<PAGE>


                                 UNITED STATES
                      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 2, 2003

                                      OR

[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________



                          Commission File Number 1-79



                       THE MAY DEPARTMENT STORES COMPANY
            (Exact name of registrant as specified in its charter)



            Delaware                                  43-1104396
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)



611 Olive Street, St. Louis, Missouri                     63101
(Address of principal executive offices)                (Zip Code)


                                (314) 342-6300
                        (Registrant's telephone number,
                             including area code)


Indicate by check mark whether the registrant (1) has filed all reports
Required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.                       YES   X    NO

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).                       YES   X    NO

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 288,596,818 shares of common
stock, $.50 par value, as of August 30, 2003.

                                          1

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

(millions)
                                         Aug. 2,     Aug. 3,       Feb. 1,
ASSETS                                     2003        2002          2003

Current assets:
  Cash and cash equivalents             $      77   $      96     $      55
  Accounts receivable, net                  1,479       1,579         1,741
  Merchandise inventories                   2,932       2,993         2,857
  Other current assets                         83          55            69
     Total current assets                   4,571       4,723         4,722

Property and equipment, at cost             9,210       9,301         9,205
Accumulated depreciation                   (4,008)     (3,952)       (3,739)
  Property and equipment, net               5,202       5,349         5,466

Goodwill                                    1,455       1,433         1,441
Intangible assets, net                        172         177           176
Other assets                                  131         118           131

     Total assets                       $  11,531   $  11,800     $  11,936


LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities:
  Short-term debt                       $     138   $       -     $     150
  Current maturities of
    long-term debt                            164         268           139
  Accounts payable                          1,046       1,087         1,099
  Accrued expenses                          1,031         933         1,014
  Income taxes payable                         17         115           264
    Total current liabilities               2,396       2,403         2,666

Long-term debt                              3,934       4,327         4,035

Deferred income taxes                         816         716           710

Other liabilities                             371         374           377

ESOP preference shares                        249         279           265

Unearned compensation                         (91)       (152)         (152)

Shareowners' equity                         3,856       3,853         4,035

     Total liabilities and
       shareowners' equity              $  11,531   $  11,800     $  11,936

           The accompanying notes to condensed consolidated financial
            statements are an integral part of these balance sheets.

                                          2

<PAGE>
              THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                  (Unaudited)

(millions, except per share)          13 Weeks Ended        26 Weeks Ended
                                   Aug. 2,    Aug. 3,     Aug. 2,    Aug. 3,
                                      2003       2002        2003       2002

Net sales                         $  3,000   $  3,030    $  5,873   $  6,126
Cost of sales:
  Recurring                          2,118      2,119       4,206      4,322
  Restructuring markdowns                -         20           -         20
Selling, general, and
  administrative expenses              657        657       1,297      1,315
Restructuring costs                    318         39         318         79
Interest expense, net                   80         86         160        169
Earnings (loss) before
  income taxes                        (173)       109        (108)       221
Provision (credit) for
  income taxes                         (63)        40         (70)        82

Net earnings (loss)               $   (110)  $     69    $    (38)  $    139

Basic earnings (loss) per share   $   (.39)  $    .22    $   (.16)  $    .45

Diluted earnings (loss) per share $   (.39)  $    .22    $   (.16)  $    .45

Dividends paid per
  common share                    $    .24   $.23-3/4    $    .48   $.47-1/2

Weighted average shares
  outstanding:
  Basic                              289.8      288.4       289.8      288.0
  Diluted                            289.8      308.9       289.8      308.9

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

                                          3

<PAGE>
              THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

(millions)                                                26 Weeks Ended
                                                      Aug. 2,        Aug. 3,
                                                        2003           2002
Operating Activities:
  Net earnings (loss)                               $      (38)   $      139
  Depreciation and other amortization                      276           262
  Intangible asset amortization                              4             5
  Asset impairment                                         315             -
  Division combination costs                                 -            99
  Working capital changes:
    Accounts receivable, net                               262           358
    Merchandise inventories                                (75)         (137)
    Other current assets                                    (9)            3
    Accounts payable                                       (53)           65
    Accrued expenses                                        26           (22)
    Income taxes payable                                  (147)         (158)
  Other, net                                                (3)           31

Cash flows from operations                                 558           645

Investing Activities:
  Net additions to property and equipment and
    business combination                                  (349)         (377)

Cash flows used for investing activities                  (349)         (377)

Financing Activities:
  Net short-term debt repayments                           (12)          (78)
  Net long-term debt repayments                            (16)          (13)
  Net issuances (repurchases) of common stock              (13)           12
  Dividend payments                                       (146)         (145)

Cash flows used for financing activities                  (187)         (224)

Increase in cash and cash equivalents                       22            44

Cash and cash equivalents,
  beginning of period                                       55            52

Cash and cash equivalents,
  end of period                                     $       77    $       96

Cash paid during the period:

  Interest                                          $      173    $      183
  Income taxes                                              82           212

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

                                          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 29-35) in the 2002 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 fiscal year.

Restructuring Costs.  Restructuring costs consisted of the following:

  Store Divestitures.  In the 2003 second quarter, the company announced its
  intention to divest 34 department stores.  The store divestitures will result
  in asset impairment, severance, and other charges of approximately $380
  million, of which $318 million were recognized in the 2003 second quarter.
  The 2003 second quarter costs consisted of $315 million of asset impairment
  charges and $3 million of initial severance benefits.

  Asset impairment charges were recorded to reduce store assets to their
  estimated fair value because of the shorter period over which they will be
  used.  Estimated fair values were based on estimated market values for similar
  assets.  Additional severance, inventory liquidation, and other charges will
  be incurred as each store is divested.

