SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549   
                                
                           FORM 10-Q
                                
         QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
        For the quarterly period ended November 1, 1997
                                
         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 1-3339 
                                
                MERCANTILE STORES COMPANY, INC.
       (Exact name of registrant as specified in its charter)
                                                                 
      Delaware                                        51-0032941
(State or other jurisdiction of incorporation)  (I.R.S. Employer
                                                     Identification No.)

   9450 Seward Road Fairfield, Ohio                        45014
(Address of principal executive offices)                (Zip Code)
                          
Registrant's telephone number, including area code:         (513) 881-8000

 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 (or for such shorter period that the
registrant was required to file such reports), 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.              

    36,748,550 shares of Common Stock at $.14 2/3 par value
                     as of December 15, 1997
                                
Total number of sequentially numbered pages in this filing, including
                      exhibits thereto: 12
                                
                                - 1 -

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                          MERCANTILE STORES COMPANY, INC.    
                              AND SUBSIDIARY COMPANIES      
                                        
                                FORM 10-Q           
                                       
                                     INDEX                    
                                        
                                        
PART I - FINANCIAL INFORMATION                    
                                        
   Item 1 - Financial Statements:
                                        
     Consolidated Condensed Balance Sheets -
          November 1, 1997 and February 1, 1997                    3
                                        
     Consolidated Condensed Statements of
          Income - For the thirteen and thirty-nine
          weeks ended November 1, 1997 and 
          November 2, 1996                                         4
 
     Consolidated Condensed Statements of
          Cash Flows - For the thirty-nine weeks         
          ended November 1, 1997 and November 2, 1996              5
                       
     Notes to Consolidated Condensed Financial
          Statements                                           6 - 8
                                        
   Item 2 - Management's Discussion and Analysis of
         Results of Operations and Financial
         Condition                                            9 - 11
                                        
PART II - OTHER INFORMATION                                      
 
  Item 4 - Submission of Matters to a Vote of       
          Security Holders                                        12
                                        
  Item 6 - Exhibits and Reports on Form 8-K                       12




                             - 2 -
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    MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
            CONSOLIDATED CONDENSED BALANCE SHEETS   
                   (in thousands)           

                                            November 1,    February 1,
                                               1997          1997
                                                       
Assets
Current Assets:
  Cash and cash equivalents                $    52,177    $   128,115
  Receivables:
     Customer, net                             536,172        571,336
     Other                                      12,542         16,851
  Inventories                                  744,124        560,666
  Other current assets                          29,008         26,334
                                           -----------    -----------
Total Current Assets                         1,374,023      1,303,302
  
Prepaid Pension & Other
    Noncurrent Assets                          111,933        100,994

Property and Equipment, net                    780,793        738,207
                                           -----------    -----------
Total Assets                               $ 2,266,749    $ 2,142,503
                                           ===========    ===========

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable                         $   214,441    $   112,485
  Current maturities of long-term debt          22,116         25,017
  Notes payable                                 42,300            -
  Accrued income taxes                          18,586         39,128
  Taxes other than income                       30,418         18,876
  Accrued payroll                               24,890         27,825
  Other current liabilities                     67,181         62,438
                                           -----------    ----------- 
     Total Current Liabilities                 419,932        285,769

Long-term Debt                                 206,480        229,910

Other Long-term Liabilities                     65,831         61,511

Stockholders' Equity                         1,574,506      1,565,313
                                           -----------    -----------
Total Liabilities & Stockholders' Equity   $ 2,266,749    $ 2,142,503
                                           ===========    ===========

       The accompanying notes are an integral part of these statements.

