property and Equipment                    4,148        3,684        3,744 

Goodwill                                           780          669          671 
Other Assets                                        95           93           89 
Net Noncurrent Assets of
   Discontinued Operation                            -          536          521

      Total Assets                           $  10,489    $  10,223   $   10,122 


LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities:
   Notes payable and current
    maturities of long-term debt             $     269    $      52   $      132 
   Accounts payable                              1,260        1,144          692 
   Accrued expenses                                783          715          650 
   Income taxes                                      4            7          128 
      Total Current Liabilities                  2,316        1,918        1,602 

Long-term Debt                                   3,878        3,446        3,333 

Deferred Income Taxes                              375          335          378 

Other Liabilities                                  216          196          204 

ESOP Preference Shares                             349          368          366 

Unearned Compensation                             (331)        (346)        (346)

Shareowners' Equity                              3,686        4,306        4,585 

      Total Liabilities and 
        Shareowners' Equity                  $  10,489    $  10,223   $   10,122 


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


</TABLE>
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<TABLE>


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

<CAPTION>
(Millions, except per share)             13 Weeks Ended         39 Weeks Ended    
                                       Nov.2,     Oct. 28,    Nov. 2,    Oct. 28,
                                        1996        1995       1996        1995   

  <S>                                <C>         <C>        <C>         <C>  
Net Retail Sales                     $    2,772  $   2,483  $    7,635  $    6,850

Revenues                             $    2,855  $   2,569  $    7,899  $    7,112
Cost of sales                             2,004      1,798       5,532       4,966
Selling, general and
  administrative expenses                   581        526       1,620       1,459
Interest expense, net                        73         61         201         176
Earnings from continuing
  operations before income
  taxes                                     197        184         546         511
Provision for income taxes                   79         74         220         207
                                     
Net Earnings from:
  Continuing operations                     118        110         326         304
  Discontinued operation                      -         25          11          86

Net Earnings                         $      118  $     135  $      337  $      390
  
Primary earnings per share:
Continuing operations                       .45        .42        1.25        1.16
Discontinued operation                        -        .10         .05         .35

Primary Earnings per Share           $      .45  $     .52  $     1.30  $     1.51

Fully diluted earnings 
  per share:
Continuing operations                       .44        .41        1.21        1.13
Discontinued operation                        -        .09         .04         .32
  
Fully diluted Earnings 
  per Share                          $      .44  $     .50  $     1.25  $     1.45
                                                                                  
Dividends Paid per 
  Common Share                       $      .29  $ .28-1/2  $  .86-1/2  $      .83

Primary Average Shares
  Outstanding and
   Equivalents                            250.1      250.4       250.8       249.9
                                     
Fully Diluted Average Shares 
  Outstanding and
   Equivalents                            264.5      265.3       265.3       264.9
                                     




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

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

<CAPTION>
(Millions)                                                    39 Weeks Ended    
                                                            Nov. 2,    Oct. 28,
                                                             1996        1995   
  <S>                                                    <C>          <C>
Operating Activities:
  Net earnings from continuing operations 
     and depreciation/amortization                       $      585   $      545 
  Decrease (increase) in working capital
     (excluding cash, cash equivalents and
      short-term debt)                                           88         (167)
  Other assets and liabilities, net                              (9)          (2)
  Net cash provided by discontinued
     operation                                                    -           64 

                                                                664          440

Investing Activities:
  Net additions to property and equipment                      (461)        (718)

Financing Activities:
  Net issuances of long-term debt                               260          477 
  Net issuances (acquisitions) of treasury
   stock                                                       (237)          10 
  Dividend payments, net of tax benefit                        (242)        (234)

                                                               (219)         253 

Decrease in Cash and Cash Equivalents                    $      (16)  $      (25)

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

                                                                                  

Cash paid during the period:

  Interest                                               $      206   $      182
  Income Taxes                                                  316          372
                                                                                  



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


</TABLE>




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


Interim Results.  These unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-Q of The Securities and Exchange Commission and should
be read in conjunction with the Notes to Consolidated Financial
Statements (pages 21-27) in the 1995 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.  There was no LIFO provision for the
third quarter in 1996 and 1995.  The year-to-date LIFO provision
was $16 million in 1996 and 1995.