  Division Combination Costs.  In 2002, the company recorded $114 million of
  division combination charges.  Of these charges, $59 million were recognized
  in the 2002 second quarter, $20 million of which were included as cost of
  sales.  Charges of $99 million were recognized in the first six months of
  2002, $20 million of which were included as cost of sales.  The significant
  components of the division combination costs and status of the related
  liability are summarized below:

  (millions)               Total |   Balance               Non-cash   Balance
                          Charge |  Feb. 1, 2003 Payments    Uses   Aug. 2, 2003
  Severance and                  |
   relocation benefits     $  59 |    $ 17        $  12     $   -         $  5
  Inventory alignment         23 |       -            -         -            -
  Central office closure      15 |       -            -         -            -
  Other                       17 |       7            2         4            1
    Total                  $ 114 |    $ 24        $  14     $   4         $  6

  Severance and relocation benefits include severance for approximately 2,000
  associates and the costs to relocate certain employees.  Inventory alignment
  includes the markdowns to conform merchandise assortments and to synchronize
  pricing and promotional strategies.  Central office closure primarily includes
  accelerated depreciation of fixed assets in the closed central offices.
  Remaining severance costs will be paid by the end of fiscal 2004.

Business Combination.  In June 2003, the company purchased certain assets of
Modern Tuxedo.  This business combination consisted of 25 locations in the
Chicago metropolitan area and did not have a material effect on results of
operations or financial position.

                                          5

<PAGE>

Income Taxes.  The effective income tax rate for the first six months of 2003
was 65.4%, compared with 37.0% in the first six months of 2002.  The change is
due to a $31 million tax credit recorded in the 2003 first quarter upon the
resolution of various federal and state income tax issues.  Excluding the $31
million tax credit, the company's 2003 estimated effective tax rate is 37.0%.

Inventories.  Merchandise inventories are principally valued at the lower of
LIFO (last-in, first-out) cost basis or market using the retail method.

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

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
                                Aug. 2, 2003               Aug. 3, 2002
                         Earnings   Shares   EPS    Earnings   Shares    EPS
Net earnings (loss)       $  (110)                   $   69
ESOP preference shares'
 dividends                     (4)                       (5)

Basic EPS                    (114)   289.8  $ (.39)      64     288.4  $  .22

ESOP preference shares          -       -                 4      18.7
Assumed exercise of
 options (treasury
 stock method)                  -       -                 -       1.8

Diluted EPS               $  (114)   289.8  $ (.39)  $   68     308.9  $  .22

                                           26 Weeks Ended
                                 Aug. 2, 2003              Aug. 3, 2002
                         Earnings   Shares   EPS    Earnings   Shares   EPS
Net earnings (loss)       $   (38)                   $  139
ESOP preference shares'
 dividends                     (8)                       (9)

Basic EPS                     (46)   289.8  $ (.16)     130     288.0  $  .45

ESOP preference shares          -        -                8      18.9
Assumed exercise of
 options (treasury
 stock method)                  -        -                -       2.0

Diluted EPS               $   (46)   289.8  $ (.16)  $  138     308.9  $  .45

Diluted shares and equivalents exclude all stock options and 17 million ESOP
shares from the EPS calculation for the 13 and 26 weeks ended August 2, 2003
because their effect is antidilutive.

                                          6

<PAGE>
Stock Compensation Plans.  Effective February 2, 2003, the company adopted the
fair value recognition provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation."  The
company adopted SFAS No. 123 using the prospective transition method, under
which all stock-based compensation granted after February 2, 2003 is expensed
using the fair value method.

Stock option expense is recorded over each option grant's vesting period,
usually four years.  Accordingly, the cost related to stock-based employee
compensation included in net earnings (loss) using the prospective method of
transition is less than it would have been had the fair value method been
applied retroactively to all outstanding grants.  The following table
illustrates the pro forma effect on net earnings (loss) and earnings (loss) per
share for the second quarter and first six months of 2003 if the fair value
based method had been applied retroactively rather than prospectively to all
outstanding unvested grants.

(millions)                                 13 Weeks Ended     26 Weeks Ended
                                          Aug. 2,  Aug. 3,   Aug. 2,  Aug. 3,
                                           2003     2002      2003      2002

Net earnings (loss), as reported         $ (110)   $   69    $  (38)  $  139
Add:    Compensation expense for
         employee stock options
         included in net earnings,
         net of tax                           1         -         1        -
Deduct: Total compensation expense
         for employee stock options
         determined under retroactive
         fair value based method,
         net of tax                          (6)       (6)      (13)     (10)
Pro forma net earnings (loss)            $ (115)   $   63    $  (50)     129

Earnings (loss) per share:
  Basic - as reported (prospective)      $ (.39)   $ 0.22    $ (.16)  $ 0.45
  Basic - pro forma (retroactive)        $ (.41)   $ 0.20    $ (.21)  $ 0.41

  Diluted - as reported (prospective)    $ (.39)   $ 0.22    $ (.16)  $ 0.45
  Diluted - pro forma (retroactive)      $ (.41)   $ 0.20    $ (.21)  $ 0.41

Lease Obligations.  The company is a guarantor with respect to certain lease
obligations of previously divested businesses. The leases, two of which include
potential extensions to 2087, have future minimum lease payments aggregating
approximately $844 million, and are offset by payments from existing tenants
and subtenants. In addition, the company is liable for other expenses related
to the above leases, such as property taxes and common area maintenance, which
are also payable by the current tenants and subtenants. Potential liabilities
related to these guarantees are subject to certain defenses by the company.
The company believes that the risk of significant loss from these lease
obligations is remote.