                             - 3 -
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                 MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
                      CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (in thousands, except per share and share data) 
                                
                              Thirteen Weeks Ended     Thirty-Nine Weeks Ended
                            November 1,   November 2,  November 1,   November 2,
                              1997           1996        1997           1996
                                                                      
Revenues                   $   753,730   $   727,741  $ 2,129,933   $ 2,042,677

Cost of goods sold
 (including occupancy
 and central buying
 expenses)                    527,599       495,379    1,500,590     1,416,275
                          -----------   -----------   ----------   -----------
    Gross Profit              226,131       232,362      629,343       626,402

Expenses and Other Income:

Selling, general and           
  administrative expenses     189,849       180,814     536,084        517,177
 
Interest expense, net           1,879         2,387       7,486          7,023

Other income                   (2,965)       (2,590)     (8,618)        (7,659)
                                                            
Impairment charge                -             -           -            12,000
                           -----------   -----------  ----------   ------------
                              188,763       180,611     534,952        528,541
                           -----------   -----------  ----------   ------------
Income before Provision
 for Income Taxes              37,368        51,751      94,391         97,861

Provision for
 income taxes                  14,658        20,663      37,025         39,068
                           -----------   -----------  ----------   ------------
Net Income                 $   22,710    $   31,088   $  57,366    $    58,793
                           ===========   ===========  ==========   ============

Net Income Per Share       $      .62    $      .85   $    1.56    $      1.60
                           ===========   ===========  ==========   ============
Dividends Declared
  Per Share                $      .60    $      .57   $    1.185   $      1.12
                           ============  ===========  ==========   ============

Weighted Average
 Shares Outstanding         36,748,550    36,844,050   36,788,213   36,844,050


        The accompanying notes are an integral part of these statements.
                                   
                                 - 4 -
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       MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                       (in thousands)           

                                             Thirty-Nine Weeks Ended
                                            November 1,        November 2,
                                               1997               1996

Cash Flows From Operating Activities:
Net Income                                  $   57,366         $   58,793

Adjustments to reconcile net income to net
cash provided by operating activities:
   Depreciation and amortization                57,716             61,346
   Deferred income taxes                         3,496             (4,671)
   Impairment charge                              -                12,000
   Equity in unremitted earnings of
           affiliated companies                    124                299
   Gain on sale of property                       (549)              -
   Net pension benefit                         (11,799)            (8,856)
   Change in inventories                      (183,458)          (183,593)
   Change in accounts receivable                39,473             35,433
   Change in accounts payable                  101,956             94,662
   Net change in other working
            capital items                      (18,597)           (32,744)
                                            -----------        -----------
Net cash provided by operating activities       45,728             32,669

Cash Flows From Investing Activities:
   Cash payments for property and equipment   (103,229)          (101,891)
   Proceeds from sale of property                3,415               -
   Net change in other noncurrent
        assets and liabilities                    (673)              (335)
                                            -----------       ------------
Net cash used in investing activities         (100,487)          (102,226)

Cash Flows From Financing Activities:
   Payments of long-term debt                  (26,331)            (4,232)
   Increase in notes payable                    42,300               -
   Repurchase of common stock                   (4,599)              - 
   Dividends paid                              (32,549)           (30,764)
                                            -----------        -----------
Net cash used in financing activities          (21,179)           (34,996)

Net decrease in cash and cash equivalents      (75,938)          (104,553)
Beginning cash and cash equivalents            128,115            161,893
                                            -----------        -----------
Ending cash and cash equivalents            $   52,177         $   57,340 
                                            ===========        ===========

Supplemental Cash Flow Information:
   Interest paid                            $    18,635        $   18,516 
   Income taxes paid                        $    50,466        $   62,912

    The accompanying notes are an integral part of these statements.

                                 - 5 -
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    MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
                NOTES TO CONSOLIDATED CONDENSED
                      FINANCIAL STATEMENTS

1. Nature of Operations
   Mercantile Stores Company, Inc. (the "Company") is a conventional department
   store retailer engaged in the general merchandising business. The Company
   operates 104 department stores and 17 home fashion stores under 13
   different names in a total of 17 states.  A subsidiary, Mercantile Credit
   Corp., provides servicing for the Company's private label credit program.
   The Company also maintains a partnership interest in five operating
   shopping center ventures and one land ownership venture.

2. Accounting Policies
   The consolidated condensed financial statements included herein have been
   prepared by the Company, without audit, pursuant to the rules and regulations
   of the Securities and Exchange Commission with respect to Form 10-Q. Certain
   information and footnote disclosures normally included in financial
   statements prepared in accordance with generally accepted accounting
   principles have been condensed or omitted pursuant to such rules and
   regulations, although the Company believes that the disclosures made herein
   are adequate to make the information not misleading.  It is suggested that
   these consolidated condensed financial statements be read in conjunction
   with the financial statements and the notes thereto included in the Company's
   latest annual report on Form 10-K.