Discontinued Operation.  In January 1996, registrant announced its
intention to spin off Payless ShoeSource, Inc. ("Payless"), its
chain of self-service family shoe stores.  The spin-off was
completed effective May 4, 1996, as a tax-free distribution to
shareowners.  The registrant's financial statements presented
herein reflect Payless as a discontinued operation through the end
of the first quarter.

As discussed in the 1995 Annual Report to Shareowners, and in
accordance with generally accepted accounting principles, Payless
1996 pre-tax earnings were recorded in 1995 to the extent of spin-
off costs and the Payless operating loss from January 17, 1996
through fiscal 1995 year-end.  As a result, $21 million of 1996
Payless pre-tax earnings is not reported in the year-to-date net
earnings from discontinued operation.

Acquisition.  On July 18, 1996, registrant purchased 13 former
Strawbridge & Clothier department stores in the greater
Philadelphia area.  The registrant delivered 4.5 million shares of
May common stock and assumed $255 million of debt and certain other
liabilities in exchange for the Strawbridge & Clothier department
store assets.  Registrant has also agreed to issue additional May
common stock, at the then current market price, in exchange for any
cash proceeds from Strawbridge & Clothier's divestiture of its
other assets, including its Clover discount division, remaining
after satisfaction of all Strawbridge & Clothier liabilities and
obligations.  The acquisition was accounted for as a purchase.

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





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Summarized Financial Information - 3rd Quarter; The May Department
Stores Company, New York.  At the shareowners' annual meeting on
May 24, 1996, the shareowners approved the change of the state of
incorporation of The May Department Stores Company from New York to
Delaware.  This transaction did not result in any change in the
business or the consolidated assets, liabilities or net worth of
the reincorporated entity.   Reincorporation in Delaware allows the
registrant to take advantage of certain provisions of the corporate
laws of Delaware and also allows registrant to manage its state
franchise tax and other affairs in ways that will result in
significant savings each year beginning in 1996.

The reincorporation in Delaware was accomplished by means of a
statutory share exchange (Share Exchange), where each share of
common stock of The May Department Stores Company (and associated
preferred stock purchase right), outstanding prior to the filing of
a "Certificate of Exchange" by the Department of State of the State
of New York, was exchanged for one share of common stock of the
reincorporated entity.  As a result of the Share Exchange, The May
Department Stores Company, New York, became a wholly owned
subsidiary of registrant.

Summarized financial information for The May Department Stores
Company, New York, is set forth below for 1996.  Corresponding
information for fiscal year 1995 is not included below as amounts
reflected in the respective consolidated financial statements
reflect information for The May Department Stores Company, New
York.

                                                               November 2,
                                                                  1996     

Balance Sheet

   Current assets                                             $    5,467   
   Noncurrent assets                                               5,023   
   Current liabilities                                             2,354   
   Noncurrent liabilities                                          7,338   
   ESOP preference shares                                            349   

                                                         November 2, 1996      
                                                      13 Weeks       39 Weeks
                                                        Ended          Ended   

Statement of Earnings

   Revenues                                             2,855           7,899
   Cost of sales                                        2,004           5,532
   Net earnings                                            78             285









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Common Stock Repurchase Program.  At a meeting of its board of
directors on August 16, 1996, a resolution was passed authorizing
registrant's management to implement a common stock repurchase
program of up to $600 million.  Such purchases have been and will
continue to be made in the open market from time to time as market
conditions allow, subject to Securities and Exchange Commission
rules and regulations.  Through the end of the 1996 third quarter,
registrant repurchased approximately $265 million of common stock.