Impact of New Accounting Pronouncements.  In May 2003, the Financial Accounting
Standards Board (FASB) issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity."  SFAS No. 150
establishes standards that require companies to classify certain financial
instruments as liabilities that were previously classified as equity.  The
company does not expect SFAS No. 150 to have a material impact on its
consolidated financial position or operating results.

                                          7

<PAGE>
Condensed Consolidating Financial Information.  The company ("parent") has
fully and unconditionally guaranteed certain long-term debt obligations of
its wholly-owned subsidiary, The May Department Stores Company, New York
("Subsidiary Issuer").  Other subsidiaries of the parent include May
Department Stores International, Inc. (MDSI), Leadville Insurance Company,
Snowdin Insurance Company, Priscilla of Boston, and David's Bridal, Inc. and
subsidiaries, including After Hours Formalwear, Inc.

Condensed consolidating balance sheets as of August 2, 2003, August 3, 2002,
and February 1, 2003, the related condensed consolidating statements of
earnings for the thirteen week and twenty-six week periods ended August 2,
2003 and August 3, 2002, and the related condensed consolidating statements of
cash flows for the twenty-six week periods ended August 2, 2003 and August 3,
2002, are presented below.

                      Condensed Consolidating Balance Sheet
                                 August 2, 2003
                                   (Unaudited)

(millions)
<TABLE>

                                        Subsidiary     Other
                                Parent    Issuer    Subsidiaries  Eliminations  Consolidated
<S>                           <C>         <C>           <C>          <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents   $      -    $    45       $     32     $      -       $    77
  Accounts receivable, net           -      1,472             43          (36)        1,479
  Merchandise inventories            -      2,833             99            -         2,932
  Other current assets               -         59             24            -            83
     Total current assets            -      4,409            198          (36)        4,571

Property and equipment, at cost      -      9,000            210            -         9,210
Accumulated depreciation             -     (3,945)           (63)           -        (4,008)
  Property and equipment, net        -      5,055            147            -         5,202

Goodwill                             -      1,129            326            -         1,455
Intangible assets, net               -          5            167            -           172
Other assets                         -        120             11            -           131
Intercompany (payable)
  receivable                      (759)       297          3,662       (3,200)            -
Investment in subsidiaries       4,777          -              -       (4,777)            -
     Total assets             $  4,018    $11,015       $  4,511     $ (8,013)      $11,531

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term debt             $      -    $   138       $      -     $      -       $   138
  Current maturities of
    long-term debt                   -        164              -            -           164
  Accounts payable                   -        953             93            -         1,046
  Accrued expenses                   4        968             95          (36)        1,031
  Income taxes payable               -        (26)            43            -            17
     Total current liabilities       4      2,197            231          (36)        2,396

Long-term debt                       -      3,933              1            -         3,934
Intercompany note payable
  (receivable)                       -      3,200              -       (3,200)            -
Deferred income taxes                -        751             65            -           816
Other liabilities                    -        844             10         (483)          371
ESOP preference shares             249          -              -            -           249
Unearned compensation              (91)       (91)             -           91           (91)
Shareowners' equity              3,856        181          4,204       (4,385)        3,856
     Total liabilities and
       shareowners' equity    $  4,018    $11,015       $  4,511     $ (8,013)      $11,531

</TABLE>

                                          8

<PAGE>
Condensed Consolidating Financial Information (continued) -


                         Condensed Consolidating Statement of Earnings
                          For the Thirteen Weeks Ended August 2, 2003
                                       (Unaudited)
(millions)
<TABLE>

                                           Subsidiary     Other
                                     Parent    Issuer  Subsidiaries  Eliminations Consolidated
<S>                                <C>       <C>          <C>          <C>           <C>
Net sales                          $    -    $  2,833     $    479     $    (312)    $  3,000
Cost of sales                           -       2,066          351          (299)       2,118
Selling, general, and
  administrative expenses               -         599           76           (18)         657
Restructuring costs                     -         318            -             -          318
Interest expense (income), net:
  External                              -          80            -             -           80
  Intercompany                          -          71          (71)            -            -
Equity in loss of subsidiaries        110           -            -          (110)           -
Earnings (loss) before income taxes  (110)       (301)         123           115         (173)
Provision (credit) for income taxes     -        (108)          45             -          (63)
Net earnings (loss)                $ (110)   $   (193)    $     78     $     115     $   (110)

</TABLE>

                         Condensed Consolidating Statement of Earnings
                          For the Twenty-six Weeks Ended August 2, 2003
                                       (Unaudited)
(millions)
<TABLE>

                                            Subsidiary    Other
                                    Parent    Issuer   Subsidiaries  Eliminations Consolidated
<S>                                <C>       <C>          <C>         <C>           <C>
Net sales                          $    -    $  5,538     $    899    $    (564)    $  5,873
Cost of sales                           -       4,094          663         (551)       4,206
Selling, general, and
  administrative expenses               -       1,180          141          (24)       1,297
Restructuring costs                     -         318            -            -          318
Interest expense (income), net:
  External                              -         160            -            -          160
  Intercompany                          -         142         (142)           -            -
Equity in loss of subsidiaries         38           -            -          (38)           -
Earnings (loss) before income taxes   (38)       (356)         237           49         (108)
Provision (credit) for income taxes     -        (157)          87            -          (70)
Net earnings (loss)                $  (38)   $   (199)    $    150    $      49     $    (38)