   Interim statements are subject to possible adjustments in connection with
   the annual audit of the Company's accounts for the full 1997 fiscal year.
   In the Company's opinion, all adjustments (consisting only of normal
   recurring adjustments) necessary for fair statement presentation have
   been included.

   Because of seasonality, the results of operations for the periods presented
   are not necessarily indicative of the results expected for the year ending
   January 31, 1998.

3. Revenues
   Revenues include sales from retail operations, leased departments and finance
   charge revenue earned on customer accounts serviced by the Company under its
   private label credit program. Finance charge revenue is recognized in the
   period in which it is earned.  Finance charge revenue for the 1997 third
   quarter and nine-month period ending November 1, 1997 amounted to $21
   million and $64 million, respectively, compared to $20 million and $63
   million for the third quarter and nine-month period ending November 2, 1996.

4. Cash and Cash Equivalents
   Cash and cash equivalents represent cash and short-term, highly liquid
   investments with a maturity of ninety days or less.


                                (Continued)

                                   - 6 -
<PAGE>                                


    MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
                NOTES TO CONSOLIDATED CONDENSED
                      FINANCIAL STATEMENTS
                                
                          (Continued)

5. Customer Receivables
   Customer receivables at November 1, 1997 and February 1, 1997 are net of an
   allowance for doubtful accounts of $16.5 million and $16.4 million,
   respectively.  Concentrations of credit risk with respect to customer
   receivables are limited due to the large number of customers comprising the
   Company's credit card base, and their geographic dispersion across the
   country. 

6. Merchandise Inventories
   All retail inventories are valued by the retail method and stated on the
   last-in, first-out (LIFO) cost basis, which is lower than market. Since
   inventories under the LIFO method are based on an annual determination of
   quantities and costs, the inventories at interim periods are based on
   certain estimates relating to quantities and costs as of the fiscal year-end.

7. Stockholders' Equity
   During the first quarter of 1997, the Board of Directors authorized the
   Company to purchase up to 1,500,000 shares of its common stock in the open
   market over a time frame which may extend to ten years.  These shares are
   to be held as Treasury stock and are to be used solely to satisfy
   requirements arising from the exercise of options granted under the Stock
   Option Plan, which is discussed in Note 8 of Notes to Consolidated
   Condensed Financial Statements.  During the nine-month period ended
   November 1, 1997, under this program, the Company purchased 95,500 shares
   of its common stock at a cost of approximately $4.6 million.

   The following is a summary of the changes in stockholders' equity for the
   nine months ended November 1, 1997 (in thousands):

                                 Common Stock
                    ----------------------------------     Addt'l
                         Issued          Treasury         Paid In  Retained
                    Shares   Amount    Shares   Amount    Capital  Earnings
   Balance at
   February 1, 1997 36,887   $ 5,410       43   $     7   $ 6,018  $1,553,892
   Treasury stock
      acquired        -         -          96     4,599        -        -
   Dividends
      declared        -         -          -       -          -       (43,574)
   Net Income         -         -          -       -          -        57,366
                   ------    -------    -----   -------    ------- -----------
   Balance at    
   Nov. 1, 1997    36,887    $ 5,410      139   $ 4,606    $ 6,018 $1,567,684
                   ======    =======    =====   =======    ======= ===========


                                (Continued)
  
  
                                   - 7 -
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    MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
                NOTES TO CONSOLIDATED CONDENSED
                      FINANCIAL STATEMENTS
                                
                          (Continued)

8. 1996 Stock Option Plan
   On December 3, 1996, the Company adopted the Mercantile Stores Company, Inc.
   1996 Stock Option Plan (the Plan), which provides for the issuance of stock
   option awards, beginning in 1997, to certain employees designated by the
   Company's Board of Directors.  Stock options awarded under the Plan will be
   granted at an exercise price equal to the fair market value of the
   Company's common stock on the date of grant and will generally become
   exercisable in equal increments over a four-year period.  The maximum number
   of shares available for awards under the Plan is 1,500,000.  During the
   nine-month period ended November 1, 1997, 95,500 stock options were granted
   under the Plan at an exercise price of $48.06 per share.

