<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 August 1, 1998

                                           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. 
231,722,854 shares of common stock, $0.50 par value, as of August
1, 1998.





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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)
                                           August 1,     August 2,    Jan. 31, 
ASSETS                                       1998          1997         1998   

Current Assets:
   Cash and cash equivalents              $      338   $       26    $      199
   Accounts receivable, net                    1,764        1,901         2,164
   Merchandise inventories                     2,575        2,553         2,433
   Other current assets                           71          131            82
      Total Current Assets                     4,748        4,611         4,878

Property and Equipment, at cost                7,066        6,600         6,787
Accumulated Depreciation                      (2,756)      (2,398)       (2,563)
   Net Property and Equipment                  4,310        4,202         4,224

Goodwill                                         740          773           752
Other Assets                                      71           86            76

      Total Assets                        $    9,869   $    9,672    $    9,930


LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities:
   Notes payable and current
      maturities of long-term debt        $       48   $      394    $      233
   Accounts payable                              965          959           842
   Accrued expenses                              692          639           640
   Income taxes                                   22           24           151
      Total Current Liabilities                1,727        2,016         1,866

Long-term Debt                                 3,469        3,521         3,512

Deferred Income Taxes                            461          417           449

Other Liabilities                                279          267           277

ESOP Preference Shares                           333          343           337

Unearned Compensation                           (300)        (317)         (320)

Shareowners' Equity                            3,900        3,425         3,809

      Total Liabilities and 
        Shareowners' Equity               $    9,869   $    9,672    $    9,930


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



                                            2

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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      
                                  Aug. 1,     Aug. 2,     Aug. 1,       Aug. 2,
                                   1998        1997        1998          1997   

Net Retail Sales               $     2,818  $    2,662 $     5,550   $    5,234

Revenues                       $     2,889  $    2,749 $     5,706   $    5,424
Cost of sales                        2,019       1,921       4,002        3,802
Selling, general and
  administrative expenses              587         559       1,171        1,114
Interest expense, net                   65          76         132          152
Earnings before income taxes           218         193         401          356
Provision for income taxes              87          77         160          142

Net earnings before
  extraordinary loss                   131         116         241          214
Extraordinary loss related to
  early extinguishment
  of debt                                -           -           -           (4)

Net Earnings                   $       131  $      116 $       241   $      210

Basic earnings per share:
Net earnings before
  extraordinary loss                   .55         .48        1.00          .87
Extraordinary loss                       -           -           -         (.01)
Net Earnings                   $       .55  $      .48 $      1.00   $      .86

Diluted earnings per share:
Net earnings before
  extraordinary loss                   .53         .46         .97          .84
Extraordinary loss                       -           -           -         (.01)
Net Earnings                   $       .53  $      .46 $       .97   $      .83
                                                                             
Dividends Paid per 
  Common Share                 $   .31-3/4  $      .30 $   .63-1/2   $      .60

Weighted average shares
  outstanding:
  Basic                              231.4       231.3       231.2        233.4
  Diluted                            248.1       248.1       248.0        250.1










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

                                            3

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

(Millions)                                                  26 Weeks Ended     
                                                          Aug. 1,      Aug. 2,
                                                           1998         1997   
Operating Activities:
  Net earnings and depreciation/amortization           $      449    $      407 
  Decrease in working capital (excluding
     cash, cash equivalents and short-term
     debt)                                                    316           347 
  Other assets and liabilities, net                            14            15 

                                                              779           769 

Investing Activities:
  Net additions to property and equipment                    (282)         (236)

Financing Activities:
  Net issuances of notes payable                                -           136 
  Net repayments of long-term debt                           (202)         (305)
  Net acquisitions of treasury stock                            -          (290)
  Dividend payments, net of tax benefit                      (156)         (150)

                                                             (358)         (609)

Increase (Decrease) in Cash and Cash
  Equivalents                                          $      139    $      (76)

                                                                              

Cash paid during the period:

  Interest                                             $      121    $      150
  Income Taxes                                                242           238
                                                                            



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
















                                            4
<PAGE>
                   THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interim Results.  These unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-Q of The Securities and Exchange Commission and should
be read in conjunction with the Notes to Consolidated Financial
Statements (pages 21-27) in the 1997 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 1998 and 1997.  The year-to-date LIFO
provision was $16 million in 1998 and 1997.

Acquisition.  On August 3, 1998, registrant agreed to purchase 11
former Mercantile stores from Dillard's.  The transaction, which is
expected to close in September, will be accounted for as a purchase
and will not have a material impact on the registrant's financial
statements.

Common Stock Repurchase Programs.  On August 3, 1998, registrant
reduced its $650 million common stock repurchase program, announced
in February 1998, to $500 million.  As of August 1, 1998,
registrant has repurchased approximately $51 million of common
stock, or approximately 0.8 million shares at an average price of
$64 per share, under the program.