</TABLE>
                                          9

<PAGE>
Condensed Consolidating Financial Information (continued) -

                             Condensed Consolidating Statement of Cash Flows
                              For the Twenty-six Weeks Ended August 2, 2003
                                              (Unaudited)
(millions)
<TABLE>
                                           Subsidiary     Other
                                    Parent   Issuer    Subsidiaries  Eliminations Consolidated
<S>                                 <C>     <C>           <C>          <C>           <C>
Operating Activities:
  Net earnings (loss)               $  (38) $   (199)     $    150     $      49     $    (38)
  Equity in loss of subsidiaries        38         -             -           (38)           -
  Depreciation and other
    amortization                         -       262            14             -          276
  Intangible asset amortization          -         1             3             -            4
  Asset impairment                       -       315             -             -          315
  Increase (decrease) in
    working capital                      -       (10)           14             -            4
  Other, net                            89       (36)          (45)          (11)          (3)
Cash flows from operations              89       333           136             -          558

Investing Activities:
  Net additions to property and
    equipment and business
    combination                          -      (305)          (44)            -         (349)
Cash flows used for
  investing activities                   -      (305)          (44)            -         (349)

Financing Activities:
  Net short-term debt repayments         -       (12)            -             -          (12)
  Net long-term debt repayments          -       (16)            -             -          (16)
  Net issuances (repurchases)
    of common stock                    (20)        7             -             -          (13)
  Dividend payments                   (147)        1             -             -         (146)
  Intercompany activity, net            78         -           (78)            -            -
Cash flows used for
  financing activities                 (89)      (20)          (78)            -         (187)

Increase in cash and
  cash equivalents                       -         8            14             -           22

Cash and cash equivalents,
  beginning of period                    -        37            18             -           55

Cash and cash equivalents,
  end of period                    $     -  $     45      $     32     $       -     $     77

</TABLE>

                                         10

<PAGE>
Condensed Consolidating Financial Information (continued) -

                             Condensed Consolidating Balance Sheet
                                        August 3, 2002
                                          (Unaudited)

(millions)
<TABLE>

                                         Subsidiary     Other
                                 Parent    Issuer    Subsidiaries  Eliminations  Consolidated
<S>                           <C>         <C>           <C>          <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents   $      -    $    77       $     19     $      -       $    96
  Accounts receivable, net           -      1,571             44          (36)        1,579
  Merchandise inventories            -      2,891            102            -         2,993
  Other current assets               -         37             18            -            55
     Total current assets            -      4,576            183          (36)        4,723

Property and equipment, at cost      -      9,130            171            -         9,301
Accumulated depreciation             -     (3,913)           (39)           -        (3,952)
  Property and equipment, net        -      5,217            132            -         5,349

Goodwill                             -      1,129            304            -         1,433
Intangible assets, net               -          8            169            -           177
Other assets                         -        108             10            -           118
Intercompany (payable)
  receivable                      (892)       528          3,564       (3,200)            -
Investment in subsidiaries       4,878          -              -       (4,878)            -
     Total assets             $  3,986    $11,566       $  4,362     $ (8,114)      $11,800

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term debt             $      -    $     -       $      -     $      -       $     -
  Current maturities of
     long-term debt                  -        268              -            -           268
  Accounts payable                   -        993             94            -         1,087
  Accrued expenses                   6        885             78          (36)          933
  Income taxes payable               -         92             23            -           115
     Total current liabilities       6      2,238            195          (36)        2,403

Long-term debt                       -      4,326              1            -         4,327
Intercompany note payable
  (receivable)                       -      3,200              -       (3,200)            -
Deferred income taxes                -        649             67            -           716
Other liabilities                    -        835              9         (470)          374
ESOP preference shares             279          -              -            -           279
Unearned compensation             (152)      (152)             -          152          (152)
Shareowners' equity              3,853        470          4,090       (4,560)        3,853
     Total liabilities and
       shareowners' equity    $  3,986    $11,566       $  4,362     $ (8,114)      $11,800

</TABLE>


                                         11

<PAGE>
Condensed Consolidating Financial Information (continued) -


                   Condensed Consolidating Statement of Earnings
                    For the Thirteen Weeks Ended August 3, 2002
                                     (Unaudited)
(millions)
<TABLE>
                                           Subsidiary    Other
                                    Parent    Issuer   Subsidiaries  Eliminations  Consolidated
<S>                                <C>       <C>          <C>          <C>           <C>
Net sales                          $    -    $  2,890     $    451     $    (311)    $  3,030
Cost of sales                           -       2,093          350          (304)       2,139
Selling, general, and
  administrative expenses               -         609           59           (11)         657
Restructuring costs                     -          39            -             -           39
Interest expense (income), net:
  External                              -          86            -             -           86
  Intercompany                          -          72          (71)           (1)           -
Equity in loss of subsidiaries        (69)          -            -            69            -
Earnings (loss) before income taxes    69          (9)         113           (64)         109
Provision for income taxes              -           1           39             -           40
Net earnings (loss)                $   69    $    (10)    $     74     $     (64)    $     69


</TABLE>


                   Condensed Consolidating Statement of Earnings
                   For the Twenty-six Weeks Ended August 3, 2002
                                    (Unaudited)
(millions)
<TABLE>

                                           Subsidiary     Other
                                    Parent    Issuer   Subsidiaries  Eliminations  Consolidated
<S>                                <C>       <C>          <C>          <C>           <C>
Net sales                          $    -    $  5,836     $    806     $    (516)    $  6,126
Cost of sales                           -       4,240          608          (506)       4,342
Selling, general, and
  administrative expenses               -       1,214          121           (20)       1,315
Restructuring costs                     -          79            -             -           79
Interest expense (income), net:
  External                              -         169            -             -          169
  Intercompany                          -         142         (141)           (1)           -
Equity in loss of subsidiaries       (139)          -            -           139            -
Earnings (loss) before income taxes   139          (8)         218          (128)         221
Provision for income taxes              -           2           80             -           82
Net earnings (loss)                $  139    $    (10)    $    138     $    (128)    $    139