9. Impairment Charge
   During the first quarter of 1996, the Company adopted Statement of Financial
   Accounting   Standards (SFAS) No. 121, "Accounting for the Impairment of
   Long-Lived Assets and for Long-Lived Assets to Be Disposed of," which
   addresses the identification and measurement of asset impairments and
   requires the recognition of impairment losses on long-lived assets when
   carrying values exceed expected future cash flows.  The Company evaluated
   its investment in long-lived assets on an individual store basis.  Based
   upon an assessment of historical and projected operating results, it was
   determined that the carrying value of certain operating stores was impaired
   under the criteria defined in SFAS No. 121.  As a result, the Company
   recorded a pre-tax impairment charge of $12 million (a net of tax impact
   of $7.2 million, or $.20 per share) to write down the carrying value of these
   assets to their estimated fair value.  The fair value of these assets was
   based on operating projections and discounted future cash flows.

10. Earnings Per Share
    In February 1997, the Financial Accounting Standards Board issued SFAS No.
    128, "Earnings Per Share," which establishes new standards for computing
    and presenting earnings per share (EPS).  SFAS No. 128 replaces the
    presentation of primary EPS with basic EPS and requires the presentation of
    diluted EPS for all entities with complex capital structures.  Basic EPS
    excludes all dilution, while diluted EPS reflects the potential dilution
    that could occur if stock options or other contracts to issue common stock
    were exercised.  The provisions of SFAS No. 128 are required to be adopted
    for all financial statements issued after December 15, 1997 and prior-period
    EPS data must be restated to conform with the requirements of this new
    standard.  Under SFAS No. 128, basic EPS and diluted EPS for the quarter
    and nine-month periods ended November 1, 1997 and November 2, 1996 would
    have been identical to the EPS data reported.

<PAGE>

                                  - 8 -


        MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                    AND FINANCIAL CONDITION
                                
Material Changes in the Results of Operations for the Third Quarter and
Nine-Month Periods of 1997 Compared to the Third Quarter and Nine-Month Periods
of 1996


Revenues increased by 3.6% to $754 million in the 1997 third quarter and by
4.3% to $2,130 million in the nine-month period. Sales from retail operations
amounted to $733 million in the 1997 third quarter, an increase of 3.6% over
the third quarter of 1996 and were $2,066 million in the first nine months of
1997, an increase of 4.3%, over last year's nine-month period. Comparable store
sales were relatively flat in the quarter and increased 1.1% in the 1997
nine-month period.  Finance charge revenue increased 1.9% to $21 million in the
1997 third quarter and by 2.1% to $64 million in the nine-month period.

Cost of Goods Sold (COGS), as a percent to revenues, increased 1.9% to 70% in
the third quarter of 1997. For the nine-month period, COGS increased 1.1% to
70.4% from the comparable 1996 period.  Merchandise margins decreased by 2.7%
in the third quarter and 1.7% in the nine-month period.  This decline in both
the quarter and nine-month period was due to increases in the level of
markdowns as well as an intensification of other promotional activities such as
the extension of volume discounts to the Company's better customers.  The
increase in these promotional costs was partially offset by a reduction in the
LIFO provision of .5% and .4%, in the quarter and nine-month period,
respectively, as well as minor reductions in occupancy expenses in both periods.

Selling, general and administrative expenses, as a percent to revenues,
increased .3% in the third quarter and declined .2% in the nine-month period.
The increase in the quarter was due to a .4% increase in marketing costs
associated with the higher promotional environment and a .1% increase
in payroll and payroll-related expenses which resulted, primarily, from the flat
comparable sales results posted for the quarter.  These increases were partially
offset by a .2% decline in other operating expenses.  The reduction in the
nine-month period was  attributable to a decline of .1% in payroll and
payroll-related expenses and a decrease of  .2% in other operating expenses,
which were partially offset by an increase of .2% in marketing costs.

During the first quarter of 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of," which addresses the
identification and measurement of asset impairments and requires the
recognition of impairment losses on long-lived assets when carrying values
exceed expected future cash flows.  The application of this new accounting
standard resulted in a pre-tax impairment charge of $12 million to write
down the carrying value of certain operating stores to their estimated fair
value.