Extraordinary Item.  During the first quarter of 1997, registrant
recorded an extraordinary aftertax loss of $4 million ($5 million
pretax), or $.01 per share, as it retired $100 million of 9.875%
debentures due to mature June 1, 2017.

Summarized Financial Information - The May Department Stores
Company, New York.  Summarized financial information of The May
Department Stores Company, New York, is set forth below (millions).

                                      August 1,        January 31,    
                                        1998              1998        
Financial Position

   Current assets                    $   4,749         $   4,878         
   Noncurrent assets                     5,203             5,048         
   Current liabilities                   1,757             1,894         
   Noncurrent liabilities                7,409             7,437         

                                  August 1, 1998               August 2, 1997 
                             13 Weeks      26 Weeks       13 Weeks      26 Weeks
                               Ended         Ended          Ended         Ended
Operating Results

   Revenues                 $  2,889      $  5,706        $  2,749     $   5,424
   Cost of sales               2,019         4,002           1,921         3,802
   Net earnings                   84           147              79           124

                                            5
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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).

<TABLE>
<CAPTION>

                                                  13 Weeks Ended                        
                                   August 1, 1998                 August 2, 1997        
                           Earnings     Shares     EPS    Earnings     Shares      EPS  
<S>                        <C>            <C>    <C>      <C>            <C>     <C>
Net earnings               $    131                       $     116
ESOP preference
  shares' dividends              (4)                             (4)
                                                                                        
Basic EPS                       127       231.4  $  0.55        112      231.3   $  0.48

ESOP preference
  shares                          3        14.8                   3       15.3
Assumed exercise of
  options (treasury
  stock method)                   -         1.9                   -        1.5

Diluted EPS                $    130       248.1  $  0.53  $     115      248.1   $  0.46


                                                  26 Weeks Ended                        
                                   August 1, 1998                 August 2, 1997        
                           Earnings     Shares     EPS    Earnings     Shares      EPS  
Net earnings               $    241                       $     214
ESOP preference
  shares' dividends              (9)                             (9)
                                                                                        
Basic EPS                       232       231.2  $  1.00        205      233.4   $  0.87

ESOP preference
  shares                          7        14.9                   7       15.4
Assumed exercise of
  options (treasury
  stock method)                   -         1.9                   -        1.3   

Diluted EPS                $    239       248.0  $  0.97  $     212      250.1   $  0.84

</TABLE>

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

Financial Condition

Key financial ratios for the periods indicated are as follows:

                                           Aug. 1,       Aug. 2,      Jan. 31,
                                            1998          1997          1998   

Current Ratio                                  2.7           2.3           2.6
Debt-Capitalization Ratio                       43%           48%           44% 
Fixed Charge Coverage*                         4.3x          3.9x          4.1x

 *  Fixed charge coverage, which is presented for the trailing 52
    weeks ended August 1, 1998, January 31, 1998, and August 2,
    1997, 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.
                                            6

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Financial Condition (cont.)

Registrant's second quarter 1998 current ratio increased as
compared with second quarter 1997 primarily due to a decrease in
notes payable and current maturities of long-term debt.  

Registrant's second quarter 1998 current ratio increased compared
with year-end 1997 due mainly to decreases in notes payable and
current maturities of long-term debt which more than offset the
seasonal decrease in accounts receivable.

The second quarter 1998 debt-capitalization ratio decreased from
the second quarter of 1997 due primarily to a $398 million
reduction in notes payable and long-term debt outstanding.  This
reduction was funded by cash flow from operations which was
favorably impacted by lower accounts receivable levels.  

The registrants' fixed charge coverage ratio for the 52 weeks ended
August 1, 1998 increased as compared with the 52 week periods ended
August 2, 1997 and January 31, 1998 due primarily to increased
earnings and a decrease in net interest expense.  The decrease in
net interest expense for the 52 weeks ended August 1, 1998 was a
result of lower average debt balances and higher cash equivalent
balances.

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
          5.8%                    4.3%                 6.0%                 4.4%

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.