</TABLE>




                                         12

<PAGE>
Condensed Consolidating Financial Information (continued) -


                   Condensed Consolidating Statement of Cash Flows
                    For the Twenty-six Weeks Ended August 3, 2002
                                    (Unaudited)
(millions)
<TABLE>

                                          Subsidiary     Other
                                   Parent    Issuer    Subsidiaries  Eliminations  Consolidated
<S>                                <C>      <C>           <C>          <C>           <C>
Operating Activities:
  Net earnings (loss)              $   139  $    (10)     $    138     $    (128)    $    139
  Equity in earnings of
    subsidiaries                      (139)        -             -           139            -
  Depreciation and other
    amortization                         -       248            14             -          262
  Intangible asset amortization          -         1             4             -            5
  Division combination costs             -        99             -             -           99
  Increase in working capital            -       109             -             -          109
  Other, net                            50        29           (37)          (11)          31
Cash flows from operations              50       476           119             -          645

Investing Activities:
  Net additions to property and
     equipment                           -      (355)          (22)            -         (377)
Cash flows used in
  investing activities                   -      (355)          (22)            -         (377)

Financing Activities:
  Net short-term debt repayments         -       (78)            -             -          (78)
  Net long-term debt repayments          -       (13)            -             -          (13)
  Net issuances of common stock          3         9             -             -           12
  Dividend payments                   (147)        2             -             -         (145)
  Intercompany activity, net            94         -           (94)            -            -
Cash flows used in
  financing activities                 (50)      (80)          (94)            -         (224)

Increase in cash and
  cash equivalents                       -        41             3             -           44

Cash and cash equivalents,
  beginning of period                    -        36            16             -           52

Cash and cash equivalents,
  end of period                    $     -  $     77      $     19     $       -     $     96

</TABLE>

                                         13

<PAGE>
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (continued) -

                                    Condensed Consolidating Balance Sheet
                                            As of February 1, 2003
(millions)

<TABLE>

                                       Subsidiary     Other
                                Parent   Issuer   Subsidiaries  Eliminations Consolidated
<S>                            <C>        <C>        <C>          <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents    $     -    $    37    $     18     $      -        $    55
  Accounts receivable, net           -      1,733          44          (36)         1,741
  Merchandise inventories            -      2,787          70            -          2,857
  Other current assets               -         49          23           (3)            69
     Total current assets            -      4,606         155          (39)         4,722

Property and equipment, at cost      -      9,024         181            -          9,205
Accumulated depreciation             -     (3,690)        (49)           -         (3,739)
  Property and equipment, net        -      5,334         132            -          5,466

Goodwill                             -      1,129         312            -          1,441
Intangible assets, net               -          6         170            -            176
Other assets                         -        122           9            -            131
Intercompany (payable)
  receivable                      (671)       254         417            -              -
Investment in subsidiaries       4,824          -           -       (4,824)             -
     Total assets              $ 4,153    $11,451    $  1,195     $ (4,863)       $11,936

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term debt              $     -    $   150    $      -     $      -        $   150
  Current maturities of
    long-term debt                   -        139           -            -            139
  Accounts payable                   -      1,021          78            -          1,099
  Accrued expenses                   5        957          88          (36)         1,014
  Income taxes payable               -        244          23           (3)           264
     Total current liabilities       5      2,511         189          (39)         2,666

Long-term debt                       -      4,034           1            -          4,035
Intercompany note payable
  (receivable)                       -      3,200      (3,200)           -              -
Deferred income taxes                -        646          64            -            710
Other liabilities                    -        840          10         (473)           377
ESOP preference shares             265          -           -            -            265
Unearned compensation             (152)      (152)          -          152           (152)
Shareowners' equity              4,035        372       4,131       (4,503)         4,035
     Total liabilities and
       shareowners' equity     $ 4,153    $11,451    $  1,195     $ (4,863)       $11,936
</TABLE>
                                         14

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

Results of Operations

Net sales include merchandise sales and lease department income. Store-for-
store sales compare sales of stores open during both years beginning the
first day a new store has prior-year sales and excludes sales of stores
closed during both periods.  Net sales and related decreases are as follows:

                                             Percent    Store-for-Store
                      2003        2002       Decrease     Decrease
Second quarter      $3,000      $3,030       (1.0)%        (3.1)%
First six months     5,873       6,126       (4.1)         (6.0)

The total net sales decrease of $30 million for the 2003 second quarter was
principally due to a $95 million decrease in store-for-store sales offset by
$71 million of new store sales. The total net sales decrease of $253 million
for the first six months of 2003 was principally due to a $364 million
decrease in store-for-store sales offset by $134 million of new store sales.

The following table presents the components of costs and expenses, as a
percent of net sales.

                                     Second Quarter      First Six Months
                                     2003     2002         2003     2002

Net sales                           100.0%   100.0%       100.0%   100.0%
Cost of sales:
  Recurring                          70.6     69.9         71.6     70.6
  Restructuring markdowns             0.0      0.7          0.0      0.3
Selling, general, and
  administrative expenses            21.9     21.7         22.1     21.5
Restructuring costs                  10.6      1.3          5.4      1.3
Interest expense, net                 2.7      2.8          2.7      2.7

Earnings (loss) before income taxes  (5.8)     3.6         (1.8)     3.6

Income taxes                         37.0*    36.6*        65.4*    37.0*

Net earnings (loss)                  (3.6)%    2.3%        (0.6)%    2.3%

* - Percent represents effective income tax rate.