                          (Continued)
                                
                             - 9 -
<PAGE>



        MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                       AND FINANCIAL CONDITION
                                
                          (Continued)

Material Changes in Financial Condition From February 1, 1997 to
November 1, 1997
                                
The retail business is highly seasonal with approximately one-third of annual
sales being generated in the fourth quarter which encompasses the important
Christmas selling season.  As a result, significant variations can occur when
comparing financial conditions at the above dates.

The decrease of $76 million in cash and cash equivalents during the period was
attributable primarily to the $103 million of payments for capital expenditures
and the $21 million of net cash used for financing activities.  These net cash
outlays were partially funded by the $46 million of cash generated by
operations.

Net customer receivables decreased approximately $35 million due to the normal
paydown of peak year-end balances.

Inventories increased $183 million during the period primarily due to the
normal replenishment of inventory levels which are traditionally at their low
point at the fiscal year-end and approximate peak levels by the end of
the third quarter.  Merchandise requirements for new stores (approximately $20
million) also contributed to this increase.  The increase of $102 million in
accounts payable was significantly attributable to the increase in inventory
levels.

Accrued income taxes declined $20 million due to payments of federal and state
income taxes, partially offset by the provision for taxes on current year
income.

There have been no material changes in the Company's anticipated capital
expenditure requirements from those indicated in the 1996 Annual Report. During
the 1997 third quarter, the Company opened a 210,000-square foot Maison Blanche
store in the new Mall of Louisiana in Baton Rouge, Louisiana.

As referenced in Note 8 of Notes to Consolidated Condensed Financial Statements,
the Company adopted a Stock Option Plan under which options covering 95,500
shares were granted by the end of the 1997 first quarter.  As indicated in
Note 7 of Notes to Consolidated Condensed Financial Statements, it is the
Company's intent to purchase in the open market and hold in the Treasury shares
equal to those eventually exercisable under such Stock Option Plan.  At
November 1, 1997, 95,500 shares had been purchased under this program at an
approximate cost of $4.6 million.


                          (Continued)
                                


                             - 10 -

<PAGE>

            MERCANTILE STORES COMPANY, INC. AND SUBSIDIARY COMPANIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                          AND FINANCIAL CONDITION

                            (Continued)

Material Changes in Financial Condition From February 1, 1997 to
November 1, 1997

Payments of long-term debt totaled $26 million during the 1997 nine-month
period.  During the third quarter, the Company paid the 1997 mandatory sinking
fund requirement of $19 million on the 6.7% Notes due in 2002.  In addition to
scheduled payment of long-term debt, the Company paid off $2 million of variable
rate Industrial Revenue Bonds when the underlining property was sold.

The Company satisfies short-term financing needs primarily through internally
generated funds.  In addition, the Company has in place a committed, unsecured
$200 million revolving credit facility. This arrangement is with a consortium of
seven banks and expires in August, 2000.  When used, interest rates will
be based, at the Company's option, on either the banks' best rates under a
competitive bid environment or a predefined spread over the LIBOR rate. In
addition to this committed facility, the Company has available uncommitted 
ines of credit totaling $120 million. During the 1997 nine-month period,
peak borrowings under these arrangements amounted to $46 million with
$42 million remaining outstanding at the end of the quarter.  The average
interest rate during the borrowing period was 5.77%.
                                
                                
                                
                                
                             - 11 -
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                  PART II  - OTHER INFORMATION

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

   (a) There were no matters submitted to a vote of security holders during the
       quarterly period ended November 1, 1997.



Item 6 - Exhibits and reports on form 8-K

   (a) Exhibit 27 - Financial Data Schedule    (filed electronically).

   (b) There were no reports on Form 8-K filed for the quarterly
       period ended November 1, 1997.


                           SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                    MERCANTILE STORES COMPANY, INC.
                              (Registrant)


December 15, 1997
     (Date)
                                   s/James M. McVicker
                              (James M. McVicker, Senior Vice President,
                                   and Chief Financial Officer)
                                
                                
                                
                                
                                
                                
                              - 12 -
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