                                        Second Quarter         First Six Months
                                        1998     1997           1998      1997 

Cost of sales                           69.9%     69.9%         70.1%      70.1%
Selling, general and
  administrative expenses               20.3      20.3          20.5       20.5
Interest expense, net                    2.3       2.8           2.4        2.8

Earnings before income taxes             7.5       7.0           7.0        6.6

Provision for income taxes              40.0*     40.0*         40.0*      40.0*
                                          
Net Earnings                             4.5%      4.2%          4.2%       3.9%

* - Percent represents effective income tax rate.
                                            7

<PAGE>
Cost of sales was $2,019 million in the 1998 second quarter, up
5.1% from $1,921 million in the 1997 second quarter.  For the first
six months of 1998, cost of sales was $4,002 million, a 5.2%
increase from $3,802 million in the 1997 period.  The overall
increases are primarily related to higher sales.  As a percent of
revenues, cost of sales remained constant in comparison to both the
second quarter and first six months of 1997.  A small deterioration
in gross margin, resulting from the  impact of a decrease in the
finance charge component of revenues, was offset by an improvement
in buying and occupancy expenses.  The finance charge component of
revenues decreased 7.3% for the second quarter and 7.8% for the
first six months with no corresponding decrease in cost of sales. 
For the second quarter and first six months of each year, the LIFO
charge was $8 million and $16 million, respectively.
  
Selling, general and administrative expenses were $587 million in
the 1998 second quarter, compared with $559 million in the 1997
second quarter, a 5.0% increase.  For the first six months of 1998,
selling, general and administrative expenses were $1,171 million
compared with $1,114 million in the 1997 period, a 5.1% increase. 
The increases are primarily related to higher sales.  Selling,
general and administrative expenses, as a percent of revenues,
remained constant for both the second quarter and first six months
of 1998 as compared with 1997.  A decrease in bad debt expense
related to lower delinquency and charge-off rates combined with
decreased use of registrant's proprietary credit cards was offset
by increases in retirement and profit sharing expense and other
selling, general and administrative expenses.

Net interest expense for the second quarter and first six months of
1998 and 1997 was as follows (millions):

                                       Second Quarter          First Six Months
                                       1998      1997            1998      1997

Interest expense                      $  73    $   81          $  149     $ 165
Interest income                          (4)       (2)            (11)       (6)
Capitalized interest                     (4)       (3)             (6)       (7)
  Net Interest Expense                $  65    $   76          $  132     $ 152

Net interest expense decreased in the 1998 second quarter and first
six months due to decreased average debt balances and increased
average cash equivalent balances.  As a percent of revenues, net
interest expense decreased 0.5% for the second quarter and 0.4% for
the first six months.













                                            8

<PAGE>
Operating results for the trailing years were as follows (millions,
except per share):
                                                            52 Weeks Ended     
                                                        Aug. 1,        Aug. 2,
                                                         1998           1997   

   Net retail sales                                   $   12,646     $   11,948

   Revenues                                           $   12,967     $   12,380

   Net earnings                                       $      806     $      755

   Fully diluted earnings per share                   $     3.24     $     2.89


                   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

   (a)    The annual meeting of shareowners of registrant was held on
          May 22, 1998.

   (b)    At the annual meeting of shareowners of registrant held on
          May 22, 1998, action was taken with respect to:

          (i)     the election of six directors of registrant;
                                                                       Authority
                                                      For              Withheld

                  John L. Dunham                  204,350,586          2,280,069
                  Eugene S. Kahn                  204,347,786          2,282,869
                  Helene L. Kaplan                204,329,929          2,300,726
                  Edward H. Meyer                 204,083,410          2,547,245
                  Murray L. Weidenbaum            204,102,591          2,528,064
                  R. Dean Wolfe                   204,314,939          2,315,716

          (ii)    a ratification of the appointment of Arthur Andersen
                  LLP as independent auditors (205,720,539 votes in
                  favor, 543,552 votes against and 366,564 votes
                  abstained);

          (iii)   a proposal relating to a classified Board of
                  Directors (76,828,030 votes in favor, 111,916,346
                  votes against, 2,406,072 votes abstained and
                  15,480,207 not voted);

                                            9

<PAGE>
          All such proposals were set forth and described in detail
          in the Notice of Annual Meeting and Proxy Statement of
          registrant dated April 22, 1998, filed with the Commission
          pursuant to Rule 12b-23 (b).

Item 5 - Other Information 

          With respect to registrant's 1999 annual meeting of
          shareowners, in order for a shareowner proposal not
          submitted in accordance with Rule 14a-8 under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), to
          be timely within the meaning of Rule 14a-4(c) of the
          Exchange Act, such proposal must be submitted not later than
          February 21, 1999.  In order for such a proposal to be
          timely under registrant's by-laws, it must be submitted not
          later than February 21, 1999 and not earlier than February
          6, 1999.

Item 6 - Exhibits and Reports on Form 8-K

   (a)    Exhibits

          (3)     - By-Laws of Registrant, as amended
          (12)    - Computation of Ratio of Earnings to Fixed Charges
          (27)    - Financial Data Schedule

   (b)    Reports on Form 8-K - None.





                                       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, 1998

                                                                              
                                                John L. Dunham
                                         Executive Vice President and
                                            Chief Financial Officer









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