Recurring cost of sales was $2,118 million in the 2003 second quarter,
compared to $2,119 million in the 2002 second quarter.  For the first six
months of 2003, recurring cost of sales was $4,206 million, compared to $4,322
million in the same 2002 period. In addition, $20 million of restructuring
markdowns related to the division combinations were incurred in the 2002
second quarter to conform merchandise assortments and to synchronize pricing
and promotional strategies.

For the 13 weeks ended August 2, 2003, recurring cost of sales as a percent of
net sales increased 0.7%, principally due to a 0.4% increase in occupancy
costs and a 0.5% increase in the cost of merchandise.  For the 26 weeks ended
August 2, 2003, recurring cost of sales as a percent of net sales increased
1.0%, principally due to a 0.7% increase in occupancy costs and a 0.4%
increase in the cost of merchandise.

                                         15

<PAGE>
Selling, general, and administrative expenses were $657 million in the second
quarter for both 2003 and 2002.  For the first six months of 2003, selling,
general, and administrative expenses were $1,297 million, compared with $1,315
million in the 2002 period, a 1.4% decrease.

Selling, general, and administrative expenses as a percent of net sales
increased from 21.7% in the 2002 second quarter to 21.9% in the 2003 second
quarter, principally due to a 0.3% increase in pension costs and a 0.4% increase
in severance costs, offset by a 0.2% decrease in credit expense and a 0.5%
decrease in payroll costs.  Selling, general, and administrative expenses as a
percent of net sales increased from 21.5% in the first six months of 2002 to
22.1% in the first six months of 2003.  For the first six months of 2003,
pension costs increased 0.3%, payroll costs increased 0.3%, and other expenses
increased 0.3%, offset by a 0.3% decrease in credit expense.

In the 2003 second quarter, we announced our intentions to divest 34
department stores.  The store divestitures will result in asset impairment,
severance and other charges of approximately $380 million, of which $318
million, or $0.69 per share, were recognized in the 2003 second quarter.  The
2003 second quarter costs consisted of $315 million of non-cash asset
impairment charges and $3 million of initial severance benefits.
Approximately $50 million of the $380 million represents the cash cost of the
store divestitures, not including the benefit from future tax credits.  The
remaining cash costs for severance, inventory liquidation, and other charges
will be incurred as each store is divested.

In 2002, charges of $114 million, or $0.24 per share, were recognized related
to division combinations.  Of these charges, $59 million, or $0.12 per share,
were recognized in the 2002 second quarter, $20 million of which were included
as cost of sales.  Charges of $99 million, or $0.20 per share, were recognized
in the first six months of 2002, $20 million of which were included as cost of
sales.

In June 2003, our After Hours Formalwear division purchased certain assets of
Modern Tuxedo.  This business combination consisted of 25 tuxedo rental and
retail sales locations in the Chicago metropolitan area and did not have a
material effect on results of operations or financial position.

Components of net interest expense were (millions):

                                    Second Quarter        First Six Months
                                     2003    2002           2003      2002

Interest expense                     $ 85    $  94          $170     $ 188
Interest income                         -       (1)           (1)       (7)
Capitalized interest                   (5)      (7)           (9)      (12)
  Net interest expense               $ 80    $  86          $160     $ 169

Interest expense principally relates to long-term debt.

Short-term borrowings were (dollars in millions):

                                     Second Quarter        First Six Months
                                      2003   2002           2003     2002

  Average balance outstanding         $321   $112           $285     $ 80
  Average interest rate on
    average balance                    1.3%   1.8%           1.3%     1.8%


                                         16

<PAGE>
The effective income tax rate for the first six months of 2003 was 65.4%,
compared with 37.0% in the first six months of 2002.  The change is due to a
$31 million tax credit recorded in the 2003 first quarter upon the resolution
of various federal and state income tax issues.  Excluding the $31 million tax
credit, our 2003 estimated effective tax rate is 37.0%.

Operating results for the trailing years were (millions, except per share):

                                                       Aug. 2,      Aug. 3,
                                                        2003         2002

  Net sales                                          $  13,238     $ 13,837
  Net earnings                                       $     365     $    622
  Diluted earnings per share                         $    1.15     $   1.97

Financial Condition

Cash Flows.  Cash flows from operations were $558 million and $645 million in
the first six months of 2003 and 2002, respectively.  The 2003 decrease in
operating cash flows is primarily due to decreases from accounts receivable and
accounts payable, partially offset by the effect of inventory balance changes.

Liquidity, Available Credit, and Debt Ratings.  We finance our activities
primarily with cash flows from operations, borrowings under credit facilities
and issuances of long-term debt.  We can borrow up to $1.0 billion under our
credit agreements, consisting of a $700 million multi-year credit agreement and
a $300 million 364-day credit agreement, which was renewed August 4, 2003.  In
addition, we have filed with the Securities and Exchange Commission shelf
registration statements that enable us to issue up to $525 million of debt
securities.

As of August 15, 2003, our bonds are rated Baa1 by Moody's Investors Service,
Inc. and BBB+ by Standard & Poor's Corporation.  Our commercial paper is rated
Prime-2 by Moody's and A-2 by Standard & Poor's.  Our senior unsecured bank
credit agreements are rated Baa1 by Moody's.

Financial Ratios.  Key financial ratios as of and for the twenty-six weeks
ended August 2, 2003 and August 3, 2002, and as of and for the fifty-two weeks
ended February 1, 2003 are as follows:

                                          Aug. 2,     Aug. 3,        Feb. 1,
                                          2003        2002           2003

Current Ratio                                1.9         2.0            1.8
Debt-Capitalization Ratio                     49%         50%            48%
Fixed Charge Coverage                        0.4x        2.0x           2.8x

The decline in the fixed charge coverage ratio for the first six months of
2003 is due to the second quarter restructuring charge reducing earnings.