Subsequent Event.  During the 1996 fourth quarter, registrant gave
notice that it had called $150 million, 9.125% debentures due to
mature December 1, 2016.  The debentures will be retired early,
effective December 20, 1996, resulting in a 1996 fourth quarter
extraordinary aftertax loss of $5 million.

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

Financial Condition

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

                                              Nov. 2,      Oct 28,      Feb. 3,
                                               1996         1995         1996   

Current Ratio*                                  2.4          2.6          3.0
Debt-Capitalization Ratio**                      48%          45%          42%
Fixed Charge Coverage***                        4.0x         4.2x         4.2x

 *     The current ratios including net current assets of the
       discontinued operation were 2.7 at Oct. 28, 1995 and 3.2 at
       Feb. 3, 1996, respectively.

 **    The debt-to-capitalization ratios including the discontinued
       operation were 47% at Oct. 28, 1995 and 44% at February 3,
       1996.

 ***   Fixed charge coverage including the discontinued operation
       was 3.3x at Oct. 28, 1995 and 3.1x at February 3, 1996. 
       Fixed charge coverage, which is presented for the trailing 52
       weeks ended November 2, 1996, February 3, 1996, and October
       28, 1995, is defined as earnings before gross interest
       expense, the expense portion of interest on the ESOP debt,
       rent expense and income taxes divided by gross interest
       expense, interest expense on the ESOP debt, total rent
       expense and the pretax equivalent of dividends on redeemable
       stock.

Registrant's third quarter 1996 current ratio decreased compared
with third quarter 1995 primarily due to an increase in the current
maturities of long-term debt.  The impact of the increase in
merchandise inventory, principally related to new store growth
including the acquisition of the Strawbridge & Clothier department 



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stores, was substantially offset by the related increase in
accounts payable.  The third quarter 1996 current ratio decreased
as compared with year-end 1995 primarily due to an increase in
accounts payable partially offset by an increase in inventory, an
increase in current maturities of long-term debt, an increase in
accrued expenses and the seasonal decrease in accounts receivable. 

The increase in registrant's third quarter 1996 debt-capitalization
ratio compared with third quarter 1995 and year-end 1995 is due to
the $600 million common stock repurchase program discussed
previously, including the additional borrowing for this program.

The registrants' fixed charge coverage ratio for the 52 weeks ended
November 2, 1996 decreased slightly as compared with the 52 week
periods ended October 28, 1995 and February 3, 1996 due primarily
to an increase in interest expense resulting from increased
borrowing levels as discussed on page 9 and an increase in rent
expense resulting from new store growth, partially offset by an
increased level of earnings.

Results of Operations

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

               Third Quarter                           First Nine Months     
                          Store-for-                             Store-for-
         Total               Store                 Total            Store    
         11.6%                  3.9%               11.5%               4.2%

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

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

                                         Third Quarter        First Nine Months 
                                        1996     1995          1996      1995

Cost of sales                           70.2%    70.0%         70.0%     69.8%
Selling, general and
  administrative expenses               20.4     20.5          20.5      20.5
Interest expense, net                    2.5      2.4           2.6       2.5  

Earnings before income taxes             6.9%     7.1%          6.9%      7.2%

Effective income tax rate               40.0%    40.1%         40.4%     40.5%
                                       
Net Earnings                             4.1%     4.3%          4.1%      4.3%


Cost of sales was $2,004 million in the 1996 third quarter, up
11.4% from $1,798 million in the 1995 third quarter.  For the first
nine months of 1996, cost of sales was $5,532 million, an 11.4% 
increase from $4,966 million in the 1995 period.  The overall
increase is primarily related to higher sales volume.  As a percent
of revenues, cost of sales increased 0.2% from the third quarter of
1995 and for the first nine months due principally to a small 
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deterioration in gross margin and an increase in occupancy expenses
both of which were partially offset by a decrease in buying
expense.  For the third quarter and first nine months of each year,
the LIFO charge was $0 and $16 million, respectively.  There were
no significant changes in the other components of cost of sales.