Impact of New Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity."  SFAS No.
150 establishes standards that require companies to classify certain financial
instruments as liabilities that were previously classified as equity.  We do
not expect SFAS No. 150 to have a material impact on our consolidated
financial position or operating results.



                                         17

<PAGE>
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 and are
prepared with the assistance of specialists within and outside the company,
there are many factors outside of our control that have an impact on our
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, our ability to hire and retain qualified associates, and our ability
to manage the business to minimize the disruption of sales and customer
service as a result of the restructuring activities.  Because of these
factors, actual performance could differ materially from that described in the
forward-looking statements.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk.

Our exposure to market risk primarily arises from changes in interest rates on
short-term debt.  Short-term debt has generally been used to finance seasonal
working capital needs resulting in minimal exposure to interest rate
fluctuations.  Long-term debt is at fixed interest rates.  Our merchandise
purchases are denominated in United States dollars.  Operating expenses of our
international offices located outside the United States are generally paid in
local currency and are not material.  During the first six months of fiscal
2003 and fiscal 2002, we did not enter into any derivative financial
instruments.

Item 4 - Controls and Procedures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, we
carried out an evaluation, under the supervision and with the participation of
the company's management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of
the Securities Exchange Act of 1934, as amended). Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that
our disclosure controls and procedures are effective. There have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date the controls were
evaluated.

                         PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

      The company is involved in claims, proceedings, and litigation arising
      from the operation of its business.  The company does not believe any
      such claim, proceeding, or litigation, either alone or in the aggregate,
      will have a material adverse effect on the company's financial position
      or results of operations.

Item 2 - Changes in Securities and Use of Proceeds - None.

Item 3 - Defaults Upon Senior Securities - None.

                                         18

<PAGE>
Item 4 - Submission of Matters to a Vote of Security Holders

        (a) The annual meeting of shareowners of registrant was held on May 23,
            2003.

        (b) At the annual meeting of shareowners of registrant held on May 23,
            2003, the registrant's voting securities carried 305,774,098 votes,
            of which 274,677,046 were voted at the meeting.  Action was taken
            with respect to:

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

                John L. Dunham              200,706,866             73,970,180
                Russell E. Palmer           191,371,207             83,305,839
                Michael R. Quinlan          191,564,337             83,112,709
                Joyce M. Roche'             227,546,036             47,131,010
                William P. Stiritz          200,418,186             74,258,860

           (ii) a ratification of the appointment of Deloitte & Touche LLP as
                independent auditors (263,974,089 votes in favor, 8,709,144
                votes against and 1,993,813 votes abstained);

          (iii) a resolution to approve an amendment to the company's 1994 Stock
                Incentive Plan (205,248,259 votes in favor, 41,895,874 votes
                against, 2,720,143 votes abstained and 24,812,770 not voted);

           (iv) a proposal relating to a classified board of directors
                (176,447,898 votes in favor, 69,074,923 votes against,
                4,341,455 votes abstained and 24,812,770 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 4, 2003, 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

        10.1 -  364-day Credit Agreement dated as of August 4, 2003 among The
                May Department Stores Company, a New York corporation, as
                Borrower, The May Department Stores Company, a Delaware
                corporation, as Guarantor, and The Initial Lenders Named
                Herein, as Initial Lenders, and Citibank, N.A., as
                Administrative Agent, and JPMorgan Chase Bank, The Bank of New
                York, Bank One NA, and BNP Paribas, Chicago Branch, as
                Syndication Agents, and J.P. Morgan Securities Inc. and
                Citigroup Global Markets Inc., as Joint Lead Arrangers and
                Bookrunners.
        10.2 -  Amendment No. 1 to the Five Year Credit Agreement, dated as of
                August 4, 2003, among The May Department Stores Company, a New
                York corporation, as Borrower, The May Department Stores
                Company, a Delaware corporation, as Guarantor, the banks,
                financial institutions and other institutional lenders parties
                to the Credit Agreement, and Citibank, N.A., as Agent for the
                Lenders.

                                         19

<PAGE>
Item 6 - Exhibits and Reports on Form 8-K (continued)

  (a)   Exhibits (continued)

        12   -  Computation of Ratio of Earnings to Fixed Charges
        15   -  Letter Regarding Unaudited Interim Financial Information
        31.1 -  Certification Pursuant to Exchange Act 13a-15 and 15d-15(e)
        31.2 -  Certification Pursuant to Exchange Act 13a-15 and 15d-15(e)
        32   -  Certification Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002(18 U.S.C. Section 1350, as adopted)

  (b)   Reports on Form 8-K

        A report dated May 8, 2003, which furnished a company press release
        providing information on its earnings for the 13 weeks ended May 3,
        2003.

        A report dated May 13, 2003, which furnished a company press release
        announcing its financial results for the 13 weeks ended May 3, 2003.

        A report dated June 20, 2003, which filed information concerning debt
        ratings.

        A report dated June 27, 2003, which filed information concerning debt
        ratings.

        A report dated July 30, 2003, which filed a company press release
        announcing its intention to divest 32 Lord & Taylor stores.

        A report dated August 12, 2003, which furnished a company press
        release announcing its financial results for the 13 and 26 weeks ended
        August 2, 2003.