Selling, general and administrative expenses were $581 million in
the 1996 third quarter, compared with $526 million in the 1995
third quarter, a 10.5% increase.  For the first nine months of
1996, selling, general and administrative expenses were $1,620
million compared with $1,459 million in the 1995 period, an 11.0%
increase.  The increase is primarily related to higher sales
volume.  Selling, general and administrative expenses, as a percent
of revenues, decreased 0.1% for the third quarter of 1996 as
compared with 1995 as most selling, general and administrative
expense components decreased except for bad debt expense.

Net interest expense for the third quarter and first nine months of
1996 and 1995 was as follows (millions):

                                         Third Quarter         First Nine Months
                                       1996     1995           1996       1995

Interest expense                       $  82    $  72          $ 223     $ 203
Interest income                           (5)      (4)           (12)      (11)
Capitalized interest                      (4)      (7)           (10)      (16)
  Net Interest Expense                 $  73    $  61          $ 201     $ 176

Interest expense increased in the 1996 third quarter and first nine
months due to the 1995 borrowings for the acquisition of certain
assets of John Wanamaker and Woodward & Lothrop and due to 1996
borrowings related to the Strawbridge & Clothier acquisition and
the common stock repurchase program.  As a percent of revenues, net
interest expense increased 0.1% for the third quarter and first
nine months.

During the 1996 third quarter, registrant issued a total of $475
million in debt securities which was comprised of $200 million,
7.875% debentures due in 2036; $150 million, 7.45% debentures due
in 2011; and $125 million, 7.45% debentures due in 2016.  In
addition, during the second quarter of 1996 registrant issued $200
million, 8.30% debentures due in 2026.  The proceeds from the
issuances were added to registrant's general funds to be used for
capital expenditures, working capital needs, stock repurchases and
other general corporate purposes, including investments and
acquisitions.

Operating results for the trailing years were as follows (millions,
except per share):
                                                             52 Weeks Ended     
                                                          Nov. 2,      Oct. 28,
                                                           1996          1995   

   Net retail sales                                     $   11,269    $   10,196

   Revenues                                             $   11,629    $   10,548

   Net earnings from continuing operations              $      722    $      679

   Fully diluted earnings per share from
     continuing operations                              $     2.69    $     2.55


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

Item 1 - Legal Proceedings

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

Item 2 - Changes in Securities - None.

Item 3 - Defaults Upon Senior Securities - None.

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

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

   (b)   Reports on Form 8-K

         A report dated August 20, 1996, which contained three
         August, 1996 press releases concerning the registrant's
         July, 1996 and year-to-date sales release; second quarter
         and first six months of fiscal 1996 earnings release; and
         the announcement of the common stock repurchase program and
         new trading symbol.

         A report dated August 22, 1996 which contained a copy of the
         Underwriting Agreement, dated August 19, 1996, among
         registrant,  The May Department Stores Company, New York,
         Morgan Stanley & Co. Incorporated and Merrill Lynch & Co.,
         Merrill Lynch, Pierce, Fenner & Smith Incorporated; and a
         specimen of 7.875% debentures due August 15, 2036.

         A report dated September 18, 1996 which contained a copy of
         the Underwriting Agreement, dated September 13, 1996, among
         registrant,  The May Department Stores Company, New York,
         Morgan Stanley & Co. Incorporated, Citicorp Securities, Inc.
         and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
         Smith Incorporated; and a specimen of 7.45% debentures due
         September 15, 2011.

         A report dated October 24, 1996 which contained a copy of
         the Underwriting Agreement dated October 21, 1996, among
         registrant,  The May Department Stores Company, New York,
         Morgan Stanley & Co. Incorporated, Merrill Lynch & Co.,
         Merrill Lynch, Pierce, Fenner & Smith Incorporated and
         Citicorp Securities, Inc; and a specimen of 7.45% debentures
         due October 15, 2016.

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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:  December 10, 1996

                                \s\          John L. Dunham              
                                             John L. Dunham
                                      Executive Vice President and
                                         Chief Financial Officer








































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