                                  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 11, 2003

                                              /s/ Thomas D. Fingleton
                                                  Thomas D. Fingleton
                                             Executive Vice President and
                                                Chief Financial Officer

                                         20

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors and Shareowners
The May Department Stores Company

We have reviewed the accompanying condensed consolidated balance sheets of
The May Department Stores Company and subsidiaries (the "Company") as of
August 2, 2003 and August 3, 2002, and the related condensed consolidated
statements of earnings for the thirteen and twenty-six week periods ended
August 2, 2003 and August 3, 2002, and of cash flows for the twenty-six week
periods ended August 2, 2003 and August 3, 2002.  These financial statements
are the responsibility of the Company's management.

We conducted our reviews 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 of making inquiries of persons responsible for
financial and accounting matters.  It is substantially less in scope than an
audit conducted in accordance with auditing standards generally accepted in
the United States of America, 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 reviews, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them
to be in conformity with accounting principles generally accepted in the
United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
the Company as of February 1, 2003, and the related consolidated statements
of earnings, shareowners' equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 12, 2003, we expressed an
unqualified opinion (which includes explanatory paragraphs relating to (1)
the adoption of a new accounting principle and (2) the application of
procedures relating to certain other disclosures and reclassifications of
financial statement amounts related to the 2001 and 2000 consolidated
financial statements that were audited by other auditors who have ceased
operations and for which we have expressed no opinion or other form of
assurance other than with respect to such disclosures and reclassifications)
on those consolidated financial statements.  In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet as of
February 1, 2003 is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
St. Louis, Missouri
September 9, 2003










                                         21

<PAGE>
                                                                     Exhibit 12

                       THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                   FOR THE FIVE FISCAL YEARS ENDED FEBRUARY 1, 2003 AND FOR THE
                     TWENTY-SIX WEEKS ENDED AUGUST 2, 2003 AND AUGUST 3, 2002


(dollars in millions)

<TABLE>


                                          26 Weeks Ended                Fiscal Year Ended
                                         Aug. 2,  Aug. 3,   Feb. 1,   Feb. 2,   Feb. 3,  Jan. 29, Jan. 30,
                                           2003     2002      2003      2002      2001      2000     1999
<S>                                      <C>      <C>       <C>       <C>       <C>       <C>      <C>
Earnings Available for Fixed Charges:
Pretax earnings (loss) from continuing
  operations                             $ (108)  $  221    $  820    $1,139    $1,402    $1,523   $1,395
Fixed charges (excluding interest
  capitalized and pretax preferred
  stock dividend requirements)              185      201       405       411       406       346      344
Dividends on ESOP preference shares          (9)     (10)      (20)      (22)      (23)      (24)     (25)
Capitalized interest amortization             5        4         9         8         8         7        7
                                             73      416     1,214     1,536     1,793     1,852    1,721

Fixed Charges:
Gross interest expense (a)               $  175   $  195    $  392    $  401    $  395    $  340   $  339
Interest factor attributable to
  rent expense                               20       18        36        32        28        22       21
                                            195      213       428       433       423       362      360

Ratio of Earnings to Fixed Charges          0.4      2.0       2.8       3.5       4.2       5.1      4.8
</TABLE>
    (a)  Represents interest expense on long-term and short-term debt, ESOP debt
         and amortization of debt discount and debt issue expense.


<PAGE>
                                                                     Exhibit 15

September 9, 2003

The May Department Stores Company
St. Louis, Missouri

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim condensed
consolidated financial information of The May Department Stores Company and
subsidiaries (the "Company") for the thirteen and twenty-six week periods ended
August 2, 2003 and August 3, 2002, as indicated in our report dated August 28,
2003; because we did not perform an audit, we expressed no opinion on that
information.

We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended August 2, 2003, is
incorporated by reference in Registration Statements Nos. 333-59792, 333-76227,
333-00957, and 333-103352 on Form S-8 and Registration Statements Nos. 333-
42940 and 333-42940-01 on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
St. Louis, Missouri


<PAGE>
                                                                   Exhibit 31.1

                                CERTIFICATION


I, Eugene S. Kahn, certify that:

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

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered
      by this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

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

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

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

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

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




Date: September 11, 2003                  /s/ Eugene S. Kahn
                                          Eugene S. Kahn
                                          Chairman of the Board and
                                          Chief Executive Officer

<PAGE>
                                                                   Exhibit 31.2

                                CERTIFICATION


I, Thomas D. Fingleton, certify that:

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

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered
      by this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

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

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

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

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

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




Date: September 11, 2003                  /s/ Thomas D. Fingleton
                                          Thomas D. Fingleton
                                          Executive Vice President and
                                          Chief Financial Officer


<PAGE>
                                                                     Exhibit 32

                   CERTIFICATION PURSUANT TO SECTION 906 OF
           THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350, as adopted)

In connection with the Quarterly Report of The May Department Stores Company
(the "Company") on Form 10-Q for the period ending August 2, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
we, Eugene S. Kahn, Chairman of the Board and Chief Executive Officer, and
Thomas D. Fingleton, Executive Vice President and Chief Financial Officer of
the Company, each certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. Section 1350, as adopted), that:

       1.   The Report fully complies with the requirements of
            section 13(a) or section 15(d) of the Securities
            Exchange Act of 1934, and

       2.   The information contained in the Report fairly
            presents, in all material respects, the financial
            condition and results of operations of the Company.

Dated:   September 11, 2003



   /s/ Eugene S. Kahn                   /s/ Thomas D. Fingleton
   Eugene S. Kahn                       Thomas D. Fingleton
   Chairman of the Board and            Executive Vice President and
   Chief Executive Officer              Chief Financial Officer





A signed original of this written statement required by Section 906 has been
provided to The May Department Stores Company and will be retained by The May
Department Stores Company and furnished to the Securities and Exchange
Commission or its staff upon request.